Current Report Filing (8-k)
April 01 2020 - 7:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): March 31, 2020
ALLEGRO
MERGER CORP.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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001-38581
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82-2425125
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(State
or Other Jurisdiction
of
Incorporation)
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|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
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777
Third Avenue, 37th Floor
New
York, NY
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10017
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212) 319-7676
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on
which registered
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Units,
each consisting of one share of common stock, one right, and one redeemable warrant
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ALGRU
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The
Nasdaq Stock Market LLC
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Common
stock, par value $0.0001 per share
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ALGR
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The
Nasdaq Stock Market LLC
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Rights,
each to receive one-tenth (1/10) of one share of common stock
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ALGRR
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The
Nasdaq Stock Market LLC
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Redeemable
warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share
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ALGRW
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.02
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Termination
of a Material Definitive Agreement
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On
March 31, 2020, Allegro Merger Corp. (the “Company”) and TGIF Holdings, LLC (“Holdings”) mutually determined,
due to extraordinary market conditions and the failure to meet necessary closing conditions, to terminate the previously announced
Agreement and Plan of Merger (“Merger Agreement”), dated as of November 8, 2019, by and among the Company, Holdings,
TGIF Midco, Inc. (“Midco”), Allegro Merger Sub, Inc., and Rohit Manocha, solely in his capacity as the representative
of the equityholders of Holdings and Midco.
As
previously disclosed, on March 26, 2020, the Company’s shareholders approved an amendment to the Company’s amended
and restated certificate of incorporation (“Charter”) to extend the time by which the Company has to complete an initial
business combination from March 31, 2020 to April 30, 2020. However, in light of the termination of the Merger Agreement and due
to extraordinary market conditions, the Company determined on March 31, 2020 that it would not so amend its Charter.
Accordingly, pursuant to the Charter, on March
31, 2020, the Company’s corporate existence will cease except for the purposes of winding up its affairs and liquidating.
As soon as practicable, the Company will liquidate and distribute to the holders of shares of common stock issued in its initial
public offering their pro-rata portion of the funds held in the trust account established for the benefit of such stockholders,
which will be an amount equal to the aggregate amount on deposit in the trust account, including any amounts representing interest
earned on the trust account then held therein, less any interest to be released to the Company to pay its franchise and income
taxes and certain of the Company’s working capital and dissolution expenses. The Company’s warrants and rights will
expire with no value.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
April 1, 2020
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ALLEGRO
MERGER CORP.
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By:
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/s/
Eric S. Rosenfeld
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Eric
S. Rosenfeld
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Chief
Executive Officer
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2
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