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Legacy Acquisition Corporation

1308 Race Street, Suite 200

Cincinnati, Ohio 45202

Telephone: (513) 618-7161

 

October 18, 2017

 

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

Attn: Russell Mancuso

 

Re:        Legacy Acquisition Corp.

Amendment No. 3 to

Draft Registration Statement on Form S-1

Submitted September 20, 2017

CIK No. 0001698113

 

Dear Mr. Mancuso:

 

On behalf of Legacy Acquisition Corp., a Delaware corporation (the “Company”), we hereby transmit the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), on October 11, 2017, regarding the Draft Registration Statement on Form S-1 submitted to the Commission on September 20, 2017 (the “Draft Registration Statement”), pursuant to discussions with the Staff.

 

For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. As discussed with the Staff, a marked copy of select pages of the Draft Registration Statement, reflecting proposed changes to the Draft Registration Statement in response to Comment #1 set forth below, is contained herewith.

 

Underwriting, page 141

 

1.Disclose the identities of the institutional investors mentioned on page 118 who have indicated an interest in participating in this offering.

 

We intend to redact the cover page and to disclose in the “Underwriting” section of the registration statement the identities of the institutional investors that have indicated an interest in purchasing 5% or more of the number of units to be issued in the offering.

 

2.We note you have added director nominees. Provide all consents required by Rule 438.

 

We intend to file such consents as exhibits to the registration statement.

 

We hope that we have adequately addressed your comments.  If you have further comments, we ask that you forward them by electronic mail to our counsel, Stuart Neuhauser, Esq. at sneuhauser@egsllp.com, or reach him by telephone at (212) 370-1300.

 

  Sincerely,
   
  /s/ Edwin J. Rigaud
  Edwin J. Rigaud

 

cc: Ellenoff Grossman & Schole LLP  
  Freshfields Bruckhaus Deringer US LLP  

 

Enclosure