Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 5.07 is incorporated by reference in this item
to the extent required herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 3, 2020, Allegro Merger Corp. (the "Company") held a special meeting
of its shareholders (the "Meeting"). At the Meeting, the Company's shareholders
considered a proposal to amend the Company's amended and restated certificate of
incorporation (the "charter") to extend the date by which the Company has to
consummate its initial business combination (the "Extension") from January 6,
2020 to March 31, 2020 (the "Extended Date"). The proposal was approved by the
Company's shareholders. The following is a tabulation of the votes with respect
to the proposal:
For Against Abstain Broker Non-Votes
15,171,970 4,000 0 0
In connection with this vote, the holders of 3,782,869 shares of common stock of
the Company exercised their right to convert their shares into cash at a
conversion price of approximately $10.22 per share, for an aggregate conversion
amount of approximately $38.7 million.
Following the Meeting, the Company filed the amendment to the charter with the
Secretary of State of the State of Delaware.
Additionally, in connection with the approval of the Extension, on January 3,
2020, certain individuals and entities (the "Contributors") that participated in
the private placement of units that occurred simultaneously with the Company's
initial public offering contributed to the Company an aggregate amount of
$781,699.17, representing contributions covering a prorated amount of $0.02 per
unconverted public share for the partial month of January 2020 and $0.025 per
unconverted public share for each of February 2020 and March 2020 (each, a
"Contribution").
Following the Meeting and filing of the amendment to the charter, the Company
deposited $223,342.62, the Contribution for January 2020, into the trust account
established in connection with the Company's initial public offering. The
Company will deposit the second Contribution on or before January 31, 2020, and
will deposit the third Contribution on or before February 29, 2020, in each
case, to the same trust account; provided that any such additional Contribution
will only be made if the previously announced merger agreement with TGI Fridays
is still then in effect, or, if such agreement is earlier terminated, the Board
of Directors of the Company by majority vote determines to require such
additional Contribution. If the Board of Directors determines not to require
such additional Contribution, the Company will proceed to liquidate its assets
and distribute the remaining amounts in the trust account to the then holders of
public shares.
The Contributions will not bear any interest and will be repayable by the
Company to the Contributors upon consummation of an initial business
combination. The Contributions will be forgiven if the Company is unable to
consummate an initial business combination except to the extent of any funds
held outside of the Company's trust account.
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ALLEGRO MERGER CORP. 