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

SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ONOCTOBER 22, 2019

PLEASE READ THE ACCOMPANYING PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021.  WE RECOMMEND THAT YOU SUBMIT YOUR PROXY TO VOTE YOUR SHARES AS SOON AS POSSIBLE USING ONE OF THE CONVENIENT PROXY VOTING METHODS DESCRIBED BELOW.  YOUR VOTE IS VERY IMPORTANT TO US.

This proxy statementA COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING EXHIBITS, WILL ALSO BE FURNISHED WITHOUT CHARGE TO ANY STOCKHOLDER UPON WRITTEN OR ORAL REQUEST TO PARTS iD, INC. ATTENTION: INVESTOR RELATIONS, 1 CORPORATE DRIVE, SUITE C, CRANBURY, NEW JERSEY 08512; TELEPHONE (866) 909-6699.

VOTING

Internet		Telephone		Mail		Webcast
Visit the Web site noted on your proxy card or your Notice of Internet Availability to vote via the Internet.		Use the toll-free telephone number on your proxy card to vote by telephone.		Sign, date and return your proxy card in the enclosed envelope to vote by mail, if you have requested or receive paper copies of the proxy materials.		Participate in the meeting and vote electronically at www.virtualshareholdermeeting.com/ ID2022.

TABLE OF CONTENTS

PROXY STATEMENT

Our Board of Directors (the “Board”) is being furnished to the holders of Class A common stock and Class F common stock of the Companysoliciting proxies from our stockholders in connection with PARTS iD, Inc.’s 2022 Annual Meeting of Stockholders.  When used in this Proxy Statement, the solicitation by our board of directors of proxies to be voted at the special meeting (the “Special Meeting”) of Legacy Acquisition Corp., a Delaware corporation (the “Company,” “Legacy,”terms “we,” “us”“us,” “our,” “the Company” and “PARTS” refer to PARTS iD, Inc. and its consolidated subsidiaries.  On or “our”about April 29, 2022, a Notice of Internet Availability of Proxy Materials (the “Notice”), is first being mailed to be held on October22, 2019 at 11:00a.m. Eastern Time at Legacy’s corporate headquarters located at 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, or at any adjournment or postponementour stockholders of record as of the Special Meeting. YouRecord Date, and our proxy materials are cordially invited to attend the Special Meeting for the purpose of votingfirst being posted on the following proposals:

1.      A proposal to amend (the “Extension Amendment”) the Company’s amended and restated certificate of incorporation (our “Charter”) to extend the date by which the Company has to consummate a business combination (the “Extension”) from November21, 2019 to December21, 2019, plus an option for the Company to further extend such date up to five times, initially to January21, 2020 and thereafter by additional 30 day periods each to May20, 2020 (the “Extended Date”), which we refer to herein as the “Extension Amendment Proposal,” a copy of which is attached asExhibit A to this proxy statement and as more fully described herein; and

2.      A proposal to amend (the “Trust Amendment”) the Company’s investment management trust agreement (the “Trust Agreement”), dated as of November16, 2017, by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”) to extend the date on which to commence liquidating the trust account (“Trust Account”) established in connection with the Company’s initial public offering (“IPO”)website referenced in the eventNotice and this Proxy Statement.

SUMMARY

This summary highlights information contained in the Company hasProxy Statement.  It does not consummated a business combination from November21, 2019 to the Extended Date, which we refer to herein as the “Trust Amendment Proposal,” a copy of which is attached asExhibit B to this proxy statement and as more fully described herein.

On August23, 2019, Legacy entered into a Share Exchange Agreement (as amended, the “Share Exchange Agreement”) with Blue Valor Limited (the “Seller”), a company incorporated in Hong Kong and an indirect, wholly-owned subsidiary of Blue Focus Intelligent Communications Group. Pursuant to the Share Exchange Agreement, Legacy will purchaseinclude all of the issuedinformation that you should consider prior to voting, and outstanding shares of awe encourage you to be formed wholly-owned holding company organized inread the Cayman Islands that at closing will holdentire document prior to voting.  For more complete information regarding our 2021 financial performance, please review our Annual Report on Form 10-K for the Blue Impact group business, a digital-first, global advertisingyear ended December 31, 2021, as filed with the Securities and marketing services groupExchange Commission (the “Blue Impact business”“SEC”). We refer to the transactions contemplated by the Share Exchange Agreement as the “Business Combination.” on March 14, 2022.

The holders of our Class A common stock and Class F common stock

Stockholders arenot being asked to vote on the Business Combinationfollowing matters at this time. Holdersthe 2022 Annual Meeting of public shares (as defined below)Stockholders:

QUESTIONS AND ANSWERS ABOUT THE VIRTUAL ANNUAL MEETING AND VOTING

How can I participate in the Virtual Annual Meeting?

Our Annual Meeting will havebe a completely virtual meeting. There will be no physical meeting location.

To participate in the right to voteAnnual Meeting, visit www.virtualshareholdermeeting.com/ID2022 and enter the 16-digit control number included on your Notice, on your proxy card, or on the Business Combination (and to exercise redemption rights, if they so choose) when it is submitted to stockholders for approval.instructions that accompanied your proxy materials. The meeting will begin promptly at 10:00 a.m. Eastern Time (“ET”) on June 14, 2022.

This proxy statement and

Who can vote at the other proxy materialsAnnual Meeting?

You are first being made available on or about September30, 2019 to all stockholders entitled to notice of, and to vote at the Special Meeting. At the close of business on September6, 2019, the record date for the SpecialAnnual Meeting there were 30,000,000sharesif you owned shares of our Class A common stock, par value $0.0001 per share (the “Class A common stock”(our “Common Stock”), and 7,500,000shares of our Class F common stock, par value $0.001 per share (the “Founder’s Shares” or “Class F common stock”), issued and outstanding.Only the holders of record of our Class A common stock and Class F common stock as of the close of business on April 18, 2022 (the “Record Date”). Each share of our Common Stock entitles the record date areholder of such share on the Record Date to one vote on each matter submitted to the stockholders at the Annual Meeting. 

On the Record Date, 33,965,804 shares of Common Stock were issued and outstanding and entitled to noticebe voted at the Annual Meeting.

The presence, virtually or by proxy, of attendthe holders of a majority of the voting power of our issued and outstanding stock entitled to vote at the SpecialAnnual Meeting and any adjournment or postponement thereof.

If the Extension Amendment is approved and the Extension is completed, Legacy will makenecessary to constitute 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 is not redeemed in connection with the stockholder approval of the Extension

Amendment for the initial Extension through December21, 2019 and thereafter for each period of the Extension by Legacy at its option and/orquorum at the Seller’s request up to five times, initially to January21, 2020 and thereafter by up to four additional 30-day periods. Accordingly, if the Company takes the initial extension to December21, 2019 and thereafter to January21, 2020 and all four additional 30-day extensions, the Sponsor would make aggregate Contributions to the Trust AccountAnnual Meeting. The holders of approximately $5,400,000 (assuming no public shares are redeemed), or approximately $900,000 per period of the Extension (assuming no public shares are redeemed). Each Contributionour Common Stock will be deposited in the Trust Account within two business days prior to the beginning of each period of the Extension (or portion thereof), other than the first Contribution which will be madevote as a single class on the business day immediately following stockholder approval of the Extension Amendment. If the Extension Amendment is approved and the Extension is completed and the Company takes the full time through the Extended Date to complete the Business Combination (or, if the Business Combination is terminated, an alternative business combination), the redemption price per share at the meeting for such business combination or the Company’s subsequent liquidation will be approximately $10.41 per share (based upon the balance of the Trust Account as of the record date), in comparison to the redemption price of approximately $10.23 per share in connection with the stockholder approval of the Extension Amendment. Legacy will not make any Contribution unless the Extension Amendment and the Trust Amendment are approved and the Extension is implemented.

Under the terms of the Share Exchange Agreement, the Seller has agreed to loan (each, a “Seller Loan”) Legacy the amount of the Contributions to be made by Legacy in connection with the initial Extension through December21, 2019, and for each period of the Extension thereafter; provided, however, that 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. 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 the Extended Date and the total of all such costs and expenses shall not exceed a total of $300,000 in the aggregate for all Extensions through the Extended Date. 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 of the Business Combination 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.

Should we elect and/or the Seller request that we extend the date (which initially will be extended to December21, 2019) by which we have to consummate the Business Combination (or, if the Business Combination is terminated, an alternative business combination) to January21, 2020 or thereafter for up to four additional 30-day periods ending on the Extended Date, we will publicly announce our decision no later than the close of business on the last day of the then-current extension period. If Seller does not request that we extend to January21, 2020 or any additional 30-day period thereafter and we also determine not to extend or our board of directors otherwise determines that we will not be able to consummate an initial business combination by the Extended Date and does not wish to have an additional extension, our board of directors would wind up our affairs and redeem 100% of the outstanding public shares in accordance with the same procedures that would be applicable if the Extension Amendment proposal is not approved.

The Extension Amendment and the Trust Amendment are essential to the overall implementation of the plan of our board of directors to extend the date that we have to complete the proposed Business Combination; although, if the Business Combination is terminated, Legacy may seek to use the Extension to complete an alternative business combination. Our Charter and the Company’s final IPO prospectus dated November16, 2017, which was filed with the SEC on November17, 2017, provides that the Company has until November21, 2019 to complete a business combination; however, our board of directors currently believes that there may not be sufficient time before November21, 2019 to consummate the Business Combination. Accordingly, our board of directors has determined that it is in the best interests of our stockholders to extend the date that the Company has to consummate the Business Combination (or, if the Business Combination is terminated, an alternative business combination) to the Extended Date.

In connection with the Extension Amendment, public stockholders may elect (the “Election”) to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the approval of the Extension Amendment and Trust Amendment, including interest (which interest shall be net of taxes payable and up to $750,000 released to us annually to fund working capital requirements) divided by the number of then outstanding public shares, subject to the limitations described herein, regardless of whether such public stockholders vote “FOR” or “AGAINST” the Extension Amendment Proposal and the Trust Amendment Proposal. An Election may also be made by public stockholders who do not vote, or do not instruct

their bank, broker or other nominee how to vote, at the Special Meeting. Public stockholders may make an Election regardless of whether such public stockholders were holders as of the record date. If the Extension Amendment Proposal and the Trust Amendment Proposal are approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when a business combination ismatters submitted to the stockholders subject to any limitations set forth in our Charter, as amended byat the Extension Amendment. In addition, public stockholders who do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completedAnnual Meeting.

Am I a business combination by November21, 2019 or, if the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Extended Date. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our business combination by November21, 2019 or, if the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Extended Date.stockholder of record?

Approval of the Extension Amendment and the Trust Amendment are both a condition to the implementation of the Extension. In addition, we will not proceed with the Extension if the number of redemptions of our public shares causes us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal and the Trust Amendment Proposal.

If the Extension Amendment and the Trust Amendment are approved, the amount remaining in the Trust Account after any redemptions may be only a small fraction of the approximately $306.8million that was in the Trust Account as of the record date. In such event, the Company may need to obtain additional funds to complete a proposed business combination and there can be no assurance that such funds will be available on terms acceptable to the parties, or at all. Additionally, if the Extension Amendment and the Trust Amendment are approved, the Company’s warrants will remain outstanding in accordance with their existing terms.

If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate the proposed Business Combination by November21, 2019, as contemplated by our final IPO prospectus and in accordance with our Charter, 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 the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $50,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable and up to $750,000 released to us annually to fund working capital requirements) divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating 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. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our business combination by November21, 2019 or, if the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Extended Date. In the event of a liquidation, our Sponsor, our officers and directors and our other initial stockholders will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Warrants; however, our initial stockholders who have acquired public shares after our IPO will be entitled to monies from the Trust Account with respect to such public shares if we fail to complete our business combination by November21, 2019 or, if the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Extended Date.

Although we will seek to have all vendors, service providers (except for our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account. In order to protect the amounts held in the Trust Account, 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. In the event that an executed waiver is deemed to be unenforceable against a third party, then our Sponsor will not be responsible to the extent of any liability for such third-party claims. We cannot assure you, however, that our Sponsor would be able to satisfy those obligations. We believe that our Sponsor’s only assets are securities of our company. None of our other officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Under the Delaware General Corporation Law (the “DGCL”), stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, because the Company will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent ten years. Because we are a blank check company, rather than an operating company, and our operations have been and will continue to be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the approval of the Trust Amendment will constitute consent for the Company to (i) remove from the Trust Account an amount (the “Withdrawal Amount”), equal to the number of public shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of the amount of interest which may be withdrawn to pay taxes and up to $750,000 to fund our working capital requirements annually, and less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account and be available for use by the Company to complete a business combination on or before the Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination through the Extended Date if the Extension Amendment Proposal and the Trust Amendment Proposal are approved.

Under the Trust Amendment, the Company will amend the Trust Agreement to (i) permit the withdrawal of the Withdrawal Amount from the Trust Account and (ii) extend the date on which to liquidate the Trust Account to the Extended Date.

The record date for the Special Meeting is September6, 2019. Record holders of shares of Legacy’s Class A common stock and Class F common stock at the close of business on the record date are entitled to vote or have their votes cast at the Special Meeting. On the record date, thereRecord Date, your shares were 37,500,000 outstanding shares of Company common stock, including 30,000,000 public shares and 7,500,000 Founder Shares. The Company’s warrants do not have voting rightsregistered directly in connectionyour name with the Extension Amendment or the Trust Amendment.Company’s transfer agent, then you are a stockholder of record.

This proxy statement contains important information about the Special Meeting and the proposals. Please read it carefully and vote your shares.

We will pay for the entire cost of soliciting proxies. We have engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay Morrow Sodali LLC a fee of $30,000. We will also reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will decrease the cash available to us to consummate a business combination if the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate a business combination.

TABLE OF CONTENTS

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement, references to:

•        “Charter” are to our Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on November16, 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 November20, 2017;

•        “Class A common stock” are toWhat if my shares of our Class A common stock;

•        “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 September18, 2017, and the shares of our Class A common stock issuable upon the automatic conversion thereof at the closing of the business combination;

•        “IPO” or “initial public offering” are to our initial public offering of our securities that we completed on November21, 2017;

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

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

•        “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);

•        “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 consummation of the business combination;

•        “Sponsor” is 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;

•        “initial stockholders”registered directly in my name but are to holders of our Founder Shares prior to our initial public offering;

•        “Private Placement Warrants” are to the warrants issued to our Sponsorheld in a private placement that occurred simultaneously with the closing of our initial public offering; 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 STATEMENTSstreet name?

This proxy statement contains forward-looking statements. These forward-looking statements relate to our expectations for the implementation of the Extension in the event the Extension Amendment Proposal and the Trust Amendment Proposal are approved, 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 a number of 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.

All forward-looking statements included herein attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, we undertake no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

Q:     What is being voted onIf at the Special Meeting?

A:     You are being asked to vote on:

•        a proposal to amend our Charter to extend the date by which we have to consummate a business combination from November21, 2019 to December21, 2019, plus an option for the Company to further extend such date up to five times, initially to January21, 2020 and thereafter each by an additional 30 days to May20, 2020, a copy of which is attached asExhibit A to this proxy statement and as more fully described herein, which we refer to in this proxy statement as the “Extension Amendment Proposal”; and

•        a proposal to amend our Trust Agreement to extend the date on which to commence liquidating the Trust Account established in connection with our IPO in the event we have not consummated a business combination from November21, 2019 the Extended Date, a copy of which is attached asExhibit B to this proxy statement and as more fully described herein, which we refer to herein as the “Trust Amendment Proposal”.

Should we elect and/or the Seller request that we determine whether to extend the date (which initially will be extended to December21, 2019) by which we have to consummate the Business Combination (or, if the Business Combination is terminated, an alternative business combination) to January21, 2020 or thereafter for up to four additional 30-day periods ending on the Extended Date, we will publicly announce our decision no later than the close of business on the last dayRecord Date, your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are considered the “beneficial owner” of shares held in “street name” and the thenproxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares in your account.

-currentWhat does it mean if I receive more than one proxy card or voting instruction form? extension period.

If Seller doesyou received more than one proxy card or voting instruction form, your shares are registered in more than one name or are registered in different accounts. Please follow the voting instructions included in each proxy card and voting instruction form to ensure that all of your shares are voted.

If I am a stockholder of record of Common Stock, how do I cast my vote?

Voting at the Annual Meeting. If you attend the Annual Meeting and desire to vote during the meeting, you can vote through the virtual stockholder meeting platform at www.virtualshareholdermeeting.com/ID2022.  To vote at the meeting, please follow the instructions on your proxy card or Notice. We recommend you vote by proxy even if you plan to attend the Annual Meeting. You can always change your vote at the meeting.

Voting By Proxy. If you do not request that we extendwish to January21, 2020vote in person or any additional 30-day period thereafter and we also determine not to extend or our board of directors otherwise determines that we will not be ableattending the meeting, you may vote by proxy through the following means:

Please refer to consummate an initial business combinationthe specific instructions set forth on the Notice or printed proxy materials. For security reasons, our electronic voting system has been designed to authenticate your identity as a stockholder.

If you complete and submit your proxy before the meeting, the persons named as proxies will vote the shares represented by the Extended Date and does not wish to have an additional extension, our board of directors would wind up our affairs and redeem 100% of the outstanding public sharesyour proxy in accordance with your instructions. If you submit a proxy without giving voting instructions, your shares will be voted in the same procedures that would be applicable ifmanner recommended by the Extension Amendment proposal is not approved.Board of Directors on all matters presented in this Proxy Statement, and as the persons named as proxies may determine in their discretion with respect to any other matters properly presented at the meeting.

The Extension Amendment and the Trust Amendment are essential to the overall implementation

If I am a beneficial owner of the planCompany’s shares, how do I vote?

If you are a beneficial owner of shares held in street name through a brokerage firm, bank, dealer, or other similar organization, you will receive instructions from that organization, which you must follow to vote your shares. Brokerage firms, banks, dealers and other nominees typically have a process for their beneficial holders to provide voting instructions online or by telephone. If you hold your shares in street name and wish to vote at the virtual Annual Meeting, please obtain instructions on how to vote at the meeting from your broker, bank or other nominee.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are a stockholder of record, you may revoke your proxy in any one of three ways:

Please note, however, that any beneficial owner of our board of directors to extend the date that we have to complete the proposed Business Combination; although, if the Business Combination is terminated, Legacy may seek to use the Extension to complete an alternative business combination. Approval of the Extension Amendment and the Trust AmendmentCommon Stock whose shares are both a condition to the implementation of the Extension.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the approval of the Trust Amendment will constitute consent for us to remove the Withdrawal Amount from the Trust Account, deliver to the holders of redeemed public shares their portion of the Withdrawal Amount and retain the remainder of the funds in the Trust Account for our use in connection with consummating a business combination on or before the Extended Date.

We will not proceed with the Extension if redemptions of our public shares cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment and the Trust Amendment.

Q:     Why am I receiving this proxy statement?

A:     You are being asked to vote on:

•        a proposal to amend our Charter to extend the date by which we have to consummate a business combination from November21, 2019 to December21, 2019, plus an option for the Company to further extend such date up to five times, initially to January21, 2020 and thereafter by additional 30 day periods each to May20, 2020, a copy of which is attached asExhibit A to this proxy statement and as more fully described herein, which we refer to in this proxy statement as the “Extension Amendment Proposal”; and

•        a proposal to amend our Trust Agreement to extend the date on which to commence liquidating the Trust Account established in connection with our IPO in the event we have not consummated a business combination from November21, 2019 to the Extended Date, a copy of which is attached asExhibit B to this proxy statement and as more fully described herein, which we refer to herein as the “Trust Amendment Proposal”.

On August23, 2019, Legacy entered into the Share Exchange Agreement pursuant to which Legacy will purchase all of the issued and outstanding shares of a to be formed wholly-owned holding company organized in the Cayman Islands that at closing will hold the Blue Impact business.

The Extension Amendment and the Trust Amendment are essential to the overall implementation of the plan of our board of directors to extend the date that we have to complete the proposed Business Combination; although, if the Business Combination is terminated, Legacy may seek to use the Extension to complete an alternative business combination. Approval of the Extension Amendment and the Trust Amendment are both a condition to the implementation of the Extension.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the approval of the Trust Amendment will constitute consent for us to remove the Withdrawal Amount from the Trust Account, deliver to the holders of redeemed public shares their portion of the Withdrawal Amount and retain the remainder of the funds in the Trust Account for our use in connection with consummating the Business Combination (or, if terminated, an alternative business combination) on or before the Extended Date.

We will not proceed with the Extension if redemptions of our public shares cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment and the Trust Amendment.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with the Election will reduce the amount held in street name may (a) revoke his or her proxy and (b) attend and vote his or her shares at the Trust Account following the Election. We cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the amount remaining in the Trust Account after any redemptions may beAnnual Meeting only a small fraction of the approximately $306.8million that was in the Trust Account as of the record date. In such event, we will need to obtain additional funds to complete a business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties, or at all.

If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate the Business Combination by November21, 2019, as contemplated by our final IPO prospectus and in accordance with our Charter, we will: (i) cease all operations exceptapplicable rules and procedures that may then be employed by such beneficial owner’s brokerage firm, bank, dealer, or other similar organization.

What am I voting on?

The following proposals are scheduled for a vote at the purposeAnnual Meeting:

How many votes are needed to approve each proposal?

In voting with regard to Proposal 1, you may vote in favor or withhold authority to vote in favor of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeemeach nominee.  Directors will be elected by a plurality of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $50,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable and up to $750,000 released to us annually to fund working capital requirements) dividedvotes cast by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approvalholders of our remaining stockholdersshares present virtually or represented by proxy at the Annual Meeting 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.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our business combination by November21, 2019 or, if the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Extended Date. In the event of a liquidation, our Sponsor, our officers and directors and our other initial stockholders will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Warrants; however, our initial stockholders who have acquired public shares after our IPO will be entitled to monies from the Trust Account with respect to such public shares if we fail to complete our business combination by November21, 2019 or, if the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Extended Date.

Q:     Why is Legacy proposing the Extension Amendment and the Trust Amendment?

A:     Our Charter provides that Legacy has until November21, 2019 to complete a business combination. On August23, 2019, Legacy entered into the Share Exchange Agreement pursuant to which Legacy will purchase all of the issued and outstanding shares of a to be formed wholly-owned holding company organized in the Cayman Islands that at closing will hold the Blue Impact business. The purpose of the Extension Amendment is to allow the Company more time to complete the proposed Business Combination; although, if the Business Combination is

terminated, Legacy may seek to use the Extension to complete an alternative business combination. Accordingly, our board of directors has determined that it is in the best interests of our stockholders to extend the date that the Company has to consummate the Business Combination (or, if the Business Combination is terminated, an alternative business combination) to the Extended Date.

The Company believes that given the Company’s expenditure of time, effort and money on searching for potential business combination opportunities, circumstances warrant providing public stockholders an opportunity to consider the proposed Business Combination. Accordingly, the Company’s board of directors is proposing the Extension Amendment to amend the Company’s Charter in the form set forth inExhibit A to extend the date by which the Company has to complete a business combination, and is proposing the Trust Amendment to amend the Trust Agreement in the form set forth inExhibit B to extend the date on which the Trustee must liquidate the Trust Account.

You arenot being asked to vote on the proposed Business Combination at this time. If the ExtensionProposal 1, provided a quorum is implemented and you do not elect to redeem your public shares now, youpresent.  Abstentions will retain the right to votehave no effect on the Business Combination (andelection of directors.

In voting with regard to exercise redemption rights, ifyouso choose) when it is submitted to stockholders for approval or the Company has not consummated the Business Combination (or an alternative business combination) by the Extended Date.

Q:     Why should I vote “FOR” the Extension Amendment Proposal?

A:     The Company’s board of directors believes stockholders will benefit from the Company consummating a business combination and is proposing the Extension Amendment to extend the date by which the Company has to complete the proposed Business Combination (or, if terminated, an alternative business combination) until the Extended Date and to permit the withdrawal of funds from the Trust Account to pay stockholders who properly exercise their redemption rights in connection with the Extension Amendment. The Extension would give the Company additional time to complete a business combination.

Given the Company’s expenditure of time, effort and money on searching for potential business combination opportunities, circumstances warrant providing public stockholders an opportunity to consider the proposed Business Combination, inasmuch as the Company is also affording stockholders who wish to redeem their public shares as originally contemplated, the opportunity to do so as well. Accordingly, we believe that the Extension is consistent with the spirit in which the Company offered its securities to the public.

Our board of directors recommends thatProposal 2, you may vote in favor of the Extension Amendment, but expresses no opinion as to whether you should redeem your public shares.

Q:     Why should I vote “FOR” the Trust Amendment Proposal?

A:     As discussed above, our board of directors believes that stockholders will benefit from the Company consummating the proposed Business Combination (or, if terminated, an alternative business combination), and approval of the Trust Amendment is a condition to the implementation of the Extension Amendment.

Whether a holder of public shares votes in favor of orproposal, against the Extension Amendment Proposal and the Trust Amendment Proposal, if such proposals are approved, the holder may, but is notproposal, or abstain from voting. The vote required to redeem all or a portion of its public shares for 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 up to $750,000 released to us annually to fund working capital requirements), divided by the number of then outstanding public shares. We will not proceed with the Extension if redemptions or repurchases of our public shares cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendmentapprove Proposal and the Trust Amendment Proposal.

Liquidation of the Trust Account2 is a fundamental obligation of the Company to the public stockholders and we are not proposing and will not propose to change that obligation to the public stockholders. If holders of public shares do not elect to redeem their public shares, such holders shall retain redemption rights in connection with any business combination we propose. Assuming the Extension Amendment is approved, we will have until the Extended Date to complete a business combination.

Our board of directors recommends that you vote in favor of the Trust Amendment, but expresses no opinion as to whether you should redeem your public shares.

Q:     When would the board of directors abandon the Extension Amendment Proposal and the Trust Amendment Proposal?

A:     Our board of directors will abandon the Extension Amendment Proposal and the Trust Amendment Proposal if our stockholders do not approve both the Extension Amendment and the Trust Amendment. In addition, notwithstanding stockholder approval of the Extension Amendment and the Trust Amendment, our board of directors will retain the right to abandon and not implement the Extension Amendment and the Trust Amendment at any time without any further action by our stockholders.

Q:     How do the Company insiders intend to vote their shares?

A:     Our Sponsor and all of our directors, executive officers, and their respective affiliates are expected to vote any common stock over which they have voting control (including any public shares that they may then own) in favor of the Extension Amendment Proposal and the Trust Amendment Proposal. Currently, our Sponsor and our officers and directors own approximately 20% of our issued and outstanding shares of common stock consisting of all of the Founder Shares. Our Sponsor, our directors, executive officers, and their respective affiliates do not intend to purchase shares of common stock in the open market or in privately negotiated transactions in connection with the stockholder vote on the Extension Amendment Proposal and the Trust Amendment Proposal.

Q:     What vote is required to adopt the Extension Amendment Proposal?

A:     Approval of the Extension Amendment Proposal requires the affirmative vote of at least 65% of the Company’s outstanding shares of Class A common stock and Class F common stock, voting together as a single class. Approval of the Trust Amendment Proposal is a condition to the implementation of the Extension Amendment.

Q:     What vote is required to approve the Trust Amendment Proposal?

A:     Approval of the Trust Amendment Proposal requires the affirmative vote of at least 65% of the Company’s outstanding shares of Class A common stock and Class F common stock, voting together as a single class. Approval of the Trust Amendment Proposal is a condition to the implementation of the Extension Amendment.

Q:     Will you seek any further extensions to liquidate the Trust Account?

A:     Other than the extension until the Extended Date as described in this proxy statement, the Company does not currently anticipate seeking any further extension to consummate a business combination, although it may determine to do so in the future.

Q:     What happens if the Extension Amendment Proposal or the Trust Amendment Proposal is not approved?

A:     If the Extension Amendment Proposal or the Trust Amendment Proposal is not approved and we have not consummated a business combination by November21, 2019, 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 the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $50,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable and up to $750,000 released to us annually to fund working capital requirements) divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating 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.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our business combination by November21, 2019 or, if the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Extended Date. In the event of a liquidation, our Sponsor, our officers and directors and our other initial stockholders will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Warrants; however,

our initial stockholders who have acquired public shares after our IPO will be entitled to monies from the Trust Account with respect to such public shares if we fail to complete our business combination by November21, 2019 or, if the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Extended Date.

Q:     If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, what happens next?

A:     If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company will file an amendment to the Charter with the Secretary of State of the State of Delaware in the form ofExhibit A hereto to extend the time it must complete a business combination until the Extended Date. The Company will remain a reporting company under the Exchange Act, and its units, Class A common stock and warrants will remain publicly traded. The Company will continue to work to consummate a business combination by the Extended Date.

Should we elect and/or the Seller request that we extend the date (which initially will be extended to December21, 2019) by which we have to consummate the Business Combination (or, if the Business Combination is terminated, an alternative business combination) to January21, 2020 or thereafter for up to four additional 30-day periods ending on Extended Date, we will publicly announce our decision no later than the close of business on the last day of the then-current extension period. If Seller does not request that we extend to January21, 2020 or any additional 30-day period thereafter and we also determine not to extend or our board of directors otherwise determines that we will not be able to consummate an initial business combination by the Extended Date and does not wish to have an additional extension, our board of directors would wind up our affairs and redeem 100% of the outstanding public shares in accordance with the same procedures that would be applicable if the Extension Amendment proposal is not approved.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, to the extent any public stockholders have elected to have their public shares redeemed, the associated Withdrawal Amount will be removed from the Trust Account and will reduce the amount remaining in the Trust Account and increase the percentage interest of our common stock held by our Sponsor, our officers and directors and our other initial stockholders as a result of their ownership of the Founder Shares.

Notwithstanding stockholder approval of the Extension Amendment and the Trust Amendment, our board of directors will retain the right to abandon and not implement the Extension Amendment and the Trust Amendment at any time without any further action by our stockholders.

Q:     What happens to the warrants if the Extension Amendment and the Trust Amendment arenot approved?

A:     If the Extension Amendment and the Trust Amendment arenot approved and we have not consummated a business combination by November21, 2019, 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 the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $50,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable and up to $750,000 released to us annually to fund working capital requirements) divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating 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.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our business combination by November21, 2019.

Q:     What happens to the warrants if the Extension Amendment Proposal and the Trust Amendment Proposal are approved?

A:     If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, we will retain the blank check company restrictions previously applicable to us and continue to attempt to consummate a business combination until the Extended Date. The public warrants will remain outstanding in accordance with their terms.

Q:     Would I still be able to exercise my redemption rights if I vote “AGAINST” any subsequently proposed business combination?

A:     Unless you elect to redeem your public shares at this time, you will be able to vote on the proposed Business Combination (or any subsequently proposed business combination) when it is submitted to stockholders. If you disagree with the Business Combination, you will retain your right to redeem your public shares upon consummation of the Business Combination in connection with the stockholder vote to approve the Business Combination, subject to any limitations set forth in our Charter.

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 September6, 2019, 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 30,000,000shares of our Class A common stock and 7,500,000shares of our Class F common stock outstanding.

See “How do I gain admission to the Special Meeting” for additional information.

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 at least a majority of the outstanding shares of Class A common stock and Class F common stock on the record date arepresent virtually or represented by stockholders presentproxy at the meeting in person or by proxy.

Your sharesAnnual Meeting and entitled to vote on Proposal 2, provided a quorum is present. Abstentions will be counted towardsconsidered in determining the quorum only if you submit a valid proxy (or onenumber of votes required to obtain the necessary majority vote for the proposal and therefore will have the same legal effect as votes against the proposal.

The Company is submitted on your behalf by your bank, broker or other nominee) or if you vote in personnot aware, as of the date hereof, of any matters to be voted upon at the Special Meeting. AbstentionsAnnual Meeting other than those stated in this Proxy Statement. If any other matters are properly brought before the Annual Meeting and broker non-votes will be counted towardsyou do not instruct the quorum requirement. If there is no quorum,persons named as your proxies to vote on these matters, your proxy might give authority to the chairman ofpersons named as proxies to vote the meeting may adjourn the Special Meeting to another date.shares represented thereby in their discretion. See “How are votes counted?” below.

As of the record date for the Special Meeting, 18,750,001shares of our common stock would be required to achieve a quorum.

Q:     How are votes counted?

A:     For each of the Extension Amendment Proposal and the Trust Amendment Proposal, you may vote “FOR,” “AGAINST,” or “ABSTAIN.” If you elect to “ABSTAIN,” the abstention will have the same effect as a vote “AGAINST” such proposal.

If you provide specific instructions with regard to a proposal, your shares will be voted as you instruct on such proposal. If no instructions are indicated on a properly executed proxy card, the shares will be voted as recommended by our board of directors. (See “What will happen if I submit my proxy but do not vote on a proposal?” for additional information.)

Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR”votes “For” and “AGAINST” votes“Against,” abstentions and, abstentions.

Q:     What vote is required to approve the Extension Amendment Proposal and the Trust Amendment Proposal?

A:     Eachif applicable, broker non-votes. A “broker non-vote” occurs when a stockholder of the Extension Amendment Proposal and the Trust Amendment Proposal must be approved by the affirmative vote of at least 65% of the Company’s outstanding shares of Class A common stock and Class F common stock, voting togetherrecord, such as a single class.

Accordingly,broker, holding shares for a Company stockholder’s failure tobeneficial owner does not vote by proxy or to vote in person aton a particular item because the Special Meeting or an abstentionstockholder of record does not have discretionary voting power with respect to that item and has not received voting instructions from the Extension Amendmentbeneficial owner.  Broker non-votes will be counted for the purpose of determining if a quorum is present. If your shares are held in street name and you do not vote your shares, your bank or brokerage firm can only vote your shares in their discretion for proposals which are considered “routine” proposals. Proposal or Trust Amendment2, the ratification of the appointment of our independent registered public accounting firm, is considered a routine proposal, and therefore we do not expect any broker non-votes on Proposal 2. Proposal 1 is a “non-routine” proposal, and therefore there may be broker non-votes with respect to Proposal 1. However, broker non-votes will havenot affect the same effect as aoutcome of the vote “AGAINST” suchon that proposal.

Q:     What if I return a proxy card but do not make specific choices?

If you return a signed and dated proxy card without marking any voting selections, then the shares represented by that proxy card will be voted FOR the election of all three director nominees and FOR the ratification of the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the year ending December 31, 2022.

What are the costs of soliciting these proxies?

We will pay all of the costs of soliciting these proxies. Our officers, directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these officers, directors and employees no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses.

When will voting rightsresults be made available?

We will announce the final voting results in a Current Report on Form 8-K that will be filed with the SEC within four business days following the Annual Meeting.

ELECTION OF DIRECTORS (PROPOSAL NO. 1)

Proposal No. 1 is a proposal to elect three persons to serve as directors on our Board. All of the nominees are currently serving as our directors. Our Certificate of Incorporation provides that our Board is divided into two classes, Class I and Class II, with members of each class typically serving staggered two-year terms. However, because we did not hold an Annual Meeting of Stockholders in 2020, due to the timing of when the business combination of our company (the “Business Combination”) was consummated, both classes of directors were nominated for re-election, and were elected, at the 2021 Annual Meeting of Stockholders, with the three Class I directors elected to serve for a one-year term expiring at the 2022 Annual Meeting of Stockholders and the four Class II directors elected to serve for a two-year term expiring at the 2023 Annual Meeting of Stockholders.

The current members of each class of stock?directors are as follows:

The Board, based on the recommendation of the Nominating and Corporate Governance Committee, has nominated Darryl T.F. McCall, Rahul Petkar and Ann M. Schwister for re-election as Class I directors to serve for a two-year term expiring at the 2024 Annual Meeting of Stockholders.

If elected, each director nominee would hold office until the Annual Meeting of Stockholders in 2024 and until his or her successor is elected and qualified, or his or her earlier death, resignation or removal. Stockholders cannot vote for a greater number of persons than the three nominees named. All of the Board’s director nominees have consented to be named in this proxy statement and to serve as a director, if elected.

If, prior to the Annual Meeting, any of the nominees should be unavailable to serve for any reason, the Board may (i) designate a substitute nominee or nominees (in which event the persons named on the enclosed proxy card will vote the shares represented by all valid proxy cards for the election of such substitute nominee or nominees), (ii) allow the vacancy(ies) to remain open until a suitable candidate or candidates are located, or (iii) by resolution provide for a lesser number of directors. A:The Board has no reason to believe that any of its nominees will be unable to serve.     For each proposal, stockholders

Directors are elected by a plurality of the votes cast by holders of our shares present virtually or represented by proxy at the Annual Meeting and entitled to vote on Proposal 1, provided a quorum is present. Stockholders do not have the right to cumulate their votes in the election of directors or with respect to any other proposal or matter. Assuming a quorum is present, the seven validly nominated individuals receiving the highest number of votes cast one voteat the Annual Meeting will be elected directors.

Summarized below is certain information concerning the nominees for each sharedirector and the directors whose term of Class A common stock held asoffice is not expiring at the Annual Meeting, including a brief account of the record dateeducation and 1 vote for each share of Class F common stock held as ofbusiness experience during at least the record date. past five years.  There are no cumulative voting rights.family relationships between any director, executive officer, or person nominated to become a director.

Director Nominees and Continuing Directors

Class I Director Nominees

Darryl T. F. McCall, age 67, has served as a director of the Company since Legacy Acquisition Corp.’s (“Legacy”) inception in 2016 and served as Legacy’s President and COO since Legacy’s inception until the Business Combination. With more than 35 years of domestic and international operating experience with consumer products businesses, Mr. McCall will provide us with a broad range of functional expertise and executive leadership experience. Mr. McCall served as Executive Vice President and Executive Committee member at Coty Inc. from 2008 to 2014 where his key responsibilities involved the management of numerous global manufacturing facilities and distribution centers. During his tenure at Coty, Mr. McCall also held major responsibilities related to the integration of 5 acquired businesses and helped lead the company through its $1.0 billion initial public offering in 2013. Prior to joining Coty, Mr. McCall held numerous positions at Procter & Gamble from 1978 to 2008. From 2007 to 2008, Mr. McCall was Product Supply Vice President — Global Fabric Care, leading a global organization comprised of more than 35 manufacturing operations centers and more than 16,000 employees. From 2005 to 2006, Mr. McCall served as General Manager of Procter & Gamble’s Global Personal Cleansing Care Division which oversees brands such as Camay^®, Gillette^®, Ivory^®, Olay^®, Old Spice^®, and Zest^®. Mr. McCall also held significant responsibilities for integrating certain of Procter & Gamble’s large acquisitions. Notable examples include the leadership of the supply chain integration of Gillette^® and Wella^®. Over the course of his career Mr. McCall has managed operations in Belgium, Canada, the United Kingdom, France, Switzerland and the United States. He also is an outside independent Director for HCP Packaging.

8

Rahul Petkar, age 62, has served as a director of the Company since November 20, 2020. Mr. Petkar is a business leader with over thirty-five years of experience in the financial services and technology sectors spanning Asia, Middle East, North America and Latin America, and is a strategic advisor and board member to both public and private financial technology startups in the United States and Canada. He is President and CEO of Ishkan Inc. a Canada corporation, and established Polaris Canada, a banking technology company providing services to all major Canadian banks and select U.S. financial institutions. He also served as Director of International Development at TD Waterhouse, where he was a core member of the team responsible for the global expansion of its brokerage and wealth management business to Japan, the United Kingdom, Luxembourg, and Hong Kong.

Ann M. Schwister, age 54, has served as a director of the Company since November 20, 2020. Ms. Schwister has 29 years of domestic and international operational experience at Procter and Gamble. She served as Vice President and CFO of Procter and Gamble’s two most important regions, North America and Greater China and Vice President and CFO for the Global Oral Care business. Since retiring from Procter and Gamble in 2018, Ms. Schwister has been a strategic advisor working with several organizations including social enterprises and a small family owned business. She also serves on the Executive Committee and board of the Greater Cincinnati Foundation where she chaired the Finance and Audit Committee for six years. Additionally, she has served on the CFO Committee of the Grocery Manufacturers Association and the Wisconsin School of Business Dean’s Advisory Board. In these roles, Ms. Schwister has amassed significant experience regarding Global P&L responsibilities, gained a deep understanding of consumers and digital and traditional retail environments, and gained experience with respect to small businesses. Ms. Schwister is also a director of Wejo Group Limited, a provider of cloud and software analytics for connected, electric, and autonomous mobility. She is a qualified audit committee financial expert and has corporate governance expertise. She has a BBA degree in Finance with a specialization in International Business from the University of Wisconsin-Madison.

Class II Directors (Term Expiring in 2023)

Aditya Jha, age 66, has served as a director of the Company since November 20, 2020. His entrepreneurial pursuits have included startup technology ventures in the United States and internationally as well as turn-around businesses in Canada. He co-founded a software company, Isopia Inc., which was acquired by Sun Microsystems Inc., USA in 2001. He also served as General Manager, eBusiness at Bell Canada. He is a Member of the Order of Canada (Canada’s highest civilian honors).

Prashant Pathak, age 50, has served as a director of the Company since November 20, 2020 and is the Chairman of the Board. Mr. Pathak has served as CEO of Ekagrata Inc., a business building oriented principal investment company, since January 2015 and as a Principal of In Colour Capital Inc., an independent principal investment group, since April 2015. He has been an appointee of the Government of Canada on the Board of the Business Development Bank of Canada for nearly a decade. Previously, Mr. Pathak has been a Partner of McKinsey & Company Inc. At McKinsey he was a leader of the North American Telecom Practice, the Financial Services Practices and a leader in the Strategy & Corporate Finance Practice. He has also been part of the startup team and the Managing Partner of ReichmannHauer Capital Partners, a successful Canadian investment firm. Mr. Pathak has an MBA from INSEAD with Distinction and a B.Tech degree in Electrical Engineering from The Indian Institute of Technology (“IIT”), where he was adjudged the Best All-round Graduating Student of his class. He also has a Diploma in Fuzzy Logic from IIT.

Edwin J. Rigaud, age 78, served as the Chairman and Chief Executive Officer of Legacy from its inception in 2016 until the Business Combination establishing PARTS iD Inc. in 2020, when he was named a director of PARTS iD, Inc. Mr. Rigaud has more than 50 years of business experience across a multitude of operating and leadership roles. In 2007, Mr. Rigaud founded EnovaPremier and commenced operations through the acquisition of the assets of T&WA, Inc. Since that time, he has served as owner and the President and Chief Executive Officer of EnovaPremier (2007-2018) and as Chairman (2019) while guiding that company to a position as one of the leading providers of automotive tire & wheel pre-assembly services in the United States. Prior to founding EnovaPremier, Mr. Rigaud served in numerous operating and management capacities at Procter & Gamble from 1965 to 2001. Mr. Rigaud’s notable leadership positions at Procter & Gamble included his role as a Vice President of Food & Beverage Products and as a Vice President of Government Relations in North America. Adding to his experience as a senior manager, Mr. Rigaud developed significant expertise in product development and brand management having been the first Technical Brand Manager in the exploratory phase of Pringle’s, and ultimately the Product Development Group Leader during the execution of Pringle’s national launch. Mr. Rigaud also led the product development efforts of Secret Deodorant & Antiperspirant improvements, including key active ingredient technology and perfume upgrades, while having direct participation with the Leo Burnett Agency in the creation of the famous advertising slogan, “strong enough for a man, but made for a woman.” Mr. Rigaud’s leadership in these efforts helped to facilitate a major relaunch of the Secret brand. He was ultimately named a Director in Product Development. Outside of his corporate leadership experience, Mr. Rigaud has served on the Board of the Federal Reserve Bank of Cleveland and the Board of the local affiliate of Fifth Third Bank of Cincinnati. Mr. Rigaud has also held appointments by Governor Bob Taft to the Ohio Board of Regents, and by President George W. Bush to the national Institute of Museum and Library Services. In 1997, Mr. Rigaud became the first CEO of the National Underground Railroad Freedom Center, located in Cincinnati, Ohio. This 9-year development program included raising $110 million while working closely with John Pepper, former Chairman and CEO of Procter & Gamble, who served as the national building Campaign Chairman. Mr. Rigaud is also the head of one of the first African American co-ownership groups of a Major League Baseball franchise, the Cincinnati Reds. Mr. Rigaud also serves as a director of Graf Acquisition Corp. IV, a blank check company.

Richard White, age 68, has served as a director of the Company since Legacy’s inception in 2017. Mr. White has served as chief executive officer of Aeolus Capital Group Ltd., a financial and strategic management advisory firm, since May 2017. Mr. White served as Managing Director and head of Oppenheimer & Co. Inc.’s. Private Equity and Special Products Department from 2004 until April 2017. From 1997 until 2002, Mr. White was a Managing Director of CIBC Capital Partners, the private equity merchant banking division of Canadian Imperial Bank of Commerce, the successor by acquisition of Oppenheimer & Co., Inc. From 1985 until 1997, Mr. White was a Managing Director and one of approximately 30 General Partners of Oppenheimer & Co. Inc. Mr. White was responsible for founding and building several of its investment banking industry groups including consumer products, business services, industrials, technology, gaming and leisure, and real estate. Mr. White also headed Oppenheimer’s mergers and acquisitions department. Mr. White is a CPA. Mr. White is the Lead Independent Director of G-III Apparel Group Ltd., a manufacturer, retailer, and distributor of apparel (Nasdaq: “GIII”). Mr. White is a director of G-III Apparel Group, Ltd., which designs, sources and markets apparel and accessories under owned, licensed and private label brands. He previously served on the board of directors recommend voting forEscalade, Incorporated, a manufacturer, importer and distributor of sporting goods. Mr. White holds a Master of Business Administration from the approvalWharton School of the Extension Amendment ProposalUniversity of Pennsylvania and a B.A. from Tufts University.

The Board recommends that stockholders vote FOR each of the Class I director nominees named above for re-election to the Board.

Legal Proceedings

Directors or Executive Officers as Parties Adverse to the Company

The following are material proceedings to which certain of our directors or executive officers is a party adverse to, or has a material interest adverse to, the Company or its subsidiaries.

The Company (i) has been named as a defendant in Stanislav Royzenshteyn and Roman Gerashenko v. Prashant Pathak, Carey Kurtin, Ekagrata, Inc., Onyx Enterprises Canada Inc., Onyx Enterprises Int’l Corp. (“Onyx”), In Colour Capital, Inc., J. William Kurtin, (ii) has been named as a nominal defendant in Onyx Enterprises Canada Inc. v. Stanislav Royzenshteyn and Roman Gerashenko and Onyx Enterprises Int’l, Corp., and (iii) has been named as a third-party defendant in Prashant Pathak and Carey Kurtin v. Onyx Enterprises Int’l Corp., all in the Superior Court of New Jersey, Chancery Division, Monmouth County (collectively with all other matters related to the foregoing litigation, the “Stockholder Litigation”). The initial claim, made on February 12, 2018, stemmed from disputes between Stanislav Royzenshteyn and Roman Gerashenko (together, the “Founder Stockholders”) and Onyx Enterprises Canada Inc. and its principals (collectively, the “Investor Stockholder and Principals”) arising from circumstances relating to a 2015 Series A financing in which the Investor Stockholder and Principals participated. The Founder Stockholders allege, among other things, that they agreed to sell their shares in Onyx in reliance upon statements of the Investor Stockholder and Principals that they subsequently would bring additional investors and capital to Onyx and that the Investor Stockholder and Principals fraudulently and intentionally made material misstatements concerning Onyx’s valuation to potential investors. The initial complaint has since been withdrawn and amended multiple times to both defend the initial cause of action and add new causes of action against the Investor Stockholder and Principals; meanwhile, the Investor Stockholder and Principals have sought to dismiss the claim. The Founder Stockholders are seeking legal relief in the form of damages and equitable relief in the form of rescission. The initial claims were expanded to include two orders to show cause, one regarding the Company’s termination of Roman Gerashenko as Chief Executive Officer on December 24, 2018 and the Trust Amendment Proposal?second requesting removal of Kailas Agrawal as the court appointed independent provisional director. The court denied both on January 10, 2019, but Mr. Gerashenko’s employment-related claims were preserved for a potential future action. On February 21, 2019, the Investor Stockholder and Principals filed a motion to dismiss the amended complaint, but the court denied that motion.

A:     Yes. After careful consideration

While the core dispute rests between the Founder Stockholders and the Investor Stockholder and Principals, the Investor Stockholder and Principals have made claims directly against the Company alleging that the Company has an obligation to indemnify certain individuals affiliated with the Investor Stockholder and Principals pursuant to director indemnification agreements signed by the Company and such individuals. On March 13, 2019, the Founder Stockholders requested that the court not grant such relief to the Investor Stockholders and Principals. In addition, the Founder Stockholders tendered a demand for indemnification to the Company arising from certain claims asserted against them by the Investor Stockholder and Principals in the Stockholder Litigation. On December 16, 2020, the disinterested directors of the terms and conditions of these proposals, our board of directors hasBoard determined that the Extension AmendmentFounder Stockholders were not entitled to indemnification. Counsel for the Founder Stockholders was informed on December 18, 2020 of the Board’s decision. The Company also filed an answer to the complaint together with defenses to the claims for indemnification and have denied any wrongdoing or liability by the Trust AmendmentCompany. Discovery is closed, but there are several pending discovery issues that remain outstanding.

The Investor Stockholder and Principals filed a motion for summary judgment seeking dismissal of all of the claims brought by the Founder Stockholders, which motion was heard on February 19, 2021. On August 31, 2021, the court issued an order granting in part and denying in part the motion for summary judgment, by which order eight claims were dismissed and seven claims were preserved. Pursuant to the court’s opinion, all of the derivative claims brought by the plaintiffs against the Company were dismissed. The only remaining claim against the Company is the defendants’ claim for indemnification.

At this point in the Stockholder Litigation, with discovery issues outstanding, no opinion can be offered as to the potential outcome of the Stockholder Litigation or as to any potential exposure of the Company to any monetary judgment.

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM (PROPOSAL NO. 2)

Proposal No. 2 is a proposal to ratify the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

The Audit Committee of our Board, in accordance with its charter and authority delegated to it by the Board, has appointed the firm of WithumSmith+Brown, PC to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2022. As a matter of good corporate practice, the Board has directed that such appointment be submitted to our stockholders for ratification at the Annual Meeting.  WithumSmith+Brown, PC has served as our independent registered public accounting firm since 2020 and is considered by our Audit Committee to be well qualified.

If the stockholders do not ratify the appointment of WithumSmith+Brown, PC, the Audit Committee will reconsider the appointment.  Even if the stockholders ratify the appointment, the Audit Committee, in its discretion, may appoint a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders.

The board of directorsBoard unanimously recommends that our stockholdersyou vote “FOR” the Extension Amendment Proposal and the Trust Amendment Proposal.

Q:     How do I gain admission to the Special Meeting?

A:     If you are astockholder, except 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 aregistered stockholder and did not receive a proxy card, please call, William C. Finn, our Secretary at (513) 618-7161 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:

•        An admission ticket that you received from your bank, broker or other nominee; or

•        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:     What is the difference between a registered stockholder and a stockholder who owns stock in street name?

A:     If you hold shares of Class A common stock or Class F common stock directly in your name, you are a registered stockholder. If you own your Company shares indirectly through a bank, broker, or other nominee, those shares are held instreet name.

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. You can vote your shares by mail by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

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.

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

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: Mark Zimkind. To be valid, proxy cards must be received before the start of the Special Meeting.

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

A:     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. EDT on October21, 2019). The notice should be addressed as follows:

1308 Race Street, Suite 200

Cincinnati, Ohio 45202

Attn: Secretary

•        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 will happen if I submit my proxy but do not vote on a proposal?

A:     If you submit a valid proxy but fail to provide instructions on how you want your shares to be voted, properly submitted proxies will be voted:

•        “FOR” the Extension Amendment Proposal; and

•        “FOR” the Trust Amendment Proposal.

Q:     What will happen if I neither submit my proxy nor vote my shares in person at the Special Meeting?

A:     If you are a registered stockholder, your shares will not be voted.

If your shares are held instreet name, your bank, broker or other nominee does not have discretionary authority to vote your shares on the Extension Amendment Proposal and the Trust Amendment Proposal and your shares cannot be voted by your bank, broker or other nominee without your instructions.

Accordingly, your failure to vote or a broker non-vote with respect to the Extension Amendment Proposal or Trust Amendment Proposal will have the same effect as a vote “AGAINST” such proposal.

Q:     What do I do if I donot want the Extension Amendment Proposal or the Trust Amendment Proposal to be approved?

A:     If you do not want the Extension Amendment Proposal or Trust Amendment Proposal to be approved, you must abstain, not vote, or vote “AGAINST” the proposals.

Q:     What does it mean if I receive more than one set of materials?

A:     You probably have multiple accounts with us and/or banks, brokers or other nominees. You should vote all of the shares represented by the proxy cards and/or voting instruction forms. Certain banks, brokers or other nominees have procedures in place to discontinue duplicate mailings upon a stockholder’s request. You should contact your bank, broker or other nominee for more information.

Q:     How many shares must be present to conduct business at the Special Meeting?

A:     To carry on the business of the Special Meeting, holders of shares of our outstanding capital stock representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting shall constitute a quorum for the transaction of business at the Special Meeting.

Q:     Are abstentions and broker non-votes counted in the vote totals?

A:     A broker non-vote occurs when shares held by a bank, broker or other nominee are not voted with respect to a particular proposal because the bank, broker or other nominee does not have discretionary authority to vote on the matter and has not received voting instructions from its clients. If your bank, broker or other nominee holds your shares in its name and you do not instruct your bank, broker or other nominee how to vote, your bank, broker or other nominee will only have discretion to vote your shares on “routine” matters. Where a proposal is not “routine,” a bank, broker or other nominee who has received no instructions from its clients does not have discretion to vote its clients’ uninstructed shares on that proposal. When a bank, broker or other nominee is unable to vote shares for this reason, it is called a “broker non-vote.” At our Special Meeting, the Extension Amendment Proposal and the Trust Amendment Proposal are not routine and cannot be voted by your bank, broker or other nominee without your instructions.

Broker non-votes and abstentions by stockholders from voting (including banks, brokers or other nominees holding their clients’ shares of record who cause abstentions to be recorded) will be counted towards determining whether or not a quorum is present. A broker non-vote with respect to the Extension Amendment Proposal or Trust Amendment Proposal will have the same effect as a vote “AGAINST” such proposal.

Q:     What interests do the Company’s Sponsor, directors and officers have in the approval of the proposals?

A:     Our Sponsor, directors and officers and other initial stockholders have interests in the proposals that may be different from, or in addition to, your interests as a stockholder. These interests include ownership of 7,500,000 Founder Shares (purchased for $25,000) and 17,500,000 Private Placement Warrants (purchased for $8.75million), which would expire worthless if a business combination is not consummated, and the possibility of future compensatory arrangements. See the section entitled “Proposal No. 1 andFOR Proposal No. 2 — The Extension Amendment andto ratify the Trust Amendment — Interestsappointment ofWithumSmith+Brown, PC as the Company’s Directors and Officers”.

Q:     Do I have appraisal rights if I object toindependent registered public accounting firm for the Extension Amendment and the Trust Amendment?fiscal year ending December 31, 2022.

A:     Our stockholders doIf not have appraisal rights in connection with the Extension Amendment or the Trust Amendment under the DGCL.

Q:     Will any other business be transacted at the meeting? If so, how will my proxy be voted?

A:     Management does not know of any business to be transacted at the Special Meeting other than those matters described in this proxy statement. However, should any other matters properly come before the meeting, and any adjournments or postponements thereof, shares with respect to which voting authority has been granted to theotherwise specified, proxies will be voted by“FOR” the proxies in accordance with their judgment.ratification of WithumSmith+Brown, PC.

Q:     How do I redeem my shares of common stock?BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

A:     If the Extension is implemented, our public stockholders may seek to redeem all or a portion of their 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 up to $750,000 released to us annually to fund working capital requirements), divided by the number of then outstanding public shares. Public stockholders may exercise their redemption rights regardless of whether such public stockholders were holders as of the record date.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when a business combination is submitted to the stockholders, subject to any limitations set forth in our Charter as amended by the Extension Amendment. In addition, public stockholders who do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed a business combination by the Extended Date.

In order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern daylight time on October18, 2019 (two business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

Q:     Who will pay the cost of soliciting votes for the Special Meeting?

A:     We will pay for the entire cost of soliciting proxies. We have engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay Morrow Sodali LLC a fee of $30,000. We will also reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will decrease the cash available to us to consummate a business combination if the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate a business combination.

Q:     What do I need to do now?

A:     We urge you to read carefully and consider the information contained in this proxy statement, including the exhibits, and to consider how the proposals will affect you as our stockholder. You should then vote as soon as possible in accordanceStockholder Communications with the instructions provided in this proxy statement and on the enclosed proxy card.

Q:     Who can help answer my questions?Board of Directors

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

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

You may also 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

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

SPECIAL MEETING OF STOCKHOLDERS

General

This proxy statement is being furnished to the holders of Class A common stock and Class F common stockStockholders of the Company wishing to send a written communication to the Board, a Board committee or an individual director should send the written communication to: PARTS iD, Inc., Attention: Investor Relations, 1 Corporate Drive, Suite C, Cranbury, New Jersey 08512. Any such communication should include the stockholder’s name and address and identify any individual directors or committees of the Board to which the stockholder would like to have the written communication sent. The Corporate Secretary, or his or her designee, will, in connection withsuch manner as he or she deems appropriate, collect and organize such stockholder communications and periodically forward them to the solicitation by our Board of Directors of proxiesor a committee or individual director, as applicable. The Corporate Secretary may refuse to forward material which he or she determines in good faith to be voted atcommercial, frivolous or otherwise inappropriate for delivery.

Board Leadership Structure and Risk Oversight

The Board recognizes that the special meetingleadership structure and combination or separation of stockholdersthe Chief Executive Officer and Chairman roles is driven by the needs of the Company (the “Special Meeting”) to be held on Tuesday, October22, 2019, at 11:00 a.m., Eastern Time, atany point in time. As a result, the corporate headquartersBoard does not have a fixed policy regarding the separation of the company located at 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, or at any adjournment or postponementoffices of Chief Executive Officer and Chairman and believes that it should maintain the Special Meeting. This proxy statement contains important information regardingflexibility to select the Special Meeting, the proposals on which you are being askedChairman and its leadership structure, from time to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement and the other proxy materials are first being made available on or about September30, 2019 to all stockholders entitled to notice of, and to vote at, the Special Meeting. At the close of business on September6, 2019, the record date for the Special Meeting, there were 30,000,000shares of Class A common stock and 7,500,000shares 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 businesstime, based on the record date are entitled to notice of, attend and to vote at, the Special Meeting and any adjournment or postponement thereof.

Date, Time and Place of Special Meeting

The Special Meeting will be held at 11:00 a.m., Eastern Time, on Tuesday, October22, 2019, at the corporate headquarters of the company located at 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Voting Power; Record Date

As a stockholder of the Company, you have a right to vote on certain matters affecting the Company. The proposalscriteria that will be presented at the Special Meeting and upon which you are being asked to vote are summarized below and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned shares of our common stock at the close of business on September6, 2019, which is the record date for the Special Meeting. For each proposal, you are entitled to one vote for each share of Class A common stock that you hold as of the record date and one vote for each share of Class F common stock that you hold as of the record date. There are no cumulative voting rights.

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 30,000,000shares of Class A common stock and 7,500,000shares of Class F common stock outstanding. As of the record date, all of the shares of Class F common stock were held by our Sponsor.

Proposals at the Special Meeting

At the Special Meeting, our stockholders will vote on the following proposals:

1.      The Extension Amendment Proposal:    To amend (the “Extension Amendment”) the Company’s amended and restated certificate of incorporation (our “Charter”) to extend the date by which the Company has to consummate a business combination (the “Extension”) from November21, 2019 to December21, 2019, plus an option for the Company to further extend such date up to five times, initially to January21, 2020 and thereafter by additional 30 day periods each to May20, 2020 (the “Extended Date”), a copy of which is attached asExhibit A to the accompanying proxy statement and as more fully described therein, which we refer to herein as the “Extension Amendment Proposal”; and

2.       The Trust Amendment Proposal:    To consider and vote upon a proposal to amend (the “Trust Amendment”) the Company’s investment management trust agreement (the “Trust Agreement”), dated as of November16, 2017, by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”) to extend the date on which to commence liquidating the trust account (“Trust Account”) established in connection with the Company’s initial public offering in the event the Company has not consummated a business combination from November21, 2019 to the Extended Date, a copy of which is attached asExhibit B to this proxy statement and as more fully described herein, which we refer to as the “Trust Amendment Proposal;”

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE EXTENSION AMENDMENT PROPOSAL AND THE TRUST AMENDMENT PROPOSAL.

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, 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.

Approval of each of the Extension Amendment Proposal and the Trust Amendment Proposal requires, at a meeting at which a quorum is present, the affirmative vote of at least 65% of the Company’s outstanding shares of Class A common stock and Class F common stock, voting together as a single class. Approval of the Trust Amendment is a condition to the implementation of the Extension Amendment.

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 the effect of a vote “AGAINST” the Extension Amendment Proposal and the Trust Amendment Proposal. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established. Failure to vote by proxy or to vote in person or an abstention from voting on the Extension Amendment Proposal or the Trust Amendment Proposal will also have the same effective as a vote“AGAINST” such proposal.

Recommendation to Stockholders

Our board of directors believes that each of the Extension Amendment Proposal and the Trust Amendment Proposal isit deems in the best interests of Legacythe Company and its stockholdersStockholders. This has allowed the Board the flexibility to establish the most appropriate structure for the Company at any given time.

Currently, our Chief Executive Officer is separate from our Chairman. The Board believes that, currently, having a separate Chief Executive Officer and recommendsChairman is the appropriate leadership structure for our Company. In making this determination, the Board considered, among other matters, the respective experiences of and rapport between Messrs. Ciappina and Pathak and believes that its stockholders vote “FOR”such structure promotes balanced leadership and direction for the Company. If the Board decides in the future that circumstances indicate that combining the positions of Chairman and Chief Executive Officers will foster a more effective and efficient Board, the independent directors will designate one of themselves as “Lead Independent Director.”

The Board is actively involved in overseeing our risk assessment and monitoring processes. The Board, through the Strategy, Technology and Risk Management Committee, focuses on our general risk management strategy and ensures that appropriate risk mitigation strategies are implemented by management. In addition, each of the proposals to be presented at the Special Meeting.

Voteother committees of the Company’s Sponsor, Directors and OfficersBoard considers risk within its area of responsibility.

Director Independence

NYSE American listing standards require that a majority of our Board be independent. An “independent director” is defined generally as a person other than an executive officer or employee of the Company or any other individual having a relationship which in the opinion of the Board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Sponsor andBoard has determined that all of our directors executive officers,are “independent directors” as defined in the NYSE American listing standards and their respective affiliatesapplicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are expected to vote any common stock over which they have voting control (including any public shares that they may then own) in favorpresent.

Meetings and Committees of the Extension AmendmentBoard of Directors

Our Board of Directors held nine meetings during 2021. During 2021, each of the directors attended at least 75% of the aggregate of all meetings of the Board of Directors and all meetings of the committees of the Board of Directors on which such director then served. It is a policy of our Board that all directors attend the Annual Meeting of Stockholders absent unusual circumstances. Four of our directors virtually attended our 2021 Annual Meeting of Stockholders.

Our Board has five standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, a Strategy, Technology and Risk Management Committee, and a Finance and Business Development Committee. Each committee operates under a charter that has been approved by our Board and has the composition and responsibilities described below. The charter of each committee is available on our website at www.partsidinc.com/corporate-governance/governance-documents. Our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are composed solely of independent directors.

Audit Committee

We have established an Audit Committee of the Board. The members of our Audit Committee are Ann M. Schwister, Richard White and Aditya Jha. Ms. Schwister serves as chair of the Audit Committee. Ms. Schwister and Messrs. White and Jha qualify as independent directors under applicable NYSE American and SEC rules. Each member of the Audit Committee is financially literate and our Board has determined that each of Ms. Schwister and Mr. White qualify as an “audit committee financial expert” as defined in applicable SEC rules. The Audit Committee held six meetings in 2021.

We have adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including:

Compensation Committee

We have established a Compensation Committee of the Board consisting of three members. The members of our Compensation Committee are Richard White, Aditya Jha and Rahul Petkar. Mr. White serves as chair of the Compensation Committee. The Compensation Committee held four meetings during 2021.

We have adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including:

The charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by the NYSE American and the Trust Amendment. Currently, our SponsorSEC.

Nominating and our officersCorporate Governance Committee

We have established a Nominating and directors own approximately 20%Corporate Governance Committee. The members of our issuedNominating and outstanding sharesCorporate Governance Committee are Aditya Jha, Rahul Petkar, and Ann M. Schwister. Mr. Jha serves as chair of common stock consistingthe Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee did not meet in person in 2021.

We have adopted a Nominating and Corporate Governance Committee charter, which details the principal functions of the Nominating and Corporate Governance Committee, including:

Strategy, Technology and Risk Management Committee

We have established a Strategy, Technology and Risk Management Committee. The members of our Strategy, Technology and Risk Management Committee are Darryl T.F. McCall, Prashant Pathak and Edwin J. Rigaud. Mr. McCall serves as chair of the Strategy, Technology and Risk Management Committee. The Strategy, Technology and Risk Management Committee held four meetings in 2021.

We have adopted a Strategy, Technology and Risk Management Committee charter, which details the principal functions of the Strategy, Technology and Risk Management Committee, including:

Finance and Business Development Committee

In April 2022, we established a Finance and Business Development Committee. The members of our Finance and Business Development Committee are Aditya Jha, Prashant Pathak and Richard White. Mr. White serves as chair of the Finance and Business Development Committee. Because it was established in 2022, the Finance and Business Development Committee did not meet in 2021.

We have adopted a Finance and Business Development Committee charter, which details the principal functions of the Finance and Business Development Committee, including:

Director Qualifications, Board Diversity and Director Candidates

The Board is responsible for approving candidates for Board membership.  The Board has delegated the responsibility for evaluating, selecting and recommending director nominees to the Nominating and Corporate Governance Committee.  In evaluating candidates and existing directors for service on the Board, the Nominating and Corporate Governance Committee considers certain minimum qualifications, including:

Specific additional criteria may be added with respect to specific searches for new Board members.  An acceptable candidate may not fully satisfy all of the Founder Shares. Our Sponsor,criteria, but is expected to satisfy nearly all of them.

Candidates for director nominees are reviewed in the context of the current composition of the Board, and the needs of the Board given the circumstances of the Company.  In identifying and screening candidates, the Nominating and Corporate Governance Committee considers whether the candidates fulfill the criteria for directors approved by the Board, including integrity, objectivity, independence, sound judgment, leadership, courage and diversity of experience (for example, in relation to finance and accounting, international operations, strategy, risk management, technical expertise, policy-making, etc.).  In the case of new director candidates, the Board also determines whether the nominee must be independent for purposes of the NYSE American. 

The Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating nominees for director.  The Board periodically reviews the appropriate size of the Board, which may vary to accommodate the availability of suitable candidates and the needs of the Company. 

The Nominating and Corporate Governance Committee considers recommendations for Board candidates submitted by stockholders and evaluates them using substantially the same criteria as it applies to recommendations from other sources. Stockholders may submit recommendations by providing the person’s name and appropriate background and biographical information in writing to the Nominating and Corporate Governance Committee c/o Corporate Secretary, PARTS iD, Inc., 1 Corporate Dr., Suite C, Cranbury, NJ 08512. Any such recommendation must include, among other items:

For a complete list of information that must be submitted with any such recommendation, see the section entitled “Stockholder Recommendations for Directors” in the Nominating and Corporate Governance Committee’s charter, which is available on our website at www.partsidinc.com/corporate-governance/governance-documents.

Corporate Governance Policies

We have adopted the Corporate Governance Guidelines that guide the Company and the Board on matters of corporate governance, including director responsibilities, Board committees and their charters, director independence, director qualifications, director evaluations, director orientation and education, director access to management, Board access to independent advisors, and management development and succession planning. The Corporate Governance Guidelines are available on our website at www.partsidinc.com/corporate-governance/governance-documents.

Code of Ethics

We have adopted a code of ethics applicable to our directors, and executive officers and their affiliates do not intend to purchase sharesemployees. Complete copies of Class A common stock in the open market or in privately negotiated transactions in connection with the stockholder voteour code of ethics and our committee charters are available on the Extension Amendment and the Trust Amendment.

Interestsour website at www.partsidinc.com/corporate-governance/governance-documents. The inclusion of the Company’s Sponsor, Directors and Officers

When you considerwebsite address in this prospectus does not include or incorporate by reference the recommendationinformation on the Company’s website into this prospectus. In addition, a copy of the code of ethics will be provided without charge upon request to us. We intend to disclose any amendments to or waivers of certain provisions of our boardcode of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller by posting such information on our website at www.partsidinc.com.

DIRECTOR COMPENSATION

Pursuant to the Company’s Non-Employee Director Compensation Policy, during 2021, our non-employee directors to vote forreceived the Extension Amendment Proposalfollowing annual retainers, as applicable, payable in quarterly installments, in advance, on the first business day of each calendar quarter:

Founder Shares and Private Placement Warrants, such Founder Shares and Private Placement Warrants had an aggregate market value of approximately $82,750,000 based on the last sale price of our Class A common stock of $10.17 and warrants of $0.37, respectively, on the NYSE on September 24 2019;

•        Our Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if we fail to complete the business combination by November21, 2019, unless such date is extended by the Extension Amendment;

•        If the Trust Account is liquidated, including in the event we are unable to complete the business combination by November21, 2019, unless such date is extended by the Extension Amendment, 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 each annual meeting of stockholders at which 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 accessdirector is elected 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;

•        Our Sponsor, directors and executive officers will lose their entire investment in us and will not be reimbursed for any out-of-pocket expenses if the business combination is not consummated by November21, 2019, unless such date is extended by the Extension Amendment;

•        All rights specified in our Charter relating to the right of our directors and officer to be indemnified by us, and of our directors and officers to be exculpated from monetary liability with respect to prior actsBoard or omissions, will continue after a business combination. If the business combination is not approved and we liquidate, we will not be able to perform our obligations to our directors and officers under those provisions;

•        None of our executive officers or directors has received any cash compensation for services rendered to Legacy. All of the current members of our board of directors are expected to continuecontinues to serve as directors at least through the date of the Special Meeting and may continue to serve following any potential business combination and receive compensation thereafter; and

•        Our Sponsor, our directors and executive officers, and any entitya director, with which they are affiliated, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations. However, if the Company fails to obtain the Extension and consummate the business combination, they will not have any claim against the Trust Account for reimbursement. Accordingly, we will most likely not be able to reimburse these expenses if a business combination is not completed.

Broker Non-Votes and Abstentions

A broker non-vote occurs when shares held by a bank, broker or other nominee are not voted with respect to a particular proposal because the bank, broker or other nominee does not have discretionary authority to vote on the matter and has not received voting instructions from its clients. If your bank, broker or other nominee holds your shares in its name and you do not instruct your bank, broker or other nominee how to vote, your bank, broker or other nominee will only have discretion to vote your shares on “routine” matters. Where a proposal is not “routine,” a bank, broker or other nominee who has received no instructions from its clients does not have discretion to vote its clients’ uninstructed shares on that proposal.At our Special Meeting, neither the Extension Amendment Proposal nor the Trust Amendment Proposal is a routine matter. Accordingly, your bank, broker or other nominee will not have discretion to vote on the Extension Amendment Proposal or the Trust Amendment Proposal, as these are a “non-routine” matters.

Broker non-votes and abstentions by stockholders from voting (including banks, brokers or other nominees holding their clients’ shares of record who cause abstentions to be recorded) will be counted towards determining whether or not a quorum is present. A broker non-vote with respect to the Extension Amendment Proposal or Trust Amendment Proposal will have the same effect as a vote “AGAINST” such proposal.

Voting Your Shares-Registered Holders

If you are a registered stockholder, you may vote by mail or in person at the Special Meeting. Each share of our common stock that you own in your name entitles you to one vote on each of the proposals on which you are entitled to vote at the Special Meeting.

Voting by Mail.    You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. We encourage you to sign, date and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign, date and return all proxy cards to ensure that all of your shares are voted. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of our common stock will be voted as recommended by our board of directors. Our board of directors recommends voting “FOR” each of the Extension Amendment Proposal and the Trust Amendment Proposal. Votes submitted by mail must be received by 11:59 p.m., Eastern Time, on October21, 2019.

Voting in Person at the Meeting.    If you attend the Special Meeting and plan to vote in person, we will provide you with a ballot at the Special Meeting. If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person at the Special Meeting.

Voting Your Shares — Beneficial Owners

If your shares are held in an account at a bank, brokerage firm, or other nominee, then you are the beneficial owner of shares held in “street name” and this proxy statement is being sent to you by that bank, broker, or other nominee. The bank, broker, or other nominee holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your bank, broker, or other nominee regarding how to vote the shares in your account. 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. As a beneficial owner, if you wish to vote at the Special Meeting, you will need to bring to the Special Meeting a legal proxy from your bank, broker or other nominee authorizing you to vote those shares. Please see “—Attending the Special Meeting” below for more details.

Attending the Special Meeting

Only stockholders on the record date or their legal proxy holders may attend the Special Meeting. To be admitted to the Special Meeting, you will need a form of photo identification and valid proof of ownership of common stock or a valid legal proxy. If you have a legal proxy from a stockholder of record, you must bring a form of photo identification and the legal proxy to the Special Meeting. If you have a legal proxy from a “street name” stockholder, you must bring a form of photo identification, a legal proxy from the record holder (that is, the bank, broker or other holder of record) to the “street name” stockholder that is assignable, and the legal proxy from the “street name” stockholder to you. Stockholders may appoint only one proxy holder to attend on their behalf.

Revoking Your Proxy

If your shares are registered directly in your name and you give a proxy, you may revoke it at any time before the Special Meeting or at the Special Meeting by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify the Company’s Secretary in writing to Legacy Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, before the Special Meeting that you have revoked your proxy; or

•        you may attend the Special Meeting, revoke your proxy, and vote in person, as indicated above. Attendance at the Special Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, bank, trustee, or other nominee following the instructions they provided, or, if you have obtained a legal proxy from your broker, bank, trustee, or other nominee giving you the right to vote your shares, by attending the Special Meeting and voting during the Special Meeting.

No Additional Matters

The Special Meeting has been called only to consider the approval of the Extension Amendment Proposal and the Trust Amendment Proposal. Under our bylaws, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not included in this proxy statement, which serves as the notice of the Special Meeting.

Who Can Answer Your Questions About Voting

If you have any questions about how to vote or direct a vote in respect of your shares of our common stock, you may contact Morrow Sodali LLC, our proxy solicitor, at:

Morrow Sodali LLC

470 West Avenue

Stamford CT 06902

Individuals, call (800) 662-5200, or

Banks and brokers, call (203) 658-9400

Email: LGC.info@morrowsodali.com

Redemption Rights

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, and the Extension is implemented, public stockholders may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to such approval, including interest earned on the Trust Account deposits (which interest shall be net of taxes payable and up to $750,000 released to us annually to fund working capital requirements), divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. Public stockholders may exercise their redemption rights regardless of whether such public stockholders were holders as of the record date. If the Extension Amendment Proposal and the Trust Amendment Proposal are approvedRSUs calculated by dividing $50,000 by the requisite vote of stockholders, and the Extension is implemented, the remaining holders of public shares will retain the opportunity to have their public shares redeemed upon the consummation of the business combination, subject to any limitations set forth in our Charter, as amended. In addition, public stockholders who do not make the Election would be entitled to have their shares redeemed for cash if we have not completed a business combination by the Extended Date. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account as of September6, 2019 of approximately $306.8million, the estimated per share redemption price, less amounts to be withdrawn, would have been approximately $10.23.

TO DEMAND REDEMPTION, PRIOR TO 5:00 P.M. EASTERN DAYLIGHT TIME ON OCTOBER18, 2019 (TWO BUSINESS DAYS BEFORE THE SPECIAL MEETING), YOU MUST EITHER PHYSICALLY TENDER YOUR STOCK CERTIFICATES TO THE TRANSFER AGENT OR DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING DTC’S DWAC SYSTEM, AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK, BROKER OR OTHER NOMINEEs COMPLIES WITH THE REQUIREMENTS IDENTIFIED HEREIN.

In connection with tendering your shares for redemption, you must elect either to (x) physically tender your stock certificates to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York, 10004, Attn: Mark Zimkind, or (y) deliver your shares to the transfer agent electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) system, which election would likely be determined based on the manner in which you hold your shares.You must tender your shares in the manner described above prior to 5:00 p.m. Eastern daylight time on October18, 2019 (two business days before the Special Meeting) in order to exercise your redemption rights in connection with the Extension.The requirement for physical or electronic delivery prior to the vote at the Special Meeting ensures that a redeeming holder’s election is irrevocable once the Extension Amendment Proposal and the Trust Amendment Proposal are approved. In furtherance of such irrevocable election, stockholders making the election will not be able to

tender their shares after the vote at the Special Meeting. The Company will provide public stockholders with another opportunity to redeem their shares for cash in connection with the vote on any proposed business combination when and if one is submitted to stockholders.

Through the DWAC system, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. 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 the tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

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

If you hold units registered in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust Company, the Transfer Agent, with written instructions to separate such public units into public shares and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, the Transfer Agent. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically on the same business day, you should allow at least one (1) full business day to accomplish the separation. If you fail to cause your units to be separated in a timely manner, you will likely not be able to exercise your redemption rights timely.

Shares that have not been tendered in accordance with these procedures prior to the vote on the Extension Amendment and the Trust Amendment will not be redeemed for cash held in the Trust Account. In the event that a public stockholder tenders its shares and decides prior to the vote at the Special Meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the Special Meeting not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders shares and the Extension Amendment and the Trust Amendment are not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Extension Amendment and the Trust Amendment will not be approved. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment and the Trust Amendment would receive payment of the redemptionclosing sale price for such shares soon after the completion of the Extension Amendment. The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.

Each redemption of Class A common stock by Legacy’s public stockholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $306.8million as of September6, 2019. In no event will Legacy redeem its Class A common stock in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in our Charter.

Prior to exercising redemption rights, you should verify the market price of Class A common stock, as you may receive higher proceeds from the sale of our Class A common stock in the public market than from exercising redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Class A common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the Class A common stock when you wish to sell your shares.

If properly demanded, and if the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account two business days prior to such approval, including interest earned on the Trust Account deposits (which interest shall be net of taxes payable and up to $750,000 released to us annually to fund working capital requirements), divided by the number of then outstanding public shares. As of the record date of the Special Meeting, this amount is expected to be approximately $10.23 per share. The closing price of the Company’s common stock on September6, 2019 was $10.18.the Company’s principal stock exchange on the date of grant. Each such grant will vest in full on the earlier of one year after the date of grant or the date of the next year’s annual meeting of stockholders, provided the director remains a member of the Board as of the vesting date. 

If you

In addition, during 2021, in connection with the Business Combination, each non-employee director received an award of 7,142 RSUs with an effective grant date of March 11, 2021, the second trading day following public release of the Company’s financial results for the fourth quarter and full year 2020. These RSUs fully vested on November 20, 2021.

The Company reimburses directors’ reasonable expenses in connection with attending board and committee meetings.

2021 Director Compensation Table

The following table presents the compensation for each person who served as a member of our Board of Directors during 2021.