ID Auto, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2020-12-23: Form 8-K; Period of report 2020-12-22; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
- 2020-11-27: Form 8-K; Period of report 2020-11-20; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status; Details 1.01.
- 2020-11-20: Form 8-K; Period of report 2020-11-17; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure; Details 3.01.
- 2020-11-20: Form 8-K; Period of report 2020-11-19; Description 1.01 Entry into a Material Definitive Agreement; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2020-12-23 | 8-K | 2020-12-22 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On December 22, 2020, following a review undertaken by the Audit Committee of the Board of Directors (the “Audit Committee”) of PARTS iD, Inc. (the “Company”), the Audit Committee approved the engagement of WithumSmith+Brown, PC (“Withum”) to serve as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2020. | ea132100-8k_partsid.htm |
| 2020-11-27 | 8-K | 2020-11-20 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status | 1.01 Entry into a Material Definitive Agreement. 2.01 The disclosure set forth in the “Introductory Note” above is incorporated by reference into this Item 2.01. 3.02 The disclosure set forth in the “Introductory Note” above is incorporated by reference into this Item 3.02. 3.03 The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 The information set forth in the section entitled “Introductory Note” and in the section entitled “Security Ownership of Certain Beneficial Owners and Management” in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.02 Certain of the directors and each of the executive officers following the Closing of the Business Combination are described in the Information Statement in the Section entitled “Management After the Business Combination” beginning on page 130 of the Information Statement, which is incorporated herein by reference. 5.03 A description of the amended and restated certificate of incorporation (the “Certificate of Incorporation”) is included in the Information Statement in the section entitled “Approval No. 3 — The Amended and Restated Charter Approval” beginning on page 81 of the Information Statement, which is incorporated herein by reference. 5.06 As a result of the Business Combination, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing. | ea130359-8k_partsid.htm |
| 2020-11-20 | 8-K | 2020-11-17 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On November 17, 2020, PARTS iD, Inc., a Delaware corporation (f/k/a Legacy Acquisition Corp. (“Legacy”)) (the “Company”), in connection with and prior to its business combination with Onyx Enterprises Int’l, Corp., a New Jersey corporation (“Onyx”), acting pursuant to authorization from Legacy’s Board of Directors, determined to withdraw voluntarily the listing of its Class A common stock, par value $0.0001 per share (the “Class A common stock”) from the New York Stock Exchange (the “NYSE”) and transfer the listing of the Class A common stock to the NYSE American (the “NYSE American”), where it has been authorized for listing. 7.01 Furnished as Exhibit 99.1 hereto is a press release, dated November 20, 2020 (the “Press Release”) issued by the Company announcing that it has completed the previously announced business combination with Onyx (the “Business Combination”) pursuant to the Business Combination Agreement (the “Business Combination Agreement”), dated September 18, 2020, by and among Legacy, Excel Merger Sub I, Inc., Excel Merger Sub II, LLC, Onyx and Shareholder Representative Services LLC. | f8k1120_legacyacq.htm |
| 2020-11-20 | 8-K | 2020-11-19 | 1.01 Entry into a Material Definitive Agreement; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 1.01 On November 19, 2020, Legacy Acquisition Corp., a Delaware corporation (“Legacy” or the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), entered into Amendment No. 1 (the “Amendment”) to the Warrant Agreement, dated as of November 16, 2017 (the “Warrant Agreement”). 5.07 On November 4, 2020, the Company began soliciting written consents from the holders of its Public Warrants in lieu of a special meeting pursuant to the Consent Solicitation Statement on Schedule 14A filed with the Securities and Exchange Commission on November 4, 2020 (the “Consent Solicitation Statement”), and mailed to warrant holders on or about November 5, 2020, to approve the Warrant Amendments. 7.01 Furnished as Exhibit 99.1 hereto is a press release, dated November 20, 2020 (the “Press Release”) issued by Legacy announcing that it entered into Amendment No. 1 to the Warrant Agreement. | ea130298-8k_legacyacq.htm |
| 2020-11-19 | 8-K | 2020-11-16 | 7.01 Regulation FD Disclosure | 7.01 Furnished as Exhibit 99.1 hereto is a press release, dated November 19, 2020 (the “Press Release”) issued by Legacy Acquisition Corp., a Delaware corporation (“Legacy” or the “Company”), announcing the preliminary results of its previously announced tender offer to purchase up to all 6,122,699 issued and outstanding shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), that were initially issued as part of units in Legacy’s initial public offering (such shares of Class A Common Stock, the “Public Shares”), at a purchase price of $10.5040 per Public Share, net to the seller in cash, without interest (the “Tender Offer”). | ea130205-8k_legacyacq.htm |
| 2020-11-17 | 8-K | 2020-11-16 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.07 On November 16, 2020, Legacy Acquisition Corp., a Delaware corporation (“Legacy” or the “Company”), held a special meeting of stockholders (the “Special Meeting”). 7.01 On October 30, 2020, the Company filed with the United States Securities and Exchange Commission (“SEC”) a definitive information statement on Schedule 14C (the “Information Statement”) relating to the previously announced business combination (the “Business Combination”) with Onyx Enterprises Int’l, Corp., a New Jersey corporation (“Onyx”), pursuant to the Business Combination Agreement (the “Business Combination Agreement”), dated September 18, 2020, by and among Legacy, Excel Merger Sub I, Inc., Excel Merger Sub II, LLC, Onyx and Shareholder Representative Services LLC. | ea129728-8k_legacyacq.htm |
| 2020-11-05 | 8-K | 2020-11-03 | 7.01 Regulation FD Disclosure | 7.01 On November 3, 2020, Legacy Acquisition Corp., a Delaware corporation (“Legacy” or the “Company”) participated in the Gabelli 44th Annual Automotive Aftermarket Symposium (the “Symposium”) in connection with the previously announced business combination (the “Business Combination”) of Legacy with Onyx Enterprises Int’l, Corp., a New Jersey Corporation (“Onyx”) pursuant to the Business Combination Agreement (the “Business Combination Agreement”), dated September 18, 2020, by and among Legacy, Excel Merger Sub I, Inc., Excel Merger Sub II, LLC, Onyx and Shareholder Representative Services LLC. | ea129414-8k_legacyacq.htm |
| 2020-11-02 | 8-K | 2020-11-02 | 7.01 Regulation FD Disclosure | 7.01 Furnished as Exhibit 99.1 hereto is a press release (the “Press Release”), dated November 2, 2020, issued by Legacy Acquisition Corp., a Delaware limited liability company (“Legacy” or the “Company”), announcing Legacy’s participation in the G.research 44th Annual Automotive Symposium on November 3, 2020 at 2:30 p.m. | ea129226-8k_legacy.htm |
| 2020-10-26 | 8-K | 2020-10-26 | 7.01 Regulation FD Disclosure | 7.01 On October 22, 2020, Legacy Acquisition Corp., a Delaware limited liability company (“Legacy” or the “Company”) participated in a webinar (the “Webinar”) hosted by SPACInsider and ICR Inc. in connection with the previously announced business combination (the “Business Combination”) of Legacy with Onyx Enterprises Int’l, Corp., a New Jersey corporation (“Onyx”) pursuant to the Business Combination Agreement (the “Business Combination Agreement”), dated September 18, 2020, by and among Legacy, Excel Merger Sub I, Inc., Excel Merger Sub II, LLC, Onyx and Shareholder Representative Services LLC. | ea128860-8k_legacyacquis.htm |
| 2020-10-19 | 8-K | 2020-10-19 | 7.01 Regulation FD Disclosure | 7.01 Furnished as Exhibit 99.1 hereto is a press release (the “Press Release”), dated October 19, 2020, issued by Legacy Acquisition Corp., a Delaware limited liability company (“Legacy” or the “Company”), announcing Legacy’s participation in a webinar hosted by SPACInsider and ICR Inc. in connection with the previously announced business combination (the “Business Combination”) of Legacy with Onyx Enterprises Int’l, Corp., a New Jersey corporation (“Onyx”) pursuant to the Business Combination Agreement (the “Business Combination Agreement”), dated September 18, 2020, by and among Legacy, Excel Merger Sub I, Inc., Excel Merger Sub II, LLC, Onyx and Shareholder Representative Services LLC. | ea128485-8k_legacyacqu.htm |
| 2020-10-13 | 8-K | 2020-10-13 | 7.01 Regulation FD Disclosure | 7.01 Furnished as Exhibit 99.1 hereto is a copy of an updated investor presentation (the “Investor Presentation”), dated October 13, 2020, that will be used in connection with the previously announced business combination (the “Business Combination”) of Legacy Acquisition Corp., a Delaware corporation (“Legacy” or the “Company”), with Onyx Enterprises Int’l, Corp., a New Jersey corporation (“Onyx”) pursuant to the Business Combination Agreement (the “Business Combination Agreement”), dated September 18, 2020, by and among Legacy, Excel Merger Sub I, Inc., Excel Merger Sub II, LLC, Onyx and Shareholder Representative Services LLC. | ea128137-8k_legacyacq.htm |
| 2020-10-05 | 8-K | 2020-10-05 | 7.01 Regulation FD Disclosure | 7.01 On October 5, 2020, Legacy Acquisition Corp., a Delaware Corporation (“Legacy” or the “Company”) issued a press release announcing the commencement of a tender offer (the “Offer”) to purchase up to all of its 6,122,699 issued and outstanding shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), that were initially issued as part of the units in its initial public offering (such shares of Class A common stock, the “Public Shares”) upon the terms and conditions set forth in the Offer to Purchase and the related Letter of Transmittal that are being distributed to holders of the shares of Class A common stock to be filed with the Securities and Exchange Commission (the “SEC”) on October 5, 2020. | ea127795-8k_legacyacq.htm |
| 2020-10-05 | 8-K | 2020-10-01 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.07 On September 18, 2020, Legacy Acquisition Corp., a Delaware corporation (“Legacy” or the “Company”), and Onyx Enterprises Int’l, Corp., a New Jersey corporation (“Onyx”), entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among Legacy, Excel Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Legacy and directly owned subsidiary of Merger Sub 2 (“Merger Sub 1”), Excel Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Legacy (“Merger Sub 2”), Onyx, and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the stockholder representative pursuant to the terms of Section 11.16 of the Business Combination Agreement (the “Stockholder Representative”). 7.01 Furnished as Exhibit 99.1 hereto is a copy of an investor presentation, dated October 5, 2020, that will be used by Legacy in connection with its previously announced business combination (the “Business Combination”) with Onyx pursuant to the Business Combination Agreement. | ea127794-8k_legacyacq.htm |
| 2020-09-22 | 8-K | 2020-09-18 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.07 Submission of Matters to a Vote of Security Holders | 1.01 On September 18, 2020, Legacy Acquisition Corp., a Delaware corporation (“Legacy” or the “Company”), and Onyx Enterprises Int’l, Corp., a New Jersey corporation (“Onyx”), entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among Legacy, Excel Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Legacy and directly owned subsidiary of Merger Sub 2 (“Merger Sub 1”), Excel Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Legacy (“Merger Sub 2”), Onyx, and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the stockholder representative pursuant to the terms of Section 11.16 of the Business Combination Agreement (the “Stockholder Representative”). 3.02 The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of Legacy’s Class A common stock pursuant to the Business Combination Agreement is incorporated by reference herein. 5.07 The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K regarding the approval of the Business Combination by the Stockholders’ Written Consent is incorporated by reference herein. | ea127106-8k_legacyacq.htm |
| 2020-09-21 | 8-K | 2020-09-21 | 7.01 Regulation FD Disclosure | 7.01 On September 21, 2020, Legacy Acquisition Corp., a Delaware corporation (“Legacy” or the “Company”), issued a press release announcing the execution of a definitive business combination agreement with Onyx Enterprises Int’l, Corp., a New Jersey corporation (“Onyx”). | ea127107-8k_legacy.htm |
| 2020-09-04 | 8-K | 2020-09-04 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.03 On September 4, 2020, Legacy Acquisition Corp., a Delaware corporation (“Legacy” or the “Company”) held a special meeting of stockholders (the “Special Meeting”). 5.07 At the Special Meeting, a total of 12,314,640 (90.40%) of the Company’s issued and outstanding shares of Class A common stock and Class F common stock held of record as of August 13, 2020, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. 7.01 Furnished as Exhibit 99.1 hereto is a press release, dated September 4, 2020 (the “Press Release”), issued by the Company announcing that the stockholders of the Company approved the Charter Amendment. | ea126465-8k_legacyacq.htm |
| 2020-07-22 | 8-K | 2020-07-20 | 1.02 Termination of a Material Definitive Agreement | 1.02 On July 20, 2020, Legacy Acquisition Corp., a Delaware corporation (“Legacy” or the “Company”), terminated the Amended and Restated Share Exchange Agreement, dated December 2, 2019, between Blue Valor Limited, a company incorporated in Hong Kong (“Blue Valor”), and Legacy, as amended by that First Amendment to the Amended and Restated Share Exchange Agreement, dated March 13, 2020 (the “Share Exchange Agreement”). | ea124427-8k_legacyacq.htm |
| 2020-07-21 | 8-K | 2020-07-20 | 7.01 Regulation FD Disclosure | 7.01 Furnished as Exhibit 99.1 hereto is a press release, dated July 20, 2020, issued by Legacy announcing the termination of the Share Exchange Agreement and the related transaction agreements. | ea124388-8k_legacyacq.htm |
| 2020-06-08 | 8-K | 2020-06-08 | 7.01 Regulation FD Disclosure | 7.01 Furnished as Exhibit 99.1 hereto is a press release, dated June 8, 2020, issued by Legacy Acquisition Corp., a Delaware corporation (“Legacy”), announcing the receipt of the requisite consents solicited from registered holders of Legacy’s outstanding public warrants as of the close of business on March 20, 2020 to approve the amendments contemplated by Amendment No. 1 to the Warrant Agreement, dated as of November 16, 2017 (the “Warrant Agreement”), by and between Legacy and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent. | ea122774-8k_legacyacquis.htm |
| 2020-05-21 | 8-K | 2020-05-21 | 7.01 Regulation FD Disclosure | 7.01 Furnished as Exhibit 99.1 hereto is a press release, dated May 21, 2020 (the “Press Release”), issued by the Company announcing that, following approval of its stockholders of the extension of the deadline for the Company to complete a business combination, the Company is continuing negotiations regarding the terms of a potential PIPE Financing pursuant to Rule 506(c) of Regulation D of the Securities Act of 1933, as amended, and amendments to the Share Exchange Agreement related to the Company’s proposed business combination with the Blue Impact business, a digital-first, intelligent and integrated, global advertising & marketing services group. | ea122226-8k_legacyacq.htm |
| 2020-05-19 | 8-K | 2020-05-18 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 5.03 At the Special Meeting, the stockholders of the Company approved and adopted an amendment (the “Extension Amendment”) to the amended and restated certificate of incorporation of the Company, as amended by that amendment to the amended and restated certificate of incorporation, dated October 22, 2019, to extend the date by which the Company has to consummate a business combination (the “Extension”) from May 20, 2020 to November 20, 2020. 5.07 At the Special Meeting, a total of 29,655,948 (80.58%) of the Company’s issued and outstanding shares of Class A common stock and Class F common stock held of record as of April 6, 2020, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. 7.01 Furnished as Exhibit 99.1 hereto is a press release, dated May 19, 2020 (the “Press Release”), issued by the Company announcing that the stockholders of the Company approved the Extension Amendment and the Trust Amendment, and announcing estimated redemption figures. | ea122080-8k_legacyacquis.htm |
| 2020-05-19 | 8-K | 2020-05-18 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.07 On May 18, 2020, Legacy Acquisition Corp. (“Legacy” or the “Company”) convened and then adjourned, without conducting any other business, Legacy’s special meeting of stockholders (the “Special Meeting”) relating to its previously announced proposed business combination with a wholly-owned holding company (“Blue Impact target”) of Blue Valor Limited, a company incorporated in Hong Kong (“Seller”), which will hold a digital-first, intelligent and integrated, global advertising & marketing services group (the “Blue Impact business”). 7.01 Furnished as Exhibit 99.1 hereto is a press release, dated May 19, 2020 (the “Press Release”), issued by Legacy Acquisition Corp. (“Legacy”) announcing that Legacy convened and then adjourned, without conducting any other business, Legacy’s special meeting of stockholders (the “Special Meeting”). | ea122078-8k_legacyacquis.htm |
| 2020-05-15 | 8-K | 2020-05-15 | 7.01 Regulation FD Disclosure | 7.01 As previously disclosed, on December 2, 2019, Legacy Acquisition Corp. (“Legacy”) entered into an Amended and Restated Share Exchange Agreement, as amended by that First Amendment to the Amended and Restated Share Exchange Agreement, dated March 13, 2020 (the “Share Exchange Agreement”), that amends and restates the Share Exchange Agreement dated as of August 23, 2019, as amended by that First Amendment to Share Exchange Agreement dated as of September 27, 2019, with Blue Valor Limited (the “Seller”), a company incorporated in Hong Kong and an indirect, wholly-owned subsidiary of Blue Focus Intelligent Communications Group (“BlueFocus”). | ea121900-8k_legacyacq.htm |
| 2020-05-14 | 8-K | 2020-05-14 | 7.01 Regulation FD Disclosure | 7.01 Furnished as Exhibit 99.1 hereto is a press release, dated May 14, 2020 (the “Press Release”), issued by Legacy Acquisition Corp. announcing Legacy’s intention to convene and then adjourn, without conducting any other business, Legacy’s special meeting of its stockholders (the “Special Meeting”), scheduled to occur on Monday, May 18, 2020 at 4:00 p.m., Eastern Time, as more fully described in Exhibit 99.1 to this Current Report. | ea121777-8k_legacyacq.htm |
| 2020-05-12 | 8-K | 2020-05-11 | 7.01 Regulation FD Disclosure | 7.01 Furnished as Exhibit 99.1 hereto is a copy of an investor presentation, dated May 11, 2020, used by Legacy Acquisition Corp., a Delaware corporation (“Legacy”) in connection with its previously announced business combination (the “Business Combination”) with Blue Valor Limited, a company incorporated in Hong Kong (the “Seller”) and an indirect, wholly owned subsidiary of BlueFocus Intelligent Communications Group Co. Ltd. pursuant to the Amended and Restated Share Exchange Agreement, dated December 2, 2019, as amended by that First Amendment to Amended and Restated Share Exchange Agreement, dated March 13, 2020, that amends and restates the Share Exchange Agreement dated as of August 23, 2019, as amended by that First Amendment to Share Exchange Agreement dated as of September 27, 2019, by and between Legacy and the Seller. | ea121635-8k_legacyacq.htm |
| 2020-05-08 | 8-K | 2020-05-08 | 7.01 Regulation FD Disclosure | 7.01 Furnished as Exhibit 99.1 hereto is a press release, dated May 8, 2020 (the “Press Release”), issued by Legacy Acquisition Corp. (“Legacy”) (i) announcing Legacy’s intention to make a contribution to Legacy’s trust account, (ii) reaffirming Legacy’s intention to pursue a business combination transaction with the Blue Impact business, and (iii) stating Legacy’s intention to provide an update regarding the proposed business combination with the Blue Impact business, each as more fully described in Exhibit 99.1 of this Current Report. | ea121587-8k_legacy.htm |
| 2020-05-06 | 8-K | 2020-05-06 | 8.01 Other Events | 8.01 Furnished as Exhibit 99.1 hereto is a press release, dated May 6, 2020 (the “Business Combination Press Release”), issued by Legacy Acquisition Corp. (“Legacy”) announcing that Legacy changed the location for its special meeting of Stockholders (the “Business Combination Special Meeting”) to be held at 4:00 p.m. | ea121475-8k_legacyacq.htm |
| 2020-04-23 | 8-K | 2020-04-23 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.07 On April 23, 2020, Legacy Acquisition Corp. (“Legacy” or the “Company”) convened and then adjourned, without conducting any other business, Legacy’s special meeting of stockholders (the “Special Meeting”) relating to its previously announced proposed business combination with a wholly-owned holding company (“Blue Impact target”) of Blue Valor Limited, a company incorporated in Hong Kong (“Seller”), which will hold a digital-first, intelligent and integrated, global advertising & marketing services group (the “Blue Impact business”), until May 18, 2020, at 4:00 p.m., Eastern Time, at the Company’s corporate headquarters located at 1308 Race Street, Suite 200, Cincinnati, Ohio 45202. 7.01 Furnished as Exhibit 99.1 hereto is a press release, dated April 23, 2020 (the “Press Release”), issued by Legacy Acquisition Corp. (“Legacy”) announcing that Legacy convened and then adjourned, without conducting any other business, Legacy’s special meeting of stockholders (the “Special Meeting”) until May 18, 2020, at 4:00 p.m., Eastern Time, at the Company’s corporate headquarters located at 1308 Race Street, Suite 200, Cincinnati, Ohio 45202. | ea121008-8k_legacyacq.htm |
| 2020-04-21 | 8-K | 2020-04-21 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure | 1.01 In connection with the Amended and Restated Share Exchange Agreement, dated as of December 2, 2019, as amended by that First Amendment to the Amended and Restated Share Exchange Agreement, dated as of March 13, 2020 (the “Share Exchange Agreement”), between Legacy Acquisition Corp., a Delaware corporation (“Legacy” or the “Company”), and Blue Valor Limited, a company incorporated in Hong Kong (the “Seller”) and an indirect, wholly-owned subsidiary of Blue Focus Intelligent Communications Group Ltd. (the transaction contemplated by the Share Exchange Agreement, the “Business Combination”), on April 20, 2020, the Seller extended an additional loan under the amended and restated note, dated as of December 17, 2019 (the “Amended Seller Note”) for the principal amount of $879,155.40 (the “Loan Extension”) and Legacy delivered to the Seller a revised Exhibit A to the Amended Seller Note which was updated to reflect the Loan Extension. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 7.01 Furnished as Exhibit 99.1 hereto is a press release, dated April 21, 2020 (the “Press Release”), issued by Legacy Acquisition Corp. announcing Legacy’s intention to convene and then adjourn, without conducting any other business, Legacy’s special meeting of its stockholders (the “Special Meeting”), scheduled to occur on Thursday, April 23, 2020 at 11:00 a.m., Eastern Time, until Monday, May 18, 2020, at 4:00 p.m., Eastern Time, at the Company’s corporate headquarters located at 1308 Race Street, Suite 200, Cincinnati, Ohio 45202. | ea120869-8k_legacyacq.htm |
| 2020-04-20 | 8-K | 2020-04-20 | 7.01 Regulation FD Disclosure | 7.01 On April 20, 2020, Legacy Acquisition Corp., a Delaware corporation (“Legacy”), issued a press release announcing that it has elected to extend the date by which it has to consummate a business combination from April 20, 2020 to May 20, 2020. | ea120825-8k_legacyacq.htm |
| 2020-03-31 | 8-K/A | 2020-03-09 | 9.01 Financial Statements and Exhibits | 9.01 Exhibit No. Description Incorporation by Reference 2.1 First Amendment to the Amended and Restated Share Exchange Agreement, dated March 13, 2020, by and between Legacy Acquisition Corp. and Blue Valor Limited* Filed herewith. | ea120250-8ka_legacyacq.htm |
| 2020-03-20 | 8-K | 2020-03-20 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 In connection with the Amended and Restated Share Exchange Agreement, dated as of December 2, 2019 , as amended by that First Amendment to the Amended and Restated Share Exchange Agreement, dated as of March 13, 2020 (the “Share Exchange Agreement”), between Legacy Acquisition Corp., a Delaware corporation (“Legacy” or the “Company”), and Blue Valor Limited, a company incorporated in Hong Kong (the “Seller”) and an indirect, wholly-owned subsidiary of Blue Focus Intelligent Communications Group Ltd. (the transaction contemplated by the Share Exchange Agreement, the “Business Combination”), on March 20, 2020, the Seller extended an additional loan under the amended and restated note, dated as of December 17, 2019 (the “Amended Seller Note”) for the principal amount of $879,155.40 (the “Loan Extension”) and Legacy delivered to the Seller a revised Exhibit A to the Amended Seller Note which was updated to reflect the Loan Extension. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. | ea119746-8k_legacy.htm |
| 2020-03-20 | 8-K | 2020-03-20 | 7.01 Regulation FD Disclosure | 7.01 On March 20, 2020, Legacy Acquisition Corp., a Delaware corporation (“Legacy”), issued a press release announcing that it has elected to extend the date by which it has to consummate a business combination from March 21, 2020 to April 20, 2020. | ea119747-8kb_legacyacqu.htm |
| 2020-03-13 | 8-K | 2020-03-09 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 On March 13, 2020, Legacy Acquisition Corp., a Delaware corporation (“Legacy” or the “Company”), and 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. (“BFICG”), entered into a First Amendment to the Amended and Restated Share Exchange Agreement (the “Amendment”), the effectiveness of which is conditioned upon the approval of BFICG’s board of directors. 1.02 On March 13, 2020, Legacy, the Seller and the Sponsor mutually terminated the redemption side letter dated as of December 2, 2019, among Legacy, the Seller and the Sponsor. 7.01 On March 13, 2020, Legacy issued a press release announcing an amendment to the terms of the business combination. | ea119353-8k_legacyacq.htm |
| 2020-02-21 | 8-K | 2020-02-21 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 In connection with the Amended and Restated Share Exchange Agreement, dated as of December 2, 2019 (the “Share Exchange Agreement”), between Legacy Acquisition Corp., a Delaware corporation (“Legacy” or the “Company”), and Blue Valor Limited, a company incorporated in Hong Kong (the “Seller”) and an indirect, wholly-owned subsidiary of Blue Focus Intelligent Communications Group Ltd. (the transaction contemplated by the Share Exchange Agreement, the “Business Combination”), on February 20, 2020, the Seller extended an additional loan under the amended and restated note, dated as of December 17, 2019 (the “Amended Seller Note”) for the principal amount of $879,155.40 (the “Loan Extension”) and Legacy delivered to the Seller a revised Exhibit A to the Amended Seller Note which was updated to reflect the Loan Extension. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. | f8k022020b_legacyacquisition.htm |
| 2020-02-20 | 8-K | 2020-02-20 | 7.01 Regulation FD Disclosure | 7.01 On February 20, 2020, Legacy Acquisition Corp., a Delaware corporation (“Legacy”), issued a press release announcing that it has elected to extend the date by which it has to consummate a business combination from February 20, 2020, to March 21, 2020. | f8k022020_legacyacquisition.htm |
| 2020-01-22 | 8-K | 2020-01-22 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 In connection with the Amended and Restated Share Exchange Agreement, dated as of December 2, 2019 (the “Share Exchange Agreement”), between Legacy Acquisition Corp., a Delaware corporation (“Legacy” or the “Company”), and Blue Valor Limited, a company incorporated in Hong Kong (the “Seller”) and an indirect, wholly-owned subsidiary of Blue Focus Intelligent Communications Group Ltd. (the transaction contemplated by the Share Exchange Agreement, the “Business Combination”), on January 21, 2020, the Seller extended an additional loan under the amended and restated note, dated as of December 17, 2019 (the “Amended Seller Note”) for the principal amount of $979,155.40 (the “Loan Extension”) and Legacy delivered to the Seller a revised Exhibit A to the Amended Seller Note which was updated to reflect the Loan Extension. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. | f8k012220_legacyacqui.htm |
| 2020-01-21 | 8-K | 2020-01-21 | 7.01 Regulation FD Disclosure | 7.01 Furnished as Exhibit 99.1 hereto is a copy of an investor presentation, dated January 21, 2020, that will be used in connection with the previously announced business combination (the “Business Combination”) of Legacy Acquisition Corp., a Delaware corporation (“Legacy”), with Blue Valor Limited, a company incorporated in Hong Kong (the “Seller”) and an indirect, wholly owned subsidiary of BlueFocus Intelligent Communications Group Co. Ltd. (“BFICG”) pursuant to the Amended and Restated Share Exchange Agreement, dated December 2, 2019 by and between Legacy and the Seller (the “Amended and Restated Share Exchange Agreement”), which amends and restates the Share Exchange Agreement dated as of August 23, 2019 by and between Legacy and the Seller (the “Original Share Exchange Agreement”), as amended by that First Amendment to Share Exchange Agreement dated as of September 27, 2019. | f8k012120b_legacyacquis.htm |
| 2020-01-17 | 8-K | 2020-01-17 | 7.01 Regulation FD Disclosure | 7.01 On January 17, 2020, Legacy Acquisition Corp., a Delaware corporation (“Legacy”), issued a press release announcing that it has elected to extend the date by which it has to consummate a business combination from January 21, 2020, to February 20, 2020. | f8k011720_legacyacquisition.htm |