UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________________

SCHEDULE 14A

_____________________________________

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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Legacy Acquisition Corp.

(Name of Registrant as Specified in Its Charter)

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PRELIMINARY PROXY MATERIALS — SUBJECT TO COMPLETION

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

[•], 20[•]

Dear Stockholder,

We cordially invite you to attend the special meeting of stockholders of Legacy Acquisition Corp. (the “special meeting”) to be held on [•] day, [•], 20[•], at 11:00 a.m., New York City Time, at our corporate headquarters located at 1308 Race Street, Suite 200, Cincinnati, Ohio 45202.

At the special meeting, you 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 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 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.

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.

Sincerely,

Edwin J. Rigaud
Chairman and Chief Executive Officer

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:

(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;”

(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;”

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.

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.

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.

		BY ORDER OF THE BOARD OF DIRECTORS:
Cincinnati, Ohio [•], 20[•]		William C. Finn Chief Financial Officer and Secretary

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

		Page
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS		4
SUMMARY TERM SHEET		6
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING		12
SUMMARY OF THE PROXY STATEMENT		28
Parties to the Business Combination		28
The Business Combination Proposal		28
Consideration Payable to the Seller in the Business Combination		29
Related Transaction Agreements		29
Reorganization		30
Redemption Rights		30
Impact of the Business Combination on the Company’s Public Float and Company Control		31
Board of Directors Following the Business Combination		32
The NYSE Proposal		32
The Charter Amendment Proposal		32
The Amended and Restated Charter Proposals		32
Other Proposals		33
Date, Time and Place of the Special Meeting		33
Voting Power; Record Date		34
Quorum and Required Vote for Proposals for the Special Meeting		34
Accounting Treatment		35
Appraisal Rights		35
Proxy Solicitation		35
Interests of Certain Persons in the Business Combination		35
Reasons for Approval of the Business Combination		36
Conditions to the Closing		38
Regulatory Matters		39
Recommendation to our Stockholders		41
Risk Factors		41
SUMMARY HISTORICAL FINANCIAL INFORMATION OF LEGACY ACQUISITION CORP.		42
SUMMARY HISTORICAL FINANCIAL INFORMATION OF THE BLUE IMPACT BUSINESS		43
SELECTED HISTORICAL FINANCIAL INFORMATION OF LEGACY ACQUISITION CORP.		48
SELECTED HISTORICAL FINANCIAL INFORMATION OF THE BLUE IMPACT BUSINESS		49
RISK FACTORS		51
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		77
Introduction		77
COMPARATIVE SHARE INFORMATION		88
SPECIAL MEETING OF STOCKHOLDERS		90
General		90
Date, Time and Place of Special Meeting		90
Voting Power; Record Date		90
Proposals at the Special Meeting		90
Vote of the Company’s Sponsor, Directors and Officers		92
Quorum and Required Vote for Proposals for the Special Meeting		92
Recommendation to Stockholders		93
Broker Non-Votes and Abstentions		95
Voting Your Shares Registered Holders		95
Voting Your Shares — Beneficial Owners		95
Attending the Special Meeting		96
Revoking Your Proxy		96

		Page
No Additional Matters		96
Who Can Answer Your Questions About Voting		96
Redemption Rights		96
Appraisal Rights		98
Proxy Solicitation Costs		98
PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL		99
The Business Combination Proposal		99
Reorganization		99
Parties to the Business Combination		99
The Share Exchange Agreement		100
Related Transaction Agreements		111
Background of the Business Combination		113
Past Contacts, Transactions or Negotiations		117
The Legacy Board of Directors’ Reasons for the Business Combination		117
Satisfaction of 80% Test		118
Recommendation of Legacy’s Board of Directors		119
Unaudited Prospective Financial Information		119
Interests of Certain Persons in the Business Combination		121
Certain Other Interests in the Business Combination		122
Potential Purchases of Public Shares		123
Total Shares to be Issued in the Business Combination		123
Sources and Uses of Funds for the Business Combination		124
Board of Directors of the Company Following the Business Combination		124
Certificate of Incorporation; Bylaws		125
Name; Headquarters		125
Redemption Rights		125
Appraisal Rights		125
Accounting Treatment		125
Material United States Federal Income Tax Considerations		126
Regulatory Matters		128
Vote Required		129
Recommendation of the Board of Directors of Legacy		130
PROPOSAL NO. 2 — THE NYSE PROPOSAL		131
Overview		131
Why the Company Needs Stockholder Approval		131
Effect of the NYSE Proposal on Current Stockholders		131
Reasons for the NYSE Proposal		131
Vote Required		131
Recommendation of the Board of Directors of Legacy		132
PROPOSAL NO. 3 — THE CHARTER AMENDMENT PROPOSAL		133
Overview		133
Reasons for the Amendments		133
Vote Required		133
Recommendation of the Board of Directors of Legacy		133
PROPOSAL NO. 4 — THE AMENDED AND RESTATED CHARTER PROPOSALS		134
Overview		134
Reasons for the Amendments		134
Vote Required		135
Recommendation of the Board of Directors of Legacy		136

		Page
PROPOSAL NO. 5 — THE INCENTIVE PLAN PROPOSAL		137
Overview		137
U.S. Federal Income Tax Consequences of Awards under the Incentive Plan		140
Specific Benefits under the Incentive Plan		141
Vote Required		141
Recommendation of the Board of Directors of Legacy		142
PROPOSAL NO. 6 — THE DIRECTOR ELECTION PROPOSAL		143
Overview		143
Vote Required		143
Recommendation of our Board of Directors		144
PROPOSAL NO. 7 — THE ADJOURNMENT PROPOSAL		145
Overview		145
Consequences if the Adjournment Proposal is Not Approved		145
Vote Required		145
Recommendation of the Board of Directors of Legacy		145
INFORMATION ABOUT LEGACY ACQUISITION CORP.		146
General		146
Initial Business Combination		147
Redemption Rights for Holders of Public Shares		147
Submission of the Business Combination to a Stockholder Vote		147
Limitation on Redemption Rights		147
Employees		147
Properties		148
Management		148
Involvement in Certain Legal Proceedings		150
Stockholder Communications		150
Number and Terms of Office of Officers and Directors		150
Board Leadership Structure and Role in Risk Oversight		151
Director Independence		151
Board of Directors Meetings		151
Committees of the Board of Directors		151
Director Nominations		153
Compensation Committee Interlocks and Insider Participation		153
Section 16 (a) Beneficial Ownership Reporting Compliance		154
Code of Ethics		154
Conflicts of Interest		154
Limitation on Liability and Indemnification of Officers and Directors		156
Director and Executive Officer Compensation		157
Report of the Audit Committee		157
Audit Fees and All Other Fees		158
Pre-Approval Policy		158
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION FOR LEGACY ACQUISITION CORP.		162
Overview		162
Results of Operations and Known Trends or Future Events		164
Liquidity and Capital Resources		165
Critical Accounting Policies		168
Recent Accounting Pronouncements		170
Off Balance Sheet Arrangements		170
Contractual Obligations		170

iii

		Page
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		170
Quantitative and Qualitative Disclosures About Market Risk		170
Controls and Procedures		171
INFORMATION ABOUT THE BLUE IMPACT BUSINESS		172
OVERVIEW		172
The Business Combination		172
The Blue Impact Business’s Advertising & Marketing Service Offerings		172
The Blue Impact Business’s Agency Families		173
Geographic Coverage		175
Marketing Industry Trends		176
THE BLUE IMPACT BUSINESS DIFFERENTIATORS		177
GROWTH STRATEGIES		180
OPERATIONS		182
Technology		182
Regulatory Overview		182
Competition		184
Sales and Marketing		184
Employees and Culture		185
Intellectual Property		185
Facilities		185
Legal Proceedings		186
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION FOR THE BLUE IMPACT BUSINESS		187
Revenue		191
Revenue, excluding billable expense		191
Operating Expenses		193
Other (Expenses)/Income		196
Income Tax Provision		196
Net Income/(Loss)		197
Liquidity and Capital Resources		204
Use and Sources of Funding		206
MANAGEMENT AFTER THE BUSINESS COMBINATION		218
Management and Board of Directors		218
Information about Anticipated Executive Officers and Directors Upon the Closing		218
Committees of the Board of Directors		221
Director Nominations		223
Code of Ethics and Committee Charters		223
Post-Combination Company Executive Compensation		223
EXECUTIVE AND DIRECTOR COMPENSATION		225
Legacy Acquisition Corp.		225
Blue Impact Target		225
DESCRIPTION OF SECURITIES		228
Authorized and Outstanding Stock		228
Capital Stock Prior to the Business Combination		229
Founder Shares		230
Preferred Stock		230
Redeemable Warrants		231
Dividends		235
Certain Anti Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and Bylaws		235

		Page
Our Transfer Agent and Warrant Agent		236
Rule 144		236
Registration Rights		237
Listing of Securities		238
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		239
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		242
Related Party Transactions of Legacy Acquisition Corp.		242
Related Party Transactions of the Blue Impact Business		244
PRICE RANGE OF SECURITIES AND DIVIDEND INFORMATION		249
Legacy Acquisition Corp.		249
The Seller		250
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS		251
APPRAISAL RIGHTS		252
HOUSEHOLDING INFORMATION		252
TRANSFER AGENT AND REGISTRAR		252
FUTURE STOCKHOLDER PROPOSALS		252
WHERE YOU CAN FIND MORE INFORMATION		253
OTHER MATTERS		253
INDEX TO FINANCIAL INFORMATION — LEGACY ACQUISITION CORP.		F-1
INDEX TO COMBINED FINANCIAL INFORMATION — BLUE IMPACT BUSINESS		F-47
ANNEX A: SHARE EXCHANGE AGREEMENT		A-1
ANNEX B: CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION		B-1
ANNEX C: FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION		C-1
ANNEX D: BLUE IMPACT INC. EQUITY INCENTIVE PLAN		D-1
ANNEX E: INVESTOR RIGHTS AGREEMENT		E-1
ANNEX F: REDEMPTION SIDE LETTER		F-1
ANNEX G: AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT		G-1
ANNEX H: FORM OF COLLABORATION AND SHARED SERVICES AGREEMENT		H-1
ANNEX I: Form of Amended and Restated Bylaws		I-1

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;

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:

(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;

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

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

SUMMARY OF THE PROXY STATEMENT

This summary of the proxy statement highlights selected information contained in this proxy statement and does not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the Annexes and accompanying financial statements of Legacy and the Seller, to fully understand the business combination (as described below) before voting on the proposals to be considered at the special meeting (as described below). Please see the section entitled “Where You Can Find More Information” beginning on page 253 of this proxy statement.

Unless otherwise specified, all share calculations assume (i) no exercise of redemption rights by Legacy’s public stockholders; and (ii) no inclusion of any shares of Class A common stock issuable upon the exercise of Legacy’s warrants.

Parties to the Business Combination

Legacy Acquisition Corp.

Legacy is a blank check company incorporated on March 15, 2016 as a Delaware corporation and 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. Legacy has not engaged in any operations nor generated any revenue to date. Based on its business activities, the Company is a “shell company” as defined under the Exchange Act of 1934, as amended (the “Exchange Act”), because it has no operations and nominal assets consisting almost entirely of cash.

Legacy’s securities are traded on the NYSE under the ticker symbols “LGC,” “LGC U” and “LGC WS.” Legacy’s 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 following Closing. We will apply to continue the listing of our common stock and warrants on the NYSE under the symbols “[•]” and “[•],” respectively, upon the Closing.

The mailing address of Legacy’s principal executive office is 1308 Race Street, Suite 200, Cincinnati, Ohio 45202. Upon Closing of the business combination, the mailing address of the Company’s principal executive offices will be 1451 Grant Road, Suite 200, Mountain View, California 94040.

Blue Valor Limited (or the Seller)

The Seller is a company incorporated in Hong Kong on November 14, 2014. The Seller is headquartered in Hong Kong and is an indirect wholly owned subsidiary of BlueFocus, a leading publicly listed Chinese marketing services holding company.

The mailing address of the Seller is Rm. 19C, Lockhart Centre, 301-307 Lockhart Rd., Wan Chai, Hong Kong.

The Business Combination Proposal

On August 23, 2019, Legacy entered into the Share Exchange Agreement with the Seller, which was subsequently amended by that First Amendment to Share Exchange Agreement dated as of September 27, 2019, and further amended and restated on December 2, 2019, pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Legacy will, among other things, purchase from the Seller all of the outstanding shares of stock of Blue Impact Target, a wholly owned subsidiary organized in the Cayman Islands that, at the Closing and after the Reorganization (described below), will hold the Blue Impact business, a digital-first, intelligent and integrated, global advertising & marketing services group. Upon the Closing, Legacy will change its name to “Blue Impact Inc.” and its shares of common stock are expected to trade on the New York Stock Exchange. For more information about the transactions contemplated by the Share Exchange Agreement, please see the section 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.

Consideration Payable to the Seller in the Business Combination

At the Closing, Legacy will issue to the Seller 30,000,000 shares of common stock (i.e., the Closing Payment Shares), in exchange for all of the issued and outstanding ordinary shares of Blue Impact Target (i.e., the Purchased Shares). In addition, Legacy shall pay to the Seller the Earnout Payment (further described below) 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 section 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.

Assumption of Blue Impact Debt and Contingent Liabilities; Payment of Madhouse Purchase Price

At the Closing Legacy will (i) assume up to (x) $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) 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) which amount shall be paid using funds in the IPO trust account that will become available at the Closing.

Purchase Price Adjustment

There will be a Purchase Price Adjustment based on the amount of Deferred Acquisition Purchase Price Obligations assumed by Blue Impact, Net Debt assumed by Blue Impact, and the amount of the Madhouse Purchase Price, in each case based on Closing Date balances and as compared to the initially agreed targeted balances or amounts for these items. If the Purchase Price Adjustment results in (x) a payment owed by Seller, Seller may choose to pay the amount in cash or common stock or (x) 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).

Earnout Payment

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 the volume weighted average share price for the Company’s common stock for the 90 trading days preceding and including December 31, 2022 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.

Related Transaction Agreements

The Investor Rights Agreement

At the Closing, Blue Impact will enter into an Investor Rights Agreement (“Investor Rights Agreement”) with Blue Valor, as Seller, Legacy Acquisition Sponsor I LLC (“Sponsor”), and the parties named as Founder Investors and Non-Founder Investors in the Investor Rights Agreement (Seller, Sponsor, Founder Investors and Non-Founder Investors, collectively, the “Investors”) pursuant to which the Investors will agree to certain voting arrangements and transfer restrictions, regarding, among other things, matters concerning the nomination of directors to Blue Impact’s board of directors, a lockup period, a right of first offer in favor of Seller, and the sale of Blue Impact, in which case Seller will have certain drag along rights. A copy of the Investor Rights Agreement is attached hereto as Annex E.

Redemption Side Letter

On December 2, 2019, Legacy entered into the Redemption Side Letter with the Seller and Sponsor. Pursuant to this letter agreement, (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 our common stock. A copy of the Redemption Side Letter is attached hereto as Annex F.

Amended and Restated Registration Rights Agreement

At the Closing, Legacy’s registration rights agreement with the Sponsor will be amended and restated (the “Amended and Restated Registration Rights Agreement”) to provide the Sponsor and the Seller with registration rights with respect to certain shares of their Blue Impact common stock. The registrable shares will be comprised of Sponsor’s shares of common stock issued or issuable upon conversion of the founder’s shares, private placement warrants, and working capital loans (if any), or issued or issuable with respect to the Redemption Side Letter, the Seller’s shares of common stock issued or issuable pursuant to the Share Exchange Agreement, and any other shares of common stock held respectively by the Sponsor or the Seller as of the date of Amended and Restated Registration Rights Agreement or issued or issuable in respect of such shares of the Sponsor the Seller pursuant to a stock split, stock dividend or in connection with a combination, merger, share exchange, consolidation, recapitalization or reorganization. Pursuant to the terms of the Amended and Restated Registration Rights Agreement, the Sponsor and the Seller will be entitled to make up to three demands, excluding short form registration demands, “piggy-back” registration rights and Form S-3 registration rights, subject to certain minimum requirements and customary conditions. However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period under the Investor Rights Agreement. In addition, Blue Impact will be obligated to file, after it becomes eligible to use Form S-3 or its successor form, a shelf registration statement to register the resale by the Sponsor or the Seller of their registrable shares. The Sponsor and the Seller will be entitled to assign their registration rights under the Amended and Restated Registration Rights Agreement to transferees who acquire at least 1% of the outstanding registrable shares or to Founder Investors or Non-Founder Investors under the Investor Rights Agreement. A copy of the Amended and Restated Registration Rights Agreement is attached hereto as Annex G.

China Commercial Collaboration and Shared Services Agreement

At the Closing, Blue Impact and BlueFocus will enter into the China Commercial Collaboration and Shared Services Agreement (the “CCCSSA”), which has an initial term of three years with potential annual renewals thereafter. Under the CCCSSA, BlueFocus and its applicable affiliates will continue to (i) allow and facilitate advertisement purchases on terms substantially similar to those received by BlueFocus for such purchases; and (ii) maintain the existing back to back arrangements with a 100% rebate pass-through with respect to advertisement purchases made by Madhouse through BlueFocus and its affiliates. Additionally, BlueFocus will make available to Madhouse certain shared services currently provided to Madhouse by BlueFocus in China. A copy of the China Commercial Collaboration and Shares Services Agreement is attached hereto as Annex H.

Reorganization

The Seller and its affiliates will undertake the Reorganization, so that at Closing, the Seller will hold the Blue Impact business. The Reorganization will result in Blue Impact Target owning directly 100% of the outstanding shares of the six operating companies currently under the control of BlueFocus and collectively operating the Blue Impact business and indirectly their subsidiaries. However, Legacy will not acquire the shares or assets of the Blue Impact PRC-incorporated subsidiaries. Instead, prior to closing, these excluded PRC entities will (i) be transferred to or retained by the Seller and (ii) enter into a series of control arrangements. Through these control arrangements, Blue Impact will be entitled to the economic benefits of those entities. See “Blue Impact Operating Structure and History and the Restructuring.”

Redemption Rights

Pursuant to our Charter, holders of public shares may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the trust account as of two business days prior to the Closing, including interest (which interest shall be net of taxes payable), by (ii) the total number of then outstanding public shares; provided that the Company will not redeem any shares of Class A common stock issued in the IPO to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. As of October 31, 2019, this would have amounted to approximately $10.27 per share.

You will be entitled to receive cash for any public shares to be redeemed only if you:

(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.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. 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.

Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)-(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.

If a holder exercises its redemption rights, then such holder will be exchanging its public shares for cash and will no longer own shares of Blue Impact. 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 in accordance with the procedures described herein. Please see the section entitled “Special Meeting of Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Impact of the Business Combination on the Company’s Public Float and Company Control

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 a single class of common stock. Assuming there are no redemptions of our public shares and no Purchase Price Adjustment is made, it is anticipated that, post-Closing, the ownership of Blue Impact will be as follows:

• our public stockholders will own approximately 43.87%;

• our Sponsor will own approximately 11.23%; and

• the Seller will own approximately 44.90%.

The post-Closing ownership percentages with respect to Blue Impact set forth above also assume: (a) all warrants to purchase common stock will remain outstanding immediately after Closing; (b) no shares are issued or surrendered in connection with the Purchase Price Adjustment; (c) no shares held by the Sponsor are cancelled in accordance with the Redemption Side Letter; and (d) no shares are issued post-Closing under the Incentive Plan. If the actual facts are different than these assumptions, the percentage ownership retained by our public stockholders, our Sponsor and the Seller following the business combination will be different. The public warrants and private placement warrants will become exercisable 30 days after the completion of the business combination and will expire five years after the completion of the business combination or earlier upon redemption or liquidation. Following the Closing, the Seller — and not our current stockholders — will have effective control over Blue Impact. Furthermore, if (a) shares are issued to Seller in connection with the Purchase Price Adjustment and/or (b) shares held by the Sponsor are cancelled in accordance with the Redemption Side Letter and/or (c) any shares are redeemed the Seller may have actual control and may possibly own more than a majority of the Blue Impact shares.

The issuance of 20% or more of our outstanding shares of capital stock in connection with the Share Exchange Agreement requires stockholder approval pursuant to the NYSE Proposal.

For more information, please see the sections entitled “Summary of Proxy Statement — Impact of the Business Combination on the Company’s Public Float and Company Control,” “Unaudited Pro Forma Condensed Combined Financial Information.” and “Risk Factors.”

Board of Directors Following the Business Combination

Prior to the special meeting, the size of our board of directors will increase from six directors to eleven directors. Assuming that the Business Combination Proposal, the NYSE Proposal, the Charter Amendment Proposal and the Amended and Restated Charter Proposals are approved and adopted at the special meeting and the Charter Amendment declassifying our board of directors becomes effective at the special meeting, nine director nominees 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 section entitled “Proposal No. 6 — The Director Election Proposal” for additional information.

The NYSE Proposal

At the special meeting, the stockholders of the Company will be asked to approve, assuming the Business Combination Proposal is approved and adopted, the issuance of more than 20% of Legacy’s issued and outstanding shares of capital stock to the Seller in connection with the business combination for purposes of complying with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual, and the related change of control.

The NYSE Proposal is conditioned on the approval of the Business Combination Proposal. If the NYSE Proposal is approved by the Legacy stockholders but either the Business Combination Proposal is not, or the Share Exchange Agreement is terminated and the business combination is not consummated, Legacy will not issue any shares of common stock to the Seller even though the NYSE Proposal was approved. Alternatively, if the Business Combination Proposal is approved by the Legacy stockholders, but the NYSE Proposal is not, then the Share Exchange Agreement will be terminated and the business combination will not be consummated. Please see the section entitled “Proposal No. 2 — The NYSE Proposal” for additional information.

The Charter Amendment Proposal

At the special meeting, our stockholders are being asked to consider and vote upon a proposal (which we refer to as the “Charter Amendment Proposal”) to approve and adopt the amendment of the amended and restated certificate of incorporation of Legacy (the “Charter Amendment”). Assuming the approval at the special meeting of the Charter Amendment, our current certificate of incorporation will be amended at the special meeting to effect the declassification of the board of directors and provide 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.

Please see the section entitled “Proposal No. 3 — The Charter Amendment Proposal” and Annex B to this proxy statement for additional information.

The Amended and Restated Charter Proposals

At the special meeting, our stockholders are also being asked to consider and vote upon three sub proposals (which we refer to as the “Amended and Restated Charter Proposals”) to approve and adopt the amendment and restatement to the amended and restated certificate of incorporation of Legacy (the “Amended Charter”), 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. Upon the Closing and assuming the approval at the special meeting of the proposed Amended Charter, our current certificate of incorporation will be amended promptly to reflect:

a. upon the Closing and the conversion of the Company’s Class F common stock into the Company’s Class A common stock, the increase of 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;

b. elimination of 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; and

c. certain additional changes, 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 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.

Please see the section entitled “Proposal No. 4 — The Amended and Restated Charter Proposals” and Annex C to this proxy statement for additional information.

Other Proposals

In addition, at the special meeting the stockholders of the Company will be asked to vote on:

• The Director Election Proposal: To consider and vote upon a proposal 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

The Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal. Accordingly, if the Incentive Plan Proposal is approved by the Legacy stockholders but either the Business Combination Proposal is not, or the Share Exchange Agreement is terminated and the business combination is not consummated, Legacy will not adopt the Incentive Plan even though the Incentive Plan Proposal was approved. The Director Election Proposal is conditioned on the approval of the Business Combination Proposal, the NYSE Proposal, the Charter Amendment Proposal and the Amended and Restated Charter Proposals. If the Business Combination Proposal, the NYSE Proposal, the Charter Amendment Proposal or the Amended and Restated Charter Proposals are not approved, the Director Election Proposal will not be submitted to a vote of our stockholders at the special meeting. Further, if the Business Combination Proposal, the NYSE Proposal, the Charter Amendment Proposal, the Amended and Restated Charter Proposals and the Director Election Proposals are approved but the Share Exchange Agreement is terminated and the business combination is not consummated, certain directors will not be elected to Legacy’s board of directors even though the Director Election Proposal was approved. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement.

Please see the sections entitled “Proposal No. 5 — The Incentive Plan Proposal,” “Proposal No. 6 — The Director Election Proposal” and “Proposal No. 7 — The Adjournment Proposal” for more information.

Date, Time and Place of the Special Meeting

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.

Voting Power; Record Date

Only stockholders of record at the close of business on [•], the record date for the special meeting, will be entitled to vote at the special meeting. You are entitled to one vote for each share of Class A common stock and each share of Class F common stock that you owned as of the close of business on the record date.

If your shares are held in “street name” or are in a margin or similar account, you should contact your bank, broker or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 7,500,000 shares of Class F common stock and 29,305,180 shares of Class A common stock outstanding and entitled to vote, of which all of the outstanding shares of Class F common stock are held by our Sponsor.

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of our stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if, (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.

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.

The Closing is conditioned on, among other things, the approval of the Business Combination Proposal, the NYSE Proposal, the Charter Amendment Proposal, the Amended and Restated Charter Proposals and the Incentive Plan 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. It is important for you to note that in the event that the Business Combination Proposal, the NYSE Proposal, the Charter Amendment Proposal, the Amended and Restated Charter Proposals, the Incentive Plan Proposal or the Director Election Proposal do not receive the requisite vote for approval, we will not consummate the business combination. If we do not consummate the business combination and 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) we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to our public stockholders.

Accounting Treatment

The business combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Legacy will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the business combination will be treated as the equivalent of Blue Impact issuing stock for the net assets of Legacy, accompanied by a recapitalization. The net assets of Legacy will be stated at historical cost, with no goodwill or other intangible assets recorded.

Appraisal Rights

Appraisal rights are not available to our stockholders in connection with the business combination.

Proxy Solicitation

Proxies may be solicited by mail. Legacy has engaged Morrow to assist in the solicitation of proxies.

If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later dated proxy, as described in the section entitled “Special Meeting of Stockholders — Revoking Your Proxy.”

Interests of Certain Persons in the Business Combination

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 $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 to May 20, 2020 in accordance with the Extension Amendment);

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

Reasons for Approval of the Business Combination

Legacy’s board of directors considered several factors pertaining to the business combination as generally supporting its decision to enter into the Share Exchange Agreement and the business combination, including but not limited to, the following material factors:

• Market Opportunity. The market opportunity for an advertising & marketing business in the markets in which the Blue Impact business operates coupled with the experience of the management of the Blue Impact business with growing digital companies, such as Facebook and Google.

• Proven Management Team and Established Platform. The board of directors considered the highly experienced and talented management team of the Blue Impact business, including, Brett Marchand, with 30 years of experience in the marketing industry and digital media, Yves Behar, the founder of Fuseproject and the lead brand and product designer for numerous successful Silicon Valley digital disruptors, Nathan McDonald, the co-founder of We Are Social and a pioneer in Shared Media, Melanie Dunn, the CEO of Cossette and former leader of its customer relationship management practice, and Charlie Ruan, the President of Madhouse and a pioneer in mobile media in China. The board of directors also considered the fact that the management team of the Blue Impact business would be continuing after the Closing, with years’ experience in their respective industries on average, and experience in managing leading consumer-facing brands in North America, EMEA, Asia and globally.

• Attractive Valuation to Other Alternatives. The belief of the board of directors, after a thorough review of other business combination opportunities reasonably available to Legacy, that the business combination with the Blue Impact business was more beneficial than others because of the attractive valuation presented by the Blue Impact business after taking into account the valuation of 30,000,000 new shares of common stock of Blue Impact to the Seller as part of the consideration for the business combination and the Earnout Payment payable based on the future performance of the Madhouse business.

• Terms of the Share Exchange Agreement. The board of directors considered the terms and conditions of the Share Exchange Agreement and the transactions contemplated thereby.

Legacy’s board of directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the business combination, including, but not limited to, the following:

• Benefits Not Achieved. The risk that the potential benefits of the business combination may not be fully achieved, or may not be achieved within the expected timeframe, including the following risks:

• Geopolitical Risks. The risk of geopolitical tensions between the United States and China and the resulting unpredictability in the regulatory and commercial environment between the United States and China.

• Reliance on Key Management Personnel. The success of the business combination will rely heavily on the retention and execution of the business strategy by the management team of the Blue Impact business. The loss of any key member of the management team of the Blue Impact business could impact the execution of the business strategy and the success of the Blue Impact business.

• Working Capital Requirements. The Madhouse business has significant working capital requirements for the purchase of advertising on Google and Facebook. The availability of debt financing may be more limited and more expensive in China where the Madhouse business, in particular, is based, which may impact the future profitability and growth of the Blue Impact business.

• Liquidation of the Company. The risks and costs to Legacy if the business combination is not completed, including the risk of diverting management focus and resources from other businesses combination opportunities, which could result in the Company being unable to effect 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), and force Legacy to liquidate and the warrants to expire worthless.

• Stockholder Vote. The risk that Legacy’s stockholders may fail to provide the respective votes necessary to effect the business combination.

• Closing Conditions. The fact that completion of the business combination is conditioned on the satisfaction of certain closing conditions that are not within Legacy’s control.

• Litigation. The possibility of litigation challenging the business combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the business combination.

• Fees and Expenses. The fees and expenses associated with completing the business combination.

• Other Risks. Various other risks associated with the business combination and the Blue Impact business described under the section entitled “Risk Factors.”

In addition to considering the factors described above, Legacy’s board of directors also considered the following:

• Interests of Certain Persons. Some officers and directors of Legacy may have interests in the business combination as individuals that are in addition to, and that may be different from, the interests of the Company’s stockholders (see “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination”). Our independent directors reviewed and considered these interests during the negotiation of the business combination and in evaluating and unanimously approving, as members of the board of directors, the Share Exchange Agreement and the business combination.

Conditions to the Closing

The respective obligations of Legacy and the Seller to consummate the business combination are subject to the satisfaction or written waiver by both Legacy and the Seller of each of the following conditions, among others:

• No governmental order, statute, rule or regulation enjoining or prohibiting the Closing is in force;

• The required vote of Legacy’s stockholders shall have been obtained at Legacy Stockholder Meeting;

• The Reorganization shall have been completed in accordance with the terms of the Share Exchange Agreement;

• Legacy shall have at least $5,000,001 of net tangible assets upon Closing of the business combination; and

• The CEO of Vision 7 shall have executed an employment agreement with Legacy to serve as our CEO.

The obligation of Legacy to consummate the business combination are subject to the fulfillment, on or prior to the Closing Date, of certain conditions (any or all of which may be waived in writing by Legacy), including, among others:

• The Seller shall have duly performed in all material respects all of its obligations under the Share Exchange Agreement required to be performed by it at or prior to the Closing Date;

• All of the representations and warranties of the Seller contained in the Share Exchange Agreement shall be true and correct at and as of the Closing Date as if made at and as of such date, except as would not, individually or in the aggregate, reasonably be expected to have a Company Group Material Adverse Effect;

• Since the Original Agreement Date, no Company Group Material Adverse Effect shall have occurred and be continuing;

• Each of the Investor Rights Agreement, Registration Rights Agreement and Redemption Side Letter shall have been duly executed and delivered to Legacy by all other parties thereto;

• The Company shall have the amount of cash necessary to meet its net working capital requirements through the last day of the month immediately following the Closing Date; provided that such amount shall not be less than $10,000,000;

• The Seller shall have delivered to Legacy the executed Madhouse Settlement Letter;

• The Seller shall have delivered to Legacy the September 30 Audited Financial Statements of the Blue Impact business; and

• Legacy shall have received certificates representing the Purchased Shares, and the Company’s register of members (maintained by the Company in accordance with the Companies Law of the Cayman Islands) shall have been updated to reflect the transfer of the Purchased Shares to Legacy.

The obligation of the Seller to consummate the business combination are subject to the fulfillment, on or prior to the Closing Date, of certain conditions (any or all of which may be waived in writing by the Seller), including, among others:

• Legacy shall have duly performed in all material respects all of its obligations under the Share Exchange Agreement required to be performed by it at or prior to the Closing Date;

• All of the representations and warranties of Legacy contained in the Share Exchange Agreement shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such date, except that the representations and warranties of Legacy in Section 5.10 of the Share Exchange Agreement shall be true and correct in all respects at and as of the Closing Date as if made at and as of such date.

• Since the Original Agreement Date, no Purchaser Material Adverse Effect shall have occurred and be continuing;

• Each of the Investor Rights Agreement, Registration Rights Agreement, and Redemption Side Letter shall have been duly executed and delivered to the Seller by all other parties thereto, and the total number of shares of common stock beneficially owned as of the Closing by the Investors and the Seller shall be between 50.5% and 51.5% of the outstanding share capital of Blue Impact;

• Legacy shall have adopted an equity incentive plan, in the form approved at Legacy Stockholder Meeting;

• Legacy shall have issued the Closing Payment Shares, in book entry form, to the Seller;

• Legacy shall have paid the Madhouse Purchase Price to an account designated by the Madhouse Founder Company;

• The funds in the Trust Account, together with any additional funds obtained by Legacy prior to the Closing, shall equal or exceed $120 million; and

• Legacy shall have made all necessary arrangements with the Trustee to cause the Trustee to disburse all of the funds contained in the Trust Account available to Legacy to be released to Legacy at the Closing; (ii) all of such funds in the Trust Account available to Legacy shall be released to Legacy and used by Legacy to satisfy its payment obligations under the Share Exchange Agreement; and (iii) there shall be no additional agreements pending or threatened by any person (not including the Seller and its Affiliates) with respect to or against the Trust Account that would reasonably be expected to have a Purchaser Material Adverse Effect.

Regulatory Matters

The advertising & marketing services that the agencies comprising the Blue Impact business provide are subject to legal and regulatory requirements in all of the jurisdictions in which the Blue Impact business operates. The Blue Impact business actively monitors proposed changes to relevant legal and regulatory requirements in order to maintain compliance. The cost of ongoing compliance efforts has not had a material adverse effect on the Blue Impact business’ financial condition or results of operations to date, although future compliance efforts may have such an effect.

Governments, governmental agencies and industry self-regulatory bodies have adopted laws, regulations and standards, and judicial bodies have issued rulings, that directly or indirectly affect the form and content of advertising, public relations and other marketing activities that the Blue Impact business produces or conducts on behalf of its clients. These laws, regulations and other actions include, but are not limited to, content-related rules with respect to specific products and services, restrictions on media scheduling and placement, and labeling or warning requirements with respect to certain products, for example pharmaceuticals, alcoholic beverages, cigarettes and other tobacco products, cannabis and food and nutritional supplements. The agencies comprising the Blue Impact business are also subject to rules related to marketing directed to certain groups, such as children. Furthermore, PRC law prohibits advertising companies from producing, distributing or publishing any advertisement with content that impairs the national dignity of China, involves designs of the Chinese national flag, national emblem or national anthem or the music of the national anthem, is considered reactionary, obscene, superstitious or absurd, is fraudulent or disparages similar products. In addition, in Canada the Blue Impact business is required to comply with the Canadian Anti-Spam Law (“CASL”), which is intended to reinforce best practices in email marketing and to combat email spam and related issues, and imposes stringent consent processes and penalties for noncompliance.

Digital advertising & marketing services, in particular, are covered by laws and regulations concerning user privacy, use of personal information, data protection and online tracking technologies. The Blue Impact business is also subject to laws and regulations that govern whether and how it can transfer, process or receive certain data that it uses in its operations, including, but not limited to, data shared between countries or regions in which it operates. In recent years, regulators in the United States and Europe, among other jurisdictions in the world, have increased their focus on these laws and regulations. While the Blue Impact business maintains policies and operational procedures to promote effective privacy protection and data management, existing and proposed laws and regulations in this area can impact the development, efficacy and profitability of digital media-based and data-driven marketing. For example, in the European Union, the General Data Protection Regulation (“GDPR”) became effective in May 2018, imposing more stringent data privacy and data protection requirements than prior European Union data protection laws and providing for greater penalties for noncompliance. The European Union is further considering revisions to its e-Privacy Directive that could impact the use of cookies and the use of marketing communications. In the United States, California has enacted the California Consumer Privacy Act (“CCPA”), which will go into effect in 2020 and gives California consumers certain rights, including, but not limited to, the right to know what personal information is being collected about them, the right to access that information, the right to have personal information deleted, and the right to prevent the sale of their personal information. Furthermore, New York has enacted the Stop Hacks and Improve Electronic Data Security (“SHIELD”) Act, which will go into effect in 2020 and imposes more stringent data security requirements on businesses that process or maintain the personal information of New York residents. The CCPA and SHIELD Act could impose additional requirements on the Blue Impact business in regards to the collection and processing of personal information of California and New York consumers, respectively. The PRC has also passed laws that require personal data relating to its citizens to be maintained on local servers and impose additional data transfer restrictions that may affect the Blue Impact business’ ability to transfer the data that it utilizes in the delivery of its services. Limitations on the scheduling, content or delivery of direct marketing activities can likewise have on effect on the activities of the agencies comprising the Blue Impact business that offer those services.

With agencies and clients located in numerous countries worldwide, the Blue Impact business is also subject to laws governing its international operations. These include broad anti-corruption laws such as the U.S. Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act, which generally prohibit the making or offering of improper payments to foreign government officials and political figures. Export controls and economic sanctions regimes, such as those maintained by the U.S. government and comparable restrictions maintained by the member states of the European Union, impose limitations on the ability of the Blue Impact business to operate in certain geographic regions or to seek or service certain potential clients. Likewise, the Blue Impact business must comply with governmental exchange controls, restrictions on currency repatriation and the control requirements of applicable anti-money-laundering statutes. Blue Impact’s operations and actions may also be subject to additional restrictions or approval requirements given Blue Valor’s direct, and in turn BlueFocus’s indirect, post-Closing ownership interest in Blue Impact and ability to nominate Blue Impact directors. BlueFocus is organized in China and its shares are traded in China on the Shenzhen Stock Exchange (the “SSE”). As a result, Blue Impact will be considered a controlled company for the purposes of PRC regulations and the rules of the SSE, and certain corporate actions proposed to be undertaken by Blue Impact will require reporting to and approval of BlueFocus. For example, in the context of a proposed future acquisition of a U.S. business, these restrictions or approval requirements may require (i) making specified security filings in the United States. (ii) obtaining any required clearances or implementing remedial measures or other safeguards as a condition to receiving any required approval and (iii) for larger acquisitions (in the United States or otherwise) receiving approval from BlueFocus’s board of directors and, for much larger acquisitions, possibly receiving approval from BlueFocus’s shareholders.

Consummation of the business combination is subject to prior receipt of those approvals and consents required to be obtained from applicable governmental and regulatory authorities, including under the HSR Act. Legacy and the Seller have agreed to cooperate and use reasonable best efforts to obtain, or cause their applicable affiliates to obtain, all permits, consents, approvals and authorizations from any governmental or regulatory authority necessary to consummate the business combination as promptly as practicable.

Legacy has filed notification of the business combination under the provisions of the HSR Act with the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission on September 23, 2019. Early termination of the waiting period under the HSR Act was granted on September 27, 2019.

Recommendation to our Stockholders

The board of directors of Legacy believes that each of the Business Combination Proposal, the NYSE Proposal, the Charter Amendment Proposal, the Amended and Restated Charter Proposals, the Incentive Plan Proposal, each of the Director nominees nominated for election pursuant to the Director Election Proposal and the Adjournment Proposal is in the best interests of Legacy and its stockholders and recommends that its stockholders vote “FOR” each of the Proposals to be presented at the special meeting.

For a description of Legacy’s reasons for the approval of the business combination and the recommendation of the board of directors of Legacy, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Legacy Board of Directors’ Reasons for the Business Combination.”

When you consider the recommendation of the board of directors of Legacy in favor of approval of these Proposals, you should keep in mind that certain of Legacy’s directors, Sponsor, and officers have interests in the business combination that are different from or in addition to (and which 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.”

Risk Factors

In evaluating the business combination and the proposals to be considered and voted on at the special meeting, you should carefully review and consider the risk factors set forth under the section entitled “Risk Factors” beginning on page 51 of this proxy statement. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of the Company and the Seller to complete the business combination, and (ii) the business, cash flows, financial condition and results of operations of the Company following Closing of the business combination.

SUMMARY HISTORICAL FINANCIAL INFORMATION OF LEGACY ACQUISITION CORP.

The following tables set forth summary historical financial information derived from the Company’s unaudited condensed financial statements as of September 30, 2019 and for the nine months ended September 30, 2019 and 2018, and the Company’s audited financial statements as of December 31, 2018, 2017 and 2016, respectively, and for the years ended December 31, 2018 and 2017 and the period from March 15, 2016 (date of inception) through December 31, 2016, all included elsewhere in this proxy statement. The historical financial information presented may not be indicative of future performance. You should read the following summary financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Acquisition Corp.” and the financial statements and the related notes appearing elsewhere in this proxy statement.

	September 30, 2019		December 31,
Balance Sheet Data:	September 30, 2019		2018		2017		2016
Cash	$	740,000	$	1,180,000	$	1,752,000	$	26,000
Cash and Investments held in Trust Account	$	306,852,000	$	304,035,000	$	300,403,000	$	—
Total Assets	$	307,699,000	$	305,268,000	$	302,291,000	$	150,000
Total current liabilities	$	1,505,000	$	11,107,000	$	436,000	$	285,000
Deferred underwriting compensation	$	10,500,000	$	10,500,000	$	10,500,000	$	—
Common stock subject to possible redemption (at redemption value):	$	290,694,000	$	289,161,000	$	286,355,000	$	—
Total stockholders’ equity (deficit)	$	5,000,000	$	5,000,000	$	5,000,000	$	(135,000	)

	September 30,						December 31,
	2019			2018			2018			2017			2016
Cash Flow Data:
Net cash used in operating activities	$	(2,775,000	)	$	(1,742,000	)	$	(2,499,000	)	$	(23,000	)	$	—
Net cash used in investing activities	$	2,355,000		$	1,427,000		$	—		$	(300,000,000	)	$	—
Net cash provided by financing activities	$	—		$	—		$	1,927,000		$	301,749,000		$	26,000
Statement of Operations Data:
Operating expenses:
General and administrative expenses	$	2,566,000		$	769,000		$	1,623,000		$	154,000		$	160,000
Loss from operations	$	(2,566,000	)	$	(769,000	)	$	(1,623,000	)	$	(154,000	)	$	(160,000	)
Other Income:
Interest income	$	5,154,000		$	3,878,000		$	5,559,000		$	403,000		$	—
Income (loss) before income taxes	$	2,588,000		$	3,109,000		$	3,936,000			249,000			(160,000	)
Provision for income taxes	$	(1,055,000	)	$	(765,000	)	$	(1,130,000	)		(130,000	)		—
Net income (loss) attributable to common stockholders	$	1,533,000		$	2,344,000		$	2,806,000		$	119,000		$	(160,000	)
Weighted average Class A common shares outstanding – basic and diluted		30,000,000			30,000,000			30,000,000			30,000,000			—
Net income (loss) per Class A common share – basic and diluted	$	0.13		$	0.08		$	0.10		$	0.00		$	0.00
Weighted average class F common shares outstanding		7,500,000			7,500,000			7,500,000			7,500,000			2,315,000
Net Income (loss) per class F common share – basic and diluted	$	(0.32	)	$	0.00		$	(0.01	)	$	0.00		$	(0.07	)

SUMMARY HISTORICAL FINANCIAL INFORMATION OF THE BLUE IMPACT BUSINESS

The following tables set forth summary historical financial information of the Blue Impact business. The historical financial information as of December 31, 2018 and 2017 and for the years then ended are derived from the audited combined financial statements of the Blue Impact business, and the historical financial information for the year ended December 31, 2016 is derived from unaudited combined financial statements, all included elsewhere in this proxy statement. The historical financial information as of June 30, 2019 and for the six-month periods ended June 30, 2019 and 2018 are derived from the unaudited interim combined financial statements of the Blue Impact business included elsewhere in this proxy statement. The historical financial information presented may not be indicative of future performance. The following is a summary only, and you should read the following summary financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Blue Impact Business” and the combined financial statements of the Blue Impact business and the related notes appearing elsewhere in this proxy statement.

Balance Sheet Data:	June 30, 2019			December 31,
Balance Sheet Data:	June 30, 2019			2018			2017
	(USD millions)
Assets
Cash and cash equivalents	$	87.6		$	84.4		$	36.7
Restricted cash		0.5			0.5			0.6
Receivables, net		466.7			398.4			289.6
Unbilled work in progress		51.6			24.6			18.9
Other current assets		9.9			11.2			7.1
Total current assets		616.3			519.1			352.9
Property and equipment, net		16.4			15.4			15.4
Intangible assets		100.5			103.6			100.0
Investments		1.2			1.1			2.1
Deferred tax assets		2.8			1.4			2.0
Goodwill		361.7			356.9			334.4
Other non-current assets		2.9			3.6			5.2
Total assets	$	1,101.8		$	1,001.1		$	812.0
Liabilities
Accounts payable		438.0			354.1			232.5
Deferred revenue		39.3			29.2			21.8
Short-term debt		13.6			22.3			13.1
Current portion of long-term debt		—			—			20.0
Other current liabilities		52.2			63.4			52.8
Total current liabilities		543.1			469.0			340.2
Long-term debt		57.1			43.6			—
Deferred tax liabilities		16.3			14.8			18.3
Other non-current liabilities		24.8			26.1			14.3
Total liabilities		641.3			553.5			372.8
Redeemable non-controlling interest		4.9			4.6			—
Equity
Net parent investment		463.9			455.3			430.3
Accumulated other comprehensive income/(loss)		(8.5	)		(12.5	)		8.8
Total parent’s equity		455.4			442.8			439.1
Non-controlling interests		0.2			0.2			0.1
Total equity		455.6			443.0			439.2
Total liabilities and equity	$	1,101.8		$	1,001.1		$	812.0

Cash Flow Data:	June 30,						December 31,
Cash Flow Data:	2019			2018			2018			2017			2016
	(USD millions)
Net cash inflow/(outflow) from operating activities	$	26.9		$	(7.3	)	$	57.3		$	16.8		$	24.8
Net cash inflow/(outflow) from investing activities	$	(3.2	)	$	(1.6	)	$	(31.4	)	$	(6.9	)	$	(6.0	)
Net cash inflow/(outflow) from financing activities	$	(21.1	)	$	9.5		$	25.4		$	(9.0	)	$	(7.2	)
Statements of Income data:
Revenue, excluding billable expenses	$	164.5		$	139.4		$	307.4		$	250.8		$	233.6
Billable expenses		76.2			65.2			143.3			109.3			104.5
Revenue		240.7			204.6			450.7			360.1			338.1
Operating expenses
Salaries and related expenses		94.6			77.5			161.4			137.8			123.8
Office and other direct expenses		18.6			16.2			33.8			30.6			29.1
Billable expenses		76.2			65.2			143.3			109.3			104.5
Cost of services		189.4			158.9			338.5			277.7			257.4
Selling, general and administrative expenses		27.7			28.8			58.6			51.4			45.3
Total operating expenses		217.1			187.7			397.1			329.1			302.7
Operating income		23.6			16.9			53.6			31.0			35.4
Other expenses and income
Other income		0.2			0.2			0.8			0.9			0.3
Other expenses		(0.4	)		(0.4	)		(1.1	)		(1.3	)		(1.2	)
Asset impairment loss		—			—			—			—			(8.6	)
Finance costs, net		(4.0	)		(1.8	)		(5.2	)		(3.4	)		(2.1	)
Income before income taxes		19.4			14.9			48.1			27.2			23.8
Income tax provision		3.8			4.4			14.3			10.0			7.0
Net income	$	15.6		$	10.5		$	33.8		$	17.2		$	16.8

SUMMARY UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

Pursuant to the Business Combination, as described below in greater detail, Blue Impact Target will hold the Blue Impact business; Legacy will acquire all of the issued and outstanding shares of Blue Impact Target; and Legacy will change its name to Blue Impact Inc.

The Blue Impact business is a “foreign business” as defined under applicable SEC rules and regulations. Except for the unaudited condensed interim combined financial statements as of and for the six months ended June 30, 2019 and 2018 (included elsewhere in this proxy statement), no other interim combined financial statements for the Blue Impact business have been prepared or are currently available.

To assist in your analysis of the financial impact of the Business Combination, the following condensed combined pro forma financial information has been prepared in accordance with Article 11 of Regulation S-X:

• The unaudited pro forma condensed combined balance sheet as of September 30, 2019 combines the historical condensed balance sheet of Legacy as of September 30, 2019 and the historical combined balance sheet of the Blue Impact business as of June 30, 2019 giving effect to the Business Combination on a pro forma basis as if it had been completed as of September 30, 2019.

• The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2018 and the nine months ended September 30, 2019 combine, as applicable, the historical condensed statement of operations of Legacy for the year ended December 31, 2018 and the nine months ended September 30, 2019 with the historical combined statement of operations of the Blue Impact business for the year ended December 31, 2018 and the nine months ended June 30, 2019, in each case, giving effect to the Business Combination on a pro forma basis as if it had been completed on January 1, 2018.

The Blue Impact combined statement of operations for the nine months ended June 30, 2019 was compiled by combining the Blue Impact business historical combined statement of operations results for (i) the six months ended June 30, 2019 (included elsewhere in this proxy) and (ii) the three months ended December 31, 2018 based on unaudited management accounts for the period. These results for the nine months ended June 30, 2019 were prepared on a basis consistent with the historical results for the Blue Impact business but have not been audited or reviewed by any independent accountant and may not reflect all necessary adjustments in accordance with U.S. GAAP.

The unaudited pro forma condensed combined financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Blue Impact Business,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy”, and the following historical financial statements and accompanying notes of Legacy and the Blue Impact business, which are included elsewhere in this proxy statement:

• Legacy’s unaudited condensed financial statements as of and for the nine months ended September 30, 2019 and the related notes;

• Legacy’s audited financial statements as of and for the year ended December 31, 2018;

• The Blue Impact business’ unaudited combined financial statements as of and for the six months ended June 30, 2019; and

• The Blue Impact business’ audited combined financial statements as of and for the year ended December 31, 2018.

The unaudited pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies. The actual results reported in periods following the transaction may differ significantly from those reflected in the pro forma financial information presented herein for a number of reasons, including differences between the assumptions used to prepare this pro forma financial information and actual results. Future results may vary significantly from the results reflected due to various factors, including those risks discussed under “Risk Factors” beginning on page 51 of this proxy statement.

	Legacy Nine months ended September 30, 2019			Blue Impact Business Nine months ended June 30, 2019		Pro Forma Combined Assuming No Redemptions into Cash		Pro Forma Combined Assuming Maximum Redemptions into Cash
	(in millions, except per share amounts)
Statement of Operations Data
Revenues	$	—		$	374.1	$	374.1	$	374.1
Operating Expenses		2.6			331.8		331.8		331.8
Operating Income (loss)		(2.6	)		42.3		42.3		42.3
Net Income (loss)	$	1.5		$	25.0	$	28.4	$	28.4
Net Income (loss) per common share – basic and diluted	$	0.13				$	0.43	$	0.58

	Legacy as of September 30, 2019		Blue Impact Business as of June 30, 2019		Pro Forma Combined Assuming No Redemptions into Cash		Pro Forma Combined Assuming Maximum Redemptions into Cash
	(in millions)
Balance Sheet Data
Total Current Assets	$	0.8	$	616.3	$	776.5	$	648.8
Total Assets	$	307.7	$	1,101.8	$	1,262.0	$	1,134.3
Total Current Liabilities	$	1.5	$	543.1	$	536.9	$	536.9
Total Liabilities	$	12.0	$	641.3	$	635.1	$	635.1
Total Equity	$	5.0	$	455.6	$	622.0	$	494.3

	Year ended December 31, 2018
	Legacy			Blue Impact Business		Pro Forma Combined Assuming No Redemptions into Cash		Pro Forma Combined Assuming Maximum Redemptions into Cash
	(in millions, except per share amounts)
Statement of Operations Data
Revenue	$	—		$	450.7	$	450.7	$	450.7
Operating Expenses		1.6			397.1		397.1		397.1
Operating Income (loss)		(1.6	)		53.6		53.6		53.6
Net Income (loss)	$	2.8		$	33.8	$	37.8	$	37.8
Net Income (loss) per common share – basic and diluted	$	0.10				$	0.57	$	0.77

COMPARATIVE SHARE INFORMATION

The following table sets forth the per share data of Legacy and the Blue Impact business on a standalone basis for the indicated periods and the unaudited pro forma combined per share data for the year ended December 31, 2018 and the nine months ended September 30, 2019 after giving effect to the Business Combination, assuming (i) that no additional holders of Legacy Class A common stock exercise their redemption rights in connection with the Business Combination and (ii) the maximum redemption amount providing for minimum cash at Closing of $120 million being contributed to the Blue Impact business from the trust account (in each case, after giving effect to all Class A common stock redemptions in connection with the Extension Amendment and the Business Combination and without consideration of any Seller loans in connection with the Extension Amendment).

You should read the information in the following table in conjunction with the selected historical financial information included elsewhere in this proxy statement, and the historical financial statements of Legacy and the Blue Impact business and related notes that are included elsewhere in this proxy statement. The unaudited Legacy and Blue Impact business pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information set forth above.

The unaudited pro forma combined net income per share information below does not purport to represent the net income per share which would have occurred had Legacy and the Blue Impact business been combined during the periods presented, nor the net income per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Legacy and the Blue Impact business would have been had they been combined during the periods presented.

Nine Months Ended September 30, 2019 (Legacy) and June 30, 2019 (Blue Impact business)	Legacy (historical)		Blue Impact business		Scenario 1 (Assuming No Additional Redemptions into Cash)		Scenario2 (Assuming Maximum Redemptions into Cash)
	(in millions, except share and per share amounts)
Net income	$	1.5	$	25.0	$	28.4	$	28.4
Total equity	$	5.0	$	455.6	$	622.0	$	494.3
Weighted average shares outstanding — basic and diluted		30,000,000				66,805,180		49,164,694
Basic and diluted net income per share	$	0.13	$		$	0.43	$	0.58
Book value per share as of September 30, 2019	$	0.17	$		$	9.31	$	10.05

Year Ended December 31, 2018	Legacy (historical)		Blue Impact business (historical)		Scenario 1 (Assuming No Additional Redemptions into Cash)		Scenario 2 (Assuming Maximum Redemptions into Cash)
	(in millions, except share and per share amounts)
Net Income	$	2.8	$	33.8	$	37.8	$	37.8
Weighted average shares outstanding — basic and diluted		30,000,000				66,805,180		49,164,694
Basic and diluted net income per share	$	0.10	$		$	0.57	$	0.77

SELECTED HISTORICAL FINANCIAL INFORMATION OF LEGACY ACQUISITION CORP.

The following table sets forth selected historical financial information derived from the Company’s unaudited condensed financial statements as of September 30, 2019 and for the nine months ended September 30, 2019 and 2018, and the Company’s audited financial statements as of December 31, 2018, 2017 and 2016, respectively, and for the years ended December 31, 2018 and December 31, 2017 and the period from March 15, 2016 (date of inception) through December 31, 2016, all included elsewhere in this proxy statement. You should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Acquisition Corp.” and the financial statements and the related notes appearing elsewhere in this proxy statement.

	September 30, 2019		December 31,
Balance Sheet Data:	September 30, 2019		2018		2017		2016
Cash	$	740,000	$	1,180,000	$	1,752,000	$	26,000
Cash and Investments held in Trust Account	$	306,852,000	$	304,035,000	$	300,403,000	$	—
Total Assets	$	307,699,000	$	305,268,000	$	302,291,000	$	150,000
Total current liabilities	$	1,505,000	$	11,107,000	$	436,000	$	285,000
Deferred underwriting compensation	$	10,500,000	$	10,500,000	$	10,500,000	$	—
Common stock subject to possible redemption (at redemption value):	$	290,694,000	$	289,161,000	$	286,355,000	$	—
Total stockholders’ equity (deficit)	$	5,000,000	$	5,000,000	$	5,000,000	$	(135,000	)

	September 30,						December 31, 2019
	2019			2018 .			2018			2017			2016
Cash Flow Data:
Net cash used in operating activities	$	(2,775,000	)	$	(1,742,000	)	$	(2,499,000	)	$	(23,000	)	$	—
Net cash used in investing activities	$	2,355,000		$	1,427,000		$	—		$	(300,000,000	)	$	—
Net cash provided by financing activities	$	—		$	—		$	1,927,000		$	301,749,000		$	26,000
Statement of Operations Data:
Operating expenses:
General and administrative expenses	$	2,566,000		$	769,000		$	1,623,000		$	154,000		$	160,000
Loss from operations	$	(2,566,000	)	$	(769,000	)	$	(1,623,000	)	$	(154,000	)	$	(160,000	)
Other Income:
Interest income	$	5,154,000		$	3,878,000		$	5,559,000		$	403,000		$	—
Income (loss) before income taxes	$	2,588,000		$	3,109,000		$	3,936,000			249,000			(160,000	)
Provision for income taxes	$	(1,055,000	)	$	(765,000	)	$	(1,130,000	)		(130,000	)		—
Net income (loss) attributable to common stockholders	$	1,533,000		$	2,344,000		$	2,806,000		$	119,000		$	(160,000	)
Weighted average Class A common shares outstanding – basic and diluted		30,000,000			30,000,000			30,000,000			30,000,000			—
Net income (loss) per Class A common share – basic and diluted	$	0.13		$	0.08			0.10		$	0.00		$	0.00
Weighted average class F common shares outstanding		7,500,000			7,500,000			7,500,000			7,500,000			2,315,000
Net Income (loss) per class F common share – basic and diluted	$	(0.32	)	$	0.00		$	(0.01	)	$	0.00		$	(0.07	)

SELECTED HISTORICAL FINANCIAL INFORMATION OF THE BLUE IMPACT BUSINESS

The following tables set forth selected historical financial information of the Blue Impact business. The historical financial information as of December 31, 2018 and 2017 and for the years then ended are derived from the audited combined financial statements of the Blue Impact business, and the historical financial information for the year ended December 31, 2016 is derived from the unaudited combined financial statements, all included elsewhere in this proxy statement. The historical financial information as of June 30, 2019 and for the six month periods ended June 30, 2019 and 2018 are derived from the unaudited interim combined financial statements of the Blue Impact business included elsewhere in this proxy statement. The historical financial information presented may not be indicative of future performance. The following is a summary only, and you should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Blue Impact Business” and the combined financial statements of the Blue Impact business and the related notes appearing elsewhere in this proxy statement.

Balance Sheet Data:	June 30, 2019			December 31,
Balance Sheet Data:	June 30, 2019			2018			2017
	(USD millions)
Assets
Cash and cash equivalents	$	87.6		$	84.4		$	36.7
Restricted cash		0.5			0.5			0.6
Receivables, net		466.7			398.4			289.6
Unbilled work in progress		51.6			24.6			18.9
Other current assets		9.9			11.2			7.1
Total current assets		616.3			519.1			352.9
Property and equipment, net		16.4			15.4			15.4
Intangible assets		100.5			103.6			100.0
Investments		1.2			1.1			2.1
Deferred tax assets		2.8			1.4			2.0
Goodwill		361.7			356.9			334.4
Other non-current assets		2.9			3.6			5.2
Total assets	$	1,101.8		$	1,001.1		$	812.0
Liabilities
Accounts payable		438.0			354.1			232.5
Deferred revenue		39.3			29.2			21.8
Short-term debt		13.6			22.3			13.1
Current portion of long-term debt		—			—			20.0
Other current liabilities		52.2			63.4			52.8
Total current liabilities		543.1			469.0			340.2
Long-term debt		57.1			43.6			—
Deferred tax liabilities		16.3			14.8			18.3
Other non-current liabilities		24.8			26.1			14.3
Total liabilities		641.3			553.5			372.8
Redeemable non-controlling interest		4.9			4.6			—
Equity
Net parent investment		463.9			455.3			430.3
Accumulated other comprehensive income/(loss)		(8.5	)		(12.5	)		8.8
Total parent’s equity		455.4			442.8			439.1
Non-controlling interests		0.2			0.2			0.1
Total equity		455.6			443.0			439.2
Total liabilities and equity	$	1,101.8		$	1,001.1		$	812.0

Cash Flow Data:	June 30,						December 31,
Cash Flow Data:	2019			2018			2018			2017			2016
	(USD millions)
Net cash inflow/(outflow) from operating activities	$	26.9		$	(7.3	)	$	57.3		$	16.8		$	24.8
Net cash inflow/(outflow) from investing activities	$	(3.2	)	$	(1.6	)	$	(31.4	)	$	(6.9	)	$	(6.0	)
Net cash inflow/(outflow) from financing activities	$	(21.1	)	$	9.5		$	25.4		$	(9.0	)	$	(7.2	)
Statement of Income data:
Revenue, excluding billable expenses	$	164.5		$	139.4		$	307.4		$	250.8		$	233.6
Billable expenses		76.2			65.2			143.3			109.3			104.5
Revenue		240.7			204.6			450.7			360.1			338.1
Operating expenses
Salaries and related expenses		94.6			77.5			161.4			137.8			123.8
Office and other direct expenses		18.6			16.2			33.8			30.6			29.1
Billable expenses		76.2			65.2			143.3			109.3			104.5
Cost of services		189.4			158.9			338.5			277.7			257.4
Selling, general and administrative expenses		27.7			28.8			58.6			51.4			45.3
Total operating expenses		217.1			187.7			397.1			329.1			302.7
Operating income		23.6			16.9			53.6			31.0			35.4
Other expenses and income
Other income		0.2			0.2			0.8			0.9			0.3
Other expenses		(0.4	)		(0.4	)		(1.1	)		(1.3	)		(1.2	)
Asset impairment loss		—			—			—			—			(8.6	)
Finance costs, net		(4.0	)		(1.8	)		(5.2	)		(3.4	)		(2.1	)
Income before income taxes		19.4			14.9			48.1			27.2			23.8
Income tax provision		3.8			4.4			14.3			10.0			7.0
Net income	$	15.6		$	10.5		$	33.8		$	17.2		$	16.8

RISK FACTORS

You should carefully consider the risk factors described below, together with the other information contained in this proxy statement, in evaluating the business combination and the proposals to be voted on at the special meeting. The following risk factors apply to the business, financial condition, results of operations and prospects of the Blue Impact business and will also apply to the business, financial condition, results of operations and prospects of the Blue Impact business following the completion of the business combination. If any of the following events occur, Legacy and/or the Blue Impact business’, financial condition, results of operations and prospects may be materially adversely affected. This proxy statement also contains forward looking statements that involve risks and uncertainties. Legacy’s and the Blue Impact business’ actual results could differ materially from those anticipated in the forward looking statements contained in this proxy statement as a result of specific factors, including the risks described below. Additional risks that are as of yet unknown, or that are currently considered immaterial, could also materially adversely affect Legacy’s and the Blue Impact business’, financial condition, results of operations and prospects.

Risks Related to the Blue Impact Business

The results of operations of the Blue Impact business are susceptible to unfavorable economic conditions, which may cause a slowdown or reduction in spending on advertising & marketing services.

The Blue Impact business is exposed to risks associated with weak or uncertain regional or global economic conditions. Uncertainty about the continued strength of the global economy generally or economic conditions in certain regions can negatively impact the demand for advertising & marketing services. Businesses’ marketing or communications budgets have historically been among the first areas to experience cuts when economic conditions have declined, as these budgets typically include discretionary components that are easier to reduce in the short term compared to other operating expenses. Additionally, new clients will be more difficult to attract in an economic downturn, and any such prospective clients may demand services at lower costs. As a result, the Blue Impact business’ industry can be affected by an economic downturn more severely than other sectors and can take longer to recover than the economy in general. Unexpected revenue shortfalls can result in misalignments of costs and revenues, resulting in a negative impact on operating margins. As a result of the foregoing, any decline in economic conditions globally, or in specific regions where the Blue Impact business operates, could materially adversely affect the business, financial condition, results of operations and prospects of the Blue Impact business.

If clients experience financial distress or unfavorable conditions in their industries, the results of operations of the Blue Impact business could suffer commensurately.

The client base of the Blue Impact business spans a variety of sectors, including, but not limited to, technology, consumer goods, automotive, retail, technology, gaming and consumer packaged goods. Because the revenues of the Blue Impact business rely on client spending for advertising & marketing services relating to their respective products and services, the results of operations are directly affected by the level of business activity of its clients, which in turn is affected by the level of economic activity in the industries and markets that they serve. Any downturn in these sectors or markets could materially adversely affect the businesses, purchasing decisions and spending of the Blue Impact business’ clients and prospective clients, which in turn could result in reductions in the existing business of the Blue Impact business, as well as its new business development, in those sectors and markets. In the event of a major downturn in a given industry or sector, including a major technological shift, changing consumer preferences, major manmade or natural disasters affecting a specific sector or market or the commercial failure of an individual client, the Blue Impact business may experience a reduction in its number of current projects, increased price competition and reduced revenues, all of which could materially adversely affect its business, financial condition, results of operations and prospects.

Clients periodically review their advertising & marketing requirements and relationships, and may terminate or reduce their relationships with the Blue Impact business on short notice.

Many companies put their advertising & marketing service relationships up for competitive review from time to time, and the Blue Impact business has won and lost client accounts in the past as a result of such reviews. Key competitive considerations for retaining existing clients and winning new clients include the ability to develop solutions that meet evolving client needs, the quality and effectiveness of services and the ability to serve clients efficiently.

The Blue Impact business’ ability to attract new clients and to retain existing clients may also, in some cases, be limited by clients’ policies or perceptions about conflicts of interest, or the Blue Impact business’ own exclusivity arrangements with certain clients. These policies can, in some cases, prevent one agency, or even different agencies forming part of the Blue Impact business, from performing similar services for competing brands or companies.

Moreover, the Blue Impact business does not have long-term contracts with most of its clients. Spending from existing clients may therefore be reduced or stopped altogether on short notice for any reason or no reason. Even if contracts are renewed by clients, the terms of the renewed contract may not have a term as long as, or may otherwise be on terms less favorable than, the original contract. If a significant client fails to renew a contract, or renews the contract on terms less favorable to the Blue Impact business than before, the Blue Impact business could be negatively impacted if additional business is not obtained.

To the extent that its agencies are not able to remain competitive and retain important clients, the business, financial condition, results of operations and prospects of the Blue Impact business could be materially adversely affected.

The Blue Impact business operates in a highly competitive and rapidly evolving industry.

The Blue Impact business operates in the global advertising & marketing services industry, which is highly competitive and constantly changing. The agencies and digital media services that comprise the Blue Impact business compete with other large multinational advertising & marketing services companies, including both traditional and digital agency groups, which may have more resources than the Blue Impact business, as well as boutique agencies focused on new media and technology companies focused on advertising technology, to win new clients and maintain existing client relationships. Failure to win and maintain clients will inhibit the Blue Impact business’ ability to generate revenue and grow its business.

In the competition for clients, challenges arise from the rapidly evolving and novel technologies used in the advertising & marketing services space, which creates a need for significant investment in technologies to improve the services that can be offered to clients. Therefore, as technology and data analytics become increasingly central to the Blue Impact business’ service offering and the success of its clients’ brands, any failure to keep up with rapidly changing technologies and standards in this space could harm the competitive position of the Blue Impact business. This is of particular importance for the innovative, digital disruptor clients that the Blue Impact business intends to focus on going forward.

Furthermore, with the advancement in and proliferation of smartphones, social media and other interactive technologies, the ways in which consumers connect to companies and brands is evolving, as are clients’ demands. This in turn creates an opportunity for new market participants (i.e., digital disruptors) to reinvent aspects of the advertising & marketing services industries, capturing profit pools previously enjoyed by traditional market participants. As a result, the advertising & marketing services industry could become even more competitive if such new market participants are successful in capturing the market share from existing market participants, including the Blue Impact business.

For example, in recent years, there has been a decline in the prevalence of traditional advertising & marketing mediums, and an increase in the use of alternative marketing channels such as online digital advertising & influencer marketing. The ability of the Blue Impact business to remain nimble and continually improve its service offering in response to such trends will be essential to its ability to compete with its peers, preserve market share and meet the evolving demands of its clients.

In addition, certain large media platforms on which clients market their products and services, such as Facebook and Google, are beginning to work directly with companies to service their marketing needs on such platform, potentially eliminating the role of a marketing agency in servicing clients’ marketing on such platforms. If this trend continues, the demand for the Blue Impact business’ services could be materially adversely affected if clients cease using its services for their marketing on such large, digital platforms. Furthermore, because such platforms hold a dominant position in the sale of digital advertising space and therefore maintain significant leverage in negotiating pricing, the margins that advertising agencies are able to receive when purchasing advertising space on such platforms on behalf of clients may be diminished, making it less profitable for marketing service providers such as the Blue Impact business to provide such services to clients.

Due to these continued rapid changes in technology, particularly in the advertising & marketing services industry, and the potential for digital disruptors to change consumer behaviors and demands, there can be no assurance that the technology platforms or initiatives of the Blue Impact business will be adequate for its business or provide a competitive advantage. Additionally, the Blue Impact business may not be able to effectively implement new technology or data driven services as quickly as some of its competitors or be successful in marketing such services to its clients. Any failure by the Blue Impact business to successfully develop or enhance its current services in light of emerging technologies and industry trends could result in the loss of clients to current or future competitors, which in turn could materially adversely affect its business financial condition, results of operations and prospects.

The Blue Impact business’ clients may continue to migrate some or all of their marketing services in-house, which could reduce the Blue Impact business’ volumes and lead to the loss of clients altogether.

The Blue Impact business generates revenue by providing marketing services on behalf of brands seeking to market their products and services to consumers. In recent years, some large, blue-chip companies have begun creating internal teams to conduct their marketing, particularly in the Paid Media discipline. Possessing the scale to maintain in-house marketing teams, certain large companies believe they can reduce their overall marketing spending by controlling costs and achieving more effective marketing placement by in-house teams that work closely with the business and understand its marketing needs and target demographics. Although this trend is still emerging, and is currently limited to large companies able to retain dedicated in-house teams and invest in the technology and data analytics, including some of the Blue Impact business’ former clients, this trend could become more prevalent in the future, especially as data analytics and artificial intelligence allows for the automation of advertisement placement. As a result, large companies may rely less on outside marketing service providers for their advertising needs.

If more companies create in-house teams to conduct their marketing, demand for the Blue Impact business’ services may decrease, and the pool of potential clients may diminish, which would materially adversely affect the business, financial condition, results of operation and prospects of the Blue Impact business.

The failure by the Blue Impact business to maintain and grow its client base through organic growth would materially adversely affect its growth and prospects.

In order to sustain and increase its revenue, the Blue Impact business will need to add new clients and maintain or increase the volume of business awarded to the Blue Impact business from existing clients. If competitors introduce lower-cost or differentiated service offerings that compete with or are perceived to compete with those of the Blue Impact business, or if blue-chip companies choose to conduct marketing campaigns using in-house teams, then the Blue Impact business may have difficulty gaining new clients and its business, financial condition, results of operations and prospects may be materially adversely affected as a result. See “— The Blue Impact business may fail to attract and retain key employees and management personnel.”

The Blue Impact business has spent significant effort in cultivating its relationships with clients, which has resulted in an increase in the number of clients and business volume of the Blue Impact business in 2018 as compared to 2017. However, it is possible that the Blue Impact business may be unable to continue to grow its client base given the competitive and changing nature of the industry and the lack of long-term contracts with clients, which in turn would slow its growth. If the Blue Impact business is unable to realize its growth strategy by retaining and growing its client base, its business, financial condition, results of operations and prospects may be materially adversely affected.

The Blue Impact business relies on a relatively small number of clients for a significant portion of its revenues, and if it loses any of these clients or they significantly curtail their use of the Blue Impact business’ services, its financial condition, results of operations and prospects could be materially adversely affected.

The Blue Impact business relies on a few clients for a significant portion of its revenue, excluding billable expenses. In the aggregate, the Blue Impact business’ top ten clients accounted for approximately 32% of its revenue, excluding billable expenses in the year ended December 31, 2018. Its top client accounted for approximately 7% its revenue, excluding billable expenses, in the year ended December 31, 2018. Furthermore, the Blue Impact business does not have long-term contracts with most of its clients. As a result, a significant client could reduce or cease its use of the Blue Impact business’ services on short notice for any reason or no reason. If the Blue Impact business loses any of its significant clients, or if such significant clients significantly curtail the volume of advertising & marketing services that they purchase from the Blue Impact business, its financial condition, results of operations and prospects could be materially adversely affected.

The Blue Impact business may fail to attract and retain key employees and management personnel.

The employees of the Blue Impact business, including the leaders of its five segments, and certain creative, digital, research, media and account specialists, as well as such employees’ skills and client relationships, are among its most valuable assets. To a large extent, the Blue Impact business’ success is attributable to the knowledge, abilities, skills and relationships of certain key personnel. Therefore, an important aspect of the competitiveness of the Blue Impact business is its ability to identify and develop the appropriate talent, and to retain key employees and management personnel. The Blue Impact business’ ability to do so is influenced by a variety of factors, including compensation, benefits, bonuses and incentives. Furthermore, any loss of services of such persons may be aggravated by an inability to hire suitable replacements as a result of significant competition in the advertising & marketing services industry. This, in turn, may cause the Blue Impact business to incur significant additional expenses to recruit and train new personnel, which could severely disrupt its services. The loss of such key personnel may also mean losing such clients, which would materially adversely affect the Blue Impact business. In addition, Holly Zheng, a current member of the Board of Directors of BlueFocus, will be a key executive of the Blue Impact business that will serve as a liaison between BlueFocus and the Blue Impact business.

Additionally, the Blue Impact business’ clients are increasingly demanding advertising & marketing services that are more digital and technical in nature. Recruiting personnel to perform these services is difficult in the current competitive labor market where such talent is sought after by numerous firms, including other marketing and technology companies and large technology companies. Retraining existing personnel to perform these services may prove too costly and time consuming to be an effective solution, and retaining existing personnel with such technical expertise may prove difficult and expensive because such expertise is in high demand. If the Blue Impact business is unable to attract, retrain or retain such key personnel, its business, financial condition, results of operations and prospects could be materially adversely affected.

Any negative change in the public perception of the advertising & marketing services industry, particularly with respect to digital media and data driven advertising, could materially adversely affect the Blue Impact business.

With the growth of online targeted marketing, there is increasing awareness and concern regarding privacy matters, particularly as they relate to individual privacy interests and the global reach of the online marketplace. Any unfavorable publicity or negative public perception about the Blue Impact business, its industry, including its competitors, or other data focused industries could negatively affect the Blue Impact business. Such public scrutiny may also lead major digital marketing channels, such as Facebook or Google, to change their business practices, or result in additional regulatory scrutiny or lawmaking that affects the Blue Impact business or its industry. Changes in legislative, judicial, regulatory or cultural environments relating to information collection, data analytics and use of personal information could also limit the ability of the Blue Impact business to collect and use data. Any negative change in public perception may ultimately lead to general distrust of the advertising & marketing services industry, especially the digital and data focused portions of the industry, consumer reluctance to share and permit use of personal data and increased consumer opt out rates, any of which could cause the cost of data to increase or could adversely influence, change or reduce the Blue Impact business’ current and prospective digital and data focused clients’ demand for the services of the Blue Impact business, which in turn could cause revenues to decline or result in an impairment of the Blue Impact business’ investments in digital technology. Any of the foregoing could materially adversely affect the financial condition, results of operations and prospects of the Blue Impact business.

The Blue Impact business may not be able to continue to collect performance-based rebates for the advertisements it places on third party websites, which is an important source of revenues for it.

An important part of the Blue Impact business’ digital media services is to place advertisements on third party websites, such as Google, on behalf of its clients. Such media vendor websites often offer incentives in the form of performance-based rebates equal to a percentage of the purchase price for qualifying advertising space purchased and utilized by its clients. Performance based rebates are an important source of the revenues of the Blue Impact business. The Blue Impact business’ revenue excluding billable expenses derived from media purchases on behalf of clients has grown. However, it may face difficulty in sustaining such growth with its results being impacted by, among other things, the pricing for its purchased media and competitive environment for its services (both of which impact the absolute amount of its media purchases) and the applicable rebate rates paid to it by the media suppliers and the portion of these rebate payments it is required to share with its clients. If the Blue Impact business is unable to sustain these growth rates or to successfully execute on its plans to find supplemental sources of revenue, its business, financial condition, results of operations and prospects could be materially adversely affected.

The Blue Impact business relies extensively on its information technology systems and is exposed to cybersecurity risk.

The Blue Impact business relies extensively and increasingly on its information technology systems and infrastructure to perform its services for clients and manage its business, including, but not limited to, processing and storing digital consumer and client data for use in marketing analytics, developing new business opportunities, processing business transactions, project management and human resources management. The rising threat of malicious technology related events, such as cyberattacks, computer hacking, computer viruses, phishing attacks and denial of service attacks poses a risk to the Blue Impact business’ systems and networks. In addition, the Blue Impact business, which increasingly involves the collection, use and transmission of customer and client data, may make it an attractive target for malicious third party attempts to gain access to proprietary or confidential data. The Blue Impact business is also vulnerable to unintentional errors or malicious actions by persons with authorized access to its systems that exceed the scope of their access rights, distribute data erroneously or, either unintentionally or intentionally, interfere with the intended operations of its technology platform. The Blue Impact business may also have access to sensitive or personal data that is subject to various privacy laws and regulations, the violation of which could subject it to significant fines, reputational harm and regulatory intervention. See “— The Blue Impact business is subject to laws, regulations and industry standards which could pose risks and negatively impact its financial condition or its ability to meet client demand.” Any of these events could cause significant disruption to the Blue Impact business’ operations and severely damage its reputation, which would in turn materially adversely affect its business, financial condition, results of operations and prospects.

Other events, such as power outages, equipment failures, natural disasters (including extreme weather) or terrorist activities may also affect the Blue Impact business’ systems and result in disruption of its services or loss or improper disclosure of personal data, business information, including intellectual property, or other confidential information. Similarly, data privacy breaches, as well as the improper use of social media, by employees and others may pose a risk that sensitive data, such as personally identifiable information, strategic plans and trade secrets, could be exposed to third parties or to the general public. The Blue Impact business is comprised of a significant number of agencies and legal entities, and although the Blue Impact business makes considerable efforts to streamline and unify its technology systems across its agencies, the resulting size and complexity of the Blue Impact business’ technology systems and potential complications in implementing standardized technologies and procedures could increase its potential vulnerability to such breakdowns, malicious intrusions or attacks. Furthermore, the Blue Impact business operates worldwide, and the legal regimes governing data transfers across its business are also often complex, conflicting, unclear or ever changing.

The successful operation of the Madhouse business, in particular, depends upon the performance of the internet infrastructure and telecommunications networks in China. Almost all access to the internet is maintained through state owned telecommunications operators under the administrative control and regulatory supervision of the Ministry of Industry and Information Technology. The Madhouse business has limited access to alternative networks or services in the event of disruptions, failures or other problems with China’s internet infrastructure or the telecommunications networks provided by telecommunications service providers.

In addition, the Blue Impact business contracts with third parties, including third party “cloud” computing services, to store, transfer or process data, but does not have direct control over their technology systems. System failures or network disruptions or breaches in the systems of such third parties could materially adversely affect the Blue Impact business’ operations or reputation.

The Blue Impact business cannot provide assurance that it will not experience cybersecurity breaches in the future as it may continue to be vulnerable to malicious attacks or unintentional breaches. For example, Vision 7 experienced a cybersecurity breach in April 2019, during which it was the target of a ransomware attack which encrypted one of its external facing web servers. The server was restored, and the breach did not result in a loss of data or a financial loss to the Blue Impact business. Efforts to develop, implement and maintain security measures are costly, may not be successful in preventing similar events in the future, and require ongoing monitoring and updating as cyberattacks become increasingly sophisticated. Any breaches or breakdowns could harm the Blue Impact business’ reputation, impair its ability to attract and retain clients, expose it to legal liability, be expensive to remedy, and result in a loss of its or its clients’ proprietary information, which may harm its reputation and materially adversely affect its business, financial condition, results of operations and prospects.

The Blue Impact business may not realize the financial and strategic goals of its acquisitions or other investments, which could materially adversely affect its business.

Historically, the Blue Impact business has engaged in acquisitions and other investments that it believed will enhance its service offerings to clients and grow its business by providing unmet marketing discipline capabilities and geographic coverage to its existing operations. Subject to the Blue Impact business’ ability to find suitable and attractive acquisition or investment candidates and business opportunities in the future, the Blue Impact business intends to continue to acquire and invest in other complementary businesses, products and technologies and enter into joint ventures or similar strategic relationships. These transactions can involve significant challenges and risks, including that the Blue Impact business is not able to successfully integrate the new business into its operations or the transaction does not advance the Blue Impact business’ strategy or fails to produce a satisfactory return on investment. Furthermore, the market for acquisitions and investments is competitive, especially in technology start-ups that focus on data analytics and other fast-growing sectors. As a result of this competitive environment, for any target company that the Blue Impact business desires to acquire to build out or complement its service offering and geographic coverage, there may be significant competition from other potential acquirers or investors, which could increase the purchase price of such target companies or prevent the Blue Impact business from achieving its acquisition goals. In addition, while the Blue Impact business’ evaluation of any potential acquisition or investment includes business, legal and financial due diligence with the goal of identifying and evaluating the material risks involved, the Blue Impact business may be unsuccessful in ascertaining or evaluating all such risks. For instance, it may take longer than anticipated to realize the expected benefits from these transactions, or those benefits may ultimately be smaller than anticipated or not realized at all.

Although the Blue Impact business believes it will be able to successfully integrate newly acquired businesses into its existing operations, it may experience difficulty integrating new employees, services, assets or systems into its organization. Talent is among the Blue Impact business’ most valuable assets, and the Blue Impact business also may not realize the intended benefits of a transaction if it fails to retain targeted personnel. In addition, any future acquisitions, joint ventures or similar relationships may divert management’s attention and other corporate resources from other business needs. Further, the Blue Impact business may be unable to realize the revenue improvements, cost savings and other intended benefits of any such transaction. The occurrence of any of these events could result in decreased revenues, net income and earnings per share. If Blue Impact business to realize the intended advantages of any given investment or acquisition, or if it does not identify or correctly measure the associated risks and liabilities, its business, financial condition, results of operations and prospects could be materially adversely affected.

Failure to manage its growth effectively and efficiently could materially adversely affect the Blue Impact business.

Several of the Blue Impact business’ agencies have experienced significant growth in a short period of time. The Blue Impact business’ revenue, excluding billable expenses for the fiscal year ended December 31, 2018 was $307.4 million, an increase of 22.6% from $250.8 million for the fiscal year ended December 31, 2017. In addition, the agencies that comprise the Blue Impact business were acquired by BlueFocus in recent years. The Blue Impact business intends to continue to expand its services and operations to better serve its clients around the world. While the Blue Impact business believes it has historically been able to successfully integrate newly acquired businesses into its existing operations, in order to manage its intended organic and acquisition driven expansion effectively, the Blue Impact business must continually evaluate and evolve its organization. It must also manage its employees, operations, finances, technology and capital investments efficiently. The Blue Impact business’ efficiency, productivity and the quality of its platform and service offering may be adversely impacted if it fails to appropriately coordinate across its organization. Additionally, the Blue Impact business’ rapid growth may place a strain on its resources, infrastructure and ability to maintain the quality of, and successfully integrate, its platform. Failure to manage its growth effectively and efficiently could thus result in a deterioration of the Blue Impact business’ services, which would in turn materially adversely affect its business, financial condition, results of operations and prospects.

The Blue Impact business may from time to time be subject to claims, controversies, lawsuits and legal proceedings, which could materially adversely affect its business, financial condition, results of operations and prospects.

The Blue Impact business is subject to or involved in various claims, controversies, lawsuits and legal proceedings from time to time. Lawsuits and litigation may cause the Blue Impact business to incur defense costs, utilize a significant portion of its resources and divert management’s attention from its day to day operations, any of which could harm its business. Any settlements or judgments against the Blue Impact business could materially adversely affect its business, financial condition, results of operations and prospects. In addition, negative publicity

regarding claims or judgments made against the Blue Impact business may damage its reputation, which could further materially adversely affect the financial condition, results of operations and prospects of the Blue Impact business.

If the goodwill or other intangible assets of the Blue Impact business become impaired, its financial condition may be materially adversely affected.

The Blue Impact business holds substantial goodwill and other intangible assets on its combined balance sheet, totaling $460.5 million as of December 31, 2018. Under U.S. GAAP, most of these intangible assets must be tested for impairment on an annual basis or more frequently whenever events or circumstances indicate that their carrying value may not be recoverable. If the Blue Impact business’ intangible assets are determined to be impaired in the future, they may be required to record significant, noncash charges to earnings during the period in which the impairment is determined to have occurred. For example, in 2016, Metta recognized an impairment loss on its goodwill and Fuseproject recognized an impairment loss on intangible assets related to royalty rights owed to Fuseproject from a client who ceased making such payments in 2016 and subsequently filed for bankruptcy. Any such charges could, in turn, materially adversely affect the Blue Impact business’ financial condition, results of operations and prospects.

If Blue Impact is unable to accurately estimate the time and resources needed to complete a project for a client, it may not be able to maximize its utilization rate and may achieve lower than anticipated profitability on such project, or may recognize a loss.

The majority of the Blue Impact business’ client contracts are budgeted on the basis of an estimate, set at the outset of the contract, of the amount of time and resources needed to complete the project. As a result, if Blue Impact fails to accurately estimate the amount of time or resources needed to complete a given project, or if unexpected circumstances arise in the course of completion of a project, then personnel and other resources may not be allocated appropriately among various projects, and the Blue Impact business’ personnel may not be utilized to the extent otherwise possible, which could lower the Blue Impact business’ revenues without a corresponding reduction in the fixed costs for such personnel.

The actual amount of time and resources needed to complete a project can vary from the Blue Impact business’ estimates due to a variety of factors, including, but not limited to changes in circumstances that differ from the assumptions that informed the initial estimate, increases in costs that occur subsequent to the making of the estimate that cannot be passed on to clients, the availability of personnel needed to execute a project and changes in applicable laws and regulations.

For the foregoing reasons, any failure to accurately estimate the amount of time and resources needed to complete a project could materially adversely affect the Blue Impact business’ financial condition, results of operations and prospects.

The Blue Impact business’ management team has limited experience managing a public company.

None of the current members of the Blue Impact business’ management team have experience managing a U.S. publicly-traded company, and most do not have experience interacting with public company investors and complying with the complex laws, rules and regulations that govern public companies. The management team in place following the business combination may not be able to successfully or efficiently manage the Blue Impact business’ transition to being a public company.

As a public company, the Blue Impact business will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the NYSE Rules. The Sarbanes-Oxley Act requires, among other things, that a company maintain effective disclosure controls and procedures (“DCP”) and internal controls over financial reporting (“ICFR”). The management team’s limited experience operating a public company may result in operational inefficiencies or errors, or a failure to improve or maintain effective ICFR and DCP necessary to ensure timely and accurate reporting of operational and financial results. To date, the Blue Impact business’ management team has not had to conduct a review of its DCP and ICFR for the purposes of such reporting requirements, and the Blue Impact business’ management team will need to devote a substantial amount of time to these compliance initiatives and may need to add personnel in areas such as accounting, financial reporting, investor relations and legal in connection with operations as a public company. For example, the Blue Impact business is in discussions with a candidate with public company financial reporting experience to become its CFO following the Closing. Ensuring that the Blue Impact business has adequate internal financial and accounting controls and procedures in place is a costly and time consuming effort that needs to be reevaluated frequently. the Blue Impact business’ compliance with existing and evolving regulatory requirements will result in increased administrative expenses and a diversion of management’s time and attention.

Additionally, pursuant to Sections 302 and 404 of the Sarbanes-Oxley Act (“Section 404”), the Blue Impact business will be required to furnish certain certifications and reports by its management on its ICFR, which, after it is no longer an emerging growth company, must be accompanied by an attestation report on ICFR issued by its independent registered public accounting firm. To achieve compliance with Section 404 within the prescribed period, the Blue Impact business will document and evaluate its ICFR, which is both costly and challenging. Implementing any appropriate changes to its internal controls may require specific compliance training for Blue Impact’s directors, officers and employees, entail substantial costs to modify its existing accounting systems, and take a significant period of time to complete. Such changes may not, however, be effective in maintaining the adequacy of its ICFR, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase its operating costs and could materially impair its ability to operate its business. Moreover, effective internal controls are necessary for the Blue Impact business to produce reliable and timely financial reports and are important to help prevent fraud. Any failure by the Blue Impact business to file its periodic reports in a timely manner may cause investors to lose confidence in its reported financial information and may lead to a decline in the price of its common stock.

The Blue Impact business has identified a material weakness in its internal control over financial reporting as of December 31, 2018, that if not corrected, could result in material misstatements in our financial statements.

The Blue Impact business did not previously operate as a standalone company apart from BlueFocus for any period prior to the completion of the business combination. Due in part to the foregoing, as of December 31, 2018, the Blue Impact business management concluded that it had a material weakness related to a design deficiency in the control procedures around the financial statement close activities.

The specific control activities relate to designing and maintaining effective review and approval controls over the period-end reporting process, including maintaining sufficient formal, written policies and procedures governing the financial statement close process in certain entities and their subsidiaries, a lack of an effective and formal management review over period-end adjustments relating in particular to areas such as: revenue and related balance sheet accounts, accrued liabilities and tax-related adjustments, and designing and maintaining adequate review and approval controls, including the use of appropriate technical expertise in accounting and taxation matters, when recording complex or non-routine transactions such as those involving revenue recognition, tax-related adjustments, acquisitions and asset impairment triggers and modeling. Although the Blue Impact business is in the process of addressing and remediating the deficiencies that gave rise to this material weakness, this deficiency has not been remediated as of the date of this filing. The material weakness will not be fully remediated until, in the opinion of the Blue Impact business management, the revised control procedures are put into place and have been operating for a sufficient period of time to provide reasonable assurances as to their effectiveness.

In future periods, if other material weaknesses or significant deficiencies are revealed, the correction of any such material weakness or significant deficiency could require additional remedial measures such as additional personnel, which could be costly and time-consuming. If a material weakness exists as of a future period year-end (including a material weakness identified prior to year-end for which there is an insufficient period of time to evaluate and confirm the effectiveness of the corrections or related new procedures), the Blue Impact business management will be unable to report favorably as of such future period year-end to the effectiveness of our control over financial reporting. If the Blue Impact business fails to remedy its material weakness or should it determine in future fiscal periods that it has additional material weaknesses in its internal control over financial reporting, the reliability of its financial reports may be impacted, investors may lose confidence in its reported financial information and a decline in the price of its common stock may occur.

Seasonal fluctuations in the Blue Impact business could have a material impact on its revenue, cash flow and results of operations.

Blue Impact’s revenue, cash flow, results of operations and other key operating and performance metrics may vary from quarter to quarter due to the seasonal nature of clients’ spending on marketing campaigns. For example, clients tend to devote more of their marketing budgets to the fourth quarter to coincide with consumer holiday spending. Moreover, Blue Impact may experience lower revenue in the first quarter of the year as clients recalibrate their advertising & marketing budgets after the holiday selling season and demand for services decreases. The Blue Impact business’ historical financial performance has not been significantly impacted by seasonality, but if its growth rate declines or seasonal spending becomes more pronounced, seasonality could have a material impact on Blue Impact’s revenue, cash flow and results of operations from period to period.

There may be material limitations in the unaudited results for the Blue Impact business for the year ended December 31, 2016 and the six months ended June 30, 2019 and 2018.

The unaudited results for the Blue Impact business for the year ended December 31, 2016 contained in this proxy statement have not been reviewed or audited by an independent registered public accounting firm and the unaudited results for the Blue Impact business for the six months ended June 30, 2019 and 2018 have not been audited by an independent registered public accounting firm. If the financial results for the Blue Impact business for the year ended December 31, 2016 and for the first six months ended June 30, 2019 and 2018 had been audited, they may have differed materially from those contained in this proxy statement. Accordingly, you should not place undue reliance on such financial information.

Following the consummation of the business combination, the Blue Impact business will rely on BlueFocus to provide certain critical services which may be difficult or impossible to replace on a cost effective basis or at all.

The ability of Madhouse and its affiliates to purchase and resell advertisement or media space on various websites operated outside of China (for example, Google and Facebook) is critical to the Madhouse business. Most of these websites typically only enter into contractual purchase arrangements with one legal entity for each corporate group of companies. Currently, Madhouse relies on BlueFocus and its affiliates to purchase required media space on such websites and remit to it the related rebate earned from the website with respect to purchased media space. If there is a material change in the relationship between BlueFocus and Google, Facebook or any other material customers, it may materially adversely impact the Blue Impact business. If there is a material change in Google’s, Facebook’s or any other material customers’ ability or desire to do business in China, it may also materially adversely impact the Blue Impact business.

Under the terms of the China Commercial Collaboration and Shared Services Agreement between Madhouse and BlueFocus (the “Collaboration Agreement”), which has an initial term of three years with potential annual renewals thereafter, BlueFocus and its applicable affiliates will continue to (i) allow and facilitate such advertisement purchases on terms substantially similar to those received by BlueFocus for such purchases; and (ii) maintain the existing back to back arrangements with a 100% rebate pass through with respect to advertisement purchases made by Madhouse through BlueFocus and its affiliates. Under the Collaboration Agreement, if either Madhouse or its affiliates, on the one hand, or BlueFocus, on the other hand, establishes any new media supplier relationships during the term that are more favorable than those enjoyed by the other party, that party must use commercially reasonable efforts to allow and facilitate the other party to make advertisement purchases through such party and make substantially similar back to back arrangements with 100% rebate pass through for such advertisement purchases to be made through such party. Although Madhouse may seek to secure its own contractual purchase arrangements prior to or following any termination of the Collaboration Agreement, it may fail to do so on favorable commercial terms or at all. If Madhouse is unable to secure advertising space through BlueFocus and its affiliates, it may be required to purchase that space, to the extent available, from third party brokers or sellers (likely on less favorable terms).

Under the Collaboration Agreement, BlueFocus has also agreed to continue to provide certain other services to Madhouse to support its future operations in China on agreed upon terms. Although Madhouse may opt to replace those services at any time, it may be difficult for Madhouse to replace those services on a cost effective basis or at all.

Risks Related to the International Operations of the Blue Impact business

Global business risks and costs could materially adversely affect the Blue Impact business.

The Blue Impact business is a global business that as of September 30, 2019 has operations in 13 countries, spanning across North America, Europe, the Middle East and Asia Pacific. A global platform subjects the Blue Impact business to many challenges associated with supporting a rapidly growing business across a multitude of cultures and customs, including:

• higher costs and difficulties inherent in managing cross-border business operations and complying with varying tax, monetary, commercial, legal and regulatory systems and infrastructures;

• pressure on its ability to efficiently provide its clients with integrated service offerings;

• laws governing the manner in which future business combinations may be effected;

• currency fluctuations and exchange controls;

• rates of inflation;

• cultural and language differences;

• local labor and employment regulations;

• tax issues, such as tax law changes and variations in tax laws as compared to the United States;

• differing protection and enforcement of intellectual property rights;

• varying social, political and economic conditions;

• greater exposure to civil disturbances, terrorist attacks, natural disasters and wars; and

• potential government appropriation of assets.

The Blue Impact business’ ability to manage its business and conduct its operations globally thus requires considerable attention and resources. The Blue Impact business may not be able to adequately address these additional risks. If it is unable to do so, its operations might suffer, which may adversely impact its business, results of operations, financial condition and prospects.

The Blue Impact business’ global business also subjects it to the impact of global and regional recessions, especially in the regions in which it operates, and economic and political instability, including those arising as a result of the U.K.’s anticipated exit from the EU (commonly referred to as “Brexit”), recent political unrest in Hong Kong and trade disputes such as that between the United States and China. The Blue Impact business is also subject to the costs and difficulties in managing a distributed workforce. The Blue Impact business’ failure to manage the foregoing risks and challenges successfully could materially adversely affect its business, financial condition, results of operations and prospects.

Further, uncertainties with respect to the Chinese legal system could adversely affect the Blue Impact business. The Chinese legal system is based on written statutes and prior court decisions have limited value as precedents. Since these laws and regulations are relatively new and the Chinese legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties. Since Chinese administrative and court authorities have significant discretion in interpreting, implementing and enforcing statutory provisions and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection that Madhouse and the Blue Impact business’ other operations in China may enjoy than some more developed legal systems. These uncertainties may affect the Blue Impact business’ decisions on the policies and actions to be taken to comply with Chinese laws and regulations, and may affect its ability to enforce its contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from the Blue Impact business.

Furthermore, the Chinese legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have a retroactive effect. As a result, the Blue Impact business may not be aware of its violation of any of these policies and rules until sometime after the violation. In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention.

Additionally, laws regarding foreign investments may impact the Blue Impact business’ plan to expand its geographic reach. For example, the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), adopted by six Chinese regulatory agencies in 2006 and amended in 2009, and some other regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time consuming and complex. Such regulation requires, among other things, that the competent regulatory authorities such as the Ministry of Commerce (“MOFCOM”) and the State Administration for Market Regulation (“SAMR”) be notified in advance of any change of control transaction in which a foreign investor acquires control of a Chinese domestic enterprise, if (i) any important industry is concerned, (ii) such transaction involves factors that impact or may impact national economic security, or (iii) such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or Chinese time honored brand. In the future, the Blue Impact business may seek to acquire complementary businesses in China. Complying with the requirements of the M&A Rules to complete such transactions could be time consuming, and any required approval from MOFCOM and SAMR, may delay or inhibit the Blue Impact business’ ability to complete such transactions, which could materially adversely affect its ability to expand its business or maintain its Chinese market share. In addition, antitrust filings with SAMR would also be required for deals in which the parties involved satisfy reporting threshold under Chinese law and any such filings will also be very time consuming.

Moreover, post-Closing, Blue Impact’s operations and actions may also be subject to additional restrictions or approval requirements given Blue Valor’s direct, and in turn BlueFocus’s indirect, post-Closing ownership interest in Blue Impact and ability to nominate Blue Impact directors. BlueFocus is organized in China and its shares are traded in

China on the SSE. As a result, Blue Impact will be considered a controlled company for the purposes of PRC regulations and the rules of the SSE, and certain corporate actions proposed to be undertaken by Blue Impact will require reporting to and approval of BlueFocus. For example, in the context of a proposed future acquisition of a U.S. business, these restrictions or approval requirements may require (i) making specified security filings in the United States. (ii) obtaining any required clearances or implementing remedial measures or other safeguards as a condition to receiving any required approval and (iii) for larger acquisitions (in the United States or otherwise) receiving approval from BlueFocus’s board of directors and, for much larger acquisitions, possibly receiving approval from BlueFocus’s shareholders. Any failure by Blue Impact to comply with such rules and regulations, or to obtain the required approval from BlueFocus’s board of directors or shareholders, could prevent or delay Blue Impact from consummating proposed corporate actions.

Any of the foregoing, to the extent it affects the Blue Impact business, could materially adversely affect the business, financial condition, results of operations and prospects of the Blue Impact business.

The Blue Impact business is subject to laws, regulations and industry standards which could pose risks and negatively impact its financial condition or its ability to meet client demand.

The Blue Impact business is subject to a wide variety of laws, regulations and industry standards in the various jurisdictions in which it operates. These laws, regulations and standards govern numerous areas that are important to the Blue Impact business, including, but not limited to, advertising & marketing practices, consumer protection, privacy, information security, data protection and online tracking technologies. Compliance with any of these laws and regulations may affect the efficacy and profitability of the Blue Impact business, particularly with respect to internet based, digital media and targeted advertising & marketing.

One component of the business model of the Blue Impact business is to act as an intermediary between media hubs and advertisers, delivering data that users opt to provide in order to develop targeted advertising. The Blue Impact business is subject to a variety of laws and regulations relating to the collection and use of data and transmissions. The costs of compliance with these laws may increase in the future as a result of the implementation of new laws or regulations, or changes in the interpretation of current laws or regulations. For example, the European Parliament and the Council of the European Union (“EU”) adopted a General Data Protection Regulation (“GDPR”), which became effective in May 2018, superseding previous EU data protection legislation. The GDPR imposes more stringent data privacy and data protection requirements than prior EU data protection laws and provides for greater penalties for noncompliance. The EU is further considering revisions to its e-Privacy Directive that could impact the use of cookies and the use of marketing communications, which could impact the Blue Impact business’ delivery of its services. In addition, some countries are considering or have passed legislation implementing further data protection requirements or requiring local storage and processing of data. Such requirements could increase the cost and complexity of delivering the Blue Impact business’ services.

In the United Kingdom (“U.K.”), although a Data Protection Bill that substantially implements the GDPR became law in May 2018, uncertainty remains regarding how data transfers to and from the U.K. will be regulated. The June 2016 approval by voters of a referendum to leave the EU, and Brexit, has created uncertainty with regard to the regulation of data protection in the U.K. and data transfers between the U.K., the EU and other jurisdictions, and could require the Blue Impact business to make additional changes to the way it conducts its business and transmits data between the U.K., the EU and the rest of the world. Given the Blue Impact business’ substantial operations in the U.K. and Europe, it faces continued uncertainty surrounding the form and consequences of the implementation of Brexit.

In addition, California has enacted the California Consumer Privacy Act (“CCPA”), which takes effect on January 1, 2020 that gives California consumers certain rights, including the right to know what personal information is being collected about them, the right to access that information, the right to have personal information deleted, and the right to say no to the sale of their personal information. Furthermore, New York has enacted the SHIELD Act, which will go into effect in 2020 and imposes more stringent data security requirements on businesses that process or maintain the personal information of New York residents. The CCPA and SHIELD Act could impose additional requirements on the Blue Impact business in regards to the collection and processing of personal information of California and New York consumers, respectively, which could materially affect the manner, means and cost of the Blue Impact business’ data collection practices, and the ability of the Blue Impact business to deliver services with respect to consumers in those states. Other states are also considering similar laws that could similarly impact the Blue Impact business’ delivery of services with respect to consumers in such states.

China has also passed laws that require personal data relating to its citizens to be maintained on local servers and impose additional data transfer restrictions that may affect the Blue Impact business’ ability to transfer the data that it utilizes in the provision of its services.

Additionally, the Blue Impact business may be subject to liability for placing advertisements with content that is deemed inappropriate or misleading pursuant to the laws or regulations of certain countries. For example, Chinese laws and regulations prohibit advertising companies from producing, distributing or publishing any advertisement with content that violates Chinese laws and regulations, impairs the national dignity of China, involves designs of the Chinese national flag, national emblem or national anthem or the music of the national anthem, is considered reactionary, obscene, superstitious or absurd, is fraudulent, or disparages similar products. For instance, as a mobile app advertisement distributor, Madhouse is prohibited from publishing content that violates the foregoing laws and regulations, and bears responsibility for any such violation, even if inadvertent. Although the advertisements that Madhouse publishes domestically and that are subject to this requirement are typically produced by agencies with established review standards and processes to prevent such violations, Madhouse does not undertake its own review of the advertisements it publishes. As a result, Madhouse cannot guarantee that it will not publish advertisements with content that would be deemed inappropriate or misleading in violation of the foregoing laws and regulations. If the Blue Impact business is deemed to be in violation of Chinese law or regulations, it may be subject to penalties, including suspension of publishing, confiscation of the revenues related to these advertisements, levying of fines and suspension or termination of its advertising business, any of which could materially adversely affect the business, financial condition, results of operations and prospects of the Blue Impact business. Furthermore, the Blue Impact business may be subject to claims by consumers misled by information in its ads. The Blue Impact business may not be able to recover its losses from advertisers by enforcing the indemnification provisions in its contracts with them. As a result, the business, financial condition, results of operations and prospects of the Blue Impact business could be materially adversely affected.

Additionally, laws and regulations in Canada and other jurisdictions where the Blue Impact business operates prohibit advertising companies from producing, distributing or publishing any advertisement with content that violates such laws and regulations regarding, for instance, advertisement to children or the advertisement of tobacco or cannabis. The Blue Impact business cannot guarantee that it will be able to entirely eliminate advertisements with content that would be deemed in violation of such laws and regulations. Furthermore, on July 1, 2014 the Canadian government adopted the Canadian Anti-Spam Law (“CASL”) to reinforce best practices in email marketing and to combat email spam and related issues. CASL imposes more stringent consent processes than previously applicable laws and provides for greater penalties for noncompliance. Although the Blue Impact business has review procedures to aid in compliance, it cannot guarantee that it can entirely eliminate email transmissions that would be deemed in violation of CASL. If the Blue Impact business is deemed to be in violation of such laws or regulations, it may be subject to penalties which could materially adversely affect the financial condition, results of operations and prospects of the Blue Impact business.

The regulatory framework for privacy issues across the globe is evolving and is likely to remain uncertain for the foreseeable future. Furthermore, the occurrence of unanticipated events often rapidly drives the adoption of legislation or regulation affecting the use of data and the manner in which the Blue Impact business conducts its business. For instance, restrictions could be placed on the collection, management, aggregation and use of information, which could result in a material increase in the cost of collecting or otherwise obtaining certain kinds of data, and which could limit the ways in which the Blue Impact business may use, analyze or disclose such data. If such restrictions make the Blue Impact business unable to transfer data between countries and regions in which it operates, the manner in which it provides its services and its financial condition could be materially adversely affected. Any failure to achieve the foregoing mandated data protection standards may result in reputational damage, lawsuits, regulatory fines or other sanctions or liabilities and could materially adversely affect the Blue Impact business’ ability to meet client demands, which could result in a decline in client spending for its services and thereby materially adversely affect the financial conditions, results of operations and prospects of the Blue Impact business.

The Blue Impact business also faces additional risks associated with regulatory and legal compliance as a result of its global operations, including with respect to anti-bribery laws, import and export control laws, economic sanctions. Such laws and regulations can be comprehensive, complex and stringent, and may limit its ability to operate in certain geographic regions or to provide services to certain potential clients. These restrictions can place the Blue Impact business at a competitive disadvantage with respect to those competitors who may not be subject to comparable restrictions. Failure to comply or to implement business practices that sufficiently prevent corruption or violation of sanctions laws could result in significant remediation expense and expose the Blue Impact business to significant civil and criminal penalties and reputational harm.

Currency exchange rate fluctuations could impact Blue Impact and its results of operations and financial position.

The Blue Impact business’ non U.S. operations represent over 70% of its 2018 revenue, excluding billable expenses. A significant portion of the operations of the Blue Impact business are conducted in currencies other than the U.S. Dollar, which is its reporting currency, such as the Canadian Dollar, Chinese Yuan Renminbi, Euro and British Pound Sterling, fluctuations in exchange rates between the U.S. Dollar and such currencies may materially

adversely affect Blue Impact’s financial results. For instance, assets and liabilities are translated into U.S. Dollars for reporting purposes at the exchange rate on the date of a given balance sheet, and revenue and expenses are translated at the average exchange rate for the period covered by a given income statement. As a result of a strengthening of the U.S. Dollar in comparison to the operating currencies of one of Blue Impact’s subsidiaries, Blue Impact’s revenue as reported in U.S. Dollars could decrease as compared to a previous period, for instance, as a result of the exchange rate fluctuation. In addition, Blue Impact may recognize substantial net foreign currency transaction gains or losses in a given period, which could materially impact its net income.

Changes in applicable tax laws, policies and regulations may result in additional tax liabilities, which could materially adversely affect the Blue Impact business.

The Blue Impact business is subject to taxation in Canada, China, the United Kingdom, the United States and multiple other jurisdictions. Its tax obligations are based in part on its corporate operating structure, including the jurisdictions in which it operates, how tax authorities assess revenue based taxes, the scope of its global operations and the value it ascribes to its intercompany transactions. Taxing authorities may challenge the Blue Impact business’ tax positions and methodologies, as well as its positions regarding the jurisdictions in which it is subject to taxes. Any such challenges may adversely impact the Blue Impact business’ tax positions by resulting in additional taxes for prior periods, interest and penalties, as well as higher future taxes. Moreover, any changes to tax laws, regulations, policy or accounting principles by federal, state and local, or foreign authorities may result in additional tax liabilities, which could materially adversely affect the financial condition, results of operations and prospects of the Blue Impact business.

As a result of the Blue Impact business being subject to taxation in multiple jurisdictions, its effective tax rate will be derived from a combination of applicable tax rates in the various jurisdictions in which it operates. In preparing its financial statements, the Blue Impact business believes it will reasonably estimate the amount of tax that will become payable in each of such jurisdictions. This determination, however, requires significant estimates and judgement, and the Blue Impact business’ effective tax rate may be different than experienced in the past due to numerous factors, including changes in the mix of its profitability from country to country, changes in accounting for income taxes and changes in tax laws. Any of these factors could cause the Blue Impact business to experience an effective tax rate significantly different from previous periods or current expectations, which could materially adversely affect the financial condition, results of operations and prospects of the Blue Impact business.

Additionally, the Blue Impact business is subject to audit by the taxation authorities of the various national and local jurisdictions in which it operates, and the final outcome of tax audits and related litigation could be materially different from that reflected in its income tax provisions and accruals. For instance, certain of the entities comprising Vision 7 have been under audit by the Canadian tax authorities since 2016 concerning the deductibility of certain expenses incurred in 2014 and the valuation used during the sale of such entities during the same year. Vision 7 believes it has a valid position and, therefore, no amount is currently recorded in the financial statements. Although Vision 7 may have recourse against the relevant sellers for additional tax charges that may be levied pursuant to this audit, Vision 7 may be subject to additional charges that would not be covered by such sellers. Furthermore, although such recourse is joint and several as among the various sellers, there is no guarantee that Vision 7 would be able to fully collect all amounts due under these assessments and in a timely fashion in order to put such amounts towards such assessments when due. This could materially adversely affect Vision 7’s results of operations and cash flows, and any unfavorable resolution of any other audits or litigation could materially adversely affect the financial condition, results of operations and prospects of the Blue Impact business.

Changes in the economic, political or social conditions or government policies in China could materially adversely affect the Blue Impact business and its operations.

Substantially all of Madhouse’s assets and operations are located in China. In addition, Metta, Fuseproject and We Are Very Social also have assets and operations in China and the Blue Impact business intends to expand its operations in China going forward. Accordingly, the financial condition, results of operations and prospects of the Blue Impact business may be influenced to a significant degree by political, economic and social conditions in China generally. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial

policies. The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. As a result, changes in government policies have the ability to materially adversely affect the financial condition, results of operations and prospects of the Blue Impact business.

While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy, and its growth rate has slowed in recent years. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on the Blue Impact business. For example, Madhouse’s financial condition and results of operations may be adversely affected by changes in tax regulations. In addition, in the past the Chinese government has implemented certain measures, including interest rate increases, to control the pace of economic growth. These measures may cause decreased economic activity in China, and the growth rate of the China’s economy has slowed down since 2012. Any prolonged slowdown in the Chinese economy may reduce the demand for the Blue Impact business’ services in China and could materially adversely affect the financial condition, results of operations and prospects of the Blue Impact business.

Stockholders of Blue Impact may face difficulties in protecting their interests because the subsidiary entity containing the Blue Impact business will be incorporated under Cayman Islands law, which differs in some respects from the laws in the United States and other jurisdictions.

Pursuant to the Share Exchange Agreement, prior to the consummation of the business combination, BlueFocus and the Seller will undertake a reorganization whereby the entities containing the Blue Impact business will be placed into a wholly-owned subsidiary of the Seller that will be incorporated under Cayman Islands law (the “the Blue Impact Target”), the shares of which will then be purchased by Legacy. As a result of this structure, the corporate affairs of the Blue Impact Target will be governed by, among other things, the companies law and the common law of the Cayman Islands. Therefore, to the extent that a suit brought against Blue Impact has recourse to its assets, those assets will consist primarily of the shares of Blue Impact Target which will be governed by Cayman Islands law. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands, as well as that from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The laws of the Cayman Islands relating to securities, the enforcement of judgments and the imposition of liens over securities differ in some respects from, and are not as clearly established as, those in the United States and other jurisdictions. As a result, the recourse available to Blue Impact stockholders over such shares of Blue Impact Target may be different compared to the laws of other jurisdictions. As a result of the foregoing, stockholders of Blue Impact may encounter different issues in protecting their interests through actions seeking recourse to the Blue Impact business’ assets, namely the shares of Blue Impact Target, as compared to stockholders of a corporation incorporated in the United States or other jurisdictions.

Our business may be negatively affected by the potential obligations to make additional social insurance and housing fund contributions.

The Blue Impact business is required by PRC laws and regulations to pay various statutory employee benefits, including pensions, housing fund, medical insurance, work related injury insurance, unemployment insurance and maternity insurance to designated government agencies for the benefit of its employees. The relevant government agencies may examine whether an employer has made adequate payments of the requisite statutory employee benefits, and employers who fail to make adequate payments may be subject to late payment fees, fines and/or other penalties. If the relevant PRC authorities determine that the Blue Impact business must make supplemental social insurance and housing fund contributions or that the Blue Impact business is subject to fines and legal sanctions in relation to its failure to make social insurance and housing fund contributions in full for its employees, its business, financial condition and results of operations may be adversely affected.

Risks Related to the Business Combination

The Blue Impact business may require additional capital in the future to pursue its business objectives and respond to business opportunities, challenges or unforeseen circumstances, and financing may not be available on acceptable terms or at all.

As Legacy intends that the Blue Impact business will continue to make investments to support the growth of its business following the business combination, it may in the future require additional capital to pursue its business objectives and respond to business opportunities, challenges or unforeseen circumstances, including expanding its service offering and geographic coverage, developing and improving its data analytics and artificial intelligence tools, enhancing its operating infrastructure and acquiring complementary businesses and technologies. However, additional funds may not be available when the Blue Impact business needs them, on terms that are acceptable to it, or at all. Repayment of any debt financing obtained by the Blue Impact business may divert a substantial portion of cash flow to repay principal and service interest on such debt, which would reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes; and the Blue Impact business may suffer default and foreclosure on its assets if its operating cash flow is insufficient to service debt obligations, which could in turn result in acceleration of obligations to repay the indebtedness and limit its sources of financing.

If Blue Impact raises additional funds through further issuances of equity or convertible debt securities in the future, its stockholders at such time could suffer significant dilution, and any new equity securities that Blue Impact issues could have rights, preferences and privileges superior to those shares of Blue Impact that current holders of Legacy’s shares will hold following the business combination. If Blue Impact is unable to obtain adequate financing or financing on satisfactory terms when required, its ability to continue to pursue its business objectives, fund its growth and respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and its business, financial condition, results of operations and prospects could be materially adversely affected.

Following the consummation of the business combination, BlueFocus may act in its own interests and the Blue Impact business may have conflicts of interest with BlueFocus which may not be resolved on favorable terms.

Although the Blue Impact business will operate as a standalone public company following the consummation of the business combination, the Blue Impact business will be an affiliate of BlueFocus and will be a “controlled company” of BlueFocus within the meaning of the NYSE Rules. BlueFocus may from time to time make strategic and other decisions that it believes are in the best interests of its business as a whole or its public stockholders and not in the interests of the Blue Impact business or its public stockholders.

In addition, conflicts of interest may arise between the Blue Impact business and BlueFocus in a number of areas relating to their past and ongoing relationships. Following the consummation of the business combination, potential conflicts of interest could include:

• Indemnification arrangements. Under the Share Exchange Agreement, the Seller has agreed to indemnify the Blue Impact business, subject to certain limitations and exceptions, for various matters including (i) breaches of representations and warranties and covenants under the Share Exchange Agreement, (ii) certain tax matters with respect to the pre-Closing operations of Madhouse and (iii) various taxes relating to the reorganization of the pre-Closing the Blue Impact business.

• Earnout payments and related covenants. Under the Share Exchange Agreement, the Seller is eligible to receive a potential one time earnout payment of up to $222.0 million, based on the Madhouse EBITDA Average Annual Growth Rate (as defined in the Share Exchange Agreement) for the three year earnout period which runs for the calendar years 2020 through 2022. The Seller has partially and irrevocably assigned a portion of any earnout payment to fund a long-term incentive plan to be established for the benefit of designated individuals employed or associated with Madhouse and its affiliates. These other interests in respect of the earnout payment are distinct from, and potentially conflict with, the interests of the Blue Impact business and the Blue Impact business’ other stockholders. Although the Share Exchange Agreement requires all determinations made by the Blue Impact business with respect to the earnout payment to be made by an independent director committee of the Blue Impact business, the Share Exchange Agreement, among other things, contains various post-Closing operating covenants of Madhouse for the Seller’s benefit and that generally limit actions by the Blue Impact business that may adversely impact the earnout payment. These covenants may limit Blue Impact’s ability to operate Madhouse in the interests of its other stockholders and may result in potential conflict with the Seller and BlueFocus.

• Potential competition and allocation of business opportunities. Although BlueFocus is expected to use the Blue Impact business as its principal vehicle for pursuing business opportunities outside of China, BlueFocus will generally have the ability to compete with the Blue Impact business globally or in China. However, (i) during the term of the Collaboration Agreement, BlueFocus and Madhouse have agreed not to solicit each other’s employees or customers and (ii) as a matter of policy, Blue Impact’s directors also serving as BlueFocus directors are expected to first present to the Blue Impact business any corporate opportunities relevant to the Blue Impact business. If the Blue Impact business elects not to pursue or fails to timely pursue any such opportunity, BlueFocus will be free to pursue such opportunity.

• Sale of the Blue Impact shares. Under the terms of the Investor Rights Agreement, prior to June 30, 2021, Seller, an indirect, wholly owned subsidiary of BlueFocus, will be subject to a lock up provision preventing it from selling its Blue Impact shares, subject to certain carve outs. Thereafter, Seller may sell all or a portion of its Blue Impact shares to a third party, including to a competitor of the Blue Impact business, possibly giving such third party substantial influence over the Blue Impact business’ or affairs. Such a sale could be contrary to the interests of Blue Impact’s employees or other stockholders.

The Share Exchange Agreement and Collaboration Agreement contain provisions meant to deal with and resolve any disputes that arise under those agreements between the Blue Impact business and BlueFocus. However, the Blue Impact business may be unable to resolve any potential conflicts that arise under those agreement, or that otherwise generally arise. The resolution of any such disputes or conflicts may be less favorable to it than if the Blue Impact business were dealing with a non-controlling stockholder.

The Blue Impact business’ financial information included in this proxy statement and the unaudited pro forma financial information included in this proxy statement may not be representative of its financial condition and results of operations if it had been operating as a standalone company.

For all periods presented in the Blue Impact business’ financial statements, its combined financial statements include all assets, liabilities, revenues, expenses and cash flows that were directly attributable to the Blue Impact business, whether held or incurred at the time by BlueFocus or by the Blue Impact business following the consummation of the business combination. Only those assets and liabilities that are specifically attributable to the Blue Impact business are included in its combined balance sheets. Because the Blue Impact business did not previously operate as a standalone company apart from BlueFocus for any period prior to the completion of the business combination, the Blue Impact business had to make certain estimates and assumptions in its historical financial statements. Although the Blue Impact business’ management believes that the assumptions underlying its financial statements are reasonable, its financial statements may not necessarily reflect its results of operations, financial position and cash flows as if it had operated as a standalone company during the periods presented.

Furthermore, the unaudited pro forma financial information in this proxy statement was prepared using management accounts and has not been reviewed or audited by an independent registered public accounting firm. It is presented for illustrative purposes only and is not necessarily indicative of what the Blue Impact business’ actual financial position or results of operations would have been had the Blue Impact business always existed or had existed for the periods presented, or which may be realized in the future. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

In addition, following the consummation of the business combination, the Blue Impact business will incur substantial costs associated with operating as a public company listed on the NYSE, which it did not incur previously. The amount of these costs may differ from the projections accounted for in the pro forma financial information included in this proxy statement, and will be in addition to costs reflected in the Blue Impact business’ combined financial statements included in this proxy statement. As a result of the foregoing, you should not view the Blue Impact business’ historical results or the pro forma financial information included in this proxy statement as indicative of the future performance of the Blue Impact business.

Legacy and the Blue Impact business have incurred and expect to incur significant costs associated with the business combination.

Legacy and the Blue Impact business expect to incur significant costs associated with the business combination. Whether or not the business combination is completed, Legacy and the Blue Impact business expect to incur approximately $47 million in combined transaction expenses, which are comprised of (i) an approximate $22 million in fees and

expenses to Legacy’s and the Blue Impact business’ financial advisors, (ii) an estimated $10 million in legal fees to Legacy’s and the Blue Impact business’ attorneys, (iii) an estimated $11 million in accounting expenses to Legacy’s and the Blue Impact business’ accountants, and (iv) approximately $4 million relating to other fees and expenses incurred in connection with the business combination. These expenses will reduce the amount of cash available to be used for other corporate purposes by Legacy if the business combination is not consummated, in which case Legacy may not have sufficient funds to seek an alternative business combination and may be forced to liquidate and dissolve.

Legacy’s initial stockholders have agreed to vote in favor of the business combination, regardless of how Legacy’s public stockholders vote.

Legacy’s initial stockholders have agreed to vote their Founder Shares, as well as any public shares purchased during or after Legacy’s IPO, in favor of an initial business combination. Legacy’s initial stockholders own approximately 20.4% of Legacy’s outstanding shares of stock. As a result, in addition to the Founder Shares, Legacy would need a total of 10,902,590, or approximately 37.2%, of the outstanding 29,305,180 public shares to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have the business combination approved. Accordingly, it is more likely that the necessary stockholder approval will be received for the business combination than would be the case if Legacy’s initial stockholders agreed to vote their Founder Shares in accordance with the majority of the votes cast by Legacy’s public stockholders.

Furthermore, assuming only the minimum number of stockholders required to be present at the stockholders’ meeting held to approve the business combination are present at such meeting, Legacy would need only 10,902,591 of the outstanding 29,305,180 public shares, or approximately 37.2% of the outstanding public shares, to be voted in favor of the business combination in order to have it approved.

Since Legacy’s Sponsor, executive officers and directors will lose their entire investment in Legacy if a business combination is not completed in time, a conflict of interest may arise in determining whether a particular business combination target is appropriate for Legacy’s initial business combination.

In October 2016, Legacy’s Sponsor purchased an aggregate of 5,750,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. On September 18, 2017, Legacy effectuated a 1.5-for-1 stock split in the form of a dividend, resulting in 8,625,000 Founder Shares outstanding and held by the Sponsor (up to 1,125,000 of which are subject to forfeiture). The Founder Shares will be worthless if Legacy does not complete an initial business combination. In addition, the Sponsor purchased 17,500,000 private placement warrants, each exercisable for one-half of one share of Legacy’s stock at $5.75 per half share, for a purchase price of $8.75 million that will also be worthless if Legacy does not complete a business combination.

The Founder Shares are identical to the shares of Legacy’s stock except that (i) the Founder Shares are subject to certain transfer restrictions, (ii) Legacy’s initial stockholders, officers, directors and director nominees entered into a letter agreement with Legacy, pursuant to which they agreed (a) to waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of Legacy’s initial business combination, (b) to waive their rights to liquidating distributions from the trust account with respect to their Founder Shares if Legacy fails to complete an initial business combination before the deadline for the completion of an initial business combination (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if Legacy fails to complete a business combination within the prescribed time frame); (iii) the Founder Shares will automatically convert into shares of Legacy’s stock at the time of its initial business combination on a one for one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein; and (iv) the Founder Shares are subject to registration rights.

The personal and financial interests of Legacy’s executive officers and directors may influence their motivation in approving, promoting and completing the business combination, especially as the deadline imposed pursuant to the Extension Amendment nears.

Legacy will not obtain an opinion from an unaffiliated third party as to the fairness of the business combination to its stockholders.

Legacy is not required to obtain an opinion from an unaffiliated third party that the price it is paying to consummate the business combination is fair to its public stockholders from a financial point of view. Legacy’s public stockholders must therefore rely solely on the judgment of Legacy’s board of directors for such assessment.

The exercise of Legacy’s initial stockholders’ discretion in agreeing to changes or waivers in the terms of the business combination may result in a conflict of interest when determining whether such changes to the terms of the business combination or waivers of conditions are appropriate and in the best interests of Legacy’s stockholders.

In the period leading up to the Closing, events may occur that, pursuant to the Share Exchange Agreement, would require Legacy to agree to amend the Share Exchange Agreement, to consent to certain actions taken by the Seller, or to waive rights that Legacy is entitled to under the Share Exchange Agreement. Such events could arise because of changes in the course of the Blue Impact business, a request by the Seller to undertake actions that would otherwise be prohibited by the terms of the Share Exchange Agreement, or the occurrence of other events that would have a material adverse effect on the Blue Impact business and would entitle Legacy to terminate the Share Exchange Agreement. In any such circumstances, it would be at Legacy’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of the financial and personal interests of Legacy’s officers and directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what they may believe is best for Legacy and what they may believe is best for themselves in determining whether or not to take the requested action.

Legacy does not have a specified maximum redemption threshold and, subject to limited exceptions, its public stockholders may redeem all of their shares. However, pursuant to its charter, Legacy will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 and, under the Share Exchange Agreement, if the funds in Legacy’s trust account are less than $120 million upon the consummation of the business combination, Legacy may not be able to complete the business combination. These thresholds may make it possible for Legacy to complete the business combination even though a substantial majority of its stockholders redeem their shares or do not agree with the business combination.

Legacy’s amended and restated certificate of incorporation does not provide a specified maximum redemption threshold and, subject to limited exceptions, its public stockholders may redeem all of their shares. However, (i) pursuant to its charter, in no event will Legacy redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon the consummation of the business combination (such that it becomes subject to the SEC’s “penny stock” rules) and (ii) the Share Exchange Agreement includes as a condition to Closing that the funds contained in the trust account must equal or exceed $120,000,000 plus all accrued interest available to Legacy as of Closing such that if redemptions cause this condition to not be satisfied, Legacy may not be able to complete the business combination. As a result, Legacy may be able to complete the business combination even though a substantial majority of its public stockholders redeem their shares or do not agree with the business combination or have entered into privately negotiated agreements to sell their shares to Legacy’s sponsor, officers, directors, advisors or their affiliates. In the event the aggregate cash consideration that Legacy would be required to pay for all shares of stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Share Exchange Agreement exceed the aggregate amount of cash available to Legacy, it will not complete the business combination or redeem any shares, all shares of stock submitted for redemption will be returned to the holders thereof, and Legacy would instead have to search for an alternate business combination or liquidate.

The Blue Impact business and its stockholders will only have limited protection of any indemnification, price adjustment, or other provisions that allow for a post-Closing adjustment to be made in the event that any of the representations and warranties made by the Seller in the Share Exchange Agreement ultimately prove to be inaccurate or incorrect.

The representations and warranties made by the Seller to Legacy in the Share Exchange Agreement will generally survive for a period of three (3) years after the Closing. As a result, after the expiration of such period, the Blue Impact business and its stockholders will not have the protection of any indemnification, if any representation or warranty made by the Seller in the Share Exchange Agreement proves to be inaccurate or incorrect or there is a breach of a pre-Closing covenant, except for any fraud claims. Accordingly, to the extent such representations or warranties are incorrect or there is a breach of a pre-Closing covenant by the Seller, the Blue Impact business would have limited indemnification claims with respect thereto and its financial condition or results of operations could be adversely affected.

The Blue Impact business will be required to meet the initial listing requirements to be listed on the NYSE, which it may not be able to do. Even if Blue Impact’s securities are so listed, Blue Impact may be unable to maintain the listing in the future.

If, following the business combination, Blue Impact fails to meet the initial listing requirements and the NYSE does not list its securities on its exchange, Blue Impact could face significant material adverse consequences, including:

• a limited availability of market quotations for its securities;

• a limited amount of news and analyst coverage for the Blue Impact business; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

Any of the foregoing could materially adversely affect the Blue Impact business’, financial condition, results of operations and prospects.

Following the business combination, the Blue Impact business will be a “controlled company” within the meaning of the NYSE Rules and, as a result, will rely on exemptions from certain corporate governance requirements that provide protection to stockholders of other companies.

Following the business combination, the Blue Impact business will be a “controlled company” as defined under the NYSE Rules because BlueFocus will control more than 50% of its voting rights. For so long as the Blue Impact business remains a controlled company under that definition, it is permitted to elect to rely, and will rely, on certain exemptions from corporate governance rules, including exemptions from the rules that require that that a majority of its board of directors, its nominating and corporate governance committee and its compensation committee must be independent directors.

Blue Impact will be an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies may make its securities less attractive to investors.

Following the business combination, Blue Impact will be an “emerging growth company,” as defined in the JOBS Act. It may remain an “emerging growth company” until December 31, 2022, the last day of the fiscal year following the fifth anniversary of the completion of Legacy’s initial public offering on November 8, 2017. However, Blue Impact could lose that status sooner if its total annual gross revenues exceed $1.07 billion, if it issues more than $1.0 billion in nonconvertible debt in a three-year period, or if the market value of its common shares held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, in which case Blue Impact would cease to be an emerging growth company as of the following fiscal year. As an emerging growth company, Blue Impact is not required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, which would require that Blue Impact’s internal control over financial reporting be audited by its independent registered public accounting firm, has reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and is exempt from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Additionally, as an emerging growth company, Blue Impact has elected to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies (as defined under Section 2(a) of the Sarbanes-Oxley Act). As such, Blue Impact’s financial statements may not be comparable to companies that comply with public company effective dates. Investors may find the Blue Impact common stock less attractive because it may rely on these exemptions, or if it chooses to rely on additional exemptions in the future. As a result, there may be a less active trading market for its common stock and its stock price may be more volatile.

If the benefits of the business combination do not meet the expectations of investors, stockholders or financial analysts, the market price of Blue Impact’s shares may decline.

If the benefits of the business combination do not meet the expectations of investors, stockholders or financial analysts, the market price of Blue Impact’s shares may be materially adversely affected. The market values of Blue Impact’s shares at the time of the Closing may vary significantly from the prices of Legacy’s securities on the date the Share Exchange Agreement was executed, the date of this proxy statement or the date on which Legacy’s stockholders vote on the business combination.

In addition, following the business combination, fluctuations in the price of Blue Impact’s securities could contribute to the loss of all or part of your investment. Prior to the business combination, there has not been a public market for Blue Impact’s stock and trading in Legacy’s shares has not been active. Accordingly, the valuation ascribed to Blue Impact in the business combination may not be indicative of the price that will prevail in the trading market following the business combination. If an active market for Blue Impact’s securities develops and continues, the trading price of Blue Impact’s securities following the business combination could be volatile and subject to wide fluctuations in response to various factors, some of which will be beyond Blue Impact’s control. Any of the factors listed below could have a material adverse effect on your investment.

Factors affecting the trading price of Blue Impact’s securities following the business combination may include:

• the Blue Impact’s ability to attract and retain senior management or key operating personnel;

• quarterly variations in the Blue Impact’s results of operations;

• changes in government regulations;

• the announcement of acquisitions by Blue Impact or its competitors;

• changes in general economic and political conditions;

• volatility in the financial markets;

• results of Blue Impact’s operations and the operations of others in its industry;

• threatened or actual litigation and government investigations;

• the addition or departure of key personnel;

• actions taken by Blue Impact’s stockholders, including the sale or disposition of their shares; and

• differences between Blue Impact’s actual financial and operating results and those expected by investors and analysts and changes in analysts’ recommendations or projections.

See “Risks Related to the Blue Impact Business.” Additionally, broad market and industry factors may materially harm the market price of Blue Impact’s securities irrespective of its operating performance. The stock market in general, and NYSE in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of Blue Impact’s securities, may not be predictable. A loss of investor confidence in the market for advertising & marketing services stocks or the stocks of other companies which investors perceive to be similar to Blue Impact could depress Blue Impact’s stock price regardless of its business, prospects, financial conditions, or results of operations. A decline in the market price of Blue Impact’s securities also could adversely affect its ability to issue additional securities and its ability to obtain additional financing in the future, further adversely affecting Blue Impact’s financial condition, or prospects.

Following the business combination, if securities or industry analysts do not publish or cease publishing research or reports about the Blue Impact business, its business or its market, or if they change their recommendations regarding Blue Impact’s stock adversely, the price and trading volume of Blue Impact’s stock could decline.

The trading market for Blue Impact’s stock will be influenced by the research and reports that industry or securities analysts may publish about the Blue Impact business, its business, market or competitors. Securities and industry analysts may never publish research on the Blue Impact business. If no securities or industry analysts commence coverage of the Blue Impact business, its stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover the Blue Impact business change their recommendation regarding its stock adversely, or provide more favorable relative recommendations about its competitors, the price of its stock would likely decline. If any analyst who may cover the Blue Impact business were to cease coverage of the Blue Impact business or fail to regularly publish reports on it, it could lose visibility in the financial markets, which could cause Blue Impact’s stock price or trading volume to decline.

Blue Impact will not have operations of its own and will conduct all of its operations through its subsidiaries.

Upon consummation of the business combination, Blue Impact will derive all of its operating income from its subsidiaries. Other than any cash that Blue Impact may retain following the business combination, all of its assets will be held by its direct and indirect subsidiaries. Blue Impact will rely on the earnings and cash flows of its subsidiaries for its cash and financing requirements, including the provision of funds necessary to repay any debt it may incur, which will be paid to Blue Impact by its subsidiaries, if and only to the extent available. The ability of Blue Impact’s subsidiaries to pay dividends or make other payments or distributions to it will depend on their respective operating results and may be restricted by, among other things, the laws of their jurisdiction of organization (which may limit the amount of funds available for the payment of dividends and other distributions to Blue Impact), the terms of existing and future indebtedness and other agreements of Blue Impact’s subsidiaries and the covenants of any future outstanding indebtedness that Blue Impact or its subsidiaries incur. Any limitation on the ability of Blue Impact’s subsidiaries to distribute dividends or other payments to their respective stockholders could materially adversely limit the Blue Impact business’ ability to grow, make investments or acquisitions that could be beneficial to its businesses or otherwise fund and conduct its business, any of which could materially adversely affect the Blue Impact business’, financial condition, results of operations and prospects.

Subsequent to the Closing, the Blue Impact business may be required to take writedowns or writeoffs, restructuring and impairment, or other charges that could materially adversely affect its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Legacy cannot assure you that the due diligence it conducted on the Blue Impact business revealed all material issues that may be present in the Blue Impact business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Legacy’s and the Blue Impact business’ control will not later arise. As a result, the Blue Impact business may be forced to later write down or write off assets, restructure its operations, or incur impairment or other charges that could result in losses. Unexpected risks may arise and previously known risks may materialize in a manner not consistent with Legacy’s preliminary risk analyses. Even though these charges may be noncash items and not have an immediate impact on the liquidity of the Blue Impact business, the incurrence of charges of this nature could contribute to negative market perceptions about the Blue Impact business or its securities. In addition, charges of this nature may cause the Blue Impact business to be unable to obtain future financing on favorable terms, or at all.

The Blue Impact business’ ability to utilize net operating loss carryforwards and certain other tax attributes may be limited.

Under Section 382 of the Code, if a corporation undergoes an “ownership change” (generally defined as a greater than 50% change (by value) in the ownership of its equity over a three year period), the corporation’s ability to use its pre-change net operating loss carryforwards and certain other pre-change tax attributes to offset its post-change income may be limited. It is expected that Legacy will experience such an ownership change related to the business combination, and the Blue Impact business may experience ownership changes in the future as a result of changes in the ownership of its stock, which may be outside the Blue Impact business’ control. the Blue Impact business’ ability to utilize these net operating loss carryforwards could be limited by an “ownership change,” which could result in increased tax liability to the Blue Impact business, potentially decreasing the value of its stock. There are additional limitations found under Sections 269, 383, and 384 of the Code that may also limit the use of net operating loss carryforwards that may apply and result in increased tax liability to the Blue Impact business, potentially decreasing the value of its stock. In addition, a “Separate Return Limitation Year” (“SRLY”) generally encompasses all separate return years of a member (or predecessor in a Section 381 or other transaction), including tax years in which it joins a consolidated return of another group. According to Treasury Regulation Section 1.1502-21, a net operating losses of a member that arises in a SRLY may be applied against consolidated taxable income only to the extent of the loss member’s cumulative contribution to the consolidated taxable income. As a result, this SRLY limitation may also increase the tax liability to the Blue Impact business (by reducing the carryforward of certain net operating losses that otherwise might be used to offset the amount of taxable gain), potentially decreasing the value of Blue Impact’s stock.

Legacy will be forced to liquidate the trust account if it cannot consummate a business combination by the deadline imposed by its amended and restated certificate of incorporation.

Pursuant to Legacy’s charter (as amended pursuant to the Extension Amendment), Legacy must complete its initial business combination by December 21, 2019 (subject to up to five extensions to May 20, 2020 in accordance with the Extension Amendment). If Legacy is unable to timely complete a business combination by the deadline established pursuant to the Extension Amendment, Legacy will be forced to liquidate and distribute the remaining funds in the trust account to its stockholders pro rata, which may be less than $10 per share. Furthermore, the Warrants will expire without payment or other value.

Risks Related to Redemption

Seller will have a right of first offer and a drag along right with respect to sales of the shares of Blue Impact, which could affect the negotiation and closing of other parties’ sales of shares.

Pursuant to the Investor Rights Agreement, Seller will have a right of first offer over shares of Blue Impact, pursuant to which the Founder Investors and the Non-Founder Investors will have to first offer their shares of Blue Impact to Seller before being able to transfer such shares to a third party. Also pursuant to the Investor Rights Agreement, Seller will have a drag along right whereby if Seller and the board of directors of Blue Impact, following a recommendation of the Independent Director Committee, approve a sale of Blue Impact, then each other signatory to the Investor Rights Agreement will be obligated to vote in favor of the sale and sell the same proportion of their shareholding in Blue Impact as Seller is selling. These rights over potential dispositions of shares of Blue Impact could provide Seller with additional power over potential transactions involving the shares of Blue Impact, which may be contrary to the interests of other stockholders. See “— Blue Impact may have conflicts of interest with BlueFocus and, because of BlueFocus controlling interest in Blue Impact, Blue Impact may not be able to resolve such conflicts on favorable terms” and “— Following the business combination, Blue Impact will be a “controlled company” within the meaning of the NYSE Rules and, as a result, will rely on exemptions from certain corporate governance requirements that provide protection to stockholders of other companies.”

Your shareholding in the Blue Impact business may be diluted if certain conditions are met regarding the share price of trading volumes of shares of Blue Impact following the Closing.

In connection with the formation of Legacy, the Sponsor was issued the Founder Shares which automatically convert to shares of common stock of the Blue Impact business upon Closing. However, pursuant to the Redemption Side Letter, if the level of redemptions of Legacy stock in connection with the Extension Amendment and the business combination cause the amount of cash in Legacy’s trust fund to fall below $260.0 million, the Sponsor will be obligated to forfeit to Legacy one Founder Share for each $40 shortfall below $260.0 million in the trust fund, up to a maximum forfeiture of 3,500,000 Founder Shares. Also pursuant to the Redemption Side Letter, following the Closing, in the event that certain thresholds and conditions are met with respect to the share price and trading volume of the shares of Blue Impact, the Blue Impact business will be obligated to issue to Sponsor a number of shares of Blue Impact not to exceed an amount equal to the number of previously forfeited Founder Shares. To the extent such shares are issued to the Sponsor following the Closing, your shareholding in the Blue Impact business will be proportionally diluted.

Legacy’s Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase shares from public stockholders, which may influence the vote on the business combination and reduce the public “float” of Legacy’s stock.

Legacy’s Sponsor, directors, executive officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of the business combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of Legacy’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that Legacy’s Sponsor, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or of satisfying the minimum cash closing condition in the Share Exchange Agreement, where it appears that such

condition would otherwise not be satisfied. This may result in the completion of the business combination where such completion would not otherwise have been possible. In addition, if such purchases are made, the public “float” of Legacy’s common stock and the number of beneficial holders of its securities may be reduced, possibly making it difficult to maintain or obtain the listing or trading of its securities on a national securities exchange.

If you or a ‘‘group” of stockholders are deemed to hold 15% or more of Legacy’s stock, you will lose the ability to redeem all such shares equal to or in excess of 15% of Legacy’s stock.

Legacy’s amended and restated certificate of incorporation provides that 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), will be restricted from seeking redemption rights with respect to an aggregate of 15% or more of Legacy’s shares, which are referred to as the “Excess Shares.” However, Legacy is not restricting its stockholders’ ability to vote all of their shares (including Excess Shares) for or against the business combination. Your inability to redeem the Excess Shares will reduce your influence over Legacy’s ability to complete the business combination and you could suffer a material loss on your investment in Legacy if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if Legacy completes the business combination. As a result, you will continue to hold that number of shares equal to or exceeding 15% and, in order to dispose of such shares, would be required to sell your stock in open market transactions.

There is no guarantee that a stockholder’s decision whether to redeem its shares in Legacy for a pro rata portion of the trust account will put the stockholder in a better future economic position.

Legacy can give no assurance as to the price at which a stockholder may be able to sell its public shares in the future following the completion of the business combination or any alternative business combination. Certain events following the consummation of any business combination, including the business combination, may cause an increase in Legacy’s stock price, and may result in a lower value realized now than a stockholder of Legacy might realize in the future had the stockholder not elected to redeem such stockholder’s shares. Similarly, if a stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the public shares after the consummation of any business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement.

If a Legacy stockholder fails to receive notice of Legacy’s offer to redeem its public shares in connection with the business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

Holders of Legacy’s public shares are required to affirmatively vote either for or against the business combination in order to exercise their rights to redeem their shares for a pro rata portion of the trust account. In addition, in order to exercise their redemption rights, they are required to submit a request in writing and deliver their stock (either physically or electronically) to Legacy’s transfer agent at least two business days prior to the special meeting. If, despite Legacy’s compliance with the proxy rules, a stockholder fails to receive the proxy materials, such stockholder may not become aware of the opportunity to redeem its public shares. In addition, the proxy materials that Legacy is furnishing to holders of its public shares in connection with the business combination describes the various procedures that must be complied with in order to validly redeem public shares. In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed. See the section entitled “Special Meeting of Stockholders — Redemption Rights” for additional information on how to exercise your redemption rights.

If you are a non-U.S. Holder, you may be subject to U.S. withholding tax on the redemption.

Legacy stockholders who exercise their redemption rights to receive cash from the trust account in exchange for their Legacy shares generally will be required to treat the transaction as a sale of such shares. The redemption, however, may be treated as a distribution if it does not effect a meaningful reduction in the redeeming stockholder’s percentage ownership in Legacy. It is important to note that the Section 318 of the Internal Revenue Code (the “Code”) attribution or constructive ownership of stock rules apply when testing redemption treatment under Section 302(b). If there is attribution sufficient to cause the redemption to be treated instead under the Section 301 distribution rules which breaks nonliquidating corporate distributions into a dividend (to the extent of Legacy’s current and accumulated earnings and profits), a nontaxable return of capital, and any remaining portion treated as a gain from the sale of Legacy shares. If you are a non-U.S. Holder, you may be subject to withholding tax on any part of the redemption treated as a dividend, which may include the full amount of the redemption.

The ability to execute the strategic plan for the Blue Impact business could be negatively impacted to the extent a significant number of stockholders choose to redeem their shares in connection with the business combination.

In the event the aggregate cash consideration Legacy would be required to pay for all shares of its stock that are validly submitted for redemption plus any amount required to satisfy cash obligations pursuant to the terms of the Share Exchange Agreement exceeds the aggregate amount of cash available to Legacy, it may be required to borrow additional amounts, subject to the terms and conditions of the Share Exchange Agreement. The incurrence of additional indebtedness may negatively impact the Blue Impact business’ ability to execute on its future strategic plans.

In the event that a significant number of Legacy’s shares are redeemed, Blue Impact’s shares may become less liquid following the business combination.

If a significant number of Legacy’s shares are redeemed, Legacy may be left with a significantly smaller number of stockholders. As a result, trading in the shares of Blue Impact following the business combination may be limited and your ability to sell your shares in the market could be materially adversely affected. The NYSE may not list Blue Impact’s shares on its exchange, which could limit investors’ ability to make transactions in Blue Impact’s securities and subject Blue Impact to additional trading restrictions.

A significant portion of Blue Impact’s total outstanding shares will be restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of Blue Impact’s stock to drop significantly, even if its business is doing well.

Although a significant portion of the Blue Impact stock will be subject to transfer restrictions until June 30, 2021, sales of a substantial number of shares of Blue Impact’s stock that is not subject to such restrictions in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of such shares intend to sell, could reduce the market price of Blue Impact’s stock. After the business combination, assuming no redemptions of Legacy shares for cash and excluding any shares that may be issued pursuant to the Purchase Price Adjustment, BlueFocus will beneficially hold approximately 44.9% of Blue Impact’s stock. While the Investor Rights Agreement will restrict the transfer by Seller (an indirect, wholly owned subsidiary of BlueFocus) and certain Founder Investors of the shares of Blue Impact’s stock acquired pursuant to the business combination, or otherwise held by them, respectively, until June 30, 2021 (subject to extension for each day that the Closing occurs after December 31, 2020), these shares may be sold after the expiration of such restriction period.

Shares held by Non-Founder Investors are subject to a restriction on transfer until the earlier of (i) the first anniversary of the Closing or (ii) the date (which shall be no less than 150 days following the Closing) that the last per share trading price of the Blue Impact stock equals or exceeds $12.00 (as such price may be adjusted for stock splits, stock dividends, reorganizations, recapitalizations and other similar corporate transactions) for 20 trading days within any 30 trading day period. The total number of shares of Blue Impact stock that will be subject to the Investor Rights Agreement will be between 50.5% and 51.5% of the total number of shares of Blue Impact stock outstanding at the time of Closing. Additionally, pursuant to the Amended and Restated Registration Rights Agreement, Seller and certain other stockholders will have certain rights to cause Blue Impact to register the resale of the shares of Blue Impact stock held by them following the business combination, including demand and piggyback registration rights and the right to cause Blue Impact to facilitate an underwritten offering of shares of stock Blue Impact held by them.

As restrictions on resale terminate or the applicable stockholders and Seller exercise their rights to require Blue Impact to register their shares of Blue Impact stock for resale, the market price of Blue Impact stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them. See the sections entitled “Proposal No. 1 — The Business Combination Proposal — The Investor Rights Agreement” and “Proposal No. 1 — The Business Combination Proposal — The Amended and Restated Registration Rights Agreement.”

Legacy’s current stockholders will experience immediate dilution as a consequence of the issuance of shares in the Blue Impact business as consideration in the business combination. Having a minority share position may reduce the influence that Legacy’s current stockholders have on the management of the Blue Impact business following the business combination.

After the business combination, assuming no redemptions of shares in Legacy for cash and excluding any shares that may be issued pursuant to the Purchase Price Adjustment, Legacy’s current public stockholders will own approximately 43.87% of the Blue Impact business, Legacy’s current directors, officers and affiliates will

own approximately 11.23% of the Blue Impact business, and BlueFocus will own approximately 44.9% of the Blue Impact business. Assuming redemption by holders of 60.2% of Legacy’s outstanding shares, Legacy’s current public stockholders will own approximately 25.68% of the Blue Impact business, Legacy’s current directors, officers and affiliates will own approximately 8.26% of the Blue Impact business, and BlueFocus will own approximately 66.06% of the Blue Impact business. The minority position of the former Legacy stockholders will give them limited influence over the management and operations of the Blue Impact business following the business combination.

Legacy’s current stockholders will experience significant dilution if the public warrants or the private placement warrant are exercised.

After the business combination, and assuming no redemptions of shares in Legacy for cash, there is no Blue Impact Warrant Tender Offer and excluding any shares that may be issued pursuant to the Purchase Price Adjustment, Legacy’s current public stockholders will own public warrants representing approximately 14.04% of Blue Impact on a fully-diluted basis, and the Sponsor will own the private placement warrant representing approximately 16.38% of Blue Impact on a fully-diluted basis. If the public warrants or the private placement warrant are exercised, Legacy’s current stockholders will experience significant dilution.

Legacy’s current stockholders will experience significant dilution if the equity incentive plan is approved and the underlying shares are ultimately issued.

After the business combination, assuming no redemptions of shares in Legacy for cash, there is no Blue Impact Warrant Tender Offer and excluding any shares that may be issued pursuant to the Purchase Price Adjustment, and if the equity incentive plan is approved, shares representing approximately 7.0% of the Blue Impact business on a fully-diluted basis will be reserved for issuance under the equity incentive plan. If all of the shares reserved for issuance under the equity incentive plan are ultimately issued, Legacy’s current stockholders will experience significant dilution.

If, after Legacy distributes the proceeds in the trust account to its public stockholders, it files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of Legacy’s board of directors may be viewed as having breached their fiduciary duties to Legacy’s creditors, thereby exposing it and the members of its board of directors to claims of punitive damages.

If, after Legacy distributes the proceeds in the trust account to its public stockholders, it files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by its stockholders. In addition, Legacy’s board of directors may be viewed as having breached its fiduciary duty to Legacy’s creditors and/or having acted in bad faith, thereby exposing Legacy and the board of directors to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.

If, before distributing the proceeds in the trust account to its public stockholders, Legacy files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Legacy’s stockholders and the per share amount that would otherwise be received by Legacy’s stockholders in connection with its liquidation may be reduced.

If, before distributing the proceeds in the trust account to its public stockholders, Legacy files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in Legacy’s bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, the per share amount that would otherwise be received by Legacy’s stockholders in connection with its liquidation may be reduced.

If third parties bring claims against Legacy, the proceeds held in the trust account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share.

Legacy’s placing of funds in the trust account may not protect those funds from third party claims against Legacy. Although Legacy will seek to have all vendors, service providers, prospective target businesses or other entities with which it does business execute agreements waiving any right, title, interest or claim of any kind in or to any monies

held in the trust account for the benefit of Legacy’s public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Legacy’s assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, Legacy’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to Legacy than any alternative.

Examples of possible instances where Legacy may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by Legacy’s management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Legacy’s management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Legacy and will not seek recourse against the trust account for any reason. Upon redemption of Legacy’s public shares, if Legacy is unable to complete its business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with the business combination, Legacy will be required to provide for payment of claims of creditors that were not waived that may be brought against it within the ten years following redemption. Accordingly, the per share redemption amount received by public stockholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors. Legacy’s Sponsor has agreed that it will be liable to Legacy if and to the extent any claims by a vendor for services rendered or products sold to Legacy, or a prospective target business with which Legacy has 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 the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes and up to $750,000 of interest 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. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, Legacy’s Sponsor will not be responsible to the extent of any liability for such third party claims. Legacy has not independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that its Sponsor’s only assets are securities of Legacy. Legacy has not asked its Sponsor to reserve for such indemnification obligations. Therefore, Legacy cannot assure you that its Sponsor would be able to satisfy those obligations.

Legacy’s directors may decide not to enforce the indemnification obligations of its Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to its public stockholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per share or (ii) other than due to the failure to obtain such waiver, such lesser amount per share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes and up to $750,000 to fund working capital requirements annually, and Legacy’s Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Legacy’s independent directors would determine whether to take legal action against its Sponsor to enforce its indemnification obligations. While Legacy currently expects that its independent directors would take legal action on its behalf against its Sponsor to enforce its indemnification obligations, it is possible that Legacy’s independent directors in exercising their business judgment may choose not to do so in any particular instance. If Legacy’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to Legacy’s public stockholders may be reduced below $10.00 per share.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

• Legacy’s unaudited condensed financial statements as of and for the nine months ended September 30, 2019 and the related notes;

• Legacy’s audited financial statements as of and for the year ended December 31, 2018;

• The Blue Impact business’ unaudited combined financial statements as of and for the six months ended June 30, 2019; and

• The Blue Impact business’ audited combined financial statements as of and for the year ended December 31, 2018.

Description of the Business Combination

On August 23, 2019, Legacy entered into the Share Exchange Agreement with the Seller. Pursuant to this agreement, Legacy will purchase from Blue Valor all of the issued and outstanding shares of Blue Impact Target that at Closing will hold the Blue Impact business.

Pursuant to the Share Exchange Agreement, at the Closing, the Seller will receive 30 million shares of Legacy common stock (i.e., the Closing Shares), subject to adjustment as set forth below, and Legacy expects to (a) assume up to approximately $40 million of net debt related to the Blue Impact business, (b) assume $48 million of deferred acquisition purchase price obligations, and (c) pay up to approximately $90 million related to the acquisition of 100% of Madhouse. The closing market price for Legacy’s publicly traded common stock on Thursday, August 22, 2019 (the day before the signing and announcement of the Share Exchange Share Exchange Agreement) was $10.17 per share.

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 to acquire 100% 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 and any related adjustments will be mutually agreed to by the Seller and a committee of independent directors of Blue Impact with any disagreements being resolved by a nationally recognized independent public accounting firm jointly selected by the Seller and Blue Impact.

Additionally, up to $222 million may be payable after the 2022 audit is complete in the form of an incentive-based earn-out tied to average profit growth of the Madhouse business over the three-year period ending December 31, 2022. The earn-out 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 or subordinated notes. 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 by or associated with the Blue Impact business.

The Closing of the Business Combination is subject to a number of conditions including (i) approval by Legacy’s stockholders of the Business Combination, (ii) the completion of the Reorganization, (iii) the Blue Impact business having a minimum of US$10,000,000 in cash, and (iv) Legacy having at least US $5,000,001 of net tangible assets at Closing and funds held in the trust account of at least US $120,000,000, in each case, following any share redemptions by Legacy’s stockholders.

Description of the Restructuring

As described in “Blue Impact Operating Structure and History and the Restructuring,” BlueFocus, through various direct and indirect subsidiaries, currently owns the following six international operating companies, which directly and through their respective subsidiaries conduct the Blue Impact business: Vision 7, Madhouse, WAVS, Metta, Fuse and Indigo (collectively, the “Group Companies”).

The Restructuring to be effected by Blue Focus and its affiliates (including Seller) will result in Blue Impact Target owning at Closing directly 100% of the outstanding shares of the six Group Companies and indirectly their respective subsidiaries. However, instead of Blue Impact acquiring the shares of any PRC incorporated subsidiaries of the Blue Impact business, these PRC entities (i) will be transferred to or retained by Seller and (ii) will enter into a series of control arrangements for the benefit of the Blue Impact Group Companies. Through these control arrangements Blue Impact will maintain effective control and economic ownership of these entities and, as a result, Blue Impact will continue to consolidate those controlled affiliate entities from a financial statement perspective.

Accounting for the Business Combination

The Business Combination will be accounted for as a reverse recapitalization in conformity with US GAAP and related SEC guidance. Under this method of accounting, Legacy is treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the Blue Impact business comprising the ongoing operations of the combined company, senior management of the Blue Impact business or the entities affiliated with the Blue Impact business comprising the senior management of the combined company, and the Seller’s stockholder having the largest portion of voting rights of the combined company. Following the combination, the Board of Directors will consist of eleven directors, initially including two vacancies. Immediately after the closing, the Purchaser Board will have nine directors, and six of those will be designated by the Seller with the remaining three selected by the Founder

Investors’ Representative. Of the six selected by Blue Impact business, at least three must be NYSE Independent and at least two must be Independent. Of the three selected by the Sponsor at least two must be NYSE Independent and at least one must be Independent. Other factors were considered, including size of the entities and the location of the combined company’s headquarters. Based on the preponderance of evidence as described above, the Blue Impact business is the accounting acquirer in the Business Combination.

Accordingly, the Blue Impact business’s assets and liabilities will be recorded at their pre-combination carrying amounts and the historical operations that are reflected in the unaudited pro forma condensed combined financial information will be those of the Blue Impact business. Legacy’s assets and liabilities will be combined with the assets, liabilities and results of operations of the Blue Impact business upon the consummation of the Business Combination. Blue Impact will credit equity for the fair value of the net monetary assets of Legacy, with no goodwill or intangible assets being recognized in this transaction.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information was prepared in accordance with US GAAP and pursuant to the rules and regulations of SEC Regulation S-X, and presents the pro forma financial position and results of operations of the combined companies based upon the historical data of Legacy and the Blue Impact business after giving effect to the Business Combination. The pro forma adjustments are based on certain currently available information and certain assumptions and methodologies that the Seller and Legacy believe are reasonable under the circumstances.

Each Legacy public shareholder has the right to redeem its Class A common stock for an amount in cash equal to such shareholder’s pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to Closing. The unaudited pro forma condensed combined financial information does not give effect to any pre-Closing loans agreed to be made by Seller pursuant to the Extension Amendment, with the amount of such Seller loans contributed to the trust account or used to fund up to $300,000 in agreed costs and expenses incurred by Legacy prior to Closing. As of the date of this proxy, the principal amount of Seller loans totaled $979,155, comprised of (i) $879,155, or $0.03 for each outstanding public share eligible for redemption (giving effect to October 2019 Extension Amendment redemption) contributed to the trust account in connection with extending the deadline by which Legacy must complete the Business Combination from November 21, 2019 to December 21, 2019 (subject to up to five extensions to May 20, 2020) and (ii) $100,000 in agreed Legacy operating costs and expenses. For each period by which the deadline is 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, subject to the agreed terms, Seller will make an additional loan to be contributed to the trust account of $879,155 (or $0.03 per each outstanding public share).

In addition, the unaudited pro forma condensed combined financial information does not give effect to any post-Closing adjustment to the Closing Shares or payment in connection with the earn-out (each described above) Accordingly, the pro forma adjustments are likely to be revised as additional information becomes available (including the amount of any purchase price adjustment) and alternative valuation methodologies are evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and these differences may be material. The Seller and Legacy believe that their assumptions and methodologies provide a reasonable basis for presenting all the significant effects of the Business Combination contemplated based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

Pro Forma Condensed Combined Balance Sheet

As of September 30, 2019

(Unaudited)

(in millions)

					Scenario 1 Assuming No Redemptions into Cash						Scenario 2 Assuming Maximum Redemptions into Cash
	LGC as of September 30, 2019		Blue Impact as of June 30, 2019		Pro Forma Adjustments			Note	Pro Forma Balance Sheet		Pro Forma Adjustments			Note	Pro Forma Balance Sheet
Assets
Cash and Cash Equivalents	$	0.7	$	87.6	$	306.9		A	$	247.7	$	306.9		A	$	120.0
		—		—		(47.0	)	B				(47.0	)	B
		—		—		—						(127.7	)	C
		—		—		(90.0	)	D				(90.0	)	D
						(10.5	)	E				(10.5	)	E
Accounts Receivable		—		466.7		—				466.7		—				466.7
Unbilled WIP		—		51.6		—				51.6		—				51.6
Restricted Cash		—		0.5						0.5						0.5
Other Current Assets		0.1		9.9		—				10.0		—				10.0
Current Assets		0.8		616.3		159.4				776.5		31.7				648.8

Property and Equipment		—		16.4		—				16.4		—				16.4
Intangible assets		—		100.5		—				100.5		—				100.5
Investments		—		1.2		—				1.2		—				1.2
Cash and investments held in Trust Account		306.9		—		(306.9	)	A		—		(306.9	)	A		—
Deferred Income Taxes		—		2.8		—				2.8		—				2.8
Goodwill		—		361.7		—				361.7		—				361.7
Other Non-Current Assets		—		2.9		—				2.9		—				2.9
Non-Current Assets		306.9		485.5		(306.9	)			485.5		(306.9	)			485.5
Total Assets		307.7		1,101.8		(147.5	)			1,262.0		(275.2	)			1,134.3

Liabilities and Equity
Accounts Payable		1.5		438.0		—				439.5		—				439.5
Deferred revenue		—		39.3		—				39.3		—				39.3
Short-Term Debt		—		13.6		—				13.6		—				13.6
Other current liabilities		0.0		52.2		(9.8	)	B		44.5		(9.8	)	B		44.5
		—		—		2.1		E				2.1		E
Total Current Liabilities		1.5		543.1		(7.7	)			536.9		(7.7	)			536.9

Long-Term Debt		—		57.1		—				57.1		—				57.1
Deferred Income Taxes		—		16.3		—				16.3		—				16.3
Deferred underwriting commission		10.5		—		(10.5	)	B		—		(10.5	)	B		—
Other Non-Current Liabilities		—		24.8		—				24.8		—				24.8
Total Non-Current Liabilities		10.5		98.2		(10.5	)			98.2		(10.5	)			98.2
Total Liabilities		12.0		641.3		(18.2	)			635.1		(18.2	)			635.1

Pro Forma Condensed Combined Balance Sheet

As of September 30, 2019 – (continued)

(Unaudited)

(in millions)

						Scenario 1 Assuming No Redemptions into Cash							Scenario 2 Assuming Maximum Redemptions into Cash
	LGC as of September 30, 2019		Blue Impact as of June 30, 2019			Pro Forma Adjustments			Note	Pro Forma Balance Sheet			Pro Forma Adjustments			Note	Pro Forma Balance Sheet
Redeemable equity		290.7		—			(290.7	)	C		—			(290.7	)	C		—
Redeemable Non-controlling interest				4.9			—				4.9			—				4.9

Equity		—		—			—							—
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding		—		—			—				—			—				—
Common stock:		—		—			—				—			—				—
Common stock of Blue Impact issued in transaction		—		—			—		F		—			—		F		—
Class A Common stock, $0.0001 par value, 100,000,000 shares authorized, 30,000,000 shares issued at September 30, 2019, 930,567 shares outstanding (excluding 29,069,433 shares subject to possible redemption at September 30, 2019)		—		—			—		G		—			—		G		—
Class F Common stock, $0.0001 par value, 10,000,000 shares authorized, 7,500,000 shares issued and outstanding		—		—			—		G		—			—		G		—
Net Parent Investment		—		463.9			(463.9	)	H		—			(463.9	)	H		—
Share Capital		—		—			—				—			—				—
Additional paid-in-capital		0.7		—			290.7		C		659.0			163.0		C		531.3
		—		—			(90.0	)	D					(90.0	)	D
		—		—			4.2		F					4.2		F
							463.9		H					463.9		H
							(10.5	)	E					(10.5	)	E
Retained Earnings		4.3					(26.7	)	B		(28.7	)		(26.7	)	B		(28.7	)
		—		—			(2.1	)	E					(2.1	)	E
		—		—			(4.2	)	F					(4.2	)	F

Non-Controlling Interests		—		0.2			—				0.2			—				0.2
Contributed Surplus		—		—			—				—			—				—
Accumulated Other Comprehensive Income		—		(0.2	)		—				(0.2	)		—				(0.2	)
Foreign Currency Translation		—		(8.3	)		—				(8.3	)		—				(8.3	)
Total Equity		5.0		455.6			161.4				622.0			33.7				494.3
Total Liabilities and Equity	$	307.7	$	1,101.8		$	(147.5	)		$	1,262.0		$	(275.2	)		$	1,134.3

Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.

The historical financial statements have been adjusted in the unaudited pro forma condensed combined balance sheet to give pro forma effect to events that are directly attributable to the Business Combination and are factually supportable. For these purposes, Business Combination related adjustments include the effect of the October 2019 redemption of 694,820 shares of Class A common stock in exchange for $7,108,009 million in cash distributed from the trust account in connection with the Extension Amendment.

The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet at September 30, 2019 are as follows:

A. Represents the release of cash and investments held in trust account that becomes available following the Business Combination.

B. Reflects payment of Business Combination costs directly attributable to the Closing of the Business Combination of $47.0 million and the related adjustment to retained earnings for $26.7 million, which is the total Business Combination costs incurred less $10.5 million in previously accrued deferred Legacy IPO underwriting commissions. For purposes of the pro forma financial statements, these deferred underwriting commissions are assumed to have already been paid.

C. Each Legacy public shareholder has the right to redeem its Class A common stock for an amount in cash equal to such shareholder’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. As a result, such shares of Class A common stock are recorded as temporary equity in Legacy’s historical balance sheets. Under Scenario 1, which (i) reflects the previous redemption of 694,820 shares of Class A common stock in connection with the Extension Amendment and (ii) assumes that none of the 29,305,180 remaining public shares are redeemed prior to the Business Combination, the amount is reclassified into permanent equity. In Scenario 2, which assumes the maximum number of additional shares are redeemed for cash by the Legacy stockholders, $181,167,795 would be paid out in cash. The $181,167,795 or 17,640,486 shares of Class A common stock represents the maximum redemption amount providing for a minimum cash at Closing of $120 million being contributed to the Blue Impact business from the trust account after giving effect to stockholder redemptions (including Extension Amendment related redemptions).

D. Reflects payments of $90 million payable in connection with the acquisition of 100% of Madhouse.

E. Blue Impact (i.e., the post-Closing entity) expects to record post-Business Combination compensation expense of $2.1 million related to its decision to modify the vesting1 of the unvested share-based awards of Vision 7 in contemplation of the Business Combination. This amount is excluded from the unaudited pro forma condensed combined statements of operations because it is a charge directly attributable to the Business Combination that will not have a continuing impact on the combined company’s operations; however, the amount is reflected as a reduction to retained earnings in the unaudited pro forma balance sheet.

F. To reflect recapitalization of Blue Impact (i.e., the post-Closing entity) through the contribution of all the share capital in Blue Impact Target to Legacy, the pro forma adjustments reflect the issuance of 30,000,000 shares of common stock at a par value of $0.0001 per share and a value of $10.27 per share to finance the acquisition, and the elimination of the historical accumulated deficit of Legacy, the accounting acquiree.

G. Reflects the conversion of all outstanding Class F common stock into shares of our Class A common stock at the time of our initial Business Combination, initially at a one-for-one ratio but subject to adjustment in accordance with Legacy’s amended and restated certificate of incorporation.

H. Reflects the carry forward of Blue Impact’s historical “Net Parent Investment” immediately before the reverse acquisition to APIC

____________

1 Unvested options will vest on the earlier of when they otherwise would have vested and December 31, 2020 (generally, if the employee is still employed by Blue Impact).

Pro Forma Condensed Combined Statement of Income

Nine Months Ended September 30, 2019

(Unaudited)

(in millions, except share and per share amounts)

							Scenario 1 Assuming No Redemptions into Cash							Scenario 2 Assuming Maximum Redemptions into Cash
	LGC			Blue Impact			Pro Forma Adjustments			Note	Pro Forma Statement of Operations			Pro Forma Adjustments			Note	Pro Forma Statement of Operations
Revenue, excluding billable expenses	$	—		$	256.3		$	—			$	256.3		$	—			$	256.3
Billable expenses		—			117.8			—				117.8			—				117.8
Revenue		—			374.1			—				374.1			—				374.1

Operating expenses
Salaries and related expenses		—			144.7			—				144.7			—				144.7
Office and other direct expenses		—			29.2			—				29.2			—				29.2
Billable expenses		—			117.8			—				117.8			—				117.8
Cost of services		—			291.7			—				291.7			—				291.7
Selling, general and administrative expenses		2.6			40.1			(2.6	)	AA		40.1			(2.6	)	AA		40.1
Operating income		(2.6	)		42.3			2.6				42.3			2.6				42.3

Other income and expenses
Interest income on Trust Account		5.2			—			(5.2	)	BB		—			(5.2	)	BB		—
Other income		—			1.4			—				1.4			—				1.4
Other expenses		—			(2.2	)		—				(2.2	)		—				(2.2	)
Financing costs, net		—			(6.1	)		—				(6.1	)		—				(6.1	)
Income before income taxes		2.6			35.4			(2.6	)			35.4			(2.6	)			35.4
Income tax provision		1.1			10.4			(4.5	)	CC		7.0			(4.5	)	CC		7.0
Net income	$	1.5		$	25.0		$	1.9			$	28.4		$	1.9			$	28.4

Two Class Method for Per Share Information
Weighted average class A common shares outstanding – basic and diluted		30,000,000						36,805,180		DD		66,805,180			19,164,694		DD		49,164,694
Net Income per class A common stock – based and diluted	$	0.13									$	0.43						$	0.58
Weighted average class F common shares outstanding		7,500,000						(7,500,000	)	DD		—			(7,500,000	)	DD		—
Net (loss) per class F common stock – based and diluted		(0.32	)

Pro Forma Condensed Combined Statement of Income

Year Ended December 31, 2018

(Unaudited)

(in millions, except share and per share amounts)

					Scenario 1 Assuming No Redemptions into Cash					Scenario 2 Assuming Maximum Redemptions into Cash
	LGC		Blue Impact		Pro Forma Adjustments		Note	Pro Forma Statement of Operations		Pro Forma Adjustments		Note	Pro Forma Statement of Operations
Revenue, excluding billable expenses	$	—	$	307.4	$	—		$	307.4	$	—		$	307.4
Billable expenses		—		143.3		—			143.3		—			143.3
Revenue		—		450.7		—			450.7		—			450.7

Operating Expenses
Salaries and related expenses		—		161.4		—			161.4		—			161.4
Office and other direct expenses		—		33.8		—			33.8		—			33.8
Billable expenses		—		143.3		—			143.3		—			143.3
Cost of services		—		338.5		—			338.5		—			338.5