AND EXCHANGE COMMISSION
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported): November 22, 2017 (November 16, 2017)
name of registrant as specified in its charter)
or other jurisdiction of
incorporation or organization)
Race Street, Suite 200
of principal executive offices)
telephone number, including area code: (513) 618-7161
name or former address, if changed since last report)
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant
under any of the following provisions:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
growth company ☒
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
1.01. Entry into a Material Definitive Agreement.
November 16, 2017, the registration statement (File No. 333-221116) (the “Registration Statement”) for Legacy Acquisition
Corp.’s (the “Company”) initial public offering (“IPO”) was declared effective by the Securities
and Exchange Commission. In connection therewith and the closing of the IPO, the Company entered into the following agreements
previously filed as exhibits to the Registration Statement:
Underwriting Agreement, dated November 16, 2017, among the Company and Wells Fargo Securities, LLC, Cantor Fitzgerald &
Co. and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters;|
Investment Management Trust Agreement, dated November 16, 2017, between the Company and Continental Stock Transfer & Trust
Warrant Agreement, dated November 16, 2017, between the Company and Continental Stock Transfer & Trust Company;|
Registration Rights Agreement, dated November 16, 2017, between the Company and the initial security holders of the Company;
Letter Agreement by and between the Company, the initial security holders, officers and directors of the Company.|
November 21, 2017, the Company consummated its IPO of 30,000,000 units (the “Units”). Each Unit consists of one share
of Class A common stock, $0.0001 par value per share (“Class A Common Stock”), and one warrant (“Public Warrant”),
to purchase one-half of one share of Class A Common Stock. Each Public Warrant entitles the holder to purchase one-half of one
share of Class A Common Stock at an exercise price of $5.75 per half share ($11.50 per whole share). The Units were sold
at an offering price of $10.00 per Unit, generating gross proceeds of $300,000,000.
3.02. Unregistered Sales of Equity Securities.
with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”)
of an aggregate of 17,500,000 warrants (“Placement Warrants”) at a price of $0.50 per Placement Warrant, generating
total proceeds of $8,750,000. The Placement Warrants, which were purchased by the Sponsor, are substantially similar
to the Public Warrants, except that if held by the original holder or their permitted assigns, they (i) may be exercised for cash
or on a cashless basis, (ii) are not subject to being called for redemption and (iii) subject to certain limited exceptions,
will be subject to transfer restrictions until 30 days following the consummation of the Company’s initial business combination. If
the Placement Warrants are held by holders other than their initial holder, the Placement Warrants will be redeemable by the Company
and exercisable by holders on the same basis as the Public Warrants.
5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
November 16, 2017, the Company filed its Amended and Restated Certificate of Incorporation in the State of Delaware. The
terms of the Amended and Restated Certificate of Incorporation are set forth in the Registration Statement and are incorporated
herein by reference. A copy of the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and is
incorporated by reference herein.
8.01. Other Events.
total of $300,000,000 of the net proceeds from the IPO and the Private Placement were placed in a trust account established for
the benefit of the Company’s public stockholders with Continental Stock Transfer & Trust Company acting as trustee.
Except for the withdrawal of interest to pay taxes and up to $750,000 annually for working capital purposes, none of the funds
held in the trust account will be released until the earlier of the completion of the Company’s initial business combination
or the redemption of 100% of the Class A Common Stock issued by the Company in the IPO if the Company is unable to consummate
an initial business combination within 24 months from the closing of the IPO.
of the press releases issued by the Company announcing the pricing of the IPO and the consummation of the IPO are included as
Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.
9.01. Financial Statements and Exhibits.
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
November 22, 2017
Edwin J. Rigaud|
Edwin J. Rigaud|
Chairman and Chief Executive Officer|