This proxy statement is
being furnished to the holders of Class A common stock and Class F common stock of the Company in connection with the solicitation
by our board of directors of proxies to be voted at the special meeting (the “Special Meeting”) of Legacy Acquisition
Corp., a Delaware corporation (the “Company,” “Legacy,” “we,” “us” or “our”),
to be held on [●]day, [●] [●], 2020 at 11:00 a.m. Eastern Time at Legacy’s corporate headquarters located
at 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, or at any adjournment or postponement of the Special Meeting. We intend
to hold the Special Meeting in person. However, we are actively monitoring the coronavirus (COVID-19); we are sensitive to the
public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose.
In the event it is not possible or advisable to hold the Special Meeting in person, we will announce alternative arrangements for
the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor
the Special Meeting website at http://www.cstproxy.com/legacyacquisition/sm2020/notice for updated information. If you are planning
to attend the Special Meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote
your shares prior to the Special Meeting. At the Special Meeting, stockholders will be asked to consider and vote upon the following
proposals:
On December 2, 2019, Legacy
entered into an Amended and Restated Share Exchange Agreement, as amended by that First Amendment to the Amended and Restated Share
Exchange Agreement, dated March 13, 2020 (the “Share Exchange Agreement”), that amends and restates the Share Exchange
Agreement dated as of August 23, 2019, as amended by that First Amendment to Share Exchange Agreement dated as of September 27,
2019, with Blue Valor Limited (the “Seller”), a company incorporated in Hong Kong and an indirect, wholly-owned subsidiary
of Blue Focus Intelligent Communications Group (“BlueFocus”). Pursuant to the Share Exchange Agreement, Legacy will
purchase all of the issued and outstanding shares of a wholly-owned holding company organized in the Cayman Islands that at closing
will hold the Blue Impact business, a digital-first, global advertising and marketing services group (the “Blue Impact business”).
We refer to the transactions contemplated by the Share Exchange Agreement as the “Business Combination.” To the extent
that the Extension is approved by the stockholders and the Business Combination is not otherwise closed by May 20, 2020, the parties
to the Share Exchange Agreement would have to mutually agree to extend the current term of the Share Exchange Agreement.
This proxy statement and
the other proxy materials are first being made available on or about [●] [●], 2020 to all stockholders entitled to
notice of, and to vote at, the Special Meeting. At the close of business on April 6, 2020, the record date for the Special Meeting,
there were 29,305,180 shares of our Class A common stock, par value $0.0001 per share (the “Class A common stock”),
and 7,500,000 shares of our Class F common stock, par value $0.0001 per share (the “Founder’s Shares” or “Class
F common stock”), issued and outstanding. Only the holders of record of our Class A common stock and Class F common stock
as of the close of business on the record date are entitled to notice of, attend and to vote at, the Special Meeting and any adjournment
or postponement thereof.
The Extension Amendment and the Trust Amendment are essential to
the overall implementation of the plan of our board of directors to extend the date that we have to complete the Business Combination;
although, if the Business Combination is terminated, Legacy may seek to use the Extension to complete an alternative business combination.
Our Charter provides that the Company has until May 20, 2020 to complete a business combination; however, due to the uncertainties
in the capital markets and resulting conditions in the economy and the Blue Impact business resulting from the COVID-19 pandemic,
our board of directors believes that it may not be in the best interests of Legacy and its stockholders to consummate the Business
Combination by May 20, 2020. Accordingly, our board of directors has determined that it is in the best interests of our stockholders
to extend the date that the Company has to consummate the Business Combination (or, if the Business Combination is terminated,
an alternative business combination) to the Extended Date.
TABLE
OF CONTENTS
FREQUENTLY
USED TERMS
Unless
otherwise stated in this proxy statement, references to:
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“BlueFocus”
are to BlueFocus Intelligent Communications Group Co. Ltd.;
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“Blue
Impact” are to Legacy Acquisition Corp. after giving effect to the Business Combination, assuming the Closing as described
in this proxy statement;
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“Blue
Impact business” are to the business conducted by (i) Vision
7 International Inc., a Canadian company; (ii) Madhouse Inc., a Cayman Islands exempted company; (iii) We are Very Social Limited,
a limited company domiciled and incorporated in England and Wales; (iv) Indigo Social, LLC, a Delaware limited liability company;
(v) Metta Communications Limited, a private company limited by shares registered in Hong Kong; and (vi) Fuse Project, LLC, a Delaware
limited liability company; collectively, a family of agencies, comprising a digital-first, intelligent and integrated, global advertising
& marketing services group;
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“Blue
Impact common stock” are to shares of common stock, par value $0.0001 per share, of Blue Impact, assuming the Business Combination
is consummated;
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“Business
Combination” are to the transactions contemplated by the Share Exchange Agreement pursuant to which Legacy will purchase
from the Seller all of the issued and outstanding shares of Blue Impact Target;
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“Business
Combination Proxy Statement” are to the definitive proxy statement on Schedule 14A filed with the SEC on March 31, 2020,
which relates to the special meeting to be held on [April 23, 2020] to vote on the Business Combination proposal and other related
proposals;
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“Charter”
are to our Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on
November 16, 2017, as corrected by the Certificate of Correction to the Amended and Restated Certificate of Incorporation, as
filed with the Secretary of State of the State of Delaware on November 20, 2017 and as amended by the Amendment to the Amended
and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on October 22, 2019,
as may be further amended from time to time;
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“Class
A common stock” are to shares of our Class A common stock, par value $0.0001 per share;
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“Class
F common stock” are to shares of our Class F common stock, par value $0.0001 per share;
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“Closing”
are to the closing of the Business Combination;
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“Founder
Shares” are to shares of our Class F common stock initially purchased by our Sponsor in a private placement prior to our
initial public offering, after giving effect to a 1.5-for-1 stock split in the form of a dividend effectuated on September 18,
2017, and the shares of our Class A common stock issuable upon the automatic conversion thereof and the issuance of Blue Impact
common stock in lieu thereof at the closing of the Business Combination;
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“initial
stockholders” are to holders of our Founder Shares prior to our initial public offering;
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“IPO”
or “initial public offering” are to our initial public offering of our securities that we completed on November 21,
2017;
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“Legacy,”
“we,” “us,” “company,” “our company” are to Legacy Acquisition Corp., a Delaware
corporation;
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“NYSE”
are to the New York Stock Exchange;
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“private
placement warrants” are to the warrants issued to our Sponsor in a private placement that occurred simultaneously with the
closing of our initial public offering;
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“Private
Warrant Amendment” are to the amendment to the Warrant Agreement to provide, among other things, that each outstanding private
placement warrant will no longer be exercisable to purchase one-half share of Class A common stock for $5.75 per half-share (subject
to adjustment as provided in the Warrant Agreement) and instead will be converted solely into the right to receive (i) if, at
Closing, the aggregate gross cash proceeds from the trust (after all redemptions of shares of Class A common stock in connection
with the Business Combination but including any proceeds received by Legacy from the PIPE Financing (if consummated)) equals at
least $225,000,000, $1.00 in cash or (ii) if, at Closing, the aggregate gross cash proceeds from the trust (after all redemptions
of shares of Class A common stock in connection with the Business Combination but including any proceeds received by Legacy from
the PIPE Financing (if consummated)) is less than $225,000,000, $0.50 in cash and 0.055 of a share of Blue Impact common stock;
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“public
shares” are to shares of our Class A common stock initially sold as part of the units in our initial public offering (whether
they were purchased in our initial public offering or thereafter in the open market);
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“public
stockholders” are to the holders of our public shares, including our initial stockholders and management team to the extent
they purchased public shares;
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“Public
Warrant Amendment” are to the amendment to the Warrant Agreement to provide, among other things, that each outstanding public
warrant will no longer be exercisable to purchase one-half share of Class A common stock for $5.75 per half-share (subject to
adjustment as provided in the Warrant Agreement) and instead will be converted solely into the right to receive (i) if, at Closing,
the aggregate gross cash proceeds from the trust (after all redemptions of shares of Class A common stock in connection with the
Business Combination but including any proceeds received by Legacy from the PIPE Financing (if consummated)) equals at least $225,000,000,
$1.00 in cash or (ii) if, at Closing, the aggregate gross cash proceeds from the trust (after all redemptions of shares of Class
A common stock in connection with the Business Combination but including any proceeds received by Legacy from the PIPE Financing
(if consummated)) is less than $225,000,000, $0.50 in cash and 0.055 of a share of Blue Impact common stock;
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“public
warrants” are to the redeemable warrants sold as part of the units in our initial public offering (whether they were purchased
in the initial public offering or thereafter in the open market) and to any private placement warrants or warrants issued upon
conversion of working capital loans that are sold to third parties that are not our Sponsor or executive officers or directors
(or permitted transferees) following the consummation of a business combination;
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“Share
Exchange Agreement” are to the Amended and Restated Share Exchange Agreement dated as of December 2, 2019, as amended by
that First Amendment to the Amended and Restated Share Exchange Agreement dated as of March 13, 2020, that amends and restates
the Share Exchange Agreement dated as of August 23, 2019, as amended by that First Amendment to Share Exchange Agreement dated
as of September 27, 2019, by and between Seller and Legacy, as may be amended or restated from time to time;
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“Sponsor”
is to Legacy Acquisition Sponsor I LLC, a Delaware limited liability company, an entity affiliated with members of our management
team and other members of the Legacy Team; and
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“warrants”
are to our redeemable warrants, which include the public warrants as well as the private placement warrants to the extent they
are no longer held by the initial purchasers of the private placement warrants or their permitted transferees.
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CAUTIONARY
NOTE REGARDING FORWARD LOOKING STATEMENTS
This
proxy statement contains forward-looking statements. These forward-looking statements relate to our expectations for the implementation
of the Extension in the event the Extension Amendment Proposal and the Trust Amendment Proposal are approved, and other statements
preceded by, followed by or that include the words “may,” “can,” “should,” “will,”
“estimate,” “plan,” “project,” “forecast,” “intend,” “expect,”
“anticipate,” “believe,” “seek,” “target” or similar expressions.
These
forward-looking statements are based on information available as of the date of this proxy statement and our management’s
current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking
statements should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to
update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new
information, future events or otherwise, except as may be required under applicable securities laws.
You
should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your
shares on the proposals set forth in this proxy statement. As a result of a number of known and unknown risks and uncertainties,
our actual results or performance may be materially different from those expressed or implied by these forward-looking statements.
All
forward-looking statements included herein attributable to us or any person acting on our behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws
and regulations, we undertake no obligation to update or revise these forward-looking statements, whether as a result of new information,
future events or otherwise.
QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING
Q:
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What
is being voted on at the Special Meeting?
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A:
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You are
being asked to vote on:
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a proposal
to amend our Charter to extend the date by which we have to consummate a business combination from May 20, 2020 to the Extended
Date, a copy of which is attached as Exhibit A to this proxy statement and as more fully described herein, which we refer
to in this proxy statement as the “Extension Amendment Proposal”; and
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a proposal
to amend our Trust Agreement to extend the date on which to commence liquidating the Trust Account established in connection with
our IPO in the event we have not consummated a business combination from May 20, 2020 to the Extended Date, a copy of which is
attached as Exhibit B to this proxy statement and as more fully described herein, which we refer to herein as the “Trust
Amendment Proposal”.
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Our
stockholders should note that we intend to hold the Special Meeting and, if approved, effect the Extension Amendment and the Trust
Amendment only if the Business Combination is not consummated by May 20, 2020.
Should
we elect and/or the Seller request that we determine whether to extend the date by which we have to consummate the Business Combination
(or, if the Business Combination is terminated, an alternative business combination) to the Extended Date, we will publicly announce
our decision no later than the close of business on May 20, 2020. If our board of directors determines that we will not be able
to consummate a business combination by the Extended Date or determines that completion of the Business Combination (or, if terminated,
an alternative business combination) is not in the best interests of us or our stockholders, our board of directors would wind
up our affairs and redeem 100% of the outstanding public shares in accordance with the same procedures that would be applicable
if the Extension Amendment proposal is not approved.
The Extension Amendment and the Trust
Amendment are essential to the overall implementation of the plan of our board of directors to extend the date that we have to
complete the Business Combination; although, if the Business Combination is terminated, Legacy may seek to use the Extension to
complete an alternative business combination. Approval of the Extension Amendment and the Trust Amendment are both a condition
to the implementation of the Extension.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the approval of the Trust Amendment will constitute
consent for us to remove the Withdrawal Amount from the Trust Account, deliver to the holders of redeemed public shares their
portion of the Withdrawal Amount and retain the remainder of the funds in the Trust Account for our use in connection with consummating
a business combination on or before the Extended Date.
We
will not proceed with the Extension if redemptions of our public shares cause us to have less than $5,000,001 of net tangible
assets following approval of the Extension Amendment and the Trust Amendment.
Q:
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Why am
I receiving this proxy statement?
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A:
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You are
being asked to vote on:
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a proposal
to amend our Charter to extend the date by which we have to consummate a business combination from May 20, 2020 to the Extended
Date, a copy of which is attached as Exhibit A to this proxy statement and as more fully described herein, which we refer
to in this proxy statement as the “Extension Amendment Proposal”; and
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a proposal
to amend our Trust Agreement to extend the date on which to commence liquidating the Trust Account established in connection with
our IPO in the event we have not consummated a business combination from May 20, 2020 to the Extended Date, a copy of which is
attached as Exhibit B to this proxy statement and as more fully described herein, which we refer to herein as the “Trust
Amendment Proposal”.
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Our
stockholders should note that we intend to hold the Special Meeting and, if approved, effect the Extension Amendment and the Trust
Amendment only if the Business Combination is not consummated by May 20, 2020.
On December 2, 2019, Legacy entered
into the Share Exchange Agreement pursuant to which Legacy will purchase all of the issued and outstanding shares of a wholly-owned
holding company organized in the Cayman Islands that at closing will hold the Blue Impact business. To the extent that the Extension
is approved by the stockholders and the Business Combination is not otherwise closed by May 20, 2020, the parties to the Share
Exchange Agreement would have to mutually agree to extend the current term of the Share Exchange Agreement.
The Extension Amendment and the
Trust Amendment are essential to the overall implementation of the plan of our board of directors to extend the date that we have
to complete the Business Combination; although, if the Business Combination is terminated, Legacy may seek to use the Extension
to complete an alternative business combination. Approval of the Extension Amendment and the Trust Amendment are both a condition
to the implementation of the Extension.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the approval of the Trust Amendment will constitute
consent for us to remove the Withdrawal Amount from the Trust Account, deliver to the holders of redeemed public shares their
portion of the Withdrawal Amount and retain the remainder of the funds in the Trust Account for our use in connection with consummating
the Business Combination (or, if terminated, an alternative business combination) on or before the Extended Date.
We
will not proceed with the Extension if redemptions of our public shares cause us to have less than $5,000,001 of net tangible
assets following approval of the Extension Amendment and the Trust Amendment.
If the Extension Amendment Proposal
and the Trust Amendment Proposal are approved and the Extension is implemented, the removal of the Withdrawal Amount from the Trust
Account in connection with the Election will reduce the amount held in the Trust Account following the Election. We cannot predict
the amount that will remain in the Trust Account if the Extension Amendment Proposal and the Trust Amendment Proposal are approved
and the amount remaining in the Trust Account after any redemptions may be only a small fraction of the approximately $305.967
million that was in the Trust Account as of the record date. In such event, we will need to obtain additional funds to complete
a business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties, or
at all.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate the Business Combination
(or, if terminated, an alternative business combination) by May 20, 2020 in accordance with our Charter, we will: (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,
redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest (less up to $50,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable and
up to $750,000 released to us annually to fund working capital requirements) divided by the number of then outstanding public
shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to
receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject
in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law.
There
will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail
to complete a business combination by May 20, 2020 or, if the Extension Amendment Proposal and the Trust Amendment Proposal are
approved, the Extended Date. In the event of a liquidation, our Sponsor, our officers and directors and our other initial stockholders
will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the private placement
warrants; however, our initial stockholders who have acquired public shares after our IPO will be entitled to monies from the
Trust Account with respect to such public shares if we fail to complete a business combination by May 20, 2020 or, if the Extension
Amendment Proposal and the Trust Amendment Proposal are approved, the Extended Date.
Q:
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Why is
Legacy proposing the Extension Amendment and the Trust Amendment?
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A:
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Our Charter provides that Legacy has until May 20, 2020 to complete a business combination. On December 2, 2019, Legacy entered into the Share Exchange Agreement pursuant to which Legacy will purchase all of the issued and outstanding shares of a wholly-owned holding company organized in the Cayman Islands that at closing will hold the Blue Impact business. We refer to the transactions contemplated by the Share Exchange Agreement as the “Business Combination.” To the extent that the Extension is approved by the stockholders and the Business Combination is not otherwise closed by May 20, 2020, the parties to the Share Exchange Agreement would have to mutually agree to extend the current term of the Share Exchange Agreement.
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Following
the closing of the Business Combination (the “Closing”), we will change our legal name from Legacy Acquisition Corp.
to Blue Impact Inc. (“Blue Impact”).
In
connection with the Business Combination, we are also seeking amendments to our public warrants and private placement warrants.
We have outstanding 30,000,000 public warrants and 17,500,000 private placement warrants each entitling the holder to acquire
0.5 of a share of our Class A common stock at an exercise price of $5.75. These amendments would involve all our outstanding public
warrants and private placement warrants being cancelled at the Closing or as soon as practicable thereafter in exchange for either
(i) $1.00 in cash per warrant, if the aggregate gross cash proceeds from the trust at the Closing (after all redemptions of shares
of Class A common stock in connection with the Business Combination but including any proceeds received by Legacy from the PIPE
Financing (if consummated)) equals at least $225 million or (ii) $0.50 in cash and 0.055 of a share of Blue Impact common stock
per warrant, if the aggregate gross cash proceeds from the trust at the Closing after all redemptions of shares of Class A common
stock in connection with the Business Combination but including any proceeds received by Legacy from the PIPE Financing (if consummated))
is less than $225 million. However, in respect of at least 14,587,770 of the 17,500,000 private placement warrants owned by our
Sponsor, our Sponsor has agreed to receive all stock in such exchange at a rate of 0.11 of a share of Blue Impact common stock
per warrant (or 1,604,655 shares in total) and that such private placement warrants may not be exchanged for cash notwithstanding
the terms of the Private Warrant Amendment. Legacy further agreed to offer the option to certain institutional investors of Sponsor,
who are the beneficial owners of the remaining 2,912,230 private placement warrants in the aggregate (which are held of record
by the Sponsor), to exchange such private placement warrants for either (a) 0.11 shares of Blue Impact common stock per private
placement warrant or (b) the same consideration as set forth in the Private Warrant Amendment; provided, that if such beneficial
owners cease to beneficially own any of such private placement warrants for any reason, such private placement warrants shall
revert back to the Sponsor and shall be exchanged solely for 0.11 shares of Blue Impact common stock per private placement warrant
and may not be exchanged for cash notwithstanding the terms of the Private Warrant Amendment. We expect the beneficial owners
of the remaining 2,912,230 private placement warrants to exchange their private placement warrants for the same consideration
as the public warrants pursuant to the Public Warrant Amendment.
The
purpose of the Extension Amendment is to allow additional time for us and the Seller to complete the Business Combination. Our
Charter provides that the Company has until May 20, 2020 to complete a business combination; however, due to the uncertainties
in the capital markets and resulting conditions in the economy and the Blue Impact business resulting from the coronavirus (“COVID-19”)
pandemic, our board of directors believes that it may not be in the best interests of Legacy and its stockholders to consummate
the Business Combination by May 20, 2020. The recent outbreak of the COVID-19 pandemic and the related restrictions on business
and travel put in place by governments around the world could impact the business, financial condition and results of operations
of the Blue Impact business; although, the Blue Impact business is still working to assess the impact of the COVID-19 pandemic
on the Blue Impact business and to implement responsive actions designed to mitigate the potential adverse consequences of the
COVID-19 pandemic. Additionally, in connection with the Business Combination, Legacy announced its intention to pursue a potential
PIPE financing with both new and current investors to manage redemptions from the Trust Account and/or provide potential additional
financing for the acquisition of the Blue Impact business (the “PIPE Financing”). Although Legacy may elect not to
pursue a PIPE Financing and any related terms are subject to negotiation and change, and the approval of the Seller, the uncertainties
in the capital markets and resulting conditions in the economy and uncertainties in the Blue Impact business resulting from the
COVID-19 pandemic have contributed to delays in the PIPE Financing process. (For more information related to the PIPE Financing,
stockholders should refer to the Business Combination Proxy Statement, filed with the SEC on March 31, 2020.) Accordingly, our
board of directors has determined that it is in the best interests of our stockholders to extend the date that the Company has
to consummate the Business Combination (or, if terminated, an alternative business combination) to the Extended Date.
You
are not being asked in this proxy statement to vote on the Business Combination. You will have the opportunity to vote
on the Business Combination at the Special Meeting related to the Business Combination, which is to take place on [April 23, 2020].
For more information regarding the Business Combination, please refer to the Business Combination Proxy Statement filed with the
SEC on March 31, 2020.
Q:
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Why should
I vote “FOR” the Extension Amendment Proposal?
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A:
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The Company’s
board of directors believes stockholders will benefit from the Company consummating a business combination and is proposing the
Extension Amendment to extend the date by which the Company has to complete the Business Combination (or, if terminated, an alternative
business combination) until the Extended Date and to permit the withdrawal of funds from the Trust Account to pay stockholders
who properly exercise their redemption rights in connection with the Extension Amendment. The Extension would give the Company
additional time to complete a business combination.
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Given
the uncertainties in the capital markets and resulting conditions in the economy and the Blue Impact business resulting from the
coronavirus (COVID-19) pandemic, the Company believes that the Extension would provide the Company the opportunity to let the
market conditions stabilize before engaging in the potential PIPE Financing and consummating the Business Combination.
Our
board of directors recommends that you vote in favor of the Extension Amendment, but expresses no opinion as to whether you should
redeem your public shares.
Q:
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Why should
I vote “FOR” the Trust Amendment Proposal?
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A:
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As discussed
above, our board of directors believes that stockholders will benefit from the Company consummating the Business Combination (or,
if terminated, an alternative business combination), and approval of the Trust Amendment is a condition to the implementation
of the Extension Amendment.
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Whether a holder of public shares
votes in favor of or against the Extension Amendment Proposal and the Trust Amendment Proposal, if such proposals are approved,
the holder may, but is not required to, redeem all or a portion of its public shares for a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable
and up to $750,000 released to us annually to fund working capital requirements), divided by the number of then outstanding public
shares. We will not proceed with the Extension if redemptions or repurchases of our public shares cause us to have less than $5,000,001
of net tangible assets following approval of the Extension Amendment Proposal and the Trust Amendment Proposal.
Liquidation
of the Trust Account is a fundamental obligation of the Company to the public stockholders and we are not proposing and will not
propose to change that obligation to the public stockholders. If holders of public shares do not elect to redeem their public
shares, such holders shall retain redemption rights in connection with any business combination we propose. Assuming the Extension
Amendment is approved, we will have until the Extended Date to complete a business combination.
Our
board of directors recommends that you vote in favor of the Trust Amendment, but expresses no opinion as to whether you should
redeem your public shares.
Q:
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When
would the board of directors abandon the Extension Amendment Proposal and the Trust Amendment Proposal?
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A:
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Our board
of directors will abandon the Extension Amendment Proposal and the Trust Amendment Proposal if our stockholders do not approve
both the Extension Amendment and the Trust Amendment. In addition, notwithstanding stockholder approval of the Extension Amendment
and the Trust Amendment, our board of directors will retain the right to abandon and not implement the Extension Amendment and
the Trust Amendment at any time without any further action by our stockholders.
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Q:
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How do
the Company insiders intend to vote their shares?
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A:
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Our Sponsor
and all of our directors, executive officers, and their respective affiliates are expected to vote any common stock over which
they have voting control (including any public shares that they may then own) in favor of the Extension Amendment Proposal and
the Trust Amendment Proposal. Currently, our Sponsor and our officers and directors own approximately 20% of our issued and outstanding
shares of common stock consisting of all of the Founder Shares. Our Sponsor, our directors, executive officers, and their respective
affiliates do not intend to purchase shares of common stock in the open market or in privately negotiated transactions in connection
with the stockholder vote on the Extension Amendment Proposal and the Trust Amendment Proposal.
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Q:
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What
vote is required to adopt the Extension Amendment Proposal?
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A:
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Approval
of the Extension Amendment Proposal requires the affirmative vote of at least 65% of the Company’s outstanding shares of
Class A common stock and Class F common stock, voting together as a single class. Approval of the Trust Amendment Proposal is
a condition to the implementation of the Extension Amendment.
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Q:
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What
vote is required to approve the Trust Amendment Proposal?
|
A:
|
Approval
of the Trust Amendment Proposal requires the affirmative vote of at least 65% of the Company’s outstanding shares of Class
A common stock and Class F common stock, voting together as a single class. Approval of the Trust Amendment Proposal is a condition
to the implementation of the Extension Amendment.
|
Q:
|
Will
you seek any further extensions to liquidate the Trust Account?
|
A:
|
Other than
the extension to the Extended Date as described in this proxy statement, the Company does not currently anticipate seeking any
further extension to consummate a business combination, although it may determine to do so in the future.
|
Q:
|
What
happens if the Extension Amendment Proposal or the Trust Amendment Proposal is not approved?
|
A:
|
If the Extension
Amendment Proposal or the Trust Amendment Proposal is not approved and we have not consummated a business combination by May 20,
2020, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest (less up to $50,000 of interest to pay dissolution expenses (which
interest shall be net of taxes payable and up to $750,000 released to us annually to fund working capital requirements) divided
by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights
as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board
of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law.
|
There
will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we
fail to complete a business combination by May 20, 2020 or, if the Extension Amendment Proposal and the Trust Amendment
Proposal are approved, the Extended Date. In the event of a liquidation, our Sponsor, our officers and directors and our
other initial stockholders will not receive any monies held in the Trust Account as a result of their ownership of the
Founder Shares or the private placement warrants; however, our initial stockholders who have acquired public shares after our
IPO will be entitled to monies from the Trust Account with respect to such public shares if we fail to complete a business
combination by May 20, 2020 or, if the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the
Extended Date.
Q:
|
If the
Extension Amendment Proposal and the Trust Amendment Proposal are approved, what happens next?
|
A:
|
If the Extension
Amendment Proposal and the Trust Amendment Proposal are approved, the Company will file an amendment to the Charter with the Secretary
of State of the State of Delaware in the form of Exhibit A hereto to extend the time it must complete a business combination
until the Extended Date. The Company will remain a reporting company under the Exchange Act, and its units, Class A common stock
and warrants will remain publicly traded. The Company will continue to work to consummate a business combination by the Extended
Date.
|
If
our board of directors determines that we will not be able to consummate an initial business combination by the Extended Date
or determines that completion of the Business Combination (or, if terminated, an alternative business combination) is not in the
best interests of us or our stockholders, our board of directors would wind up our affairs and redeem 100% of the outstanding
public shares in accordance with the same procedures that would be applicable if the Extension Amendment proposal is not approved.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, to the extent any public stockholders have elected
to have their public shares redeemed, the associated Withdrawal Amount will be removed from the Trust Account and will reduce
the amount remaining in the Trust Account and increase the percentage interest of our common stock held by our Sponsor, our officers
and directors and our other initial stockholders as a result of their ownership of the Founder Shares.
Notwithstanding
stockholder approval of the Extension Amendment and the Trust Amendment, our board of directors will retain the right to abandon
and not implement the Extension Amendment and the Trust Amendment at any time without any further action by our stockholders.
Q:
|
What
happens to the warrants if the Extension Amendment and the Trust Amendment are not approved?
|
A:
|
If the Extension
Amendment and the Trust Amendment are not approved and we have not consummated a business combination by May 20, 2020,
we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account, including interest (less up to $50,000 of interest to pay dissolution expenses (which interest
shall be net of taxes payable and up to $750,000 released to us annually to fund working capital requirements) divided by the
number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders
(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,
dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the
requirements of other applicable law.
|
There
will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail
to complete a business combination by May 20, 2020.
Q:
|
What
happens to the warrants if the Extension Amendment Proposal and the Trust Amendment Proposal are approved?
|
A:
|
If the Extension
Amendment Proposal and the Trust Amendment Proposal are approved, we will retain the blank check company restrictions previously
applicable to us and continue to attempt to consummate a business combination until the Extended Date. The public warrants will
remain outstanding in accordance with their terms.
|
Q:
|
Who is
entitled to attend and vote at the Special Meeting?
|
A:
|
You can
attend and vote at the Special Meeting if, as of the close of business on April 6, 2020, the record date for the Special Meeting,
you were a stockholder of record of the Company’s Class A common stock or Class F common stock. As of the record date, there
were 29,305,180 shares of our Class A common stock and 7,500,000 shares of our Class F common stock outstanding.
|
See
“How do I gain admission to the Special Meeting” for additional information.
Q:
|
What
is the quorum requirement for the Special Meeting?
|
A:
|
A quorum
of stockholders is necessary to hold a valid meeting of stockholders. A quorum will be present at the Special Meeting if at least
a majority of the outstanding shares of Class A common stock and Class F common stock on the record date are represented by stockholders
present at the meeting in person or by proxy.
|
Your
shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your bank, broker
or other nominee) or if you vote in person at the Special Meeting. Abstentions and broker non-votes will be counted towards the
quorum requirement. If there is no quorum, the chairman of the meeting may adjourn the Special Meeting to another date.
As of the record date for the Special
Meeting, 18,402,591 shares of our common stock would be required to achieve a quorum.
Q:
|
How are
votes counted?
|
A:
|
For each
of the Extension Amendment Proposal and the Trust Amendment Proposal, you may vote “FOR,” “AGAINST,” or
“ABSTAIN.” If you elect to “ABSTAIN,” the abstention will have the same effect as a vote “AGAINST”
such proposal.
|
If
you provide specific instructions with regard to a proposal, your shares will be voted as you instruct on such proposal. If no
instructions are indicated on a properly executed proxy card, the shares will be voted as recommended by our board of directors.
(See “What will happen if I submit my proxy but do not vote on a proposal?” for additional information.)
Votes
will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST”
votes and abstentions.
Q:
|
What
vote is required to approve the Extension Amendment Proposal and the Trust Amendment Proposal?
|
A:
|
Each of
the Extension Amendment Proposal and the Trust Amendment Proposal must be approved by the affirmative vote of at least 65% of
the Company’s outstanding shares of Class A common stock and Class F common stock, voting together as a single class.
|
Accordingly,
a Company stockholder’s failure to vote by proxy or to vote in person at the Special Meeting or an abstention with respect
to the Extension Amendment Proposal or Trust Amendment Proposal will have the same effect as a vote “AGAINST” such
proposal.
Q:
|
What
are the voting rights of each class of stock?
|
A:
|
For each
proposal, stockholders are entitled to cast one vote for each share of Class A common stock held as of the record date and 1 vote
for each share of Class F common stock held as of the record date. There are no cumulative voting rights.
|
Q:
|
Does
the board of directors recommend voting for the approval of the Extension Amendment Proposal and the Trust Amendment Proposal?
|
A:
|
Yes. After
careful consideration of the terms and conditions of these proposals, our board of directors has determined that the Extension
Amendment and the Trust Amendment are in the best interests of the Company and its stockholders. The board of directors recommends
that our stockholders vote “FOR” the Extension Amendment Proposal and the Trust Amendment Proposal.
|
Q:
|
How do
I gain admission to the Special Meeting?
|
A:
|
We intend
to hold the Special Meeting in person. However, we are actively monitoring the coronavirus (COVID-19); we are sensitive to the
public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose.
In the event it is not possible or advisable to hold the Special Meeting in person, we will announce alternative arrangements
for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please
monitor the special meeting website at http://www.cstproxy.com/legacyacquisition/sm2020/notice for updated information. If you
are planning to attend the Special Meeting, please check the website one week prior to the meeting date. As always, we encourage
you to vote your shares prior to the Special Meeting.
|
If
we do hold the Special Meeting in person and you are a stockholder, except a registered stockholder, you must bring with you the
top portion of your proxy card as your admission ticket and a government-issued photo identification (such as a valid driver’s
license or passport) to gain admission to the Special Meeting. If you are a registered stockholder and did not receive
a proxy card, please call, William C. Finn, our Secretary at (513) 618-7161 to request admission to the meeting.
If
you hold your shares in street name and want to attend the Special Meeting, you must bring your government-issued photo
identification, together with:
|
●
|
An admission
ticket that you received from your bank, broker or other nominee; or
|
|
|
|
|
●
|
A letter
from your bank, broker, or other nominee indicating that you were the beneficial owner of Company stock as of the record date;
or
|
|
|
|
|
●
|
Your most
recent account statement indicating that you were the beneficial owner of Company stock as of the record date.
|
All
packages and bags are subject to inspection.
Q:
|
What
is the difference between a registered stockholder and a stockholder who owns stock in street name?
|
A:
|
If you hold
shares of Class A common stock or Class F common stock directly in your name, you are a registered stockholder. If you
own your Company shares indirectly through a bank, broker, or other nominee, those shares are held in street name.
|
Q:
|
Can I
vote my shares before the Special Meeting?
|
A:
|
Yes. If
you are a registered stockholder, you may vote your shares before the Special Meeting by mail. You can vote your shares
by mail by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
|
If
your shares are held in street name, your bank, broker or other nominee should provide you with a voting instruction form
that contains our proxy materials and instructions on how to vote online or to request a paper or email copy of our proxy materials.
Please
see the information your bank, broker or other nominee provided you for more information on these voting options.
Q:
|
Can I
vote in person at the Special Meeting instead of by proxy?
|
A:
|
If we hold
the Special Meeting in person, then yes. If you are a registered stockholder, you may vote your shares before the Special
Meeting by mail. Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it
to Continental Stock Transfer & Trust Company, our transfer agent, at Continental Stock Transfer & Trust Company, 1 State
Street, 30th Floor, New York, New York, 10004, Attn: Mark Zimkind. To be valid, proxy cards must be received before
the start of the Special Meeting.
|
If
your shares are held in street name, you cannot vote those shares at the Special Meeting unless you have a legal proxy
from your bank, broker or other nominee. If you plan to attend and vote your street-name shares at the Special Meeting, you should
request a legal proxy from your broker, bank or other nominee and bring it with you to the Special Meeting.
Whether
or not you plan to attend the Special Meeting, we strongly encourage you to vote your shares by proxy before the Special Meeting.
Q:
|
Can I
revoke my proxy or change my voting instructions once submitted?
|
A:
|
If you are
a registered stockholder, you can revoke your proxy and change your vote before the Special Meeting by:
|
|
●
|
Sending
a written notice of revocation to our corporate headquarters to the attention of our Secretary (the notification must be received
by 11:59 p.m. EDT on [●] [●], 2020). The notice should be addressed as follows:
|
1308
Race Street, Suite 200
Cincinnati,
Ohio 45202
Attn:
Secretary
|
●
|
Submitting
a new properly signed and dated paper proxy card with a later date (your proxy card must be received before the start of the Special
Meeting).
|
If
your shares are held in street name, you should contact your bank, broker or other nominee about revoking your voting instructions
and changing your vote before the Special Meeting.
If
you are eligible to vote at the Special Meeting, you also can revoke your proxy or voting instructions and change your vote at
the Special Meeting by submitting a written ballot before the polls close.
Q:
|
What
will happen if I submit my proxy but do not vote on a proposal?
|
A:
|
If you submit
a valid proxy but fail to provide instructions on how you want your shares to be voted, properly submitted proxies will be voted:
|
|
●
|
“FOR”
the Extension Amendment Proposal; and
|
|
|
|
|
●
|
“FOR”
the Trust Amendment Proposal.
|
Q:
|
What
will happen if I neither submit my proxy nor vote my shares in person at the Special Meeting?
|
A:
|
If you are
a registered stockholder, your shares will not be voted.
|
If
your shares are held in street name, your bank, broker or other nominee does not have discretionary authority to vote your
shares on the Extension Amendment Proposal and the Trust Amendment Proposal and your shares cannot be voted by your bank, broker
or other nominee without your instructions.
Accordingly,
your failure to vote or a broker non-vote with respect to the Extension Amendment Proposal or Trust Amendment Proposal will have
the same effect as a vote “AGAINST” such proposal.
Q:
|
What
do I do if I do not want the Extension Amendment Proposal or the Trust Amendment Proposal to be approved?
|
A:
|
If you do
not want the Extension Amendment Proposal or Trust Amendment Proposal to be approved, you must abstain, not vote, or vote “AGAINST”
the proposals.
|
Q:
|
What
does it mean if I receive more than one set of materials?
|
A:
|
You probably
have multiple accounts with us and/or banks, brokers or other nominees. You should vote all of the shares represented by the proxy
cards and/or voting instruction forms. Certain banks, brokers or other nominees have procedures in place to discontinue duplicate
mailings upon a stockholder’s request. You should contact your bank, broker or other nominee for more information.
|
Q:
|
How many
shares must be present to conduct business at the Special Meeting?
|
A:
|
To carry
on the business of the Special Meeting, holders of shares of our outstanding capital stock representing a majority of the voting
power of all outstanding shares of capital stock of the Company entitled to vote at such meeting shall constitute a quorum for
the transaction of business at the Special Meeting.
|
Q:
|
Are abstentions
and broker non-votes counted in the vote totals?
|
A:
|
A broker
non-vote occurs when shares held by a bank, broker or other nominee are not voted with respect to a particular proposal because
the bank, broker or other nominee does not have discretionary authority to vote on the matter and has not received voting instructions
from its clients. If your bank, broker or other nominee holds your shares in its name and you do not instruct your bank, broker
or other nominee how to vote, your bank, broker or other nominee will only have discretion to vote your shares on “routine”
matters. Where a proposal is not “routine,” a bank, broker or other nominee who has received no instructions from
its clients does not have discretion to vote its clients’ uninstructed shares on that proposal. When a bank, broker or other
nominee is unable to vote shares for this reason, it is called a “broker non-vote.” At our Special Meeting, the Extension
Amendment Proposal and the Trust Amendment Proposal are not routine and cannot be voted by your bank, broker or other nominee
without your instructions.
|
Broker
non-votes and abstentions by stockholders from voting (including banks, brokers or other nominees holding their clients’
shares of record who cause abstentions to be recorded) will be counted towards determining whether or not a quorum is present.
A broker non-vote with respect to the Extension Amendment Proposal or Trust Amendment Proposal will have the same effect as a
vote “AGAINST” such proposal.
Q:
|
What
interests do the Company’s Sponsor, directors and officers have in the approval of the proposals?
|
A:
|
Our Sponsor,
directors and officers and other initial stockholders have interests in the proposals that may be different from, or in addition
to, your interests as a stockholder. These interests include ownership of 7,500,000 Founder Shares (purchased for $25,000) and
17,500,000 private placement warrants (purchased for $8.75 million), which would expire worthless if a business combination is
not consummated, and the possibility of future compensatory arrangements. Under the terms of the Share Exchange Agreement, the
Sponsor will transfer 3,500,000 outstanding Founder Shares back to Legacy prior to the Closing, which shares will then be cancelled
and cease to be outstanding; and, in consideration for such shares, the Sponsor will be granted the right to potentially receive
up to 2,000,000 shares of Blue Impact common stock after the Closing, subject to certain adjustments as set forth in the Share
Exchange Agreement. See the section entitled “Proposal No. 1 and Proposal No. 2 — The Extension Amendment and the
Trust Amendment — Interests of the Company’s Directors and Officers”.
|
Q:
|
Do I
have appraisal rights if I object to the Extension Amendment and the Trust Amendment?
|
A:
|
Our stockholders
do not have appraisal rights in connection with the Extension Amendment or the Trust Amendment under the DGCL.
|
Q:
|
Will
any other business be transacted at the meeting? If so, how will my proxy be voted?
|
A:
|
Management
does not know of any business to be transacted at the Special Meeting other than those matters described in this proxy statement.
However, should any other matters properly come before the meeting, and any adjournments or postponements thereof, shares with
respect to which voting authority has been granted to the proxies will be voted by the proxies in accordance with their judgment.
|
Q:
|
How do
I redeem my shares of common stock?
|
A:
|
If the Extension
is implemented, our public stockholders may seek to redeem all or a portion of their public shares at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of
taxes payable and up to $750,000 released to us annually to fund working capital requirements), divided by the number of then
outstanding public shares. Public stockholders may exercise their redemption rights regardless of whether such public stockholders
were holders as of the record date.
|
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved by the requisite vote of stockholders, the remaining
holders of public shares will retain their right to redeem their public shares when a business combination is submitted to the
stockholders, subject to any limitations set forth in our Charter as amended by the Extension Amendment. In addition, public stockholders
who do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed a business
combination by the Extended Date.
In order to exercise your redemption
rights, you must, prior to 5:00 p.m. Eastern daylight time on [●] [●], 2020 (two business days before the Special Meeting),
tender your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to Continental
Stock Transfer & Trust Company, our transfer agent, at the following address:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com
Q:
|
Who will pay the cost of soliciting votes for the Special
Meeting?
|
A:
|
We will pay for the entire cost of soliciting proxies.
We have engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay Morrow
Sodali LLC a fee of $[30,000]. We will also reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify
Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed
proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication.
These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks
and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will decrease
the cash available to us to consummate a business combination if the Extension is approved, we do not expect such payments to
have a material effect on our ability to consummate a business combination.
|
Q:
|
What do I need to do now?
|
A:
|
We urge you to read carefully and consider the information
contained in this proxy statement, including the exhibits, and to consider how the proposals will affect you as our stockholder.
You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed
proxy card.
|
Q:
|
Who can help answer my questions?
|
A:
|
If you have questions about the proposals or if you need
additional copies of the proxy statement or the enclosed proxy card you should contact:
|
Legacy Acquisition Corp.
1308 Race Street, Suite 200
Cincinnati, Ohio 45202
Attn: Secretary
Telephone: (513) 618-7161
You may also contact our proxy solicitor at:
Morrow Sodali LLC
470 West Avenue
Stamford CT 06902
Individuals, call (800) 662-5200,
Banks and brokers, call (203) 658-9400
Email: LGC.info@morrowsodali.com
You may also obtain additional
information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where
You Can Find More Information”.
SPECIAL MEETING OF STOCKHOLDERS
General
This proxy statement
is being furnished to the holders of Class A common stock and Class F common stock of the Company in connection with the solicitation
by our Board of Directors of proxies to be voted at the special meeting of stockholders of the Company (the “Special Meeting”)
to be held on [●]day, [●] [●], 2020, at 11:00 a.m., Eastern Time, at the corporate headquarters of the company
located at 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, or at any adjournment or postponement of the Special Meeting. We
intend to hold the Special Meeting in person. However, we are actively monitoring the coronavirus (COVID-19); we are sensitive
to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments
may impose. In the event it is not possible or advisable to hold the Special Meeting in person, we will announce alternative arrangements
for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please
monitor the special meeting website at http://www.cstproxy.com/legacyacquisition/sm2020/notice for updated information. If you
are planning to attend the Special Meeting, please check the website one week prior to the meeting date. As always, we encourage
you to vote your shares prior to the Special Meeting. This proxy statement contains important information regarding the Special
Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and
voting procedures.
This proxy statement
and the other proxy materials are first being made available on or about [●] [●], 2020 to all stockholders entitled
to notice of, and to vote at, the Special Meeting. At the close of business on April 6, 2020, the record date for the Special Meeting,
there were 29,305,180 shares of Class A common stock and 7,500,000 shares of Class F common stock outstanding. Only the holders
of record of our Class A common stock and Class F common stock as of the close of business on the record date are entitled to notice
of, attend and to vote at, the Special Meeting and any adjournment or postponement thereof.
Date, Time and Place of Special Meeting
The Special Meeting
will be held at 11:00 a.m., Eastern Time, on [●]day, [●] [●], 2020, at the corporate headquarters of the company
located at 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, or such other date, time and place to which such meeting may be
adjourned or postponed, to consider and vote upon the proposals. We intend to hold the Special Meeting in person. However, we are
actively monitoring the coronavirus (COVID-19); we are sensitive to the public health and travel concerns our stockholders may
have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold
the Special Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may
include holding the meeting solely by means of remote communication. Please monitor the special meeting website at http://www.cstproxy.com/legacyacquisition/sm2020/notice
for updated information. If you are planning to attend the Special Meeting, please check the website one week prior to the meeting
date. As always, we encourage you to vote your shares prior to the Special Meeting.
Voting Power; Record Date
As a stockholder of
the Company, you have a right to vote on certain matters affecting the Company. The proposals that will be presented at the Special
Meeting and upon which you are being asked to vote are summarized below and fully set forth in this proxy statement. You will be
entitled to vote or direct votes to be cast at the Special Meeting if you owned shares of our common stock at the close of business
on April 6, 2020, which is the record date for the Special Meeting. For each proposal, you are entitled to one vote for each share
of Class A common stock that you hold as of the record date and one vote for each share of Class F common stock that you hold as
of the record date. There are no cumulative voting rights.
If your shares are held
in “street name” or are in a margin or similar account, you should contact your bank, broker, or other nominee to ensure
that votes related to the shares you beneficially own are properly counted. On the record date, there were 29,305,180 shares of
Class A common stock and 7,500,000 shares of Class F common stock outstanding. As of the record date, all of the shares of Class
F common stock were held by our Sponsor.
Proposals at the Special Meeting
At the Special Meeting,
our stockholders will vote on the following proposals:
|
1.
|
A proposal to amend (the “Extension Amendment”)
the Company’s amended and restated certificate of incorporation (our “Charter”), as amended by that amendment
to the amended and restated certificate of incorporation of Legacy Acquisition Corp., dated October 22, 2019, to extend the date
by which the Company has to consummate a business combination (the “Extension”) from May 20, 2020 to November 20,
2020 (the “Extended Date”), a copy of which is attached as Exhibit A to this proxy statement and as more fully
described herein, which we refer to in this proxy statement as the “Extension Amendment Proposal”; and
|
|
2.
|
A proposal to amend (the “Trust Amendment”)
the Company’s investment management trust agreement (the “Trust Agreement”), dated as of November 16, 2017,
as amended by that amendment no. 1 to investment management trust agreement, dated October 22, 2019, by and between the Company
and Continental Stock Transfer & Trust Company (the “Trustee”), to extend the date on which to commence liquidating
the trust account (“Trust Account”) established in connection with the Company’s initial public offering in
the event the Company has not consummated a business combination from May 20, 2020 to the Extended Date, a copy of which is attached
as Exhibit B to this proxy statement and as more fully described herein, which we refer to in this proxy statement as the
“Trust Amendment Proposal”.
|
Our stockholders should note that we intend
to hold the Special Meeting and, if approved, effect the Extension Amendment and the Trust Amendment only if the Business Combination
is not consummated by May 20, 2020.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” EACH OF THE EXTENSION AMENDMENT PROPOSAL AND THE TRUST AMENDMENT PROPOSAL.
Quorum and Required Vote for Proposals for the Special Meeting
A quorum of our stockholders
is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if, the holders of shares of our outstanding
Class A common stock and Class F common stock, representing a majority of the voting power of all outstanding shares of capital
stock of the Company entitled to vote at such meeting is represented in person or by proxy.
Approval of each of
the Extension Amendment Proposal and the Trust Amendment Proposal requires, at a meeting at which a quorum is present, the affirmative
vote of at least 65% of the Company’s outstanding shares of Class A common stock and Class F common stock, voting together
as a single class. Approval of the Trust Amendment is a condition to the implementation of the Extension Amendment.
A stockholder’s
failure to vote by proxy or to vote in person at the Special Meeting will not be counted towards the number of shares of common
stock required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have the
effect of a vote “AGAINST” the Extension Amendment Proposal and the Trust Amendment Proposal. Abstentions and broker
non-votes will be counted in connection with the determination of whether a valid quorum is established. Failure to vote by proxy
or to vote in person or an abstention from voting on the Extension Amendment Proposal or the Trust Amendment Proposal will also
have the same effective as a vote “AGAINST” such proposal.
Recommendation to Stockholders
Our board of directors
believes that each of the Extension Amendment Proposal and the Trust Amendment Proposal is in the best interests of Legacy and
its stockholders and recommends that its stockholders vote “FOR” each of the proposals to be presented at the Special
Meeting.
Vote of the Company’s Sponsor, Directors and Officers
Our Sponsor and all
of our directors, executive officers, and their respective affiliates are expected to vote any common stock over which they have
voting control (including any public shares that they may then own) in favor of the Extension Amendment and the Trust Amendment.
Currently, our Sponsor and our officers and directors own approximately 20% of our issued and outstanding shares of common stock
consisting of all of the Founder Shares. Our Sponsor, our directors and executive officers, and their affiliates do not intend
to purchase shares of Class A common stock in the open market or in privately negotiated transactions in connection with the stockholder
vote on the Extension Amendment and the Trust Amendment.
Interests of the Company’s Sponsor, Directors and Officers
When you consider the
recommendation of our board of directors to vote for the Extension Amendment Proposal or the Trust Amendment Proposal presented
at the Special Meeting, you should be aware that aside from its interest as a stockholder, our Sponsor and certain of its affiliates
and certain members of our board of directors and officers have interests in Legacy that are different from, or in addition to,
the interests of our stockholders generally. Our board of directors was aware of and considered these interests, among other matters,
in evaluating the Extension Amendment Proposal and the Trust Amendment Proposal and in recommending to our stockholders that they
vote in favor of the proposals presented at the Special Meeting. Stockholders should take these interests into account in deciding
whether to approve the Extension Amendment Proposal or the Trust Amendment Proposal presented at the Special Meeting. These interests
include, among other things:
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Our Sponsor has agreed not to redeem any of the Founder
Shares in connection with a stockholder vote to approve a proposed business combination;
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Our Sponsor, directors and executive officers and other initial stockholders hold 7,500,000 Founder Shares (purchased for $25,000) and 17,500,000 private placement warrants (purchased for $8.75 million), which would expire worthless if a business combination is not consummated by May 20, 2020, unless such date is extended by the Extension Amendment, as well as the possibility of future compensatory arrangements. Irrespective of existing lock-up agreements that impose restrictions on the transfer of the Founder Shares and private placement warrants, such Founder Shares and private placement warrants had an aggregate market value of approximately $82,725,000 based on the last sale price of our Class A common stock of $10.40 and warrants of $0.27, respectively, on the NYSE on April 6, 2020;
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Under the terms of the Share Exchange Agreement, the Sponsor
will transfer 3,500,000 outstanding Founder Shares back to Legacy prior to the Closing, which shares will then be cancelled and
cease to be outstanding; and, in consideration for such shares, the Sponsor will be granted the right to potentially receive up
to 2,000,000 shares of Blue Impact common stock after the Closing, subject to certain adjustments as set forth in the Share Exchange
Agreement.
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Our Sponsor has agreed to waive its rights to liquidating
distributions from the Trust Account with respect to the Founder Shares if we fail to complete the Business Combination by May
20, 2020, unless such date is extended by the Extension Amendment;
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If the Trust Account is liquidated, including in the event
we are unable to complete a business combination by May 20, 2020, unless such date is extended by the Extension Amendment, our
Sponsor has agreed that it will indemnify us and hold us harmless if and to the extent any claims by a vendor for services rendered
or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce
the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held
in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in
each case net of the amount of interest which may be withdrawn to pay taxes and up to $750,000 to fund working capital requirements
annually, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account
and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities,
including liabilities under the Securities Act;
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Our Sponsor, directors and executive officers will lose
their entire investment in us and will not be reimbursed for any out-of-pocket expenses if a business combination is not consummated
by May 20, 2020, unless such date is extended by the Extension Amendment;
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All rights specified in our Charter relating to the right
of our directors and officer to be indemnified by us, and of our directors and officers to be exculpated from monetary liability
with respect to prior acts or omissions, will continue after a business combination. If a business combination is not approved
and we liquidate, we will not be able to perform our obligations to our directors and officers under those provisions;
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None of our executive officers or directors has received
any cash compensation for services rendered to Legacy. All of the current members of our board of directors are expected to continue
to serve as directors at least through the date of the Special Meeting and may continue to serve following any potential business
combination and receive compensation thereafter; and
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Our Sponsor, our directors and executive officers, and
any entity with which they are affiliated, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection
with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations.
However, if the Company fails to obtain the Extension and consummate a business combination, they will not have any claim against
the Trust Account for reimbursement. Accordingly, we will most likely not be able to reimburse these expenses if a business combination
is not completed.
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Broker Non-Votes and Abstentions
A broker non-vote occurs
when shares held by a bank, broker or other nominee are not voted with respect to a particular proposal because the bank, broker
or other nominee does not have discretionary authority to vote on the matter and has not received voting instructions from its
clients. If your bank, broker or other nominee holds your shares in its name and you do not instruct your bank, broker or other
nominee how to vote, your bank, broker or other nominee will only have discretion to vote your shares on “routine”
matters. Where a proposal is not “routine,” a bank, broker or other nominee who has received no instructions from its
clients does not have discretion to vote its clients’ uninstructed shares on that proposal. At our Special Meeting, neither
the Extension Amendment Proposal nor the Trust Amendment Proposal is a routine matter. Accordingly, your bank, broker or other
nominee will not have discretion to vote on the Extension Amendment Proposal or the Trust Amendment Proposal, as these are a “non-routine”
matters.
Broker non-votes and
abstentions by stockholders from voting (including banks, brokers or other nominees holding their clients’ shares of record
who cause abstentions to be recorded) will be counted towards determining whether or not a quorum is present. A broker non-vote
with respect to the Extension Amendment Proposal or Trust Amendment Proposal will have the same effect as a vote “AGAINST”
such proposal.
Voting Your Shares — Registered Holders
If you are a registered
stockholder, you may vote by mail or in person at the Special Meeting. Each share of our common stock that you own in your name
entitles you to one vote on each of the proposals on which you are entitled to vote at the Special Meeting. We intend to hold the
Special Meeting in person. However, we are actively monitoring the COVID-19 pandemic; we are sensitive to the public health and
travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose. In the event
it is not possible or advisable to hold the Special Meeting in person, we will announce alternative arrangements for the meeting
as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor the special
meeting website at http://www.cstproxy.com/legacyacquisition/sm2020/notice for updated information. If you are planning to attend
the Special Meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares
prior to the Special Meeting.
Voting by Mail. You
can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals
named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. We encourage you to sign, date and
return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend
the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts.
Please sign, date and return all proxy cards to ensure that all of your shares are voted. If you sign and return the proxy card
but do not give instructions on how to vote your shares, your shares of our common stock will be voted as recommended by our board
of directors. Our board of directors recommends voting “FOR” each of the Extension Amendment Proposal and the Trust
Amendment Proposal. Votes submitted by mail must be received by 11:59 p.m., Eastern Time, on [●] [●], 2020.
Voting in Person
at the Meeting. If we hold the Special Meeting in person and you plan to vote in person, we will provide
you with a ballot at the Special Meeting. If your shares are registered directly in your name, you are considered the stockholder
of record and you have the right to vote in person at the Special Meeting.
Voting Your Shares — Beneficial Owners
If your shares are held
in an account at a bank, brokerage firm, or other nominee, then you are the beneficial owner of shares held in “street
name” and this proxy statement is being sent to you by that bank, broker, or other nominee. The bank, broker, or other
nominee holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a
beneficial owner, you have the right to direct your bank, broker, or other nominee regarding how to vote the shares in your account.
Your bank, broker or other nominee should provide you with a voting instruction form that contains our proxy materials and instructions
on how to vote online or to request a paper or email copy of our proxy materials. Please see the information your bank, broker
or other nominee provided you for more information on these voting options. As a beneficial owner, if you wish to vote at the Special
Meeting, you will need to bring to the Special Meeting a legal proxy from your bank, broker or other nominee authorizing you to
vote those shares. Please see “— Attending the Special Meeting” below for more details.
Attending the Special Meeting
Only stockholders on
the record date or their legal proxy holders may attend the Special Meeting (if it is held in person). To be admitted to the Special
Meeting, you will need a form of photo identification and valid proof of ownership of common stock or a valid legal proxy. If you
have a legal proxy from a stockholder of record, you must bring a form of photo identification and the legal proxy to the Special
Meeting. If you have a legal proxy from a “street name” stockholder, you must bring a form of photo identification,
a legal proxy from the record holder (that is, the bank, broker or other holder of record) to the “street name”
stockholder that is assignable, and the legal proxy from the “street name” stockholder to you. Stockholders
may appoint only one proxy holder to attend on their behalf.
Revoking Your Proxy
If your shares are registered
directly in your name and you give a proxy, you may revoke it at any time before the Special Meeting or at the Special Meeting
by doing any one of the following:
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you may send another proxy card with a later date;
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you may notify the Company’s Secretary in writing
to Legacy Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, before the Special Meeting that you have revoked
your proxy; or
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you may attend the Special Meeting (if it is held in person),
revoke your proxy, and vote in person, as indicated above. Attendance at the Special Meeting will not cause your previously granted
proxy to be revoked unless you specifically so request.
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For shares you hold beneficially in street name, you may change your vote by submitting
new voting instructions to your broker, bank, trustee, or other nominee following the instructions they provided, or, if you have
obtained a legal proxy from your broker, bank, trustee, or other nominee giving you the right to vote your shares, by attending
the Special Meeting and voting during the Special Meeting.
No Additional Matters
The Special Meeting
has been called only to consider the approval of the Extension Amendment Proposal and the Trust Amendment Proposal. Under our bylaws,
other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special
Meeting if they are not included in this proxy statement, which serves as the notice of the Special Meeting.
Who Can Answer Your Questions About Voting
If you have any questions
about how to vote or direct a vote in respect of your shares of our common stock, you may contact Morrow Sodali LLC, our proxy
solicitor, at:
Morrow Sodali LLC
470 West Avenue
Stamford CT 06902
Individuals, call (800) 662-5200, or
Banks and brokers, call (203) 658-9400
Email: LGC.info@morrowsodali.com
Redemption Rights
If the Extension Amendment
Proposal and the Trust Amendment Proposal are approved, and the Extension is implemented, public stockholders may elect to redeem
their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two
business days prior to such approval, including interest earned on the Trust Account deposits (which interest shall be net of taxes
payable and up to $750,000 released to us annually to fund working capital requirements), divided by the number of then outstanding
public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than
$5,000,001. Public stockholders may exercise their redemption rights regardless of whether such public stockholders were holders
as of the record date. If the Extension Amendment Proposal and the Trust Amendment Proposal are approved by the requisite vote
of stockholders, and the Extension is implemented, the remaining holders of public shares will retain the opportunity to have their
public shares redeemed upon the consummation of a business combination, subject to any limitations set forth in our Charter, as
amended. In addition, public stockholders who do not make the Election would be entitled to have their shares redeemed for cash
if we have not completed a business combination by the Extended Date. For illustrative purposes, based on the fair value of marketable
securities held in the Trust Account as of April 6, 2020 of approximately $305.967 million, the estimated per share redemption
price, less amounts to be withdrawn, would have been approximately $10.44.
TO DEMAND REDEMPTION,
PRIOR TO 5:00 P.M. EASTERN DAYLIGHT TIME ON [●] [●], 2020 (TWO BUSINESS DAYS BEFORE THE SPECIAL MEETING), YOU MUST
EITHER PHYSICALLY TENDER YOUR STOCK CERTIFICATES TO THE TRANSFER AGENT OR DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY
USING DTC’S DWAC SYSTEM, AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK, BROKER OR OTHER NOMINEEs COMPLIES WITH THE
REQUIREMENTS IDENTIFIED HEREIN.
In connection with
tendering your shares for redemption, you must elect either to (x) physically tender your stock certificates to Continental
Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 1
State Street, 30th Floor, New York, New York, 10004, Attn: Mark Zimkind, or (y) deliver your shares to the
transfer agent electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) system, which election would likely be
determined based on the manner in which you hold your shares. You must tender your shares in the manner described above
prior to 5:00 p.m. Eastern daylight time on [●] [●], 2020 (two business days before the Special Meeting) in order
to exercise your redemption rights in connection with the Extension. The requirement for physical or electronic delivery
prior to the vote at the Special Meeting ensures that a redeeming holder’s election is irrevocable once the Extension
Amendment Proposal and the Trust Amendment Proposal are approved. In furtherance of such irrevocable election, stockholders
making the election will not be able to tender their shares after the vote at the Special Meeting. The Company will provide
public stockholders with another opportunity to redeem their shares for cash in connection with the vote on any proposed
business combination when and if one is submitted to stockholders.
Through the DWAC system,
this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are
held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through
the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a
stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate
this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares
or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would
determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders
should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any
control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate.
Such stockholders will have less time to make their investment decision than those stockholders that deliver their shares through
the DWAC system. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for
tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.
Holders of outstanding
units must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the
public shares.
If you hold units registered
in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust Company, the Transfer
Agent, with written instructions to separate such public units into public shares and public warrants. This must be completed far
enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption
rights upon the separation of the public shares from the units.
If a broker, dealer,
commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee
must send written instructions by facsimile to Continental Stock Transfer & Trust Company, the Transfer Agent. Such written
instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically,
using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public
warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation
of the public shares from the units. While this is typically done electronically on the same business day, you should allow at
least one (1) full business day to accomplish the separation. If you fail to cause your units to be separated in a timely manner,
you will likely not be able to exercise your redemption rights timely.
Shares that have not
been tendered in accordance with these procedures prior to the vote on the Extension Amendment and the Trust Amendment will not
be redeemed for cash held in the Trust Account. In the event that a public stockholder tenders its shares and decides prior to
the vote at the Special Meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered
your shares for redemption to our transfer agent and decide prior to the vote at the Special Meeting not to redeem your shares,
you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting
our transfer agent at the address listed above. In the event that a public stockholder tenders shares and the Extension Amendment
and the Trust Amendment are not approved, these shares will not be redeemed and the physical certificates representing these shares
will be returned to the stockholder promptly following the determination that the Extension Amendment and the Trust Amendment will
not be approved. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote
to approve the Extension Amendment and the Trust Amendment would receive payment of the redemption price for such shares soon after
the completion of the Extension Amendment. The transfer agent will hold the certificates of public stockholders that make the election
until such shares are redeemed for cash or returned to such stockholders.
Each redemption of Class
A common stock by Legacy’s public stockholders will reduce the amount in the Trust Account, which held marketable securities
with a fair value of approximately $305.967 million as of April 6, 2020. In no event will Legacy redeem its Class A common stock
in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in our Charter.
Prior to exercising
redemption rights, you should verify the market price of Class A common stock, as you may receive higher proceeds from the sale
of our Class A common stock in the public market than from exercising redemption rights if the market price per share is higher
than the redemption price. There is no assurance that you will be able to sell your Class A common stock in the open market, even
if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the
Class A common stock when you wish to sell your shares.
If properly demanded,
and if the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company will redeem each public share
for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account two business days prior
to such approval, including interest earned on the Trust Account deposits (which interest shall be net of taxes payable and up
to $750,000 released to us annually to fund working capital requirements), divided by the number of then outstanding public shares.
As of the record date of the Special Meeting, this amount is expected to be approximately $10.44 per share. The closing price of
the Company’s Class A common stock on April 6, 2020 was $10.40.
If you exercise your
redemption rights, you will be exchanging your shares of the Company’s common stock for cash and will no longer own the shares.
You will be entitled to receive cash for these shares only if you properly demand redemption and tender your shares to the Company’s
transfer agent prior to 5:00 p.m. Eastern daylight time on [●] [●], 2020 (two business days before the Special Meeting).
The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the
Extension Amendment and the Trust Amendment would receive payment of the redemption price for such shares soon after the completion
of the Extension Amendment.
Appraisal Rights
Appraisal rights are
not available to holders of shares of our common stock in connection with the Extension Amendment or the Trust Amendment.
Proxy Solicitation Costs
Legacy will pay for
the entire cost of soliciting proxies. Legacy has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special
Meeting. We have agreed to pay Morrow Sodali LLC a fee of [$30,000]. Legacy will also reimburse Morrow Sodali LLC for reasonable
out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages
and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone
or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also
reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment
of these expenses will decrease the cash available to us to consummate a business combination if the Extension is approved, we
do not expect such payments to have a material effect on our ability to consummate a business combination.
Postponement or Adjournment of the Special Meeting
We may postpone the
Special Meeting by making a public announcement of such postponement prior to the start of the Special Meeting. Our bylaws permit
the chairman of the meeting to adjourn the meeting, without notice other than an announcement at the Special Meeting if the date,
time, and place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxy holders may be
deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken.
Principal Executive Office
Our principal executive
office is located at 1308 Race Street, Suite 200, Cincinnati, Ohio 45202. Our telephone number at such address is: (513) 618-7161.