This proxy statement
is being furnished to the holders of Class A common stock, par value $0.0001 per share (the “Class A common stock”)
and Class F common stock, par value $0.0001 per share (the “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 [●], November [●], 2020, at 10:00 a.m. Eastern Time. Due to the public health
impact of the coronavirus (COVID-19) pandemic and the related guidance federal, state and local governments have issued, as well
as to support the health and well-being of our officers, stockholders and community, the Special Meeting will be held in a
virtual format only. You will not be able to attend the Special Meeting in person. The access information for
the virtual Special Meeting is as follows:
You will not have
the opportunity to vote during the Special Meeting. As always, we encourage you to vote your shares as early as possible in advance
of the Special Meeting. The Special Meeting is being held for stockholders to consider and vote upon the following proposals:
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
we do not consummate the Business Combination (as defined below) by November 20, 2020.
On September 18, 2020,
Legacy entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among the Company,
Excel Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company and directly owned subsidiary
of Merger Sub 2 (“Merger Sub 1”), Excel Merger Sub II, LLC, a Delaware limited liability company and direct wholly
owned subsidiary of the Company (“Merger Sub 2”), Onyx Enterprises Int’l, Corp., a New Jersey corporation
(“Onyx”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity
as the stockholder representative pursuant to Section 11.16 of the Business Combination Agreement (the “Stockholder
Representative”), pursuant to which (i) Merger Sub 1 will merge with and into Onyx (the “First Merger”),
with Onyx surviving as a direct wholly-owned subsidiary of Merger Sub 2, and (ii) promptly following the First Merger,
Onyx, as the surviving company of the First Merger, will merge with and into Merger Sub 2 (the “Second Merger”), whereupon
the consummation of the Second Merger, Merger Sub 2 will be the surviving company and Onyx will cease to exist, and Merger Sub
2 will be a direct, wholly owned subsidiary of the Company. We refer to the transactions contemplated by the Business Combination
Agreement as the “Business Combination.”
Following the closing
of the Business Combination (the “Closing”), we will change our legal name from Legacy Acquisition Corp. to PARTS iD,
Inc.
In connection with
the Business Combination Agreement, Legacy agreed to use its commercially reasonable best efforts to obtain the vote or consent
of the holders of at least 65% of the outstanding public warrants (as defined below) to (a) amend the Warrant Agreement between
Legacy and Continental Stock Transfer & Trust Company, dated as of November 16, 2017 (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 Section 4 of the Warrant
Agreement) and instead will be converted solely into the right to receive: if, at the Closing, the aggregate gross cash in the
Trust Account, plus the aggregate gross proceeds received by the Company pursuant to any private offering, (A) is at least
equal to $60,000,000, $0.35 in cash and 0.065 of a share of Class A common stock, (B) is less than $60,000,000, but at
least equal to $44,000,000, $0.25 in cash and 0.075 of a share of Class A common stock, or (C) is less than $44,000,000,
$0.18 in cash and 0.082 of a share of Class A common stock, and (b) to amend the Warrant Agreement to provide, among
other things, that 2,912,230 private placement warrants (as defined below) issued pursuant to that certain Sponsor Warrants Purchase
Agreement, dated as of October 24, 2017, between Legacy and Sponsor (as defined below), and not owned by Sponsor, shall 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 Section 4 of the Warrant Agreement) and instead shall be converted solely into the right to receive: if, at
the Closing, the aggregate gross cash in the Trust Account, plus the aggregate gross proceeds received by the Company pursuant
to any private offering, (A) is at least equal to $60,000,000, $0.35 in cash and 0.065 of a share of Class A common stock,
(B) is less than $60,000,000, but at least equal to $44,000,000, $0.25 in cash and 0.075 of a share of Class A common
stock, or (C) is less than $44,000,000, $0.18 in cash and 0.082 of a share of Class A common stock.
The purpose of the
Extension Amendment is to provide additional time to complete the Business Combination. Our Charter provides that the Company has
until November 20, 2020 to complete a business combination. While we believe the proposed Business Combination can be completed
by November 20, 2020, certain factors, including without limitation, potential delays relating to regulatory or securities filings
in connection with the Business Combination and certain related notice requirements, ongoing litigation brought by Onyx’s
minority shareholders, as well as general socioeconomic volatility and disruption as a result of the COVID-19 pandemic and the
upcoming U.S. presidential election on November 3, 2020, could delay the Closing of the Business Combination. The Extension provides
Legacy and its stockholders time to expeditiously complete the Business Combination without the undue time pressures created by
the aforementioned external factors. Accordingly, our board of directors has determined that it is in the best interests of our
stockholders to provide an option for an extension of the date that the Company has to consummate the Business Combination to the
Extended Date only if we are not able to consummate the Business Combination by November 20, 2020. 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 we
do not to consummate the Business Combination by November 20, 2020. If the Extension Amendment is approved, the Extension is effected
and the Business Combination is not consummated by November 20, 2020, Legacy intends to make the contribution (the “Contribution”)
to Legacy’s Trust Account at the Closing of the Business Combination in an amount equal to $0.03 per share of Class A common
stock issued in Legacy’s initial public offering that is not redeemed pursuant to the Election (as defined below). The Contribution
will not accrue interest and will be paid in full at the Closing from the proceeds of the Business Combination. If the Contribution
results in a change to the purchase price of Legacy’s shares of Class A common stock under the terms of the tender offer
commenced on October 5, 2020 in connection with the proposed Business Combination, any such change will be made in accordance with
the terms of the tender offer and the requirements of applicable law.
If our board of directors
determines that we will not be able to consummate the Business Combination by the Extended Date or determines that completion of
the 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 (as defined below) in accordance with the same procedures that would be applicable
if the Extension Amendment proposal is not approved. In addition, the public warrants and private placement warrants will expire
without payment or other value.
In connection with
the Extension Amendment, public stockholders (as defined below) may elect (the “Election”) 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 the approval of the Extension Amendment and Trust Amendment, 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, subject to the limitations described herein, regardless of whether such public stockholders vote “FOR”
or “AGAINST” the Extension Amendment Proposal and the Trust Amendment Proposal. An Election may also be made by public
stockholders who do not vote, or do not instruct their bank, broker or other nominee how to vote, at the Special Meeting. Public
stockholders may make an Election regardless of whether such public stockholders were holders as of the record date. 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 the Business Combination by the Extended Date. There will be no redemption rights or liquidating distributions with respect
to our warrants, which will expire worthless if we fail to complete the Business Combination by November 20, 2020, the present
extended date, or, if the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Extension is implemented,
the Extended Date. Our Sponsor, our officers and directors own an aggregate of 7,500,000 shares of our Class F common stock, that
were issued prior to our IPO and our Sponsor owns 17,500,000 warrants, which we refer to as the “private placement warrants”,
that were purchased by our Sponsor in a private placement which occurred simultaneously with the completion of the IPO. Concurrently
with the execution of the Business Combination Agreement, Legacy, Sponsor and the Stockholder Representative entered into a sponsor
support agreement (“Sponsor Support Agreement”), pursuant to which Sponsor agreed to, immediately prior to the Closing
(a) assign and transfer to Onyx for cancellation 3,000,000 shares of Class F common stock and (b) assign and transfer to Onyx for
cancellation 14,587,770 of its private placement warrants to purchase shares of Class A common stock, which excludes the 2,912,230
private placement warrants beneficially owned by certain institutional investors of the Sponsor; and further agreed that (i) if
the amount of funds available in the Trust Account at Closing is less than $54,000,000, then immediately prior to Closing, the
Sponsor shall surrender and forfeit up to a maximum of 3,250,000 shares of Class F common stock (the “Equity Reduction Shares”),
pursuant to a calculation described in the Sponsor Support Agreement and (ii) if, and to the extent, that Legacy pays its transaction
expenses from the Trust Account in excess of $16,400,000, then the Sponsor shall surrender and forfeit to Legacy up to a maximum
of 3,250,000 shares of Class F common stock (the “Expense Reduction Shares”), pursuant to a calculation described in
the Sponsor Support Agreement (but in no event shall the total number of shares of Class F common stock forfeited as Equity Reduction
Shares and Expense Reduction Shares exceed 3,250,000 shares of Class F common stock). Under the terms of the Sponsor Support Agreement
the Sponsor will have the ability to earn back up to 50% of the sum of the number of Equity Reduction Shares and the number of
Expense Reduction Shares based on the volume weighted average per share price of Legacy’s Class A common stock over a 730
calendar day period immediately following the Closing.
This proxy statement
and the other proxy materials are first being made available on or about October [●], 2020 to all stockholders entitled to
notice of, and to have a vote counted at, the Special Meeting. At the close of business on October 19, 2020, the record date for
the Special Meeting, there were 6,122,699 shares of our Class A common stock, and 7,500,000 shares of our 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, virtually attend and to have a vote counted at, the Special Meeting and any adjournment
or postponement thereof.
Approval of the Extension
Amendment and the Trust Amendment are both a condition to the implementation of the Extension, as well as the inability to consummate
the Business Combination by November 20, 2020. In addition, we will not proceed with the Extension if the number of redemptions
of our public shares causes us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment
Proposal and the Trust Amendment Proposal.
If the Extension Amendment
and the Trust Amendment are approved, the amount remaining in the Trust Account after any redemptions may be only a small fraction
of the approximately $63.80 million that was in the Trust Account estimated as of the record date. In such event, the Company may
need to obtain additional funds to complete the Business Combination and there can be no assurance that such funds will be available
on terms acceptable to the parties, or at all. Additionally, if the Extension Amendment and the Trust Amendment are approved, the
Company’s warrants will remain outstanding in accordance with their existing terms.
If the Extension Amendment
Proposal and the Trust Amendment Proposal are not approved and we do not consummate the Business Combination by November 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 not previously released to the Company to pay
its taxes and up to $750,000 per annum to fund working capital requirements (less up to $50,000 of such net interest to pay dissolution
expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as holders of the public shares (including the right to receive any 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 the Business Combination by November
20, 2020, the present extended date, or, if the Extension Amendment Proposal and the Trust Amendment Proposal are approved and
the Extension is implemented, 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 the Business Combination
by November 20, 2020 or, if the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Extension is
implemented, the Extended Date.
Although we will seek
to have all vendors, service providers (except for our independent registered public accounting firm), prospective target businesses
or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind
in or to any monies held in the Trust Account for the benefit of our public stockholders, there is no guarantee that they will
execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust
Account. In order to protect the amounts held in the Trust Account, 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 of 1933, as amended
(the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, then
our Sponsor will not be responsible to the extent of any liability for such third-party claims. We cannot assure you, however,
that our Sponsor would be able to satisfy those obligations. We believe that our Sponsor’s only assets are securities of
our Company. None of our other officers will indemnify us for claims by third parties including, without limitation, claims by
vendors and prospective target businesses.
Under the Delaware
General Corporation Law (the “DGCL”), stockholders may be held liable for claims by third parties against a corporation
to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth
in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day
notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation
may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders,
any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s
pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred
after the third anniversary of the dissolution. However, because the Company will not be complying with Section 280 of the DGCL,
Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment
of all existing and pending claims or claims that may be potentially brought against us within the subsequent ten years. Because
we are a blank check company, rather than an operating company, and our operations have been and will continue to be limited to
searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers,
investment bankers, etc.) or prospective target businesses.
If the Extension Amendment
Proposal and the Trust Amendment Proposal are approved, the approval of the Trust Amendment will constitute consent for the Company
to (i) remove from the Trust Account an amount (the “Withdrawal Amount”), equal to the number of public shares properly
redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest
(net of the amount of interest which may be withdrawn to pay taxes and up to $750,000 to fund our working capital requirements
annually, and less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares
and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such
funds shall remain in the Trust Account and be available for use by the Company to complete the Business Combination on or before
the Extended Date. Holders of public shares who do not redeem their public shares now will retain their ability to tender their
public shares in the Company’s tender offer commenced on October 5, 2020 in connection with the proposed Business Combination.
Under the Trust Amendment,
the Company will amend the Trust Agreement to (i) permit the withdrawal of the Withdrawal Amount from the Trust Account and (ii)
extend the date on which to liquidate the Trust Account to the Extended Date.
The record date for
the Special Meeting is October 19, 2020. Record holders of shares of Legacy’s Class A common stock and Class F common stock
at the close of business on the record date are entitled to vote or have their votes cast at the Special Meeting. On the record
date, there were 13,622,699 outstanding shares of Company common stock, including 6,122,699 public shares and 7,500,000 Founder
Shares. The Company’s warrants do not have voting rights in connection with the Extension Amendment or the Trust Amendment.
This proxy statement
contains important information about the Special Meeting and the proposals. Please read it carefully and vote your shares.
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 $[●]. 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 the Business Combination if the Extension is approved, we do not
expect such payments to have a material effect on our ability to consummate the Business Combination.
TABLE OF CONTENTS
FREQUENTLY USED TERMS
Unless
otherwise stated in this proxy statement, references to:
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“Business Combination” are to the (i) merger of Merger Sub 1 with and into Onyx, whereupon the consummation of the First Merger, Merger Sub 1 will cease to exist and Onyx will become a subsidiary of Merger Sub 2 and an indirect subsidiary of the Company (the “First Surviving Company”), and (ii) promptly following the First Merger, the merger of the First Surviving Company with an into Merger Sub 2, whereupon the consummation of the Second Merger, Merger Sub 2 will be the surviving company and Onyx will cease to exist, and Merger Sub 2 will be a direct, wholly owned subsidiary of the Company (the “Surviving Corporation”), each such merger on the terms and subject to the conditions described in the Business Combination Agreement;
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“Business Combination Agreement” are to that certain Business Combination Agreement, dated September 18, 2020, by and among Legacy, Merger Sub 1, Merger Sub 2, Onyx and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the stockholder representative pursuant to Section 11.16 of the Business Combination Agreement;
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“Preliminary
Business Combination Information Statement” are to the preliminary information
statement on Schedule 14C filed with the SEC on October 5, 2020, which relates to the
Business Combination Agreement and the transactions contemplated thereby, including without
limitation, the Business Combination;
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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 further amended
by the Second Amendment to the Amended and Restated Certificate of Incorporation, as
filed with the Secretary of State of the State of Delaware on May 18, 2020, as further
amended by the Third Amendment to the Amended and Restated Certificate of Incorporation,
as filed with the Secretary of State of the State of Delaware on September 4, 2020, 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;
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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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“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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“Preliminary Business Combination Information Statement” are to the preliminary information statement on Schedule 14C filed with the SEC on October 5, 2020, which relates to the Business Combination Agreement and the transactions contemplated thereby, including without limitation, the Business Combination;
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“Private
Warrant Amendment” are to the amendment to the Warrant Agreement to provide, among
other things, that 2,912,230 private placement warrants issued pursuant to that certain
Sponsor Warrants Purchase Agreement, dated as of October 24, 2017, between Legacy
and Sponsor, and not owned by Sponsor, shall 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 Section 4 of the Warrant Agreement) and instead shall be converted solely
into the right to receive: if, at the Closing, the aggregate gross cash in the Trust
Account, plus the aggregate gross proceeds received by the Company pursuant to any private
offering, (A) is at least equal to $60,000,000, $0.35 in cash and 0.065 of a share
of Class A common stock, (B) is less than $60,000,000, but at least equal to
$44,000,000, $0.25 in cash and 0.075 of a share of Class A common stock, or (C) is
less than $44,000,000, $0.18 in cash and 0.082 of a share of Class A common stock.
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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 Section 4 of the Warrant Agreement) and instead will
be converted solely into the right to receive: if, at the Closing, the aggregate gross
cash in the Trust Account, plus the aggregate gross proceeds received by the Company
pursuant to any private offering, (A) is at least equal to $60,000,000, $0.35 in
cash and 0.065 of a share of Class A common stock, (B) is less than $60,000,000,
but at least equal to $44,000,000, $0.25 in cash and 0.075 of a share of Class A
common stock, or (C) is less than $44,000,000, $0.18 in cash and 0.082 of a share
of Class A 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);
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“Sponsor” is to Legacy Acquisition Sponsor I LLC, a Delaware limited liability company;
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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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“Warrant
Agreement” are to the Warrant Agreement between Legacy and Continental Stock Transfer
& Trust Company, dated as of November 16, 2017; and
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“Warrant
Amendments” are to the Public Warrant Amendment and the Private Warrant Amendment.
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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.
RISK FACTORS
For risk factors specifically
related to the Business Combination, please refer to the section entitled “Risk Factors” in the Preliminary
Business Combination Information Statement filed with the SEC on October 5, 2020.
The NYSE may delist our securities
from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us
to additional trading restrictions.
Our units are listed
on the NYSE and began trading on November 16, 2017. On November 27, 2017, we announced that holders of our
units could elect to separately trade our Class A common stock and our public warrants included in the units. On November 30,
2017, our Class A common stock and our public warrants began trading on the NYSE under the symbols “LGC” and “LGC.WS,”
respectively. We cannot assure you that our securities will continue to be listed on the NYSE in the future or prior to our initial
business combination. In order to continue listing our securities on the NYSE prior to our initial business combination, we must
maintain certain financial, distribution and stock price levels. Generally, we must maintain a minimum number of holders of our
securities (200 round lot shareholders). Furthermore, in connection with the Business Combination, we will be required to demonstrate
compliance with the NYSE’s initial listing requirements, which are more rigorous than the NYSE’s continued listing
requirements, in order to continue to maintain the listing of our securities on the NYSE. For instance, our stock price would generally
be required to be at least $4 per share. We cannot assure you that we will be able to continue to meet the continued listing required
prior to completing the Business Combination or to meet the initial listing requirements in connection with the Business Combination.
Additionally, pursuant to Section 102.06(e) of the NYSE Listed Company Manual, the NYSE may commence delisting procedures if the
Business Combination is not consummated by three years from the closing of the initial public offering, or November 20, 2020. Accordingly,
if the Business Combination is not consummated by November 20, 2020 and the Extension Amendment is effected, we may be delisted
from the NYSE.
If the NYSE delists our securities from
trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities
could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences,
including:
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a limited
availability of market quotations for our securities;
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reduced liquidity
for our securities;
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a determination
that our Class A common stock is a “penny stock,” which will require
brokers trading in our Class A common stock to adhere to more stringent rules and
possibly result in a reduced level of trading activity in the second trading market for
our securities;
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a limited
amount of new and analyst coverage; and
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a decreased
ability to issue additional securities or obtain additional financing in the future.
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The National Securities Markets Improvement
Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which
are referred to as “covered securities.” Because our units, Class A common stock and public warrants are listed
on the NYSE, the units, Class A common stock and public warrants are covered securities. Although the states are preempted
from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion
of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities
in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities
issued by blank check companies, other than the state of Idaho, certain state securities regulators view blank check companies
unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies
in their states. Further, if we were no longer listed on the NYSE, our securities would not be covered securities and we would
be subject to regulation in each state in which we offer our securities.
There is no guarantee that your decision
whether or not to redeem your public shares will put you in a better future economic position.
We can give no assurance
as to the price at which you may be able to sell your public shares in the future following the completion of the redemption offer.
Certain future events may cause an increase in the price of our public shares, and may result in a lower value realized now than
you might realize in the future had you not agreed to redeem your public shares. Similarly, if you do not redeem your public shares,
you will continue to bear the risk of ownership of your public shares after the consummation of the Business Combination, and there
can be no assurance that you will be able to sell your public shares in the future at a higher price than the purchase price per
public share available under the redemption offer. You should consult your own individual tax and/or financial advisor for assistance
on how this may affect your individual situation.
If you are a non-U.S. Holder, you
may be subject to U.S. withholding tax on the redemption.
Public stockholders
who exercise their redemption rights to receive cash from the Trust Account in exchange for their public shares generally will
be required to treat the transaction as a sale of such shares. The redemption, however, may be treated as a distribution if it
does not effect a meaningful reduction in the redeeming stockholder’s percentage ownership in Legacy. It is important to
note that the Section 318 of the Internal Revenue Code (the “Code”) attribution or constructive ownership of stock
rules apply when testing redemption treatment under Section 302(b). If there is attribution sufficient to cause the redemption
to be treated instead under the Section 301 distribution rules which breaks nonliquidating corporate distributions into a
dividend (to the extent of Legacy’s current and accumulated earnings and profits), a nontaxable return of capital, and any
remaining portion treated as a gain from the sale of public shares. If you are a non-U.S. Holder, you may be subject to withholding
tax on any part of the redemption treated as a dividend, which may include the full amount of the redemption.
QUESTIONS AND ANSWERS ABOUT THE SPECIAL
MEETING
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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 November 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; 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 November 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.
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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 we
do not consummate the Business Combination by November 20, 2020.
Should we elect to extend the
date by which we have to consummate the Business Combination to the Extended Date, we will publicly announce our decision no later
than the close of business on November 20, 2020. If our board of directors determines that we will not be able to consummate the
Business Combination by the Extended Date or determines that completion of the 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 have the option to extend
the date that we have to complete the Business Combination. Approval of the Extension Amendment and the Trust Amendment are both
a condition to the implementation of the Extension, as well as the inability to consummate the Business Combination by November
20, 2020.
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.
If the Extension Amendment is
approved, the Extension is effected and the Business Combination is not consummated by November 20, 2020, Legacy intends to make
the Contribution to Legacy’s Trust Account in an amount equal to $0.03 per share of Class A common stock issued in Legacy’s
initial public offering that is not redeemed pursuant to the Election. The Contribution will not accrue interest and will be paid
in full at the Closing from the proceeds of the Business Combination.
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.
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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 the Business Combination from November 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; 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 the Business Combination from November 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.
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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 we
do not consummate the Business Combination by November 20, 2020.
On September 18, 2020, Legacy
entered into the Business Combination Agreement pursuant to which (i) Merger Sub 1 will merge with and into Onyx, with Onyx
surviving as a direct wholly-owned subsidiary of Merger Sub 2, and (ii) promptly following the First Merger, Onyx,
as the First Surviving Company of the First Merger, will merge with and into Merger Sub 2, whereupon the consummation of
the Second Merger, Merger Sub 2 will be the Surviving Corporation and Onyx will cease to exist, and Merger Sub 2 will be
a direct, wholly owned subsidiary of the Legacy.
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.
If the Extension Amendment is
approved, the Extension is effected, and the Business Combination is not consummated by November 20, 2020, Legacy intends to make
the Contribution to Legacy’s Trust Account in an amount equal to $0.03 per share of Class A common stock issued in Legacy’s
initial public offering that is not redeemed pursuant to the Election. The Contribution will not accrue interest and will be paid
in full at the Closing from the proceeds of the Business Combination.
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 $63.80 million
that was in the Trust Account estimated as of the record date. In such event, we may need to obtain additional funds to complete
the 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 by November 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 not previously released to the Company to pay its taxes and up
to $750,000 per annum to fund working capital requirements (less up to $50,000 of such net interest to pay dissolution expenses)
divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as holders of the public shares (including the right to receive any 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 the Business Combination
by November 20, 2020, the present extended date, or, if the Extension Amendment Proposal and the Trust Amendment Proposal are approved
and the Extension is implemented, 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 the Business Combination
by November 20, 2020 or, if the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Extension is
implemented, the Extended Date.
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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 November 20, 2020 to complete a business combination. On September 18, 2020, Legacy entered
into the Business Combination Agreement pursuant to which (i) Merger Sub 1 will merge with and into Onyx, with Onyx surviving
as a direct wholly-owned subsidiary of Merger Sub 2, and (ii) promptly following the First Merger, Onyx, as the
First Surviving Company of the First Merger, will merge with and into Merger Sub 2, whereupon the consummation of the Second
Merger, Merger Sub 2 will be the Surviving Corporation and Onyx will cease to exist, and Merger Sub 2 will be a direct, wholly
owned subsidiary of the Legacy.
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Following the Closing, we will
change our legal name from Legacy Acquisition Corp. to PARTS iD, Inc.
In connection with the Business
Combination Agreement, Legacy agreed to use its commercially reasonable best efforts to obtain the vote or consent of the holders
of at least 65% of the outstanding public warrants to (a) amend 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 Section 4 of the Warrant Agreement) and instead will be converted
solely into the right to receive: if, at the Closing, the aggregate gross cash in the Trust Account, plus the aggregate gross proceeds
received by the Company pursuant to any private offering, (A) is at least equal to $60,000,000, $0.35 in cash and 0.065 of
a share of Class A common stock, (B) is less than $60,000,000, but at least equal to $44,000,000, $0.25 in cash and 0.075
of a share of Class A common stock, or (C) is less than $44,000,000, $0.18 in cash and 0.082 of a share of Class A
common stock, and (b) to amend the Warrant Agreement to provide, among other things, that 2,912,230 private placement warrants
issued pursuant to that certain Sponsor Warrants Purchase Agreement, dated as of October 24, 2017, between Legacy and Sponsor,
and not owned by Sponsor, shall 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 Section 4 of the Warrant Agreement) and instead shall be converted
solely into the right to receive: if, at the Closing, the aggregate gross cash in the Trust Account, plus the aggregate gross proceeds
received by the Company pursuant to any private offering, (A) is at least equal to $60,000,000, $0.35 in cash and 0.065 of
a share of Class A common stock, (B) is less than $60,000,000, but at least equal to $44,000,000, $0.25 in cash and 0.075
of a share of Class A common stock, or (C) is less than $44,000,000, $0.18 in cash and 0.082 of a share of Class A
common stock.
The purpose of the Extension
Amendment is to provide additional time to complete the Business Combination. Our Charter provides that the Company has until November
20, 2020 to complete a business combination. While we believe the proposed Business Combination can be completed by November 20,
2020, certain factors, including without limitation, potential delays relating to regulatory or securities filings in connection
with the Business Combination and certain related notice requirements, ongoing litigation brought by Onyx’s minority shareholders,
as well as general socioeconomic volatility and disruption as a result of the COVID-19 pandemic and the upcoming U.S. presidential
election on November 3, 2020, could delay the Closing of the Business Combination. The Extension provides Legacy and its stockholders
time to expeditiously complete the Business Combination without the undue time pressures created by the aforementioned external
factors. Accordingly, our board of directors has determined that it is in the best interests of our stockholders to provide an
option for an extension of the date that the Company has to consummate the Business Combination to the Extended Date only if we
are not able to consummate the Business Combination by November 20, 2020. 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 we do not consummate the Business
Combination by November 20, 2020. If the Extension Amendment is approved the Extension is effected, and the Business Combination
is not consummated by November 20, 2020, Legacy intends to make the Contribution to Legacy’s Trust Account in an amount equal
to $0.03 per share of Class A common stock issued in Legacy’s initial public offering that is not redeemed pursuant to the
Election. The Contribution will not accrue interest and will be paid in full at the Closing from the proceeds of the Business Combination.
If the Contribution results in a change to the purchase price of Legacy’s shares of Class A common stock under the terms
of the tender offer commenced on October 5, 2020 in connection with the proposed Business Combination, any such change will be
made in accordance with the terms of the tender offer and the requirements of applicable law.
You are not being asked
in this proxy statement to vote on the Business Combination. In a written consent dated September 18, 2020, a majority of stockholders
voted to approve the Business Combination. For more information regarding the Business Combination, please refer to the Preliminary
Business Combination Information Statement filed with the SEC on October 5, 2020.
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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 the
Business Combination and is proposing the Extension Amendment to extend the date by which
the Company has to complete the 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 the Business Combination.
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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.
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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, and approval of the Trust Amendment is a condition
to the implementation of the Extension Amendment, as well as the inability to consummate
the Business Combination by November 20, 2020.
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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 the Business Combination. Assuming the Extension Amendment is approved and implemented,
we will have until the Extended Date to complete the 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.
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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, or if the Business Combination is consummated by November 20, 2020. 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 55%
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, as well as the inability to consummate
the Business Combination by November 20, 2020.
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Q:
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What vote
is required to approve the Trust Amendment Proposal?
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A:
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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, as well as the inability to consummate the Business Combination
by November 20, 2020.
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Q:
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Will you
seek any further extensions to liquidate the Trust Account?
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A:
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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.
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Q:
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What happens
if the Extension Amendment Proposal or the Trust Amendment Proposal is not approved?
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A:
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If the Extension Amendment Proposal or the Trust Amendment Proposal is not approved and we have not consummated the Business Combination by November 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 not previously released to the Company to pay its taxes and up to $750,000 per annum to fund working capital requirements (less up to $50,000 of such net interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as holders of the public shares (including the right to receive any 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.
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There will be no redemption rights
or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete the Business Combination
by November 20, 2020, the present extended date, or, if the Extension Amendment Proposal and the Trust Amendment Proposal are approved
and the Extension is implemented, 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 the Business Combination
by November 20, 2020 or, if the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Extension is
implemented, the Extended Date.
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Q:
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If the Extension
Amendment Proposal and the Trust Amendment Proposal are approved, what happens next?
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A:
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If the Extension Amendment Proposal and the Trust Amendment
Proposal are approved and we do not consummate the Business Combination by November 20, 2020, 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 by
which it must complete the Business Combination until the Extended Date. The Company will remain a reporting company under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its units, public shares and public warrants
will remain publicly traded. The Company will continue to work to consummate the Business Combination by the Extended Date.
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If our board of directors determines
that we will not be able to consummate the Business Combination by the Extended Date or determines that completion of the 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.
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Q:
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What happens
to the warrants if the Extension Amendment and the Trust Amendment are not approved?
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A:
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If the Extension Amendment and the Trust Amendment are not
approved and we have not consummated the Business Combination by November 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
not previously released to the Company to pay its taxes and up to $750,000 per annum to fund working capital requirements (less
up to $50,000 of such net interest to pay dissolution expenses) divided by the number of then outstanding public shares, which
redemption will completely extinguish public stockholders’ rights as holders of the public shares (including the right to
receive any 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.
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There will be no redemption rights or liquidating distributions
with respect to our warrants, which will expire worthless if we fail to complete the Business Combination by November 20, 2020,
the present extended date, or if the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Extension
is implemented, the Extended Date.
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Q:
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What happens
to the warrants if the Extension Amendment Proposal and the Trust Amendment Proposal
are approved?
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A:
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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 the Business Combination until the Extended Date. The public warrants will
remain outstanding in accordance with their terms.
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Q:
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Who is entitled
to have a vote counted at the Special Meeting?
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A:
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You can have
a vote counted at the Special Meeting if, as of the close of business on October 19,
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 6,122,699 shares of our Class A common stock and 7,500,000 shares of our Class
F common stock outstanding.
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Q:
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What is
the quorum requirement for the Special Meeting?
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A:
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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 by proxy.
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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). 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, 6,811,350 shares of our common stock would be required to achieve a quorum.
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Q:
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How are
votes counted?
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A:
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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.
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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.
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Q:
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What vote
is required to approve the Extension Amendment Proposal and the Trust Amendment Proposal?
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A:
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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.
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Accordingly, a Company stockholder’s
failure to vote by proxy 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.
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Q:
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What are
the voting rights of each class of stock?
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A:
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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 one vote for each share of Class F common stock held as of
the record date. There are no cumulative voting rights.
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Q:
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Does the
board of directors recommend voting for the approval of the Extension Amendment Proposal
and the Trust Amendment Proposal?
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A:
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Yes. After careful consideration of the terms and conditions
of these proposals, our board of directors has determined that providing our stockholders with an option for 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.
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Q:
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How do I
gain admission to the Special Meeting?
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A:
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Due to the
public health impact of the coronavirus (COVID-19) pandemic and the related guidance
federal, state and local governments have issued, as well as to support the health and
well-being of our officers, stockholders and community, the Special Meeting will
be held in a virtual format only. You will not be able to attend the Special
Meeting in person. The access information for the virtual Special Meeting is
as follows:
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Telephone
Access (listen-only):
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[●]
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Passcode for Telephone
Access:
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[●]
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Webcast Access
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[●]
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Please monitor the Special Meeting
website at [●] for updated information. As always, we encourage you to vote your shares prior 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.
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Q:
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What is
the difference between a registered stockholder and a stockholder who owns stock in street
name?
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A:
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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.
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Q:
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Can I vote
my shares before the Special Meeting?
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A:
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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.
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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.
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Q:
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Can I vote
live at the Special Meeting instead of by proxy?
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A:
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No, stockholders will not have the option to vote during the Special Meeting. All votes must
be submitted by mail or online prior to the Special Meeting. To vote 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.
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Whether or not you plan to virtually
participate in the Special Meeting, we strongly encourage you to vote your shares by proxy before the Special Meeting.
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Q:
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Can I revoke
my proxy or change my voting instructions once submitted?
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A:
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If you are
a registered stockholder, you can revoke your proxy and change your vote before
the Special Meeting by:
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●
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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 November [●], 2020). The notice
should be addressed as follows:
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1308 Race Street, Suite 200
Cincinnati, Ohio 45202
Attn: Secretary
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●
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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).
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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.
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Q:
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What will
happen if I submit my proxy but do not vote on a proposal?
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A:
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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:
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●
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“FOR”
the Extension Amendment Proposal; and
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●
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“FOR”
the Trust Amendment Proposal.
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Q:
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What will
happen if I do not submit my proxy?
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A:
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If you are
a registered stockholder, your shares will not be voted.
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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.
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Q:
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What do
I do if I do not want the Extension Amendment Proposal or the Trust Amendment
Proposal to be approved?
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A:
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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.
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Q:
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What does
it mean if I receive more than one set of materials?
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A:
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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.
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Q:
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How many
shares must be present to conduct business at the Special Meeting?
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A:
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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 have a vote counted at such meeting shall constitute a quorum for the transaction
of business at the Special Meeting.
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Q:
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Are abstentions
and broker non-votes counted in the vote totals?
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A:
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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.
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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 or abstention with respect to the Extension Amendment Proposal or Trust Amendment Proposal will have the same effect
as a vote “AGAINST” such proposal.
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Q:
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What interests
do the Company’s Sponsor, directors and officers have in the approval of the proposals?
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A:
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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 the Business Combination is not consummated, and the possibility of future compensatory
arrangements.
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Concurrently with the execution of the Business Combination
Agreement, Legacy, Sponsor and the Stockholder Representative entered into the Sponsor Support Agreement pursuant to which Sponsor
agreed to, immediately prior to the Closing (a) assign and transfer to Onyx for cancellation 3,000,000 shares of Class F common
stock and (b) assign and transfer to Onyx for cancellation 14,587,770 of its private placement warrants to purchase shares of Class
A common stock, which excludes the 2,912,230 private placement warrants beneficially owned by certain institutional investors of
the Sponsor; and further agreed that (i) if the amount of funds available in the Trust Account at Closing is less than $54,000,000,
then immediately prior to Closing, the Sponsor shall surrender and forfeit up to a maximum of 3,250,000 shares of Class F common
stock, pursuant to a calculation described in the Sponsor Support Agreement and (ii) if, and to the extent, that Legacy pays its
transaction expenses from the Trust Account in excess of $16,400,000, then the Sponsor shall surrender and forfeit to Legacy up
to a maximum of 3,250,000 shares of Class F common stock, pursuant to a calculation described in the Sponsor Support Agreement
(but in no event shall the total number of shares of Class F common stock forfeited as Equity Reduction Shares and Expense Reduction
Shares exceed 3,250,000 shares of Class F common stock). Under the terms of the Sponsor Support Agreement the Sponsor will have
the ability to earn back up to 50% of the sum of the number of Equity Reduction Shares and the number of Expense Reduction Shares
based on the volume weighted average per share price of Legacy’s Class A common stock over a 730 calendar day period immediately
following the Closing. See the section entitled “Special Meeting of Stockholders —Interests of the Company’s
Sponsor, Directors and Officers”.
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Q:
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Do I have
appraisal rights if I object to the Extension Amendment and the Trust Amendment?
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A:
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Our stockholders
do not have appraisal rights in connection with the Extension Amendment or the Trust
Amendment under the DGCL.
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Q:
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Will any
other business be transacted at the meeting? If so, how will my proxy be voted?
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A:
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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.
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Q:
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How do I
redeem my shares of Class A common stock?
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A:
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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.
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In order to exercise your redemption
rights, you must, prior to 5:00 p.m. Eastern daylight time on November [●], 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
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Q:
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Who will
pay the cost of soliciting votes for the Special Meeting?
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A:
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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 $[●]. 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 the Business Combination if the Extension is approved, we do not expect such payments to have a material
effect on our ability to consummate the Business Combination.
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Q:
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What do
I need to do now?
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A:
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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.
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Q:
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Who can
help answer my questions?
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A:
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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:
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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 [●],
November [●], 2020, at 10:00 a.m. Eastern Time. Due to the
public health impact of the coronavirus (COVID-19) pandemic and the related guidance federal, state and local governments have
issued, as well as to support the health and well-being of our officers, stockholders and community, the Special Meeting
will be held in a virtual format only. You will not be able to attend the Special Meeting in person. The access information
for the virtual Special Meeting is as follows:
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Telephone
Access (listen-only):
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|
[●]
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Passcode for Telephone
Access:
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[●]
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Webcast Access
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[●]
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You will not have
the opportunity to vote during the Special Meeting. As always, we encourage you to vote your shares as early as possible in advance
of 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 October [●], 2020 to all stockholders entitled to notice of, and to have a vote counted
at, the Special Meeting. At the close of business on October 19, 2020, the record date for the Special Meeting, there were 6,122,699
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, virtually attend and to have a vote counted at, the Special Meeting and any adjournment or postponement thereof.
Date,
Time and Place of Special Meeting
The
Special Meeting will be held at 10:00 a.m., Eastern Time, on [●], November [●], 2020, or such other date, time and
place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals. Due to the public health impact
of the coronavirus (COVID-19) pandemic and the related guidance federal, state and local governments have issued, as well as
to support the health and well-being of our officers, stockholders and community, the Special Meeting will be held in a virtual
format only. You will not be able to attend the Special Meeting in person. The access information for the virtual
Special Meeting is as follows:
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Telephone
Access (listen-only):
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[●]
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Passcode
for Telephone Access:
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[●]
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Webcast
Access
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[●]
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You
will not have the opportunity to vote during the Special Meeting. As always, we encourage you to vote your shares as early as
possible in advance of 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 October 19, 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 6,122,699 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:
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1.
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A
proposal to amend the Company’s amended and restated certificate of incorporation, as amended by
that amendment to the amended and restated certificate of incorporation of Legacy Acquisition Corp., dated October 22, 2019, as
further amended by that second amendment to the amended and restated certificate of incorporation of Legacy Acquisition Corp.,
dated May 18, 2020, as further amended by that third amendment to the amended and restated certificate of incorporation of Legacy
Acquisition Corp., dated September 4, 2020, to extend the date by which the Company has to consummate the Business Combination
from November 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; and
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2.
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A
proposal to amend the Company’s investment management
trust agreement, dated as of November 16, 2017, as amended by that amendment no. 1 to investment management trust agreement, dated
October 22, 2019, as further amended by that amendment no. 2 to investment management trust agreement, dated May 18, 2020, by and
between the Company and Continental Stock Transfer & Trust Company, to extend the date on which to commence liquidating the
Trust Account established in connection with the Company’s initial public offering in the event the Company has not consummated
the Business Combination from November 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.
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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 November 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 have a vote counted at such meeting is represented 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, as well as the inability to consummate the Business Combination by November 20, 2020.
A
stockholder’s failure to vote by proxy 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 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 55% 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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●
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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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●
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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 November 20, 2020, the present extended
date, 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 $[●] based on
the last sale price of our Class A common stock of $[●] and warrants of $[●], respectively, on the NYSE on October
19, 2020;
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●
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Concurrently with the execution of the Business Combination
Agreement, Legacy, Sponsor and the Stockholder Representative entered into the Sponsor Support Agreement pursuant to which Sponsor
agreed to, immediately prior to the Closing (a) assign and transfer to Onyx for cancellation 3,000,000 shares of Class F common
stock and (b) assign and transfer to Onyx for cancellation 14,587,770 of its private placement warrants to purchase shares of Class
A common stock, which excludes the 2,912,230 private placement warrants beneficially owned by certain institutional investors of
the Sponsor; and further agreed that (i) if the amount of funds available in the Trust Account at Closing is less than $54,000,000,
then immediately prior to Closing, the Sponsor shall surrender and forfeit up to a maximum of 3,250,000 shares of Class F common
stock, pursuant to a calculation described in the Sponsor Support Agreement and (ii) if, and to the extent, that Legacy pays its
transaction expenses from the Trust Account in excess of $16,400,000, then the Sponsor Shall surrender and forfeit to Legacy up
to a maximum of 3,250,000 shares of Class F common stock, pursuant to a calculation described in the Sponsor Support Agreement
(but in no event shall the total number of shares of Class F common stock forfeited as Equity Reduction Shares and Expense Reduction
Shares exceed 3,250,000 shares of Class F common stock). Under the terms of the Sponsor Support Agreement the Sponsor will have
the ability to earn back up to 50% of the sum of the number of Equity Reduction Shares and the number of Expense Reduction Shares
based on the volume weighted average per share price of Legacy’s Class A common stock over a 730 calendar day period immediately
following the Closing;
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●
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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 a business combination by November
20, 2020, unless such date is extended by the Extension Amendment;
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●
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If
the Trust Account is liquidated, including in the event we are unable to complete the
Business Combination by November 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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●
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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 the Business Combination is
not consummated by November 20, 2020, unless such date is extended by the Extension Amendment;
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●
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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 the Business Combination.
If the 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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●
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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 Edwin Rigaud, Darryl McCall and Richard White are expected to
be directors of PARTS iD, Inc. after the Closing; and
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●
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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 consummate the 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 the Business Combination is not completed.
|
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 or abstention 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 prior
to the start of the Special Meeting. Each share of our common stock that you own in your name entitles you to one vote on the proposal
on which you are entitled to have a vote counted at the Special Meeting. Due to the public health impact of the coronavirus (COVID-19)
pandemic and the related guidance federal, state and local governments have issued, as well as to support the health and well-being of
our officers, stockholders and community, the Special Meeting will be held in a virtual format only. You will not be able
to attend the Special Meeting in person. The access information for the virtual Special Meeting is as follows:
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Telephone
Access (listen-only):
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Passcode
for Telephone Access:
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Webcast
Access
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You
will not have the opportunity to vote during the Special Meeting. As always, we encourage you to vote your shares as early as
possible in advance of 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 virtually attend the Special Meeting, because you will not be able to vote your shares during 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 November [●], 2020.
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. You
will not be able to vote your shares in person at the special meeting.
Attending
the Special Meeting
Any
stockholder may participate in the Special Meeting in “listen-only” mode. The access information for the virtual Special
Meeting is as follows:
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Telephone
Access (listen-only):
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for Telephone Access:
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Webcast
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If
you have a legal proxy from a “street name” stockholder, you must provide 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 virtually 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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may send another proxy card with a later date; or
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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.
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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.
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 who do not redeem their public shares
now will retain their ability to tender their public shares in the Company’s tender offer commenced on October 5, 2020 in
connection with the proposed Business Combination.. 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 the Business Combination by the Extended Date. For illustrative
purposes, based on the fair value of marketable securities held in the Trust Account estimated as of October 19, 2020 of approximately
$[63.80] million, the estimated per share redemption price, less amounts to be withdrawn, would have been approximately $10.3831.
TO
DEMAND REDEMPTION, PRIOR TO 5:00 P.M. EASTERN DAYLIGHT TIME ON NOVEMBER [●], 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 NOMINEE 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 November [●], 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 consummation of the Business Combination.
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
$63.80 million estimated as of October 19, 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 $10.3831 per share. The closing price of the Company’s Class A
common stock on October 19, 2020 was $[●].
If
you exercise your redemption rights, you will be exchanging your shares of the Company’s Class A 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 November
[●], 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 Class A 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 $[●]. 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 the Business Combination if the Extension is approved, we do not expect such payments to
have a material effect on our ability to consummate the 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.