UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
For the fiscal year ended
or
For the transition period from ___________ to ___________
Commission file number
(Exact Name of Registrant as Specified in Its Charter)
| State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification No. | |
| Address of Principal Executive Offices | Zip Code |
Registrant’s telephone
number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A common stock and one Warrant to purchase one-half of one share of Class A common stock | LGC U | New York Stock Exchange | ||
| Warrants, exercisable for one-half of one share of Class A common stock for $5.75 per half share, or $11.50 per whole share | LGC WS | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐
Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check
mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☒
| Large accelerated filer ☐ | |
| Non-accelerated filer ☐ | Smaller reporting company |
| Emerging growth company |
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
As of June 28, 2019
(the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of
the Class A common stock held by non-affiliates of the registrant was $
At February 14, 2020,
there were (i)
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A to the Annual Report of Legacy Acquisition Corp. on Form 10-K for the year ended December 31, 2019, initially filed with the Securities and Exchange Commission on February 27, 2020 (the “Original Filing”), is being filed to amend Items 6 and 8 of Part II of the Original Filing as follows: (i) to revise the cash flows from investing activities to reflect the withdrawal from trust account for redemptions as cash inflows in the amount of $7,108,000 and redemptions of Class A common stock as cash outflows in financing activities in the amount of $7,108,000 in the Company’s Statement of Cash Flows included Item 8 of Part II; and (ii) to revise the Net cash flow provided by (used in) investing activities and the Net cash provided by (used in) financing activities included in Item 8 of Part II - Cash Flow Data to conform to the financial statement changes noted in section (i).
Except as described above, no other amendments are being made to the Original Filing. This Amendment No. 1 also includes the currently dated signature page and certifications from the Company’s principal executive officer and principal financial officer. This Amendment No. 1 does not reflect events occurring after the February 27, 2020 filing of the Original Filing or modify or update the disclosure contained in the Original Filing in any way other than to reflect the amendments discussed above. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and our other filings with the SEC.
TABLE OF CONTENTS
i
PART II
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected historical financial information derived from our audited financial statements included elsewhere in this report as of, and for the fiscal years ended, December 31, 2019, 2018 and 2017, respectively. You should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and the related notes appearing elsewhere in this report.
| Balance Sheet Data: | December 31, 2019 | December 31, 2018 | December 31, 2017 | |||||||||
| Cash | $ | 568,000 | $ | 1,180,000 | $ | 1,752,000 | ||||||
| Cash and Investments held in Trust Account | $ | 302,529,000 | $ | 304,035,000 | $ | 300,403,000 | ||||||
| Total Assets | $ | 303,123,000 | $ | 305,268,000 | $ | 302,291,000 | ||||||
| Total current liabilities | $ | 4,183,000 | $ | 607,000 | $ | 444,000 | ||||||
| Deferred underwriting compensation | $ | 10,500,000 | $ | 10,500,000 | $ | 10,500,000 | ||||||
| Common stock subject to possible redemption (at redemption value): | $ | 283,440,000 | $ | 289,161,000 | $ | 286,347,000 | ||||||
| Total stockholders’ equity (deficit) | $ | 5,000,000 | $ | 5,000,000 | $ | 5,000,000 | ||||||
| Year Ended December 31, 2019 | Year Ended December 31, 2018 | Year Ended to December 31, 2017 | ||||||||||
| Cash Flow Data: | ||||||||||||
| Net cash used in operating activities | $ | (3,450,000 | ) | $ | (2,499,000 | ) | $ | (23,000 | ) | |||
| Net cash provided by (used in) in investing activities | $ | 7,988,000 | $ | 1,927,000 | $ | (300,000,000 | ) | |||||
| Net cash provided by (used in) financing activities | $ | (5,150,000 | ) | $ | - | $ | 301,749,000 | |||||
| Statement of Operations Data: | ||||||||||||
| Operating expenses: | ||||||||||||
| General and administrative expenses | $ | 3,775,000 | $ | 1,623,000 | $ | 154,000 | ||||||
| Loss from operations | $ | (3,775,000 | ) | $ | (1,623,000 | ) | $ | (154,000 | ) | |||
| Other Income: | ||||||||||||
| Interest income | $ | 6,482,000 | $ | 5,559,000 | $ | 403,000 | ||||||
| Income (loss) before income taxes | $ | 2,707,000 | 3,936,000 | 249,000 | ||||||||
| Provision for income taxes | $ | (1,320,000 | ) | (1,130,000 | ) | (130,000 | ) | |||||
| Net income (loss) attributable to common stockholders | $ | 1,387,000 | $ | 2,806,000 | $ | 119,000 | ||||||
| Two Class Method for Per Share Information: | ||||||||||||
| Weighted average class A common shares outstanding – basic and diluted | 29,867,000 | 30,000,000 | 7,650,000 | |||||||||
| Net income (loss) per share class A common stock - basic and diluted | $ | 0.16 | $ | 0.09 | 0.02 | |||||||
| Weighted average class F common shares outstanding – basic and diluted | 7,500,000 | 7,500,000 | 7,500,000 | |||||||||
| Net (loss) per class F common shares- basic and diluted | $ | (0.46 | ) | $ | (0.01 | ) | $ | 0.00 | ||||
1
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
LEGACY ACQUISITION CORP.
Index to Financial Statements
2
Supplementary Data (unaudited)
The following table presents selected unaudited quarterly financial data of the Company for the years ended December 31, 2019, 2018 and 2017.
| Year ended December 31, 2019 | ||||||||||||||||||||
| First Quarter | Second
Quarter | Third Quarter | Fourth Quarter | Year
Ended December 31, 2019 | ||||||||||||||||
| Operating Expenses: | ||||||||||||||||||||
| General and Administrative Expenses | $ | 262,000 | $ | 1,094,000 | $ | 1,210,000 | $ | 1,209,000 | $ | 3,775,000 | ||||||||||
| Loss from operations | (262,000 | ) | (1,094,000 | ) | (1,210,000 | ) | (1,209,000 | ) | (3,775,000 | ) | ||||||||||
| Other Income – Interest on Trust | 1,761,000 | 1,805,000 | 1,588,000 | 1,328,000 | 6,482,000 | |||||||||||||||
| Income before income tax | 1,499,000 | 711,000 | 378,000 | 119,000 | 2,707,000 | |||||||||||||||
| Provision for income tax | (360,000 | ) | (370,000 | ) | (325,000 | ) | (265,000 | ) | (1,320,000 | ) | ||||||||||
| Net Income | $ | 1,139,000 | $ | 341,000 | $ | 53,000 | $ | (146,000 | ) | $ | 1,387,000 | |||||||||
| Two class Method for Per Share Information: | ||||||||||||||||||||
| Weighted average Class A shares outstanding – basic and diluted | 30,000,000 | 30,000,000 | 30,000,000 | 29,305,000 | 2,865,000 | |||||||||||||||
| Net income (loss) per class A common shares outstanding – basic and diluted | $ | 0.04 | $ | 0.05 | $ | 0.04 | $ | 0.02 | $ | 0.16 | ||||||||||
| Weighted average class F shares outstanding – basic and diluted | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | |||||||||||||||
| Net income per class F common shares outstanding – basic and diluted | $ | (0.03 | ) | $ | (0.14 | ) | $ | (0.15 | ) | $ | (0.14 | ) | $ | (0.46 | ) | |||||
| Balance Sheet Data (at period end) | ||||||||||||||||||||
| Cash | $ | 2,229,000 | $ | 1,385,000 | $ | 740,000 | $ | 568,000 | $ | 568,000 | ||||||||||
| Investments and cash held in trust | $ | 304,351,000 | $ | 305,690,000 | $ | 306,852,000 | $ | 302,529,000 | $ | 302,529,000 | ||||||||||
| Total Assets | $ | 306,668,000 | $ | 307,161,000 | $ | 307,699,000 | $ | 303,123,000 | $ | 303,123,000 | ||||||||||
| Deferred underwriting fee | $ | 10,500,000 | $ | 10,500,000 | $ | 10,500,000 | $ | 10,500,000 | $ | 10,500,000 | ||||||||||
| Total Liabilities | $ | 11,368,000 | $ | 11,520,000 | $ | 12,005,000 | $ | 14,683,000 | $ | 14,683,000 | ||||||||||
| Common stock subject to possible redemption | $ | 290,300,000 | $ | 290,641,000 | $ | -290,694,000 | $ | 283,440,000 | $ | 283,440,000 | ||||||||||
| Equity | $ | 5,000,000 | $ | 5,000,000 | $ | 5,000,000 | $ | 5,000,000 | $ | 5,000,000 | ||||||||||
3
| Year ended December 31, 2018 | ||||||||||||||||||||
| First Quarter | Second
Quarter | Third Quarter | Fourth Quarter | Year
Ended December 31, 2018 | ||||||||||||||||
| Operating Expenses: | ||||||||||||||||||||
| General and Administrative Expenses | $ | 287,000 | $ | 270,000 | $ | 211,000 | $ | 855,000 | $ | 1,623,000 | ||||||||||
| Loss from operations | (287,000 | ) | (270,000 | ) | (211,000 | ) | (855,000 | ) | (1,623,000 | ) | ||||||||||
| Other Income – Interest on Trust | 1,076,000 | 1,279,000 | 1,522,000 | 1,682,000 | 5,559,000 | |||||||||||||||
| Income before income tax | 789,000 | 1,009,000 | 1,311,000 | 827,000 | 3,936,000 | |||||||||||||||
| Provision for income tax | (215,000 | ) | (220,000 | ) | (330,000 | ) | (365,000 | ) | (1,130,000 | ) | ||||||||||
| Net Income | $ | 574,000 | $ | 789,000 | $ | 981,000 | $ | 462,000 | $ | 2,806,000 | ||||||||||
| Two class Method for Per Share Information: | ||||||||||||||||||||
| Weighted average Class A shares outstanding – basic and diluted | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | |||||||||||||||
| Net income (loss) per class A common shares outstanding – basic and diluted | $ | (0.00 | ) | $ | (0.03 | ) | $ | (0.03 | ) | $ | 0.02 | $ | 0.09 | |||||||
| Weighted average class F shares outstanding – basic and diluted | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | |||||||||||||||
| Net income per class F common shares outstanding – basic and diluted | $ | 0.02 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||||||
| Balance Sheet Data (at period end) | ||||||||||||||||||||
| Cash | $ | 1,306,000 | $ | 1,813,000 | $ | 1,437,000 | $ | 1,180,000 | $ | 1,180,000 | ||||||||||
| Investments and cash held in trust | $ | 301,480,000 | $ | 301,332,000 | $ | 302,854,00 | $ | 304,035,000 | $ | 304,035,000 | ||||||||||
| Total Assets | $ | 302,957,000 | $ | 303,276,000 | $ | 304,382,000 | $ | 305,268,000 | $ | 305,268,000 | ||||||||||
| Deferred underwriting fee | $ | 10,500,000 | $ | 10,500,000 | $ | 10,500,000 | $ | 10,500,000 | $ | 10,500,000 | ||||||||||
| Total Liabilities | $ | 11,028,000 | $ | 10,558,000 | $ | 10,683,000 | $ | 11,107,000 | $ | 11,107,000 | ||||||||||
| Common stock subject to possible redemption | $ | 286,929,000 | $ | 287,718,000 | $ | -288,699,000 | $ | 289,161,000 | $ | 289,161,000 | ||||||||||
| Equity | $ | 5,000,000 | $ | 5,000,000 | $ | 5,000,000 | $ | 5,000,000 | $ | 5,000,000 | ||||||||||
| Year ended December 31, 2017 | ||||||||||||||||||||
| First Quarter | Second Quarter | Third Quarter | Fourth Quarter | Year Ended December 31, 2017 | ||||||||||||||||
| Operating Expenses: | ||||||||||||||||||||
| General and Administrative Expenses | $ | 27,000 | $ | 20,000 | $ | 14,000 | $ | 93,000 | $ | 154,000 | ||||||||||
| Loss from operations | (27,000 | ) | (20,000 | ) | (14,000 | ) | (93,000 | ) | (154,000 | ) | ||||||||||
| Other Income – Interest on Trust | - | 403,000 | 403,000 | |||||||||||||||||
| Income (loss) before income tax | (27,000 | ) | (20,000 | ) | (14,000 | ) | 310,000 | 249,000 | ||||||||||||
| Provision for income tax | - | - | - | (130,000 | ) | (130,000 | ) | |||||||||||||
| Net Income (Loss) | $ | (27,000 | ) | $ | (20,000 | ) | $ | (14,000 | ) | $ | 180,000 | $ | 119,000 | |||||||
| Two class Method for Per Share Information: | ||||||||||||||||||||
| Weighted average Class A shares outstanding – basic and diluted | 30,000,000 | 30,000,000 | ||||||||||||||||||
| Net income per class A common shares outstanding – basic and diluted | $ | - | $ | - | $ | - | $ | 0.00 | $ | 0.00 | ||||||||||
| Weighted average shares outstanding: | $ | - | $ | - | $ | - | $ | 0.00 | $ | 0.00 | ||||||||||
| Net income per class F common shares outstanding – basic and diluted | 7,500,000 | 7,500,000 | 7,500,000 | 7,702,000 | 7,650,000 | |||||||||||||||
| Balance Sheet Data (at period end) | ||||||||||||||||||||
| Cash | $ | 80,000 | $ | 71,000 | $ | 44,000 | $ | 1,752,000 | $ | 1,752,000 | ||||||||||
| Investments and cash held in trust | $ | - | $ | - | $ | - | $ | 300,403,000 | $ | 300,403,000 | ||||||||||
| Total Assets | $ | 302,000 | $ | 310,000 | $ | 360,000 | $ | 302,291,000 | $ | 302,291,000 | ||||||||||
| Deferred underwriting fee | $ | - | $ | - | $ | - | $ | 10,500,000 | $ | 10,500,000 | ||||||||||
| Total Liabilities | $ | 464,000 | $ | 492,000 | $ | 199,000 | $ | 10,936,000 | $ | 10,936,000 | ||||||||||
| Common stock subject to possible redemption | $ | - | $ | - | $ | - | $ | 286,355,000 | $ | 286,355,000 | ||||||||||
| Equity(deficit) | $ | (162,000 | ) | $ | (182,000 | ) | $ | (199,000 | ) | $ | 5,000,000 | $ | 5,000,000 | |||||||
4
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
Legacy Acquisition Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Legacy Acquisition Corp. (the “Company”) as of December 31, 2019 and 2018, the related statements of operations, changes in stockholders’ equity and cash flows, for the years ended December 31, 2019 and 2018 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years ended December 31, 2019 and 2018, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and does not complete a business combination by March 21, 2020 (and thereafter by up to two additional 30-day periods), then the Company will cease all operations except for the purpose of winding down and liquidating. The mandatory liquidation and subsequent dissolution and unfavorable liquidity condition raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor since 2016.
Whippany, New Jersey
February 27, 2020
F-1
LEGACY ACQUISITION CORP.
BALANCE SHEETS
| December 31, | ||||||||
| 2019 | 2018 | |||||||
| ASSETS | ||||||||
| Current assets – | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses and other assets | ||||||||
| Total current assets | ||||||||
| Non-current assets – | ||||||||
| Cash and investments held in Trust Account | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities – | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Accrued franchise and income taxes | ||||||||
| Due to related party | ||||||||
| Total current liabilities | ||||||||
| Other liabilities – | ||||||||
| Deferred underwriting compensation | ||||||||
| Total liabilities | ||||||||
| Common stock subject to possible redemption; | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, $ | ||||||||
| Class A Common stock, $ | ||||||||
| Class F Common stock, $ | ||||||||
| Additional paid-in-capital | ||||||||
| Retained earnings | ||||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See accompanying notes to financial statements
F-2
LEGACY ACQUISITION CORP.
STATEMENTS OF OPERATIONS
| Year ended December 31, | ||||||||
| 2019 | 2018 | |||||||
| Revenues | $ | $ | ||||||
| General and administrative expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Interest income on Trust Account | ||||||||
| Income before income taxes | ||||||||
| Provision for income taxes | ( | ) | ( | ) | ||||
| Net income | $ | $ | ||||||
| Two Class Method for Per Share Information: | ||||||||
| Weighted average class A common shares outstanding – basic and diluted | ||||||||
| Net income per class A common share – basic and diluted | $ | $ | ||||||
| Weighted average class F common shares outstanding – basic and diluted | ||||||||
| Net (loss) per class F common share – basic and diluted | $ | ( | ) | $ | ( | ) | ||
See accompanying notes to financial statements
F-3
LEGACY ACQUISITION CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For the years ended December 31, 2019 and 2018
| Retained | ||||||||||||||||||||||||||||
| Common Stock | Additional | Earnings | ||||||||||||||||||||||||||
| Class A | Class F | Paid-in | (Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit) | Equity | ||||||||||||||||||||||
| Balances, December 31, 2017 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Change in Class A common stock subject to possible redemption | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||
| Balances, December 31, 2018 | ||||||||||||||||||||||||||||
| Shares redeemed at $ | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Change in Class A common stock subject to possible redemption | ||||||||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||
| Balances, December 31, 2019 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
See accompanying notes to financial statements
F-4
LEGACY ACQUISITION CORP.
STATEMENTS OF CASH FLOWS
| Year ended December 31, | ||||||||
| 2019 | 2018 | |||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Interest income earned on Trust Account | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Increase (decrease) in accounts payable | ( | ) | ||||||
| Increase in accrued expenses | ||||||||
| Decrease (increase) in accrued franchise and income taxes | ( | ) | ||||||
| (Increase) decrease in prepaid expenses, rounding and other | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities – | ||||||||
| Withdrawal from Trust Account for redemption of Class A common stock | ||||||||
| Deposit a portion of related party loans in Trust Account | ( | ) | ||||||
| Withdrawal from Trust Account for taxes and working capital | ||||||||
| Net cash provided by investing activities | ||||||||
| Cash flows from financing activities – | ||||||||
| Redemption of Class A common stock | ( | ) | ||||||
| Proceeds from related party loans | ||||||||
| Net cash used in financing activities | ( | ) | ||||||
| Net decrease in cash | ( | ) | ( | ) | ||||
| Cash at beginning of year | ||||||||
| Cash at end of year | $ | $ | ||||||
| Supplemental disclosure of non-cash financing activities: | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
| Change in value of common stock subject to possible redemption | $ | ( | ) | $ | ||||
See accompanying notes to financial statements
F-5
LEGACY ACQUISITION CORP.
Notes to Financial Statements
NOTE 1 – DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Organization and General:
Legacy Acquisition Corp. (the “Company”) was incorporated in Delaware on March 15, 2016. The Company was 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 (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
At December 31, 2019, the Company had not commenced any operations. All activity for the period from March 15, 2016 (inception) through December 31, 2019 relates to the Company’s formation and the initial public offering (“Public Offering”) described below, and subsequent to the Public Offering, searching for a potential business combination. The Company will not generate any operating revenues until after completion of the initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Public Offering.
Sponsor and Financing:
The Company’s sponsor is Legacy Acquisition
Sponsor I LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s
Public Offering (as described in Note 4) was declared effective by the United States Securities and Exchange Commission (the “SEC”)
on November 16, 2017. The Company intends to finance a Business Combination with the net proceeds from a $
The Trust Account:
Funds from the Public Offering have been placed in the Trust Account. The Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred and eighty (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Business Combination or (ii) the distribution of the Trust Account as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective Business Combinations and continuing general and administrative expenses.
The Company’s amended and restated
certificate of incorporation provides that,
F-6
Business Combination:
The Company’s management has broad
discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of
the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or
acquisition of) a Target Business. As used herein, “Target Business” means one or more target businesses that together
have a fair market value equal to at least
If the Company holds a stockholder vote
or there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem
its Class A common stock for an amount in cash equal to such stockholder’s pro rata share of the aggregate amount then on
deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including
interest but less taxes payable and up to $
The Company only had 24 months from the
closing date of the Public Offering to complete its initial Business Combination. However, as discussed further in Note 2 below,
on October 22, 2019, the shareholders of the Company approved the extension of time to complete the Business Combination, as defined
in Note 2, from November 21, 2019 to December 21, 2019 and thereafter at the Company’s option or upon the Sellers 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.
The Company has currently exercised three extension options, (i) from December 21, 2019 to January 21, 2020, (ii) from January
21, 2020 to February 20, 2020 and (iii) from February 20, 2020 to March 21, 2020. If the Company does not complete a Business
Combination within this extended period of time, it shall (i) cease all operations except for the purposes of winding up; (ii)
as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of Class A common
stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable and up to $
F-7
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 Public Offering.
Going Concern
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that the mandatory liquidation and subsequent dissolution, as well as the Company’s negative working capital position, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 20, 2020 and thereafter at the Company’s option or upon the Sellers request up to four additional 30-day periods, as extended (as discussed in Note 2).
NOTE 2 – SHARE EXCHANGE AGREEMENT FOR BUSINESS COMBINATION AND EXTENSION AMENDMENT
On August 23, 2019, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Blue Valor Limited, a company incorporated in Hong Kong and an indirect, wholly-owned subsidiary of Blue Focus Intelligent Communications Group (“Blue Valor” or the “Seller”), pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, the Company will, among other things, purchase from the Seller all of the outstanding shares of stock of a wholly-owned holding company organized in the Cayman Islands, Blue Impact (Cayman) Limited that, at the closing, will hold the Blue Impact group business, a digital-first, intelligent and integrated global advertising and marketing services company (the “Blue Impact” business). The Share Exchange Agreement was subsequently amended by that First Amendment to Share Exchange Agreement dated as of September 27, 2019, to amend certain provisions relating to the Extension Amendment, and further amended and restated on December 2, 2019, pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, the Seller will transfer all of the equity interests of its wholly-owned subsidiary, Blue Impact Target, in exchange for shares of Legacy. Upon the closing of the Business Combination, the Company will change its name to Blue Impact Inc.
For more information about the transactions contemplated by the Share Exchange Agreement, please see the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27, 2019 and the Definitive Proxy Statement filed on September 30, 2019.
Pursuant to the Share Exchange Agreement, at the closing, the Seller will receive up to 30 million shares of Class A common stock of the Company, subject to adjustment as set forth below (the “Closing Shares”), and Legacy expects to (a) assume $40 million of net debt related to the Blue Impact business, (b) assume $48 million of deferred acquisition purchase price obligations, and (c) pay $90 million to purchase or redeem certain minority interests of one of the Blue Impact businesses (“Madhouse”).
F-8
The Closing Shares will be subject to adjustment following closing based on the extent to which, as of the closing date, (a) the net debt of the Blue Impact business, (b) the deferred acquisition purchase price obligations for the Blue Impact business (excluding Madhouse) and (c) the amount of the purchase price for the minority interests of Madhouse, are each finally determined to be greater or less than the targets for such amounts specified in the Share Exchange Agreement. The determinations as of the closing date of the foregoing amounts will be mutually agreed to by the Seller and a committee of independent directors of the Company with any disagreements being resolved by a nationally recognized independent public accounting firm jointly selected by the Seller and the Company.
The
Company’s Charter and final IPO prospectus dated November 16, 2017, (which was filed with the SEC on November 17, 2017)
provided that the Company had until November 21, 2019 to complete a business combination. In order to provide the Company
additional time to complete the Business Combination, on October 22, 2019 the Company’s shareholders approved an Extension
Amendment (the “Extension Amendment”) in order to extend the deadline to complete the Business Combination from November
21, 2019 to December 21, 2019 and thereafter at the Company’s option or upon the Sellers 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. The deadline to consummate
the Business Combination is currently extended to March 21, 2020. While
the purpose of the Extension Amendment is to allow the Company more time to complete the proposed Business Combination, if the
Business Combination is terminated the Company may seek to use the Extension to complete an alternative business combination.
The Company may continue to withdraw from the Trust Account amounts necessary for taxes, and for working capital of up to $
On October 23, 2019,
F-9
Under the terms of the Share Exchange Agreement,
the Seller agreed to loan (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 is 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.
The Seller Loans will be forgiven by the Seller if the closing of the Business Combination does not occur and the Trust Account liquidates, except to the extent of any funds that are available to the Company (i) after such liquidation in accordance with the trust agreement, or (ii) from any other source. The amount of the Seller Loans will be repayable by the Company to the Seller upon consummation of the Business Combination.
When the Company elected and/or the Seller
requested that the Company extend the date by which the Company has to consummate the Business Combination, the Company has (and
will) publicly announce the Company’s decision no later than the close of business on the last day of the then-current extension
period.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation:
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”).
All dollar amounts are rounded to the nearest thousand dollars.
Emerging Growth Company
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
F-10
Net Income (Loss) per Common Share
Net income (loss) per common share is computed
by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding for
the periods. The Company has not considered the effect of the warrants sold in the initial public offering and private placement
to purchase an aggregate of
The Company’s statements of operations
include a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class
method of income (loss) per share. Net income (loss) per common share, basic and diluted for Class A common stock is calculated
by dividing the interest income earned on the Trust Account, net of income tax expense, franchise tax expense and funds available
to be withdrawn from Trust for working capital purposes (up to a maximum of $
| Year ended | ||||||||
| December 31, | ||||||||
| 2019 | 2018 | |||||||
| Net income available to Class A common stockholders: | ||||||||
| Interest income | $ | |||||||
| Less: Income and franchise taxes | ( | ) | ( | ) | ||||
| Expenses available to be paid with interest income from Trust (up to a maximum of $750,000 per year) | ( | ) | ( | ) | ||||
| Net income available to Class A common stockholders | $ | $ | ||||||
| Net income available to Class F common stockholders: | ||||||||
| Net income | $ | $ | ||||||
| Less: amount attributable to Class A common stockholders | ( | ) | ( | ) | ||||
| Net (loss) available to class F common stockholders | $ | ( | ) | $ | ( | ) | ||
Concentration of Credit Risk:
Financial instruments that potentially
subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may
exceed the Federal depository insurance coverage of $
F-11
Financial Instruments:
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the financial statements.
Use of Estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
Deferred Offering Costs:
The Company complies with the requirements
of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A – “Expenses of Offering.”
Offering costs of approximately $
Income Taxes:
The Company follows the asset and liability method of accounting for income taxes under FASB ASC, 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The Company’s currently taxable income
consists of interest income on the Trust Account net of franchise taxes. The Company’s general and administrative costs
are generally considered start-up costs and are not currently deductible. The Company recorded income tax expense of approximately
$
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2019 and 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2019 and 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
F-12
Redeemable Common Stock:
As discussed in Note 4, all of the
The Company recognizes changes immediately
as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in
the carrying amount of redeemable common stock are affected by adjustments to additional paid-in capital. Accordingly, at December
31, 2019 and 2018,
Recent Accounting Pronouncements:
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
Subsequent Events:
Management has evaluated subsequent events to determine if events or transactions occurring after the date of the financial statements but before the financial statements were issued, require potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed.
NOTE 4 – PUBLIC OFFERING
On November 21, 2017, the Company closed
on the Public Offering and sale of
F-13
The Company granted the underwriters in
the Public Offering a 45-day option to purchase up to
The Company paid an underwriting discount of 2% of the per Unit offering price to the underwriters at the closing of the Public Offering ($6,000,000), with an additional fee (the “Deferred Discount”) of 3.5% of the gross offering proceeds ($10,500,000) payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination.
See Notes 2 and 6 regarding the
NOTE 5 – RELATED PARTY TRANSACTIONS
Founder Shares
In October 2016, the Sponsor purchased
The Company’s initial stockholder has agreed not to transfer, assign or sell any of its Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock Up Period”).
Private Placement Warrants
Upon the closing of the Public Offering
on November 21, 2017, the Sponsor paid the Company $
F-14
If the Company does not complete a Business Combination within the required time period, then the proceeds will be part of the liquidating distribution to the public stockholders and the Warrants issued to the Sponsor will expire worthless.
Registration Rights
The Company’s initial stockholder and holders of the Private Placement Warrants are entitled to registration rights (in the case of the Founder Shares, only after conversion to shares of Class A common stock) pursuant to a registration rights agreement dated November 16, 2017. The Company’s initial stockholder and holders of the Private Placement Warrants are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Administrative Service Agreement and Services Agreement
NOTE 6 – TRUST ACCOUNT AND FAIR VALUE MEASUREMENT
The Company complies with FASB ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
Upon the closing of the Public Offering
and the private placement, a total of $
At December 31, 2019 the proceeds of the Trust Account were invested in a money market fund that invests solely in U.S. government treasury bills. At December 31, 2018 the proceeds of the Trust Account were invested in U.S. government treasury bills. The Company classifies its U.S. government treasury bills and equivalent securities as held-to-maturity in accordance with FASB ASC 320, “Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity U.S. government treasury bills are recorded at amortized cost on the accompanying December 31, 2018 balance sheet and adjusted for the amortization of discounts.
F-15
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2019 and 2018 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments at December 31, 2019 and 2018 consist of U.S. government treasury bills or money market funds holding U.S. government treasury bills, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows:
| Quoted Price | ||||||||||||
| Carrying value at | Prices in | |||||||||||
| December 31, | Gross Unrealized | Active Markets | ||||||||||
| Description | 2019 | Holding Gain | (Level 1) | |||||||||
| Assets: | ||||||||||||
| Cash and money market | $ | $ | $ | |||||||||
| Quoted Price | ||||||||||||
| Carrying value at | Prices in | |||||||||||
| December 31, | Gross Unrealized | Active Markets | ||||||||||
| Description | 2018 | Holding Loss | (Level 1) | |||||||||
| Assets: | ||||||||||||
| Cash and money market | $ | $ | $ | |||||||||
| U.S. government treasury bills | ( | ) | ||||||||||
| Total | $ | $ | ( | ) | $ | |||||||
On October 22, 2019, in connection with the Extension Amendment,
During the year ended December 31, 2018
the Company withdrew an aggregate of approximately $
NOTE 7 – STOCKHOLDERS’ EQUITY
Common Stock
The authorized common stock of the Company is
F-16
In October 2016, the Sponsor purchased
On October 22, 2019, in connection with
the Extension Amendment, stockholders elected to redeem
At each of December 31, 2019 and 2018 there
were
Preferred Stock
The Company is authorized to issue
F-17
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Amendment No. 1 to the Annual Report on Form 10-K:
Financial Statements: See “Index to Financial Statements” at “Item 8. Financial Statements and Supplementary Data” herein.
(b) Exhibits:
Information in response to this Item is incorporated herein by reference to the Exhibit Index to this Amendment No. 1 to Form 10-K.
ITEM 16. FORM 10-K SUMMARY
None.
5
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment No. 1 to the Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 30th day of October, 2020.
| LEGACY ACQUISITION CORP. | ||
| By: | /s/ Edwin J. Rigaud | |
| Name: Edwin J. Rigaud | ||
| Title: Chief Executive Officer and Chairman | ||
6
EXHIBIT INDEX
| Exhibit No. | Description | Incorporation by Reference | ||
| 2.1 | Share Exchange Agreement, dated as of August 23, 2019, by and between the Company and Blue Valor Limited. | Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 27, 2019. | ||
| 2.2 | First Amendment to Share Exchange Agreement, dated as of September 27, 2019, by and between the Company and Blue Valor Limited. | Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 8, 2019. | ||
| 2.3 | Amended and Restated Share Exchange Agreement, dated as of December 2, 2019, by and between Blue Valor Limited, a company incorporated in Hong Kong and an indirect, wholly-owned subsidiary of Blue Focus Intelligent Communications Group Ltd. and the Company. | Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 2, 2019. | ||
| 3.1 | Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 22, 2017. | |||
| 3.2 | 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. | Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on November 22, 2017. | ||
| 3.3 | Bylaws of the Company. | Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (File No. 333-221116) filed with the Securities and Exchange Commission on October 25, 2017. | ||
| 3.4 | Amendment to Amended and Restated Certificate of Incorporation. | Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 23, 2019. | ||
| 4.1 | Specimen Unit certificate. | Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-221116) filed with the Securities and Exchange Commission on November 8, 2017. | ||
| 4.2 | Specimen Class A common stock Certificate. | Incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-221116) filed with the Securities and Exchange Commission on November 8, 2017. | ||
| 4.3 | Specimen Warrant Certificate. | Incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-221116) filed with the Securities and Exchange Commission on November 8, 2017. | ||
| 4.4 | Warrant Agreement, dated as of November 16, 2017 by and between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent. | Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 22, 2017. | ||
| 4.5 | See Exhibit 3.1 and 3.2 for provisions of the Amended and Restated Certificate of Incorporation of the Company defining the rights of holders of the Class A common stock of the Company. | Incorporated by reference to Exhibits 3.1 and 3.2 to the Company’s Current Report on Form 8-K filed on November 22, 2017. | ||
| 4.6 | See Exhibit 3.3 for provisions of the Amended and Restated By-Laws, as amended, of the Company defining the rights of holders of the Class A common stock of the Company. | Incorporated by reference to Exhibits 3.3 to the Company’s Registration Statement on Form S-1 (File No. 333-221116) filed with the Securities and Exchange Commission on October 25, 2017. | ||
| 4.7 | Incorporated by reference to the Original Filing. | |||
| 10.1 | Investment Management Trust Account Agreement, dated as of November 16, 2017, between Continental Stock Transfer & Trust Company and the Company. | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 22, 2017. |
7
| Exhibit No. | Description | Incorporation by Reference | ||
| 10.2 | Registration Rights Agreement, dated as of November 16, 2017, by and among the Company and the initial security holders. | Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 22, 2017. | ||
| 10.3 | Letter Agreement, dated as of November 16, 2017. by and between the Company, the initial security holders and the officers and directors of the Company. | Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 22, 2017. | ||
| 10.4 | Amended and Restated Promissory Note, dated October 20, 2017, issued to Legacy Acquisition Sponsor I LLC | Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-221116) filed with the Securities and Exchange Commission on October 25, 2017. | ||
| 10.5 | Securities Subscription Agreement, dated October 16, 2016, between the Registrant and Legacy Acquisition Sponsor I LLC. | Incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-221116) filed with the Securities and Exchange Commission on October 25, 2017. | ||
| 10.6 | Sponsor Warrants Purchase Agreement effective as of October 24, 2017, between the Registrant and Legacy Acquisition Sponsor I LLC. | Incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-221116) filed with the Securities and Exchange Commission on October 25, 2017. | ||
| 10.7 | Administrative Services Agreement, dated as of November 16, 2017, by and among the Company and Legacy Acquisition Sponsor I LLC. | Incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K (File No. 001-38296) filed with the Securities and Exchange Commission on March 29, 2018. | ||
| 10.8 | Form of Indemnity Agreement | Incorporated by reference to Exhibit 10.7 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-221116) filed with the Securities and Exchange Commission on November 8, 2017. | ||
| 10.9 | Amendment No. 1 to Investment Management Trust Agreement dated October 22, 2019 by and between the Company and Continental Stock Transfer & Trust Company. | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 23, 2019. | ||
| 10.10 | Promissory Note dated as of October 23, 2019 issued by the Company to Blue Valor Limited. | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 29, 2019. | ||
| 10.11 | Share Redemption Agreement, dated as of December 2, 2019, by and between Blue Valor Limited, a company incorporated in Hong Kong, and an indirect, wholly owned subsidiary of BlueFocus Intelligent Communications Group Co. Ltd., Legacy Acquisition Sponsor I LLC and the Company. | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 2, 2019. | ||
| 10.15 | Promissory Note dated as of December 17, 2019 issued by the Company to Blue Valor Limited | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 23, 2019. | ||
| 24 | Powers of Attorney | Incorporated by reference to the Original Filing. | ||
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith. | ||
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith. | ||
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Furnished herewith. | ||
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Furnished herewith. | ||
| 101.INS | XBRL Instance Document | Filed herewith. | ||
| 101.SCH | XBRL Taxonomy Extension Schema Document | Filed herewith. | ||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith. | ||
| 101.LAB | XBRL Taxonomy Extension Labels Linkbase Document | Filed herewith. | ||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith. | ||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith. |
8