consisting of 100,000,000 shares of Class A common stock, 10,000,000 shares of Class F common stock and 1,000,000 shares of preferred stock, to 201,000,000 shares, which would consist of 200,000,000 shares of common stock and 1,000,000 shares of preferred stock, par value $0.0001 per share, by, on the effective date of the filing of the proposed Amended Charter: (i) reclassifying all Class A common stock as common stock; (ii) reclassifying all Class F common stock as common stock; and (iii) creating an additional 90,000,000 shares of common stock, which we refer to as “Amended and Restated Charter Proposal A;”

(b)    Amended and Restated Charter Proposal B — Elimination of Stockholder Action by Written Consent: To approve and adopt an amendment to our Charter that prohibits the ability of stockholders to take actions by written consent in lieu of a meeting, as the stockholders of the post-business combination company will only be able to take action at a duly called meeting of stockholders, which we refer to as “Amended and Restated Charter Proposal B;”

(c)     Amended and Restated Charter Proposal C — Additional Amendments:    To approve and adopt additional amendments to our Charter, including (i) changing the post-business combination company’s corporate name from “Legacy Acquisition Corp.” to “Blue Impact Inc.”, (ii) changing the purpose of the post-business combination company to “any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (“DGCL”),” (iii) eliminating certain provisions specific to the Class F common stock and Class A common stock as Class F common stock and Class A common stock shall cease to be authorized following the effectiveness of the proposed Amended Charter, (iv) amending the liquidation provisions to provide that a merger or consolidation of the post-business combination company shall not be deemed to be a liquidation for purposes of the proposed Amended Charter, (v) amending the provisions relating to the indemnification and advancement of expenses to directors and officers under certain circumstances, (vi) eliminating certain provisions specific to our status as a blank check company, which the board of directors believes are necessary to adequately address the needs of the post-business combination company, and (vii) amending the provisions relating to the doctrine of corporate opportunity to provide that the doctrine of corporate opportunity will apply to the post-business combination company and any of its officers or directors to the extent the officer or director is permitted to refer that opportunity to the post-business combination company without violating any legal obligation, which we refer to as “Amended and Restated Charter Proposal C;”

5.      The Equity Incentive Plan Proposal:    To consider and vote upon a proposal, assuming the Business Combination Proposal is approved and adopted, to approve and adopt the Blue Impact Inc. Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex D (the “Incentive Plan”) and material terms thereunder, which we refer to as the “Incentive Plan Proposal;”

6.      The Director Election Proposal:    To consider and vote upon a proposal, assuming the Business Combination Proposal, the NYSE Proposal, the Charter Amendment Proposal and the Amended and Restated Charter Proposals are approved and adopted, to elect nine directors, two of whom will be elected effective immediately and seven of whom will be elected effective upon the Closing, to serve on our board of directors until the 2020 Annual Meeting of stockholders or until his or her successor is elected and qualified, which we refer to as the “Director Election Proposal;” and

7.      The Adjournment Proposal:    To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, which we refer to as the “Adjournment Proposal.”

The board of directors of Legacy recommends that you vote “FOR” each of the Proposals and “FOR” each of the director nominees. When you consider the recommendation of the board of directors of Legacy in favor of each of the Proposals, you should keep in mind that certain of Legacy’s directors and officers have interests in the business combination that may conflict with your interests as a stockholder. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

Each of the Proposals is more fully described in the accompanying proxy statement, which you are encouraged to review carefully before you vote.

Legacy’s Class A common stock and warrants, which are exercisable for shares of Class A common stock under certain circumstances, are currently listed on the NYSE under the symbols “LGC” and “LGC.WS,” respectively. In addition, certain of our shares of Class A common stock and warrants currently trade as units consisting of one share of Class A common stock and one warrant, and are listed on the NYSE under the symbol “LGC.U.” Our units will automatically separate into the component securities upon the Closing and, as a result, will no longer trade as a separate security. Upon the Closing, we intend to change our name from “Legacy Acquisition Corp.” to “Blue Impact Inc.” and we have applied to continue the listing of our common stock and warrants on the NYSE under the symbols “[•]” and “[•],” respectively.

Pursuant to our Charter, we are providing the holders of shares of Class A common stock originally sold as part of the units issued in our initial public offering, which closed on November 21, 2017 (the “IPO” and such holders, the “public stockholders”) and which have not yet already been redeemed, with the opportunity to redeem all or a portion of their shares of Class A common stock upon the Closing at a per share price, payable in cash, equal to the aggregate amount then on deposit (as of two business days prior to the Closing) in the trust account that holds the proceeds from the IPO and a concurrent private placement of warrants to Legacy Acquisition Sponsor I, LLC (our “Sponsor”), including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements, subject to an annual limit of $750,000, and/or to pay our taxes, divided by the number of then outstanding shares of Class A common stock that were sold to the public stockholders in the IPO. For illustrative purposes, based on the fair value of marketable securities held in the trust account as of October 31, 2019 of approximately $301,167,795.21, the estimated per share redemption price, less amounts to be withdrawn, would have been approximately $10.27. As described herein, Legacy has until December 21, 2019 to complete an initial business combination; provided that such date may be extended by Legacy at its option and/or at the Seller’s request up to five times, initially to January 21, 2020 and thereafter by up to four additional 30-day periods ending on May 20, 2020. This trust balance includes Seller loans (only to the extent relating to the outstanding shares of Class A common stock) of $879,155.40 previously made in connection with the stockholders’ approval of an extension of the deadline to complete an initial business combination from November 21, 2019 to December 21, 2019. The Seller has agreed to make additional loans of $0.03 per share in connection with each such additional extension of the outside date to complete the business combination, resulting in a $0.15 increase in the per share redemption price if the outside date is extended to May 20, 2020.

Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. Notwithstanding the foregoing redemption rights, a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our IPO, which we refer to as the “15% threshold.” Accordingly, all public shares in excess of the 15% threshold beneficially owned by a public stockholder or group will not be redeemed for cash. Holders of Legacy’s outstanding warrants sold in the IPO, which are exercisable for shares of Class A common stock under certain circumstances, do not have redemption rights in connection with the business combination. Our Sponsor, officers and directors have agreed to waive their redemption rights in connection with the Closing with respect to any shares of Class A common stock and Class F common stock they hold. Any shares of Class A common stock or Class F common stock held by our Sponsor, officers and directors will be excluded from the pro rata calculation used to determine the per share redemption price. Currently, our Sponsor and independent directors own all of our outstanding shares of Class F common stock and collectively own approximately 20% of our aggregate outstanding Class A common stock and Class F common stock.

Legacy is providing the accompanying proxy statement and proxy card to its stockholders in connection with the solicitation of proxies to be voted at the special meeting. Your vote is very important. Whether or not you plan to attend the special meeting in person, please submit your proxy card without delay.

We encourage you to read the accompanying proxy statement carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 51 of the proxy statement.

Approval of each of the Business Combination Proposal, the NYSE Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires, at a meeting at which a quorum is present, the affirmative vote of a majority of the votes cast by the holders of the Class A common stock and Class F common stock present in person or represented by proxy at the meeting and entitled to vote thereon, voting as a single class. Approval of the Charter Amendment Proposal requires the affirmative vote (in person or by proxy) of a majority of the outstanding shares of Class A

common stock and Class F common stock entitled to vote thereon, voting as a single class. Approval of Amended and Restated Charter Proposal A requires the affirmative vote (in person or by proxy) of (i) a majority of the outstanding shares of Class A common stock and Class F common stock entitled to vote thereon, voting as a single class, (ii) a majority of the outstanding shares of Class F common stock entitled to vote thereon, voting separately as a single class and (iii) a majority of the outstanding shares of Class A common stock entitled to vote thereon, voting separately as a single class. Approval of Amended and Restated Charter Proposal B requires the affirmative vote (in person or by proxy) of a majority of the outstanding shares of Class A common stock and Class F common stock entitled to vote thereon, voting as a single class. Approval of Amended and Restated Charter Proposal C requires the affirmative vote (in person or by proxy) of (i) a majority of the outstanding shares of Class A common stock and Class F common stock entitled to vote thereon, voting as a single class, (ii) a majority of the outstanding shares of Class F common stock entitled to vote thereon, voting separately as a single class and (iii) a majority of the outstanding shares of Class A common stock entitled to vote thereon, voting separately as a single class. Approval of the election of each director nominee pursuant to the Director Election Proposal requires, at a meeting at which a quorum is present, the affirmative vote of a plurality of the votes cast by the holders of the Class A common stock and Class F common stock present in person or represented by proxy at the meeting and entitled to vote thereon.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the Proposals presented at the special meeting and “FOR” each of the director nominees. If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker or other nominee how to vote, and do not attend the special meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will have no effect on the Business Combination Proposal, the NYSE Proposal, the Director Election Proposal, the Incentive Plan Proposal or the Adjournment Proposal, but will have the same effect as a vote “AGAINST” the Charter Amendment Proposal and the Amended and Restated Charter Proposals. If you are a stockholder of record and you attend the special meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE LEGACY REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO LEGACY’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the transactions described in the accompanying proxy statement, passed upon the merits or fairness of the business combination or related transactions or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement. Any representation to the contrary constitutes a criminal offense.

The proxy statement is dated [•], 20[•], and is first being made available to stockholders on or about [•], 20[•].

Legacy Acquisition Corp.

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NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS
__________________________________

The special meeting of stockholders (the “special meeting”) of Legacy Acquisition Corp., a corporation formed under the laws of Delaware, will be held on [•], [•], 20[•], at 11:00 a.m., New York City Time, at the corporate headquarters of the company located at 1308 Race Street, Suite 200, Cincinnati, Ohio 45202. At the special meeting, stockholders will be asked to consider and vote upon the following proposals:

1.      The Business Combination Proposal:    A proposal to approve and adopt an Amended and Restated Share Exchange Agreement (the “Share Exchange Agreement”) dated as of December 2, 2019, that amends and restates the Share Exchange Agreement dated as of August 23, 2019, as amended by that First Amendment to Share Exchange Agreement dated as of September 27, 2019, by and between Blue Valor Limited, a company incorporated in Hong Kong (“Blue Valor” or the “Seller”) and an indirect, wholly owned subsidiary of BlueFocus Intelligent Communications Group Co. Ltd. (“BlueFocus”), and Legacy Acquisition Corp., a Delaware corporation (“Legacy” or the “Company”), pursuant to which Legacy will purchase all of the issued and outstanding shares of a wholly owned holding company of Seller, organized in the Cayman Islands, which we refer to herein as “Blue Impact Target,” that, at the closing of the transactions contemplated by the Share Exchange Agreement (the “Closing”), will hold the Blue Impact business, a digital-first, intelligent and integrated, global advertising & marketing services group (the “Blue Impact business”), a copy of which is attached to the accompanying proxy statement as Annex A (the transactions contemplated by the Share Exchange Agreement are referred to as the “business combination”), which we refer to as the “Business Combination Proposal;”

2.      The NYSE Proposal:    To consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the issuance of more than 20% of Legacy’s issued and outstanding common stock to the Seller in connection with the business combination (as described herein) for purposes of complying with applicable provisions of Section 312.03 of the NYSE Listed Company Manual, and the related change of control, which we refer to as the “NYSE Proposal;”

3.      The Charter Amendment Proposal:    To consider and vote upon a proposal to approve and adopt, assuming the Business Combination Proposal is approved and adopted, the amendment of the amended and restated certificate of incorporation of Legacy, a copy of which is attached to the accompanying proxy statement as Annex B (the “Charter Amendment”), effecting the declassification of the board of directors and providing that each member of the board of directors will be elected annually at each annual meeting of stockholders following the effectiveness of the Charter Amendment, which, if approved and adopted, will go into effect at the special meeting, which we refer to as the “Charter Amendment Proposal”;

4.      The Amended and Restated Charter Proposals:    To consider and vote upon three sub proposals (which we refer to as the “Amended and Restated Charter Proposals”) to approve and adopt, assuming the Business Combination Proposal and the Charter Amendment Proposal are approved and adopted, the amendment and restatement of the amended and restated certificate of incorporation of Legacy (which would further amend and restate the certificate of incorporation of Legacy as amended by the Charter Amendment in Annex B per the Charter Amendment Proposal), a copy of which is attached to the accompanying proxy statement as Annex C (the “Amended Charter”), effecting the following amendments to the amended and restated certificate of incorporation of Legacy (as amended or corrected, the “Charter”) that, if approved and adopted, will go into effect upon the Closing:

(a)     Amended and Restated Charter Proposal A — Increase in Authorized Capital Stock:    To approve a provision in the proposed Amended Charter, upon the closing of the business combination and the conversion of the Company’s Class F common stock into the Company’s Class A common stock, increasing the authorized capital stock of the post-business combination company from 111,000,000 shares, consisting of 100,000,000 shares of Class A common stock, 10,000,000 shares of Class F common stock and 1,000,000 shares of preferred stock, to 201,000,000 shares, which would consist of 200,000,000 shares of common stock and 1,000,000 shares of preferred stock, par value $0.0001 per share, by, on the effective date of the filing of the proposed Amended Charter:

(i) reclassifying all Class A common stock as common stock; (ii) reclassifying all Class F common stock as common stock; and (iii) creating an additional 90,000,000 shares of common stock, which we refer to as “Amended and Restated Charter Proposal A;”

(b)    Amended and Restated Charter Proposal B — Elimination of Stockholder Action by Written Consent:    To approve and adopt an amendment to our Charter that prohibits the ability of stockholders to take actions by written consent in lieu of a meeting, as the stockholders of the post-business combination company will only be able to take action at a duly called meeting of stockholders, which we refer to as “Amended and Restated Charter Proposal B;”

(c)     Amended and Restated Charter Proposal C — Additional Amendments:    To approve and adopt additional amendments to our Charter, including (i) changing the post-business combination company’s corporate name from “Legacy Acquisition Corp.” to “Blue Impact Inc.”, (ii) changing the purpose of the post-business combination company to “any lawful act or activity for which corporations may be organized under the DGCL,” (iii) eliminating certain provisions specific to the Class F common stock and Class A common stock as Class F common stock and Class A common stock shall cease to be authorized following the effectiveness of the proposed Amended Charter, (iv) amending the liquidation provisions to provide that a merger or consolidation of the post-business combination company shall not be deemed to be a liquidation for purposes of the proposed Amended Charter, (v) amending the provisions relating to the indemnification and advancement of expenses to directors and officers under certain circumstances, (vi) eliminating certain provisions specific to our status as a blank check company, which the board of directors believes are necessary to adequately address the needs of the post-business combination company, and (vii) amending the provisions relating to the doctrine of corporate opportunity to provide that the doctrine of corporate opportunity will apply to the post-business combination company and any of its officers or directors to the extent the officer or director is permitted to refer that opportunity to the post-business combination company without violating any legal obligation, which we refer to as “Amended and Restated Charter Proposal C;”

5.      The Equity Incentive Plan Proposal:    To consider and vote upon a proposal, assuming the Business Combination Proposal is approved and adopted, to approve and adopt the Blue Impact Inc. Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex D (the “Incentive Plan”) and material terms thereunder, which we refer to as the “Incentive Plan Proposal;”

6.      The Director Election Proposal:    To consider and vote upon a proposal, assuming the Business Combination Proposal, the NYSE Proposal, the Charter Amendment Proposal and the Amended and Restated Charter Proposals are approved and adopted, to elect nine directors, two of whom will be elected effective immediately and seven of whom will be elected effective upon the Closing, to serve on our board of directors until the 2020 Annual Meeting of stockholders or until his or her successor is elected and qualified, which we refer to as the “Director Election Proposal;” and

7.      The Adjournment Proposal:    To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, which we refer to as the “Adjournment Proposal.”

The proxy statement accompanying this notice describes each of these Proposals in detail. The proxy statement contains other important information that you should read and consider before you vote.

The board of directors has set the close of business on [•], 20[•] as the record date for the special meeting. Only the holders of record of our Class A common stock or Class F common stock as of the close of business on the record date are entitled to notice of, and to vote at, the special meeting and any adjournment or postponement thereof. A list of the holders of record of our Class A common stock and Class F common stock will be available at the special meeting and, during the 10 days prior to the special meeting, at the corporate headquarters of our company located at 1308 Race Street, Suite 200, Cincinnati, Ohio 45202.

Pursuant to our Charter, we are providing the holders of shares of Class A common stock originally sold as part of the units issued in our initial public offering, which closed on November 21, 2017 (the “IPO” and such holders, the “public stockholders”), with the opportunity to redeem all or a portion of their shares of Class A common stock upon the Closing at a per share price, payable in cash, equal to the aggregate amount then on deposit prior to the Closing)

in the trust account that holds the proceeds from the IPO and a concurrent private placement of warrants to Legacy Acquisition Sponsor I, LLC (our “Sponsor”), including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements, subject to an annual limit of $750,000, and/or to pay our taxes, divided by the number of then outstanding shares of Class A common stock that were sold to the public stockholders in the IPO. For illustrative purposes, based on the fair value of marketable securities held in the trust account as of October 31, 2019 of approximately $301,167,795.21, the estimated per share redemption price, less amounts to be withdrawn, would have been approximately $10.27. As described herein, Legacy has until December 21, 2019 to complete an initial business combination; provided that such date may be extended by Legacy at its option and/or at the Seller’s request up to five times, initially to January 21, 2020 and thereafter by up to four additional 30-day periods ending on May 20, 2020. This trust balance includes Seller loans (only to the extent relating to the outstanding shares of Class A common stock) of $879,155.40 previously made in connection with the stockholders’ approval of an extension of the deadline to complete an initial business combination from November 21, 2019 to December 21, 2019. The Seller has agreed to make additional loans of $0.03 per share in connection with each such additional extension of the outside date to complete the business combination, resulting in a $0.15 increase in the per share redemption price if the outside date is extended to May 20, 2020.

Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. Notwithstanding the foregoing redemption rights, a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our IPO, which we refer to as the “15% threshold.” Accordingly, all public shares in excess of the 15% threshold beneficially owned by a public stockholder or group will not be redeemed for cash. Holders of Legacy’s outstanding warrants sold in the IPO, which are exercisable for shares of Class A common stock under certain circumstances, do not have redemption rights in connection with the business combination. Our Sponsor, officers and directors have agreed to waive their redemption rights in connection with the Closing with respect to any shares of Class A common stock and Class F common stock they hold. Any shares of Class A common stock or Class F common stock held by our Sponsor, officers and directors will be excluded from the pro rata calculation used to determine the per share redemption price. Currently, our Sponsor and independent directors own all of our outstanding shares of Class F common stock and collectively own approximately 20% of our aggregate outstanding Class A common stock and Class F common stock.

We may not consummate the business combination unless the Business Combination Proposal, the NYSE Proposal, the Charter Amendment Proposal, the Amended and Restated Charter Proposals, the Incentive Plan Proposal and the Director Election Proposal are approved at the special meeting. The NYSE Proposal, the Charter Amendment Proposal, the Amended and Restated Charter Proposals, the Incentive Plan Proposal and the Director Election Proposal are conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement.

You can vote your shares of Class A common stock or Class F common stock by telephone, electronically via the Internet, or by completing and returning the enclosed proxy card or vote instruction form. If you vote using the enclosed proxy card or vote instruction form, you must sign, date and mail the proxy card or vote instruction form in the enclosed envelope. If you decide to attend the special meeting and wish to modify your vote, you may revoke your proxy and vote in person at the special meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the Proposals presented at the special meeting and “FOR” each of the director nominees. If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker or other nominee how to vote, and do not attend the special meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will have no effect on the Business Combination Proposal, the NYSE Proposal, the Director Election Proposal, the Incentive Plan Proposal or the Adjournment Proposal, but will have the same effect as a vote “AGAINST” the Charter Amendment Proposal and the Amended and Restated Charter Proposals. If you are a stockholder of record and you attend the special meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE LEGACY REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO LEGACY’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on [•], 20[•].

This notice of meeting and the related proxy statement will be available at [•].

Legacy Acquisition Corp.
1308 Race Street, Suite 200
Cincinnati, Ohio 45202

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PROXY STATEMENT FOR THE LEGACY ACQUISITION CORP.
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [•], 20[•]

__________________________________

This proxy statement is being furnished to the holders of the Class A common stock and Class F common stock of Legacy Acquisition Corp., a Delaware corporation (“Legacy” or the “Company”), in connection with the solicitation by our board of directors of proxies to be voted at the special meeting of Stockholders of the Company (the “special meeting”) to be held on [•]day, [•], 20[•], at 11:00 a.m., New York City Time, at the corporate headquarters of the company located at 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, or at any adjournment or postponement of the special meeting, for the purposes set forth in the accompanying notice of special meeting. The principal executive office of the Company is located at 1308 Race Street, Suite 200, Cincinnati, Ohio 45202.

This proxy statement and the other proxy materials are first being made available on or about [•], 2020 to all stockholders entitled to notice of, and to vote at, the special meeting. At the close of business on [•], 20[•], the record date for the special meeting, there were 29,305,180 shares of Class A common stock and 7,500,000 shares of Class F common stock outstanding. Only the holders of record of our Class A common stock and Class F common stock as of the close of business on the record date are entitled to notice of, and to vote at, the special meeting and any adjournment or postponement thereof.

If a stockholder executes and returns the enclosed proxy card or vote instruction form or submits vote instructions to us by telephone or via the Internet, the stockholder may nevertheless revoke the proxy at any time prior to its use by filing with the Secretary of Legacy a written revocation or a duly executed proxy bearing a later date, or by submitting revised vote instructions to us by telephone or via the Internet prior to 11:59 p.m. New York City Time on [•]day, [•], 20[•], in accordance with the instructions on the accompanying proxy card or vote instruction form. A stockholder who attends the special meeting in person may revoke his or her proxy at that time and vote in person if so desired.

Admission to the special meeting will be by admission ticket only. If you are a stockholder of record and plan to attend the special meeting, retain the top portion of your proxy card as your admission ticket and bring it and a photo ID with you so that you may gain admission to the meeting. If your shares are held through a bank, broker or other nominee, please contact your nominee and request that the nominee obtain an admission ticket for you or provide you with evidence of your share ownership, and bring it and a photo ID with you so that you may gain admission to the meeting.

Unless revoked or unless contrary instructions are given, each proxy that is properly signed, dated and returned or authorized by telephone or via the Internet, in accordance with the instructions on the enclosed proxy card or vote instruction form prior to the start of the special meeting will be voted as indicated on the proxy card or vote instruction form or via telephone or the Internet and if no indication is made, each such proxy will be deemed to grant authority to vote, as applicable:

1.      FOR the Business Combination Proposal:    To approve and adopt an Amended and Restated Share Exchange Agreement (the “Share Exchange Agreement”) dated as of December 2, 2019, that amends and restates the Share Exchange Agreement dated as of August 23, 2019, as amended by that First Amendment to Share Exchange Agreement dated as of September 27, 2019, by and between Blue Valor Limited, a company incorporated in Hong Kong (“Blue Valor” or the “Seller”) and an indirect, wholly owned subsidiary of BlueFocus Intelligent Communications Group Co. Ltd. (“BlueFocus”), and Legacy Acquisition Corp., a Delaware corporation (“Legacy” or the “Company”), pursuant to which Legacy will purchase all of the issued and outstanding shares of a wholly owned holding company of Seller, organized in the Cayman Islands, which we refer to herein as “Blue Impact Target,” that, at the closing of the transactions contemplated by the Share Exchange Agreement (the “Closing”), will hold the Blue Impact business, a digital-first, intelligent and integrated, global advertising & marketing services group (the “Blue Impact business”), a copy of which is attached to the accompanying proxy statement as Annex A (the transactions contemplated by the Share Exchange Agreement are referred to as the “business combination”), which we refer to as the “Business Combination Proposal;”

2.      FOR the NYSE Proposal:    To approve, assuming the Business Combination Proposal is approved and adopted, the issuance of more than 20% of Legacy’s issued and outstanding common stock to the Seller in connection with the business combination (as described herein) for purposes of complying with applicable provisions of Section 312.03 of the NYSE Listed Company Manual, and the related change of control, which we refer to as the “NYSE Proposal;”

3.      FOR the Charter Amendment Proposal:    To approve and adopt, assuming the Business Combination Proposal is approved and adopted, the amendment of the amended and restated certificate of incorporation of Legacy, a copy of which is attached to the accompanying proxy statement as Annex B (the “Charter Amendment”), effecting the declassification of the board of directors and providing that each member of the board of directors will be elected annually at each annual meeting of stockholders following the effectiveness of the Charter Amendment, which, if approved and adopted, will go into effect at the special meeting, which we refer to as the “Charter Amendment Proposal”;

4.      FOR the Amended and Restated Charter Proposals:    To approve and adopt, assuming the Business Combination Proposal and Charter Amendment Proposal are approved and adopted, three sub proposals (which we refer to as the “Amended and Restated Charter Proposals”) approving the amendment and restatement of the amended and restated certificate of incorporation of Legacy (which would further amend and restate the certificate of incorporation of Legacy as amended by the Charter Amendment in Annex B per the Charter Amendment Proposal), a copy of which is attached to the accompanying proxy statement as Annex C (the “Amended Charter”), effecting the following amendments to the amended and restated certificate of incorporation of Legacy (as amended or corrected, the “Charter”) that, if approved and adopted, will go into effect upon the Closing:

(a)     FOR Amended and Restated Charter Proposal A:    To approve a provision in the proposed Amended Charter, upon the Closing and the conversion of the Company’s Class F common stock into the Company’s Class A common stock, increasing the authorized capital stock of the post-business combination company from 111,000,000 shares, consisting of 100,000,000 shares of Class A common stock, 10,000,000 shares of Class F common stock and 1,000,000 shares of preferred stock, to 201,000,000 shares, which would consist of 200,000,000 shares of common stock and 1,000,000 shares of preferred stock, par value $0.0001 per share, by, on the effective date of the filing of the proposed Amended Charter: (i) reclassifying all Class A common stock as common stock; (ii) reclassifying all Class F common stock as common stock; and (iii) creating an additional 90,000,000 shares of common stock, which we refer to as “Amended and Restated Charter Proposal A;”

(b)     FOR Amended and Restated Charter Proposal B:    To approve and adopt an amendment to our Charter that prohibits the ability of stockholders to take actions by written consent in lieu of a meeting, as the stockholders of the post-business combination company will only be able to take action at a duly called meeting of stockholders, which we refer to as “Amended and Restated Charter Proposal B;”

(c)     FOR Amended and Restated Charter Proposal C:    To approve and adopt additional amendments to our Charter, including (i) changing the post-business combination company’s corporate name from “Legacy Acquisition Corp.” to “Blue Impact Inc.”, (ii) changing the purpose of the post-business combination company to “any lawful act or activity for which corporations may be organized under the DGCL,” (iii) eliminating certain provisions specific to the Class F common stock and Class A common stock as Class F common stock and Class A common stock shall cease to be authorized following the effectiveness of the proposed Amended Charter, (iv) amending the liquidation provisions to provide that a merger or consolidation of the post-business combination company shall not be deemed to be a liquidation for purposes of the proposed Amended Charter, (v) amending the provisions relating to the indemnification and advancement of expenses to directors and officers under certain circumstances, (vi) eliminating certain provisions specific to our status as a blank check company, which the board of directors believes are necessary to adequately address the needs of the post-business combination company, and (vii) amending the provisions relating to the doctrine of corporate opportunity to provide that the doctrine of corporate opportunity will apply to the post-business combination company and any of its officers or directors to the extent the officer or director is permitted to refer that opportunity to the post-business combination company without violating any legal obligation, which we refer to as “Amended and Restated Charter Proposal C;”

5.      FOR the Equity Incentive Plan Proposal:    To approve and adopt, assuming the Business Combination Proposal is approved and adopted, the Blue Impact Inc. Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex D (the “Incentive Plan”) and material terms thereunder;

6.      FOR the Director Election Proposal:    To elect, assuming the Business Combination Proposal, the NYSE Proposal, the Charter Amendment Proposal and the Amended and Restated Charter Proposals are approved and adopted, nine directors, two of whom will be elected effective immediately and seven of whom will be elected effective upon the Closing, to serve on our board of directors until the 2020 Annual Meeting of stockholders or until his or her successor is elected and qualified; and

7.      FOR the Adjournment Proposal:    To approve the adjournment of the special meeting to a later date or dates, if necessary, which we refer to as the “Adjournment Proposal.”

THE BOARD OF DIRECTORS OF LEGACY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS AND “FOR” EACH OF THE DIRECTOR NOMINEES. When you consider the recommendation of the board of directors of Legacy in favor of each of the Proposals, you should keep in mind that certain of Legacy’s directors and officers have interests in the business combination that may conflict with your interests as a stockholder. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

TABLE OF CONTENTS

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement, references to:

•        “Advisory Council” are to members of the Legacy Team with a combination of expertise within the consumer and retail industry and executive leadership experience at the highest levels of Fortune 500 corporate organizations that (i) assisted Legacy in sourcing potential business combination targets, (ii) provided professional insights in assessing potential business combination targets and (iii) upon request, provided professional insights in the businesses that we looked to acquire. The members of our Advisory Council did not have any obligation to provide advice or services, perform board or committee functions, and were not subject to the fiduciary requirements to which members of the board of directors are subject.

•        “BlueFocus” are to BlueFocus Intelligent Communications Group Co. Ltd.;

•        “Blue Impact” are to Legacy Acquisition Corp. after giving effect to the business combination, assuming the Closing as described in this proxy statement and the amendment and restatement of its Charter as contemplated by the Amended Charter;

•        “Blue Impact business” are to the business conducted by Vision 7, Madhouse, We Are Social, Indigo Social, LLC (which is at times included with We Are Social for purposes of disclosure in this proxy statement), Metta and Fuseproject family of agencies, comprising a digital-first, intelligent and integrated, global advertising & marketing services group;

•        “Blue Impact Warrant Tender Offer” is the agreement under the Share Exchange Agreement between Seller and Legacy that after the Closing the Seller and Legacy (through its director nominees) shall pursue the possibility of effecting a tender offer, pursuant to Regulation M-A under the Securities Exchange Act of 1934, for all outstanding warrants of Blue Impact (which prior to the Closing were Legacy Warrants), and, if such Blue Impact Warrant Tender Offer would benefit all of Blue Impact’s stockholders, the Legacy director nominees and the Seller will determine whether to recommend that the Blue Impact board of directors commence such Blue Impact Warrant Tender Offer, provided, that the parties acknowledge and agree that Blue Impact’s board of directors shall, in its sole discretion, determine whether to pursue such Blue Impact Warrant Tender Offer and its terms;

•        “business combination” are to the transactions contemplated by the Share Exchange Agreement pursuant to which Legacy will purchase from the Seller all of the issued and outstanding shares of a wholly owned subsidiary of Seller organized in the Cayman Islands (which we refer to as “Blue Impact Target”) that, at Closing and following the Reorganization (as defined and described in the proxy statement) will hold the Blue Impact business;

•        “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;

•        “Class A common stock” are to shares of Class A common stock, par value $0.0001 per share, of Legacy;

•        “Class F common stock” are to shares of Class F common stock, par value $0.0001 per share, of Legacy;

•        “Closing” are to the closing of the business combination;

•        “common stock” are to shares of common stock, par value $0.0001 per share, of the post-business combination company assuming the Business Combination Proposal and Amended and Restated Charter Proposals are approved and adopted and the Closing;

•        “Company Subsidiaries” are to Vision 7, Madhouse, We Are Social, Indigo Social, LLC, Metta and Fuseproject and their respective subsidiaries.

•        “Extension Amendment” are to the amendment to Legacy’s Charter approved by Legacy’s stockholders at a special meeting held on October 22, 2019 extending the date by which Legacy has to complete a business combination from November 21, 2019 to December 21, 2019 (subject to up to five extensions, initially to January 21, 2020 and thereafter by up to four additional 30-day periods ending on May 20, 2020) (the initial extension to December 21, 2019 and any subsequent 30-day periods, the “Outside Extended Date”). In connection with the approval and implementation of the Extension Amendment, Legacy made a cash contribution (“Contribution”) to the Trust Account in an amount equal to $0.03 for each share of Class A common stock issued in the IPO (the “public shares”) that was not redeemed in connection with the stockholder approval of the Extension Amendment for the initial extension through December 21, 2019 and thereafter will make a Contribution for each period of the extension by Legacy at its option and/or at the Seller’s request up to five times, initially to January 21, 2020 and thereafter by up to four additional 30-day periods. Under the terms of the Share Exchange Agreement, the Seller has agreed to lend (each, a “Seller Loan”) to Legacy the amount of the Contributions to be made by Legacy in connection with the initial Extension through December 21, 2019, and for each period of the Extension thereafter; provided, however, that the Seller shall not be required to make any loan to Legacy with respect to any extension for the purpose of consummating an initial business combination other than the business combination pursuant to the Share Exchange Agreement. In addition, the Seller has agreed that the Seller Loans may include additional amounts to cover certain costs and expenses that Legacy will reasonably incur in connection with the continuation of operations until the earlier of the consummation of the business combination or May 20, 2020 provided that the total of all such costs and expenses shall not exceed a total of $300,000 in the aggregate for all extensions through May 20, 2020. No Seller Loan may exceed $1,000,000 in the aggregate (including loans to fund costs and expenses). The Seller Loans will be forgiven by the Seller if the Closing does not occur and the trust account liquidates, except to the extent of any funds that are available to Legacy (i) after such liquidation in accordance with the Trust Agreement, or (ii) from any other source;

•        “Founder Shares” are to shares of our Class F common stock initially purchased by our Sponsor in a private placement prior to our initial public offering, after giving effect to a 1.5-for-1 stock split in the form of a dividend effectuated on September 18, 2017, and the shares of our Class A common stock issuable upon the automatic conversion thereof and the issuance of Common Stock in lieu thereof at the Closing;

•        “initial stockholders” are to holders of our Founder Shares prior to our initial public offering;

•        “Independent Director Committee” means a committee of Blue Impact’s board of directors comprised solely of three directors who shall each qualify as a director “independent” from the Company, BlueFocus and the Sponsor for purposes of Rule 303A.02 of the NYSE Listed Company Manual, Rule 10A-3 of the Securities Exchange Act of 1934 and Delaware law, in each case, as determined in good faith after consultation with outside counsel, and determined from time to time, and are initially designated in accordance with the Investor Rights Agreement.

•        “IPO” or “initial public offering” are to our initial public offering of our securities that we completed on November 21, 2017;

•        “Legacy,” “we,” “us,” “company,” “our company” are to Legacy Acquisition Corp., a Delaware corporation;

•        “Legacy Team” are to a group of business professionals that collectively own a substantial majority of our Sponsor, including, but not limited to, certain members of our board, management team and Advisory Council;

•        “management” or our “management team” are to Legacy’s executive officers and directors;

•        “NYSE” are to the New York Stock Exchange;

•        “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;

•        “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) which will be converted to shares of common stock at Closing;

•        “public stockholders” are to the holders of our public shares, including our initial stockholders and management team to the extent they purchased public shares;

•        “public warrants” are to the redeemable warrants sold as part of the units in our initial public offering (whether they were purchased in the initial public offering or thereafter in the open market) and to any private placement warrants or warrants issued upon conversion of working capital loans that are sold to third parties that are not our Sponsor or executive officers or directors (or permitted transferees) following the Closing;

•        “Redemption Side Letter” are to the Redemption Side Letter dated as of December 2, 2019 between Legacy, Seller and Sponsor, pursuant to which, (i) depending on the level of redemptions, certain shares of Legacy common stock owned by Sponsor will be subject to forfeiture and (ii) Blue Impact may be required to reissue a specified portion of those forfeited shares depending on the post-Closing trading price of Blue Impact’s common stock;

•        “Seller” are to Blue Valor Limited, a company incorporated in Hong Kong and an indirect, wholly owned subsidiary of BlueFocus;

•        “September 30 Audited Financial Statements” are to the audited combined financial statements of the Company Subsidiaries which comprise the combined balance sheet as of September 30, 2019, the related combined statements of income and comprehensive income, equity and redeemable non-controlling interest, and cash flows for the nine months then ended;

•        “Share Exchange Agreement” are to the Amended and Restated Share Exchange Agreement dated as of December 2, 2019 (the “Agreement Date”), that amends and restates the Share Exchange Agreement dated as of August 23, 2019 (the “Original Agreement Date”), as amended by that First Amendment to Share Exchange Agreement dated as of September 27, 2019, by and between Seller and Legacy, as may be amended or restated from time to time;

•        “Sponsor” are to Legacy Acquisition Sponsor I LLC, a Delaware limited liability company, an entity affiliated with members of our management team and other members of the Legacy Team; and

•        “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.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This proxy statement contains forward looking statements. These forward looking statements relate to expectations for future financial performance, business strategies or expectations for our (or the Seller’s) business (as applicable), and the timing and ability for us to complete the business combination. Specifically, forward looking statements may include statements relating to:

•        the benefits of the business combination;

•        the future financial performance of Blue Impact following the business combination;

•        expansion plans and opportunities; 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 several 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. Some factors that could cause actual results to differ include:

•        the occurrence of any event, change or other circumstances that could delay the business combination or give rise to the termination of the Share Exchange Agreement;

•        the representations and warranties of the parties to the Share Exchange Agreement may prove to be inaccurate;

•        the outcome of any legal proceedings that may be instituted against the Seller or the Company following announcement of the business combination and transactions contemplated thereby;

•        the inability to complete the business combination due to the failure to obtain approval of the stockholders of the Company, or other conditions to Closing in the Share Exchange Agreement;

•        the inability to obtain or maintain the listing of Blue Impact’s common stock on the NYSE following the business combination;

•        the occurrence of any event, change or other circumstance that could otherwise cause the business combination to fail to close;

•        the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the business combination;

•        the risk that the business combination disrupts current plans and operations as a result of the announcement and Closing of the transactions described herein;

•        the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability to integrate the Seller’s and the Company’s businesses, and the ability of the combined business to grow and manage growth profitably;

•        costs related to the business combination;

•        changes in applicable laws or regulations;

•        the inability to profitably expand into new markets;

•        the possibility that the Seller or the Company may be adversely affected by other economic, business, and/or competitive factors;

•        the aggregate number of Legacy shares requested to be redeemed by Legacy’s stockholders in connection with the business combination;

•        the risk that current trends in digital media and marketing decelerate or do not continue;

•        the potential delay in completing the audit of the Blue Impact business’ financial statements and the potential for audit and other related adjustments to the financial results;

•        the Blue Impact business’ ability to remediate or otherwise mitigate its existing material weakness and any material weaknesses in internal control over financial reporting or significant deficiencies that may be identified in the future;

•        estimates for the financial performance of the Blue Impact business may prove to be incorrect or materially different from actual results; and

•        other risks and uncertainties indicated in this proxy statement, including those set forth under the section entitled “Risk Factors.”

SUMMARY TERM SHEET

This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals and the Special Meeting” and “Summary of the Proxy Statement,” summarizes certain information contained in this proxy statement, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the attached Annexes, for a more complete understanding of the matters to be considered at the special meeting. In addition, for definitions used commonly throughout this proxy statement, including this summary term sheet, please see the section entitled “Frequently Used Terms.”

•        Legacy Acquisition Corp., a Delaware corporation, which we refer to as “Legacy,” “we,” “us,” “our,” or the “Company,” is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

•        Following the Closing, (i) we will change our legal name from Legacy Acquisition Corp. to Blue Impact, Inc. (or “Blue Impact”), (ii) as described below, we will have only one class of outstanding common stock and (iii) we expect that our shares of common stock and warrants to acquire shares of our common stock will continue to be listed and will trade on the NYSE under the symbols “[•]” and “[•]”.

•        Post-Closing references, to “we,” “us,” “our,” and the “Company,” as indicated or as the context otherwise indicates is appropriate, are references to Legacy as so renamed Blue Impact.

•        There are currently 36,805,180 shares of Class A common stock and Class F common stock issued and outstanding, consisting of (i) 29,305,180 public shares held by our public stockholders and (ii) 7,500,000 Founder Shares held by our Sponsor. There are currently no shares of Company preferred stock issued and outstanding. At Closing, all shares of our Class A common stock and Class F common stock will convert into shares of Blue Impact common stock and there will be a single class of common stock. In addition, we issued 30,000,000 public warrants to purchase common stock (originally sold as part of the units issued in our IPO) as part of our IPO, along with 17,500,000 private placement warrants issued to our Sponsor in a private placement that closed concurrently with our IPO. Each warrant entitles its holder to purchase one half of one share of common stock at an exercise price of $5.75 per one half share ($11.50 per whole share). The warrants will become exercisable 30 days after Closing, and they will expire five years after Closing or earlier upon redemption or liquidation. Once the warrants become exercisable, we may redeem the outstanding warrants at a price of $0.01 per warrant, if the last sale price of our common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending on the third business day before we send the notice of redemption to the warrant holders. The private placement warrants, however, are non-redeemable so long as they are held by our Sponsor or its permitted transferees. In addition, if our Sponsor makes any working capital loans to us, it may convert those loans into up to an additional 0.5 warrants, at the price of $0.50 per warrant; however, as of the date of this proxy statement, our Sponsor has not made any working capital loans.

•        The Seller is incorporated in Hong Kong and at the Closing will own and control a digital-first, integrated global marketing and communications services group. The Seller is headquartered in Mountain View, California and is an indirect wholly owned subsidiary of BlueFocus, a leading publicly listed Chinese marketing services holding company.

•        At the Closing, we will issue to the Seller 30,000,000 shares of our common stock (the “Closing Payment Shares”), as payment for our acquisition of all the issued and outstanding ordinary shares of Blue Impact Target (the “Purchased Shares”) and assume certain liabilities. In addition, we (post-Closing Blue Impact) are potentially obligated to make a one time Earnout Payment (as defined and further described below) after our audited financial statements for 2022 are completed in accordance with the terms and subject to the conditions of the Share Exchange Agreement. For more information about the transactions contemplated by the Share Exchange Agreement, please see the sections entitled “Proposal No. 1 — The Business Combination Proposal — The Share Exchange Agreement.” A copy of the Share Exchange Agreement is attached to this proxy statement as Annex A.

•        At or following the Closing, in addition to issuing the Closing Payment Shares in exchange for the Purchased Shares, (i) we (post-Closing Blue Impact) will assume up to (x) $48 million of the Blue Impact

Target’s pre-Closing contingent acquisition-related liabilities (e.g., earnout obligations) and (y) $40 million of Blue Impact Target’s pre-Closing indebtedness for borrowed money and (ii) up to $90 million in cash held in our trust account will be used to pay any of Blue Impact Target’s unpaid purchase price obligations then-owed to Madhouse’s founder in connection with its prior acquisition of 81.91% of Madhouse and its pending acquisition of the remaining 18.09% of Madhouse.

•        Post-Closing, there will be a “Purchase Price Adjustment” to the consideration for the Purchased Shares equal to the sum, whether positive or negative, of (i) the Blue Impact Target Net Debt minus Blue Impact Target Net Debt (“Company Net Debt” being Blue Impact Target’s indebtedness for borrowed money, minus cash balances, and the “Target Company Net Debt” being $40 million), plus (ii) the Target Deferred Acquisition Purchase Price Obligations (target of $48 million) minus the Deferred Acquisition Purchase Price Obligations plus (iii) the Madhouse Purchase Price Target (target of $90 million) minus the Madhouse Purchase Price, in each case based on Closing Date balances. If the Purchase Price Adjustment results in (x) a payment owed by Seller, Seller may choose to pay the amount in cash or the return of shares of common stock or (y) a payment owed to Seller, Seller will receive payment in the form of common stock (with common stock valued at $10.00 per share in either case).

•        The Seller is eligible to receive a potential one time earn out payment of up to $222 million (the “Earnout Payment”), based on the Madhouse EBITDA Average Annual Growth Rate (as defined in the Share Exchange Agreement) for the three year earn out period which runs for the calendar years 2020 through 2022. The Earnout Payment will be payable at Blue Impact’s option in cash, stock or a combination thereof if Blue Impact’s common stock share price at the time of payment is at least $10 per share. If not, then dependent upon Blue Impact’s then available cash, the earn out will be payable in cash, subordinated notes or a combination thereof. Seller has partially and irrevocably assigned a portion of any earn out payment to fund a long-term incentive plan to be established for the benefit of designated individuals employed or associated with the Blue Impact business. For more information about the Share Exchange Agreement, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Share Exchange Agreement.”

•        It is anticipated that, upon Closing, assuming no redemptions and excluding any shares that may be issued pursuant to the Purchase Price Adjustment: (i) our public stockholders will own approximately 43.87% of Blue Impact; (ii) our Sponsor will own approximately 11.23% of Blue Impact; and (ii) the Seller will own approximately 44.9% of Blue Impact. These post-Closing ownership percentages do not take into account a number of potential share issuances or potential share reductions including in connection with the Purchase Price Adjustment and the Earnout Payment. Post-Closing, BlueFocus — and not our public stockholders — will control Blue Impact. For more information, please see the sections entitled “Summary of the Proxy Statement — Impact of the Business Combination on the Company’s Public Float and Company Control” and “Unaudited Pro Forma Condensed Combined Financial Information.”

•        Each of the Seller and Legacy agreed that after the Closing they shall pursue the possibility of effecting a tender offer, pursuant to Regulation M-A under the Securities Exchange Act of 1934, for all outstanding warrants of Blue Impact (which prior to the Closing were Legacy Warrants) (the “Blue Impact Warrant Tender Offer”), and, if such Blue Impact Warrant Tender Offer would benefit all of Blue Impact’s stockholders, the Legacy director nominees and the Seller will determine whether to recommend that the Blue Impact board of directors commence such Blue Impact Warrant Tender Offer, provided, that the parties acknowledge and agree that Blue Impact’s board of directors shall, in its sole discretion, determine whether to pursue such Blue Impact Warrant Tender Offer and its terms.

•        Our management and board of directors considered various factors in determining whether to approve the Share Exchange Agreement and the business combination. For more information about our decision making process, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Legacy Board of Directors’ Reasons for the Business Combination.”

•        Pursuant to our Charter, in connection with the business combination, holders of our public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with our Charter. As of October 31, 2019, this would have amounted to approximately $10.27 per share. If a holder exercises its redemption rights, then such holder will exchange its public shares for cash and will no longer own our shares and will not participate in the future growth of Blue Impact, if any.

Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent at least two business days prior to the special meeting. Please see the section entitled “Special Meeting of Stockholders — Redemption Rights.”

•        In addition to voting on the Business Combination Proposal, stockholders are being asked to vote on the following proposals at the special meeting. The Business Combination Proposal and each of the following proposals (other than the Adjournment Proposal) are conditioned on the passage of all the other proposals:

•        The NYSE Proposal:    To consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the issuance of more than 20% of Legacy’s issued and outstanding common stock to the Seller in connection with the business combination (as described herein) for purposes of complying with applicable provisions of Section 312.03 of the NYSE Listed Company Manual, and the related change of control;

•        The Charter Amendment Proposal:    To consider and vote upon a proposal to approve and adopt, assuming the Business Combination Proposal is approved and adopted, the amendment of the amended and restated certificate of incorporation of Legacy, a copy of which is attached to the accompanying proxy statement as Annex B (the “Charter Amendment”), effecting the declassification of the board of directors and providing that each member of the board of directors will be elected annually at each annual meeting of stockholders following the effectiveness of the Charter Amendment, which, if approved and adopted, will go into effect at the special meeting, which we refer to as the “Charter Amendment Proposal”;

•        The Amended and Restated Charter Proposals:    To consider and vote upon three sub proposals (which we refer to as the “Amended and Restated Charter Proposals”) to approve and adopt, assuming the Business Combination Proposal and the Charter Amendment Proposal are approved and adopted, the amendment and restatement of our Charter (which would further amend and restate our Charter as amended by the Charter Amendment in Annex B per the Charter Amendment Proposal), a copy of which is attached to the accompanying proxy statement as Annex C (the “Amended Charter”), effecting the following amendments that, if approved and adopted, will go into effect upon the Closing:

Amended and Restated Charter Proposal A — Increase in Authorized Capital Stock:    To approve a provision in the proposed Amended Charter, upon the Closing and the conversion of the Company’s Class F common stock into the Company’s Class A common stock, increasing the authorized capital stock of the Company from 111,000,000 shares, consisting of 100,000,000 shares of Class A common stock, 10,000,000 shares of Class F common stock and 1,000,000 shares of preferred stock, to 201,000,000 shares, which would consist of 200,000,000 shares of common stock and 1,000,000 shares of preferred stock, par value $0.0001 per share, by, on the effective date of the filing of the proposed Amended Charter: (i) reclassifying all Class A common stock as common stock; (ii) reclassifying all Class F common stock as common stock; and (iii) creating an additional 90,000,000 shares of common stock, which we refer to as “Amended and Restated Charter Proposal A;”

Amended and Restated Charter Proposal B — Elimination of Stockholder Action by Written Consent:    To approve and adopt an amendment to our Charter that prohibits the ability of stockholders to take actions by written consent in lieu of a meeting, as the stockholders of the post-business combination company will only be able to take action at a duly called meeting of stockholders, which we refer to as “Amended and Restated Charter Proposal B;”

Amended and Restated Charter Proposal C — Additional Amendments:    To approve and adopt additional amendments to our Charter, including (i) changing the post-business combination company’s corporate name from “Legacy Acquisition Corp.” to “Blue Impact Inc.”, (ii) changing the purpose of the post-business combination company to “any lawful act or activity for which corporations may be organized under the DGCL,” (iii) eliminating certain provisions specific to the Class F common stock and Class A common stock as Class F common stock and Class A common stock shall cease to be authorized following the effectiveness of the proposed Amended Charter, (iv) amending the liquidation provisions to provide that a merger or consolidation of the post-business combination company shall not be deemed to be a liquidation for purposes of

the proposed Amended Charter, (v) amending the provisions relating to the indemnification and advancement of expenses to directors and officers under certain circumstances, (vi) eliminating certain provisions specific to our status as a blank check company, which the board of directors believes are necessary to adequately address the needs of the post-business combination company, and (vii) amending the provisions relating to the doctrine of corporate opportunity to provide that the doctrine of corporate opportunity will apply to the post-business combination company and any of its officers or directors to the extent the officer or director is permitted to refer that opportunity to the post-business combination company without violating any legal obligation, which we refer to as “Amended and Restated Charter Proposal C;”

•        The Equity Incentive Plan Proposal:    To consider and vote upon a proposal, assuming the Business Combination Proposal is approved and adopted, to approve and adopt the Blue Impact Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex D, and material terms thereunder;

•        The Director Election Proposal:    To consider and vote upon a proposal, assuming the Business Combination Proposal, the NYSE Proposal, the Charter Amendment Proposal and the Amended and Restated Charter Proposals are approved and adopted, to elect nine directors, two of whom will be elected effective immediately and seven of whom will be elected effective upon the Closing, to serve on our board of directors until the 2020 Annual Meeting of stockholders or until his or her successor is elected and qualified; and

•        The Adjournment Proposal:    To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, which we refer to as the “Adjournment Proposal.”

Please see the sections entitled “Proposal No. 1 — The Business Combination Proposal,” “Proposal No. 2 — The NYSE Proposal,” “Proposal No. 3 — The Charter Amendment Proposal,” “Proposal No. 4 — The Amended and Restated Charter Proposals,” “Proposal No. 5 — The Incentive Plan Proposal,” “Proposal No. 6 — The Director Election Proposal,” and “Proposal No. 7 — The Adjournment Proposal.” The business combination is conditioned on the approval of the Business Combination Proposal, the NYSE Proposal, the Charter Amendment Proposal, the Amended and Restated Charter Proposals, the Incentive Plan Proposal and the Director Election Proposal at the special meeting. Each of the NYSE Proposal, the Charter Amendment Proposal, the Amended and Restated Charter Proposals, the Incentive Plan Proposal and the Director Election Proposal is conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement.

•        Prior to the special meeting, we anticipate increasing the size of our board of directors from six to eleven directors, nine of whom will be voted upon by our stockholders at the special meeting. If all director nominees are elected and the business combination is consummated, our board of directors will consist of nine directors with two vacancies. Please see the sections entitled “Proposal No. 6 — The Director Election Proposal” and “Management After the Business Combination.”

•        Unless waived by the parties to the Share Exchange Agreement, and subject to applicable law, the Closing is subject to several conditions set forth in the Share Exchange Agreement including, among others, the receipt of the stockholder approvals contemplated by this proxy statement. For more information about the conditions to Closing, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Share Exchange Agreement — Conditions to Closing.”

•        The Share Exchange Agreement may be terminated at any time prior to the Closing upon agreement of the parties thereto, or by Legacy or the Seller in specified circumstances. For more information about the termination rights under the Share Exchange Agreement, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Share Exchange Agreement — Termination.”

•        The business combination involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

•        In considering the recommendation of our board of directors to vote for the proposals presented at the special meeting, including the Business Combination Proposal, 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 the business combination 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 business combination and related transaction agreements and in recommending to our stockholders that they vote in favor of the proposals presented at the special meeting, including the Business Combination Proposal. Stockholders should take these interests into account in deciding whether to approve the proposals presented at the special meeting, including the Business Combination Proposal. These interests include, among other things:

•        the fact that our Sponsor has agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;

•        the fact that our Sponsor paid an aggregate of $25,000, or approximately $0.00333 per share, for the Founder Shares and such securities will have a significantly higher value at the Closing, which if unrestricted and freely tradable would be valued at approximately $10.25 based on the closing price of our Class A common stock on the NYSE on November 29, 2019, but, given the restrictions on such shares, we believe such shares have less value;

•        the fact that our Sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its Founder Shares if we fail to complete the business combination by December 21, 2019 (subject to up to five extensions, initially to January 21, 2020 and thereafter by up to four additional 30-day periods ending on May 20, 2020 in accordance with the Extension Amendment);

•        the fact that our Sponsor paid an aggregate of $8,750,000 for its 17,500,000 private placement warrants to purchase shares of Class A common stock and that such private placement warrants will expire worthless if a business combination is not consummated by December 21, 2019 (subject to up to five extensions, initially to January 21, 2020 and thereafter by up to four additional 30-day periods ending on May 20, 2020 in accordance with the Extension Amendment);

•        the fact that if the trust account is liquidated, 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;

•        the nominations and anticipated elections of Darryl McCall, our President and one of our directors, and Richard White, one of our directors, as directors of Blue Impact, as well as Kennneth Robinson, a director candidate designated by our Sponsor;

•        the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the business combination;

•        the fact that our Sponsor and officers may not participate in the formation of, or become an officer of, any other blank check company until December 21, 2019 (subject to up to five extensions, initially to January 21, 2020 and thereafter by up to four additional 30-day periods ending on May 20, 2020 in accordance with the Extension Amendment) unless we complete a business combination earlier;

•        the fact that our Sponsor, officers and directors will lose their entire investment in us if the business combination is not consummated by December 21, 2019 (subject to up to five extensions, initially to January 21, 2020 and thereafter by up to four additional 30-day periods ending on May 20, 2020 in accordance with the Extension Amendment);

•        the fact that upon Closing we will enter into the Investor Rights Agreement, which provides for certain voting agreements applicable to the Sponsor and its permitted transferees;

•        the fact that upon Closing, we will enter into an Amended and Restated Registration Rights Agreement, which provides for registration rights for the securities of the Sponsor and its permitted transferees and the Seller; and

•        the fact that on December 2, 2019, Legacy and our Sponsor entered into the Redemption Side Letter pursuant to which our Sponsor has agreed to forfeiture of some of its shares of Class F Common Stock depending on the extent of redemptions of shares of Class A Common Stock with the possible recapture of some or all of such forfeited shares depending on the trading price of our shares of common stock during prescribed periods following the Closing.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING

The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the proposals to be presented at the special meeting, including with respect to the business combination. The following questions and answers do not include all the information that is important to our stockholders. We urge stockholders to read carefully this entire proxy statement, including the Annexes and the other documents referred to herein, to fully understand the business combination and the voting procedures for the special meeting.

Q:     Why am I receiving this proxy statement?

A:     Our stockholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Share Exchange Agreement. As a result of the business combination, Legacy will acquire the Blue Impact business, a digital-first, intelligent and integrated, global marketing services.

This proxy statement and its Annexes contain important information about the proposed business combination and the other matters to be acted upon at the special meeting. You should read this proxy statement and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its Annexes.

Q:     When and where is the special meeting?

A:     The special meeting will be held on [•]day, [•], 20[•], at 11:00 a.m., New York City Time, at the corporate headquarters of Legacy located at 1308 Race Street, Suite 200, Cincinnati, Ohio 45202.

Q:     What are the specific proposals on which I am being asked to vote at the special meeting?

A:     At the special meeting, stockholders will be asked to consider and vote upon the following proposals:

1.      The Business Combination Proposal:    A proposal to approve and adopt the Share Exchange Agreement by and between Seller and Legacy pursuant to which we will purchase all of the issued and outstanding shares of Blue Impact Target, that, at Closing, will hold the Blue Impact business, a digital-first, intelligent and integrated, global advertising & marketing services group. A copy of the Share Exchange Agreement is attached to the accompanying proxy statement as Annex A;

2.      The NYSE Proposal:    To consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the issuance of more than 20% of Legacy’s issued and outstanding common stock to the Seller in connection with the business combination (as described herein) for purposes of complying with applicable provisions of Section 312.03 of the NYSE Listed Company Manual, and the related change of control;

3.      The Charter Amendment Proposal:    To consider and vote upon the Charter Amendment Proposal to approve and adopt, assuming the Business Combination Proposal is approved and adopted, the Charter Amendment, effecting the declassification of the board of directors and providing that each member of the board of directors will be elected annually at each annual meeting of stockholders following the effectiveness of the Charter Amendment, which, if approved and adopted, will go into effect at the special meeting;

4.      The Amended and Restated Charter Proposals:    To consider and vote upon the Amended and Restated Charter Proposals to approve and adopt, assuming the Business Combination Proposal and the Charter Amendment Proposal are approved and adopted, the Amended Charter (which would further amend and restate our Charter as amended by the Charter Amendment in Annex B per the Charter Amendment Proposal), effecting the following amendments to the Charter that, if approved and adopted, will go into effect at the Closing:

(a)     Amended and Restated Charter Proposal A — Increase in Authorized Capital Stock:    To approve a provision in the proposed Amended Charter, upon the Closing and the conversion of the Company’s Class F common stock into the Company’s Class A common stock, increasing the authorized capital stock of the post-business combination company from 111,000,000 shares,

consisting of 100,000,000 shares of Class A common stock, 10,000,000 shares of Class F common stock and 1,000,000 shares of preferred stock, to 201,000,000 shares, which would consist of 200,000,000 shares of common stock and 1,000,000 shares of preferred stock, par value $0.0001 per share, by, on the effective date of the filing of the proposed Amended Charter: (i) reclassifying all Class A common stock as common stock; (ii) reclassifying all Class F common stock as common stock; and (iii) creating an additional 90,000,000 shares of common stock, which we refer to as “Amended and Restated Charter Proposal A;”

(b)    Amended and Restated Charter Proposal B — Elimination of Stockholder Action by Written Consent:    To approve and adopt an amendment to our Charter that prohibits the ability of stockholders to take actions by written consent in lieu of a meeting, as the stockholders of the post-business combination company will only be able to take action at a duly called meeting of stockholders, which we refer to as “Amended and Restated Charter Proposal B;” and

(c)     Amended and Restated Charter Proposal C — Additional Amendments:    To approve and adopt additional amendments to our Charter, including (i) changing the post-business combination company’s corporate name from “Legacy Acquisition Corp.” to “Blue Impact Inc.”, (ii) changing the purpose of the post-business combination company to “any lawful act or activity for which corporations may be organized under the DGCL,” (iii) eliminating certain provisions specific to the Class F common stock and Class A common stock as Class F common stock and Class A common stock shall cease to be authorized following the effectiveness of the proposed Amended Charter, (iv) amending the liquidation provisions to provide that a merger or consolidation of the post-business combination company shall not be deemed to be a liquidation for purposes of the proposed Amended Charter, (v) amending the provisions relating to the indemnification and advancement of expenses to directors and officers under certain circumstances, (vi) eliminating certain provisions specific to our status as a blank check company, which the board of directors believes are necessary to adequately address the needs of the post-business combination company, and (vii) amending the provisions relating to the doctrine of corporate opportunity to provide that the doctrine of corporate opportunity will apply to the post-business combination company and any of its officers or directors to the extent the officer or director is permitted to refer that opportunity to the post-business combination company without violating any legal obligation, which we refer to as “Amended and Restated Charter Proposal C.”

5.      The Equity Incentive Plan Proposal:    To consider and vote upon a proposal, assuming the Business Combination Proposal is approved and adopted, to approve and adopt the Blue Impact Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex D, and material terms thereunder;

6.      The Director Election Proposal:    To consider and vote upon a proposal, assuming the Business Combination Proposal, the NYSE Proposal, the Charter Amendment Proposal and the Amended and Restated Charter Proposals are approved and adopted, to elect nine directors, two of whom will be elected effective immediately and seven of whom will be elected effective upon the Closing, to serve on our board of directors until the 2020 Annual Meeting of stockholders or until his or her successor is elected and qualified; and

7.      The Adjournment Proposal:    To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary.

Q:     What will happen in the business combination?

A:     Subject to the terms of the Share Exchange Agreement, Legacy will acquire the Blue Impact business by acquiring 100% of the outstanding shares of Blue Impact Target (i.e., the Purchased Shares) from the Seller in exchange for 30,000,000 shares of common stock (i.e., the Closing Payment Shares).

In addition, at the Closing (i) we (Blue Impact) will assume up to (x) approximately $48 million of the Blue Impact Target’s pre-Closing contingent acquisition-related obligations and (y) $40 million of Blue Impact Target’s pre-Closing indebtedness for borrowed money and (ii) up to $90 million in cash held in the trust account established in connection with our IPO will be used to pay any of Blue Impact’s unpaid purchase price obligations then-owed to Madhouse’s founder in connection with the prior acquisition of 81.91% of Madhouse and the pending acquisition of the remaining 18.09% of Madhouse.

As described above, the post-Closing Purchase Price Adjustment may result in (i) a payment owed by Blue Impact to Seller (payable at Seller’s option in cash or common stock) or (ii) a payment owed by Seller (payable in common stock) to Blue Impact, with common stock in either case valued at $10.00 per share.

As consideration for the Purchased Shares, the Seller may also receive up to $222 million as a one time Earnout Payment payable in 2023, based on the Madhouse EBITDA Average Annual Growth for the three year earn out period which runs for the calendar years 2020 through 2022. The Earnout Payment will be payable at Blue Impact’s option in cash, stock or a combination thereof if common stock share price at the time of payment is at least $10 per share. If not, then dependent upon Blue Impact’s then available cash, the earn out will be payable in cash, subordinated notes or a combination thereof. Seller has partially and irrevocably assigned a portion of any earn out payment to fund a long-term incentive plan to be established for the benefit of designated individuals employed or associated with the Blue Impact business.

Following the Closing, approximately $164.2 million (assuming no redemptions and excluding any shares that may be issued pursuant to the Purchase Price Adjustment) is expected to be contributed to Blue Impact from the trust account to fund Blue Impact’s continued operations and any remaining Madhouse purchase price obligations (as described above).

Q:     Are the Proposals conditioned on one another?

A:     Yes. We may not consummate the business combination unless the Business Combination Proposal, the NYSE Proposal, the Charter Amendment Proposal, the Amended and Restated Charter Proposals, the Incentive Plan Proposal and the Director Election Proposal are approved at the special meeting. The NYSE Proposal, the Charter Amendment Proposal, the Amended and Restated Charter Proposals, the Incentive Plan Proposal and the Director Election Proposal are conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement.

Q:     Why is the Company providing stockholders with the opportunity to vote on the business combination?

A:     Under our Charter, we must provide all holders of public shares with the opportunity to have their public shares redeemed upon the closing of our initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. We have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the Business Combination Proposal in order to allow our public stockholders to effectuate redemptions of their public shares in connection with the closing of our business combination. The issuance of the Closing Payment Shares and the related change of control, are required under Section 312.03 of the NYSE Listed Company Manual, and the approval of the business combination is required under our Charter. In addition, such approval is also a condition to the Closing under the Share Exchange Agreement.

Q:     Following the business combination, will the Company’s securities continue to trade on a stock exchange?

A:     Yes. We intend to apply to continue the listing of Blue Impact’s common stock and warrants on the NYSE under the symbols “[•]” and “[•],” respectively, upon the Closing. Our units will automatically separate into the component securities upon Closing of the business combination and, as a result, will no longer trade as a separate security.

Q:     How has the announcement of the business combination affected the trading price of the Company’s Class A common stock?

A:     On August 22, 2019, the trading date before the public announcement of the business combination, the Company’s units, Class A common stock and warrants closed at $10.70, $10.17 and $0.55, respectively. On November 8, 2019, the trading date immediately prior to the date of this proxy statement for Legacy’s units, and November 29, 2019, the trading date immediately prior to the date of this proxy statement for Class A common stock and warrants, Legacy’s units, Class A common stock and warrants closed at $10.61, $10.25 and $0.40, respectively.

Q:     Is the business combination the first step in a “going private” transaction?

A:     No. Legacy does not intend for the business combination to be the first step in a “going private” transaction. One primary purpose of the business combination is to provide the Blue Impact business a platform for, and access to capital to fund, its global expansion.

Q:     Will the management of Blue Impact change in the business combination?

A:     We anticipate that none of the executive officers of Legacy will remain executive officers with Blue Impact; although, Darryl McCall, our president and a director of Legacy, has been nominated to serve as a director of the Company. Subject to stockholder approval of the Business Combination, the NYSE Proposal, the Charter Amendment Proposal and the Amended and Restated Charter Proposals, the current directors of the Company will resign upon the filing of the Charter Amendment. Darryl McCall and Richard White have been nominated to serve as directors of the Company immediately following the effectiveness of the Charter Amendment. Kenneth Robinson, Zhe Wei, Jun Ji, Jeff Karish, Brett Marchand, Holly Zheng, and He Shen have been nominated to serve as directors of the Company upon completion of the business combination. Pursuant to the terms of Share Exchange Agreement and Investor Rights Agreement, of the nine directors to be elected to our board, six have been designated by the Seller, and three have been designated by Legacy. Please see the sections entitled “Proposal No. 6 — The Director Election Proposal” and “Management After the Business Combination” for additional information.

Q:     What will happen to our Class A shares of common stock and related warrants held by our public shareholders and our Class F shares of common stock and related warrants held by our Sponsor.

A:     As part of the business combination, all shares of Class A common stock held by our public shareholders and all shares of Class F common stock held by our Sponsor will be converted into shares of Blue Impact common stock and the warrants to acquire shares of our Class A and Class F common stock will represent warrants to acquire regular shares of Blue Impact common stock.

In addition, pursuant to the Redemption Side Letter, depending on the amount of our public shares redeemed in connection with the business combination, (i) our Sponsor has agreed to cancel a specified portion of their Class F common stock (which will be converted to common stock) and (ii) we may be required to reissue a specified portion of those cancelled shares depending on the trading price of our common stock on the NYSE during prescribed periods of time following the Closing. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Transaction Agreements — Redemption Side Letter” for more information.

Q:     How many Blue Impact shares will be outstanding post-Closing and what percentage of those shares will be owned by our public stockholders, our Sponsor and BlueFocus?

A:     Post-Closing, we expect Blue Impact will have approximately 66,805,000 shares of outstanding common stock of which approximately (i) 43.87% will be owned by our public shareholders, (ii) 11.23% will be owned by our Sponsor and (iii) 44.9% will be owned by Seller. The post-Closing number of outstanding shares and these ownership percentages assume that: (a) there are no additional redemptions in connection with the business combination; (b) all warrants to purchase common stock will remain outstanding immediately after Closing; (c) no shares are issued or surrendered in connection with the Purchase Price Adjustment; (d) no shares held by the Sponsor are cancelled in accordance with the Redemption Side Letter; and (e) no shares are issued post-Closing under the Incentive Plan, a copy of which is attached to this proxy statement as Annex D. Following the Closing, our current stockholders will not control Blue Impact, which will be indirectly controlled by BlueFocus. For more information, please see the sections entitled “Summary of the Proxy Statement — Impact of the Business Combination on the Company’s Public Float and Company Control” and “Unaudited Pro Forma Condensed Combined Financial Information.”

In addition, the Seller and Legacy agreed that after the Closing they shall pursue the possibility of effecting the Blue Impact Warrant Tender Offer for all outstanding warrants of Blue Impact (which prior to the Closing were Legacy Warrants), and, if such Blue Impact Warrant Tender Offer would benefit all of Blue Impact’s stockholders, the Legacy director nominees and the Seller will determine whether to recommend that the Blue Impact board of directors commence such Blue Impact Warrant Tender Offer, provided, that the parties acknowledge and agree that Blue Impact’s board of directors shall, in its sole discretion, determine whether to pursue such Blue Impact Warrant Tender Offer and its terms.

Q:     How will the issuance of new shares of common stock in the business combination or otherwise impact the public market of our common stock and warrants.

A:     The issuance and sale of shares of our common stock described above could adversely impact the market price of our common stock and warrants, even if our business is doing well.

Q:     Will the Company obtain new financing in connection with the Closing?

A:     No. The Company does not expect to obtain new financing in connection with the Closing.

Q:     What conditions must be satisfied to complete the business combination?

A:     There are several conditions to Closing in the Share Exchange Agreement, including the approval by the stockholders of the Company of the Business Combination Proposal, the NYSE Proposal, the Charter Amendment Proposal, the Amended and Restated Charter Proposals and the Incentive Plan Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the business combination, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Share Exchange Agreement.”

Q:     Why is the Company proposing the NYSE Proposal?

A:     We are proposing the NYSE Proposal in order to comply with Sections 312.03(c) and (d) of the NYSE Listing Manual, which require stockholder approval prior to the issuance of shares of capital stock in certain circumstances, including (a) if such capital stock has, or will have upon issuance, voting power equal to 20% or more of the voting power outstanding before the issuance of such stock, and (b) if such issuance will result in a change of control of the issuer under the general interpretations of the NYSE. We expect to issue approximately 30,000,000 shares of Class A common stock in connection with the business combination (which, if the Charter Amendment Proposals are approved will be reclassified as shares of common stock). Because we may issue 20% or more of our outstanding capital stock as consideration under the Share Exchange Agreement, we are required to obtain stockholder approval of such issuance pursuant to Sections 312.03(c) and (d) of the NYSE Listing Manual. For more information, please see the section entitled “Proposal No. 2 — The NYSE Proposal.”

Q:     Why is the Company proposing the Charter Amendment Proposal?

A:     The Charter Amendment Proposal that we are asking our stockholders to approve in connection with the business combination provides for the approval of the declassification of our board of directors and the annual election of each member of the board of directors following the effectiveness of the Charter Amendment.

         Pursuant to Delaware law, our Charter and the Share Exchange Agreement, we are required to submit the Charter Amendment Proposal to Legacy’s stockholders for approval. For additional information please see the section entitled “Proposal No. 3 — The Charter Amendment Proposal” for more information.

Q:     Why is the Company proposing the Amended and Restated Charter Proposals?

A:     The Amended and Restated Charter Proposals that we are asking our stockholders to approve in connection with the business combination provides for the approval of the following three sub proposals: (a) increasing the post-business combination company’s authorized capital stock (i) from 111,000,000 shares, consisting of (A) 110,000,000 shares of common stock, including (1) 100,000,000 shares of Class A common stock, and (2) 10,000,000 shares of Class F common stock, and (B) 1,000,000 shares of preferred stock, (ii) to authorized capital stock of 201,000,000 shares, consisting of (A) 200,000,000 shares of common stock and (B) 1,000,000 shares of preferred stock, (b) providing that the stockholders of the post-business combination company shall not be permitted to take action by written consent in lieu of a meeting, and (c) approving all other changes in the proposed Amended Charter, including, among other things, (1) changing the post-business combination company’s corporate name from “Legacy Acquisition Corp.” to “Blue Impact Inc.,” (2) making the post-business combination company’s corporate existence perpetual, and (3) removing certain provisions relating to Legacy’s status as a blank check company that will no longer apply upon Closing of the business combination.

         Pursuant to Delaware law, our Charter and the Share Exchange Agreement, we are required to submit the Amended and Restated Charter Proposals to Legacy’s stockholders for approval. For additional information please see the section entitled “Proposal No. 4 — The Amended and Restated Charter Proposals” for more information.

Q:     Why is the Company proposing the Director Election Proposal?

A:     Prior to the special meeting, the size of our board of directors will increase from six directors to eleven directors, nine of which will be voted upon by our stockholders at the special meeting assuming that the Business Combination Proposal, the NYSE Proposal, the Charter Amendment Proposal and the Amended and Restated Charter Proposals are approved and adopted and that the Charter Amendment declassifying our board of directors becomes effective at the special meeting. If all director nominees are elected and the business combination is consummated, our board of directors will consist of nine directors with two vacancies. Please see the section entitled “Proposal No. 6 — The Director Election Proposal” for additional information.

Q:     Why is the Company proposing the Incentive Plan Proposal?

A:     The purpose of the Incentive Plan is to further align the interests of the eligible participants with those of stockholders by providing long-term incentive compensation opportunities tied to the performance of the Company. Please see the section entitled “Proposal No. 5 — The Incentive Plan Proposal” for additional information.

Q:     Why is the Company proposing the Adjournment Proposal?

A:     We are proposing the Adjournment Proposal to allow our board of directors to adjourn the special meeting to a later date or dates to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the NYSE Proposal, the Charter Amendment Proposal, the Amended and Restated Charter Proposals and/or the Incentive Plan Proposal. Please see the section entitled “Proposal No. 7 — The Adjournment Proposal” for additional information.

Q:     What happens if I sell my shares of Class A common stock before the special meeting?

A:     The record date for the special meeting is earlier than the date that the business combination is expected to be completed. If you transfer your shares of Class A common stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your shares of Class A common stock because you will no longer be able to deliver them for cancellation upon Closing of the business combination. If you transfer your shares of Class A common stock prior to the record date, you will have no right to vote those shares at the special meeting or to redeem those shares for a pro rata portion of the proceeds held in our trust account.

Q:     What vote is required to approve the proposals presented at the special meeting?

A:     Approval of each of the Business Combination Proposal, the NYSE Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires, at a meeting at which a quorum is present, the affirmative vote of a majority of the votes cast by the holders of the Class A common stock and Class F common stock present in person or represented by proxy at the meeting and entitled to vote thereon, voting as a single class. Approval of the Charter Amendment Proposal requires the affirmative vote (in person or by proxy) of a majority of the outstanding shares of Class A common stock and Class F common stock entitled to vote thereon, voting as a single class. Approval of Amended and Restated Charter Proposal A requires the affirmative vote (in person or by proxy) of (i) a majority of the outstanding shares of Class A common stock and Class F common stock entitled to vote thereon, voting as a single class, (ii) a majority of the outstanding shares of Class F common stock entitled to vote thereon, voting separately as a single class and (iii) a majority of the outstanding shares of Class A common stock entitled to vote thereon, voting separately as a single class. Approval of Amended and Restated Charter Proposal B requires the affirmative vote (in person or by proxy) of a majority of the outstanding shares of Class A common stock and Class F common stock entitled to vote thereon, voting as a single class. Approval of Amended and Restated Charter Proposal C requires the affirmative vote (in person or by proxy) of (i) a majority of the outstanding shares of Class A common stock and Class F common stock entitled to vote thereon, voting as a single class, (ii) a majority of the outstanding shares of Class F common stock entitled to vote thereon, voting separately as a single class and (iii) a majority of the outstanding shares of Class A common stock entitled to vote thereon, voting separately as a single class. Approval of the election of each director nominee pursuant to the Director Election Proposal requires, at a meeting at which a quorum is present, the affirmative vote of a plurality of the votes cast by the holders of the Class A common stock and Class F common stock present in person or represented by proxy at the meeting and entitled to vote thereon.

         A stockholder’s failure to vote by proxy or to vote in person at the special meeting will not be counted towards the number of shares of common stock required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on any of the proposals other than the Charter Amendment Proposal and the Amended and Restated Charter Proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established. Broker Non-Votes will not be counted in connection with the determination of whether a valid quorum is established. Abstentions and broker Non-Votes will have no effect on the outcome of the vote on any of the proposals except for the Charter Amendment Proposal and the Amended and Restated Charter Proposals. Failure to vote by proxy or to vote in person or an abstention from voting on the Charter Amendment Proposal or the Amended and Restated Charter Proposals and broker Non-Votes will have the same effect as a vote “AGAINST” the Charter Amendment Proposal or the Amended and Restated Charter Proposals, as applicable.

Q:     What happens if the Business Combination Proposal is not approved?

A:     If the Business Combination Proposal is not approved and we do not consummate a business combination by December 21, 2019 (subject to up to five extensions, initially to January 21, 2020 and thereafter by up to four additional 30-day periods ending on May 20, 2020 in accordance with the Extension Amendment), the Company will be required to dissolve and liquidate its trust account.

Q:     May Legacy, its Sponsor or Legacy’s directors or officers or their affiliates purchase shares in connection with the business combination?

A:     Our Sponsor or Legacy’s, directors, officers or advisors, or any of their respective affiliates, may purchase public shares in privately negotiated transactions or in the open market prior to the special meeting, although they are under no obligation to do so. Any such purchases that are completed in privately negotiated transactions after the record date for the special meeting may include an agreement with a selling stockholder that such stockholder, for so long as it remains the record holder of the shares in question, will vote in favor of the proposals presented at the special meeting and/or will not exercise its redemption rights with respect to the shares so purchased. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals to be voted upon at the special meeting are approved by the requisite number of votes. If such purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the Business Combination Proposal and elected to redeem their shares for a portion of the trust account. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per share pro rata portion of the trust account. Any public shares held by or subsequently purchased by our affiliates may be voted in favor of the Business Combination Proposal and the other proposals presented at the special meeting. None of the Company’s Sponsor, directors, officers, advisors or their affiliates may make any such purchases when they are in possession of any material non-public information not disclosed to or otherwise waived by the seller or during a restricted period under Regulation M under the Exchange Act.

Q:     How many votes do I have at the special meeting?

A:     For each proposal, stockholders are entitled to cast one vote for each share of Class A common stock held as of the record date and one vote for each share of Class F common stock held as of the record date. For the Director Election 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 for each director nominee. There are no cumulative voting rights.

Q:     What is the quorum requirement for the Special Meeting?

A:     A quorum of stockholders is necessary to hold a valid meeting of stockholders. A quorum will be present at the special meeting if (i) the holders of shares of our outstanding Class A common stock and Class F common stock, representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting is represented in person or by proxy, (ii) the holders of shares of our outstanding Class A common stock, representing a majority of the voting power of the outstanding shares of Class A common stock entitled to vote at such meeting is represented in person or by proxy and (iii) the holders of shares of our outstanding Class F common stock, representing a majority of the voting power of the outstanding shares of Class F common stock entitled to vote at such meeting is represented in person or by proxy.

         Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your bank, broker or other nominee) or if you vote in person at the special meeting. Abstentions will be counted towards the quorum requirement. Broker Non-Votes will not be counted towards the quorum requirement. If there is no quorum, the chairman of the meeting may adjourn the special meeting to another date.

         As of the record date for the special meeting, 18,402,590 shares of our Class A common stock and Class F common stock, including at least 14,652,591 shares of our Class A common stock and 3,750,001 shares of our Class F common stock, would be required to achieve a quorum.

Q:     How will Legacy’s Sponsor, and, if applicable, directors and officers vote?

A:     Prior to our IPO, we entered into agreements with our Sponsor pursuant to which our Sponsor agreed to vote any shares of Class A common stock or Class F common stock owned by it in favor of the Business Combination Proposal. None of our Sponsor, directors or officers has purchased any shares of our Class A common stock or Class F common stock during or after our IPO. As of the date of this proxy statement, neither we nor our Sponsor, directors or officers have entered into any agreement, and are not currently in negotiations, to purchase shares prior to the Closing. Currently, our Sponsor beneficially owns 20.4% of our issued and outstanding shares of capital stock, including all of the Founder Shares, and will be able to vote all such shares at the special meeting.

Q:     What interests do the Sponsor and Legacy’s current officers and directors have in the business combination?

A:     Our Sponsor and certain of their affiliates and certain members of our board of directors and officers have interests in the business combination that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the business combination. These interests include:

•        the fact that our Sponsor has agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;

•        the fact that our Sponsor paid an aggregate of $25,000, or approximately $0.00333 per share, for the Founder Shares and such securities will have a significantly higher value at the Closing, which if unrestricted and freely tradable would be valued at approximately $10.25 based on the closing price of our Class A common stock on the NYSE on November 29, 2019, but, given the restrictions on such shares, we believe such shares have less value;

•        the fact that our Sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its Founder Shares if we fail to complete the business combination by December 21, 2019 (subject to up to five extensions, initially to January 21, 2020 and thereafter by up to four additional 30-day periods ending on May 20, 2020 in accordance with the Extension Amendment);

•        the fact that our Sponsor paid an aggregate of $8,750,000 for its 17,500,000 private placement warrants to purchase shares of Class A common stock and that such private placement warrants will expire worthless if a business combination is not consummated by December 21, 2019 (subject to up to five 30 days extensions to May 20, 2020 in accordance with the Extension Amendment);

•        the fact that if the trust account is liquidated, 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;

•        the anticipated election of Darryl McCall, our President and one of our directors, and Richard White, one of our directors, as directors of Blue Impact, as well as Kenneth Robinson, a director candidate designated by our Sponsor;

•        the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the business combination;

•        the fact that our Sponsor and officers may not participate in the formation of, or become an officer of, any other blank check company until December 21, 2019 (subject to up to five extensions, initially to January 21, 2020 and thereafter by up to four additional 30-day periods ending on May 20, 2020 in accordance with the Extension Amendment) unless we complete a business combination earlier;

•        the fact that our Sponsor, officers and directors will lose their entire investment in us if the business combination is not consummated by December 21, 2019 (subject to up to five extensions, initially to January 21, 2020 and thereafter by up to four additional 30-day periods ending on May 20, 2020 in accordance with the Extension Amendment);

•        the fact that upon Closing we will enter into the Investor Rights Agreement, which provides for certain voting agreements applicable to the Sponsor and its permitted transferees;

•        the fact that upon Closing, we will enter into an Amended and Restated Registration Rights Agreement, which provides for registration rights for the securities of the Sponsor and its permitted transferees and the Seller; and

•        the fact that on December 2, 2019, Legacy and our Sponsor entered into the Redemption Side Letter pursuant to which our Sponsor has agreed to forfeiture of some of its shares of Class F Common Stock depending on the extent of redemptions of shares of Class A Common Stock with the possible recapture of some or all of such forfeited shares depending on the trading price of our shares of common stock during prescribed periods following the Closing.

These interests may influence our directors in making their recommendation that you vote in favor of the approval of the business combination.

Q:     What happens if I vote against the Business Combination Proposal?

A:     If you vote against the Business Combination Proposal but the Business Combination Proposal still obtains the affirmative vote of a majority of the votes cast by the holders of the Class A common stock and Class F common stock present in person or represented by proxy at the meeting and entitled to vote thereon, voting as a single class, then the Business Combination Proposal will be approved and, assuming the approval of the NYSE Proposal, the Charter Amendment Proposal, the Amended and Restated Charter Proposals and the Incentive Plan Proposal and the satisfaction or waiver of the other conditions to closing, the business combination will be consummated in accordance with the terms of the Share Exchange Agreement.

         If you vote against the Business Combination Proposal and the Business Combination Proposal does not obtain the affirmative vote of a majority of the votes cast by the holders of the Class A common stock and Class F common stock present in person or represented by proxy at the meeting and entitled to vote thereon, voting as a single class, then the Business Combination Proposal will fail and we will not consummate the business combination. If we do not consummate the business combination, we may continue to try to complete a business combination with a different target business until December 21, 2019 (subject to up to five extensions, initially to January 21, 2020 and thereafter by up to four additional 30-day periods ending on May 20, 2020 in accordance with the Extension Amendment); however, the Seller will not be required to make additional Seller Loans in respect of the contributions for such extensions in respect of another business combination. If we fail to complete an initial business combination by such date, then we will be required to dissolve and liquidate the trust account by returning the then remaining funds in such account to our public stockholders.

Q:     Do I have redemption rights?

A:     If you are a holder of public shares, you may elect to redeem all or a portion of your public shares upon the completion of the business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit (as of two business days prior to the Closing) in the trust account, including interest earned on

the funds held in the trust account and not previously released to us to fund our working capital requirements, subject to an annual limit of $750,000, and/or to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. Our Charter provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. Notwithstanding the foregoing redemption rights, a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our IPO, which we refer to as the “15% threshold.” Accordingly, all public shares in excess of the 15% threshold beneficially owned by a public stockholder or group will not be redeemed for cash. Unlike some other blank check companies, other than the net tangible asset requirement and the 15% threshold described above, Legacy has no specified maximum redemption threshold and there is no other limit on the amount of public shares that you can redeem. As described below, however, the Share Exchange Agreement contains a $120 million minimum cash condition to Closing that limits the total number of shares that may be redeemed. Our Sponsor, directors and officers have agreed to waive their redemption rights with respect to any shares of Legacy’s capital stock they may hold in connection with the Closing, and the Founder Shares will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on the fair value of marketable securities held in the trust account as of October 31, 2019 of approximately $301,167,795.21, the estimated per share redemption price, less amounts to be withdrawn, would have been approximately $10.27. Additionally, shares properly tendered for redemption will only be redeemed if the business combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements, subject to an annual limit of $750,000, and/or to pay our taxes) in connection with the liquidation of the trust account or if we subsequently complete a different business combination on or prior to December 21, 2019 (subject to up to five extensions, initially to January 21, 2020 and thereafter by up to four additional 30-day periods ending on May 20, 2020 in accordance with the Extension Amendment).

Q:     Can Legacy’s Sponsor redeem its Founder Shares in connection with Closing of the business combination?

A:     No. Our Sponsor, officers and directors have agreed to waive their redemption rights with respect to their Founder Shares and any public shares they may hold in connection with the Closing.

Q:     Is there a limit on the number of shares I may redeem?

A:     Yes. A public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), is restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our IPO. Accordingly, all shares in excess of 15% owned by a holder will not be redeemed for cash. On the other hand, a public stockholder who holds less than 15% of the public shares of Class A common stock may redeem all of the public shares held by such stockholder for cash.

         In no event is your ability to vote all of your shares held as of the record date (including those shares held by you in excess of 15% of the shares sold in our IPO) for or against our business combination restricted. We have no specified maximum redemption threshold under our Charter, other than the aforementioned 15% threshold. Each redemption of shares of Class A common stock by our public stockholders will reduce the amount in our trust account, which held marketable securities with a fair value of approximately $301,167,795.21 as of October 31, 2019. In no event will we redeem shares of our Class A common stock in an amount that would cause our net tangible assets to be less than $5,000,001.

Q:     Is there a limit on the total number of shares that may be redeemed?

A:     Yes. Our Charter provides that we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (such that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the Share Exchange Agreement. Other than this limitation, our Charter does not provide a specified maximum redemption threshold. In addition, the Share Exchange Agreement provides that the Seller’s obligation to consummate the business combination is conditioned on the Company contributing at least $120 million to Blue Impact. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus

the amounts required to satisfy Closing cash conditions pursuant to the terms of the Share Exchange Agreement exceeds the aggregate amount of cash available to us in the trust account, we may not complete the business combination or redeem any shares, in which case all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether you vote your shares of Class A common stock for or against, or whether you abstain from voting on the Business Combination Proposal or any other proposal described by this proxy statement. As a result, the Share Exchange Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a post-business combination company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of NYSE.

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must (i)(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and (ii) prior to 5:00 p.m., New York City Time, on [•], (a) submit a written request to the Transfer Agent that the Company redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through DTC. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing.

The Transfer Agent’s address is as follows:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

         Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% of the shares of Class A common stock included in the units sold in our IPO, which we refer to as the “15% threshold.” Accordingly, all public shares in excess of the 15% threshold beneficially owned by a public stockholder or group will not be redeemed for cash.

         Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, we do not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

         Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to our Transfer Agent prior to the date set forth in these proxy materials, or up to two business days prior to the vote on the proposal to approve the business combination at the special meeting, or to deliver their shares to the Transfer Agent electronically using DTC’s Deposit/Withdrawal At Custodian (DWAC) system, at such stockholder’s option. The requirement for physical or electronic delivery prior to the special meeting ensures that a redeeming stockholder’s election to redeem is irrevocable once the business combination is approved.

         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 a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming stockholder. However, this fee would be incurred regardless of whether or not we require stockholders seeking to exercise redemption rights to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     Whether the redemption is subject to U.S. federal income tax depends on the particular facts and circumstances. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Material U.S. Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

Q:     If I am a Company warrant holder, can I exercise redemption rights with respect to my public warrants?

A:     No. The holders of our public warrants have no redemption rights with respect to our public warrants.

Q:     Do I have appraisal rights if I object to the business combination?

A:     No. Appraisal rights are not available to holders of our Class A common stock or Class F common stock in connection with the business combination.

Q:     What happens to the funds held in the trust account upon Closing of the business combination?

A:     If the business combination is consummated, the funds held in the trust account will be used to: (i) pay $10,500,000 in deferred underwriting commissions to the underwriters of our IPO, in connection with the business combination; (ii) pay certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by Legacy and other parties to the Share Exchange Agreement in connection with the business combination and (iii) approximately $164.2 million (assuming no redemptions and excluding any shares that may be issued pursuant to the Purchase Price Adjustment) will be contributed to Blue Impact to, among other things, (i) fund the continued operation of Blue Impact, and (ii) pay up to $90 million in cash to pay the Madhouse Purchase Price (being any of Blue Impact’s unpaid purchase price obligations owed in connection with the acquisition of 100% of Madhouse).

Q:     What happens if the business combination is not consummated?

A:     There are certain circumstances under which the Share Exchange Agreement may be terminated. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Share Exchange Agreement” for information regarding the parties’ specific termination rights. If we do not consummate the business combination, we may continue to try to complete a business combination with a different target business until December 21, 2019 (subject to up to five extensions, initially to January 21, 2020 and thereafter by up to four additional 30-day periods ending on May 20, 2020 in accordance with the Extension Amendment). If we fail to complete an initial business combination by such date, then 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 our 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 less up to $50,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish our public stockholders’ rights as stockholders (including the right to receive further liquidation 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. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including trust account assets) will be less than the initial public offering price per unit in the IPO. Please see the section entitled “Risk Factors — Risks Related to the Blue Impact Business and the Business Combination.”

         Holders of our Founder Shares have waived any right to any liquidation distribution with respect to such shares and the underwriters of our IPO agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within the required period. In addition, if we fail to complete a business combination by December 21, 2019 (subject to up to five extensions, initially to January 21, 2020 and thereafter by up to four additional 30-day periods ending on May 20, 2020 in accordance with the Extension Amendment) there will be no redemption rights or liquidating distributions with respect to our outstanding warrants, which will expire worthless.

Q:     When is the business combination expected to be completed?

A:     The Closing is expected to take place on the date that is three (3) business days following the satisfaction or waiver of the conditions described below in the subsection entitled “Proposal No. 1 — The Business Combination Proposal — The Share Exchange Agreement — Conditions to Closing.” The Closing is expected to occur in the first quarter of 2020. The Share Exchange Agreement may be terminated by the Company or Legacy if the Closing has not occurred by December 21, 2019 (subject to up to five extensions, initially to January 21, 2020 and thereafter by up to four additional 30-day periods ending on May 20, 2020 in accordance with the Extension Amendment).

         For a description of the conditions to the completion of the business combination, see the section entitled “Proposal No. 1 — The Share Exchange Agreement — The Business Combination Proposal — Conditions to Closing.”

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement, including the Annexes, and to consider how the business combination will affect you as a 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 or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     Who is entitled to attend and vote at the special meeting?

A:     You can attend and vote at the special meeting if, as of the close of business on [•], the record date for the special meeting, you were a stockholder of record of the Company’s Class A common stock or Class F common stock. As of the record date, there were 29,305,180 shares of our Class A common stock and 7,500,000 shares of our Class F common stock outstanding.

Q:     Can I vote my shares before the special meeting?

A:     Yes. If you are a registered stockholder, you may vote your shares before the special meeting by mail. 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: Proxy Department. To be valid, proxy cards must be received before the start of the Special Meeting.

         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.

         For additional information, please see the section entitled “Special Meeting of Stockholders.”

Q:     Can I vote in person at the Special Meeting instead of by proxy?

A:     If you are a registered stockholder, you can vote at the special meeting any shares that were registered in your name as the stockholder of record as of the record date.

         If your shares are held in street name, you cannot vote those shares at the special meeting unless you have a legal proxy from your bank, broker or other nominee. If you plan to attend and vote your street name shares at the special meeting, you should request a legal proxy from your broker, bank or other nominee and bring it with you to the special meeting.

         Whether or not you plan to attend the special meeting, we strongly encourage you to vote your shares by proxy before the special meeting.

Q:     What will happen if I abstain from voting or fail to vote at the special meeting?

A:     A stockholder’s failure to vote by proxy or to vote in person at the special meeting will not be counted towards the number of shares of Class A common stock and Class F common stock required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on any of the proposals other than the Charter Amendment Proposal and the Amended and Restated Charter Proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the vote on any of the proposals except for the Charter Amendment Proposal and the Amended and Restated Charter Proposals. Failure to vote by proxy or to vote in person or an abstention from voting on Charter Amendment Proposal or the Amended and Restated Charter Proposals will have the same effect as a vote “AGAINST” the Charter Amendment Proposal or the Amended and Restated Charter Proposals, as applicable.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders and “FOR” each director nominee. The proxyholders may use their discretion to vote on any other matters which properly come before the special meeting.

Q:     If I am not going to attend the special meeting in person, should I return my proxy card or vote instruction form instead?

A:     Yes. Whether you plan to attend the special meeting or not, please read the enclosed proxy statement carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card or vote instruction form in the postage paid envelope provided or follow the instructions to vote by telephone, or electronically via the Internet. If you decide to attend the special meeting and wish to modify your vote, you may revoke your proxy and vote in person at the special meeting.

Q:     How do I gain admission to the special meeting?

A:     If you are a registered stockholder, you must bring with you the top portion of your proxy card as your admission ticket and a government-issued photo identification (such as a valid driver’s license or passport) to gain admission to the special meeting. If you are a registered stockholder and did not receive a proxy card, please call, William C. Finn, our Secretary at (513) 618-7161 or Morrow, our proxy solicitor, to request admission to the meeting.

         If you hold your shares in street name and want to attend the special meeting, you must bring your government-issued photo identification, together with:

•        A letter from your bank, broker, or other nominee indicating that you were the beneficial owner of Company stock as of the record date; or

•        Your most recent account statement indicating that you were the beneficial owner of Company stock as of the record date.

All packages and bags are subject to inspection.

Q:     If my shares are held in “street name,” will my bank, broker or nominee automatically vote my shares for me?

A:     No. Under the rules of the New York Stock Exchange, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all of the proposals presented to the stockholders at this special meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the special meeting. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker Non-Votes will not be counted for the purposes of determining the existence of a quorum or the number of votes cast at the special meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:     Can I revoke my proxy or change my voting instructions once submitted?

A:     Yes. If you are a registered stockholder, you can revoke your proxy and change your vote before the special meeting by:

•        Sending a written notice of revocation to our corporate headquarters to the attention of our Secretary (the notification must be received by 11:59 p.m. New York City Time on [•]). The notice should be addressed as follows:

Legacy Acquisition Corp.
1308 Race Street, Suite 200
Cincinnati, Ohio 45202
Attn: Secretary
(513) 618-7161

•        Submitting a new properly signed and dated paper proxy card with a later date (your proxy card must be received before the start of the special meeting).

         If your shares are held in street name, you should contact your bank, broker or other nominee about revoking your voting instructions and changing your vote before the special meeting.

         If you are eligible to vote at the special meeting, you also can revoke your proxy or voting instructions and change your vote at the special meeting by submitting a written ballot before the polls close.

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:     Who will solicit and pay the cost of soliciting proxies for the special meeting?

A:     Legacy will pay the cost of soliciting proxies for the special meeting. Legacy has engaged Morrow to assist in the solicitation of proxies for the special meeting. Legacy has agreed to pay Morrow a fee of $[•], plus disbursements, and will reimburse Morrow for its reasonable out of pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. Legacy will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of the Company’s common stock for their expenses in forwarding soliciting materials to beneficial owners of the Company’s common stock and in obtaining voting instructions from those owners. Our and Seller’s and BlueFocus’s and their respective affiliates’ directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     Who can help answer my questions?

A:     If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should 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

         To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the special meeting.

         You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

         If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to our Transfer Agent prior to the special meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the delivery of your stock, please contact our Transfer Agent:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com