Additional Proxy Soliciting Materials (definitive) (defa14a)
11 2월 2020 - 9:16PM
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): February 11, 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)
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(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
7.01 Regulation FD Disclosure.
Attached
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the form of investor presentation
to be used by Allegro Merger Corp. (“Allegro”) in presentations regarding Allegro’s previously announced proposed
business combination with TGI Fridays (“TGIF”).
The
information set forth under this Item 7.01, including the exhibit attached hereto, is intended to be furnished and shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such
filing.
Additional
Information
ALLEGRO
INTENDS TO HOLD PRESENTATIONS IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION WITH TGIF, AS DESCRIBED IN ALLEGRO’S
CURRENT REPORT ON FORM 8-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) ON NOVEMBER 8, 2019. THIS CURRENT
REPORT ON FORM 8-K, INCLUDING THE EXHIBIT HERETO, MAY BE DISTRIBUTED TO PARTICIPANTS AT SUCH PRESENTATIONS.
ALLEGRO,
ITS DIRECTORS AND EXECUTIVE OFFICERS AND OTHERS ACTING ON ITS BEHALF MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES
OF ALLEGRO’S STOCKHOLDERS IN CONNECTION WITH THE PROPOSED TRANSACTIONS UNDER SEC RULES. INVESTORS AND SECURITY HOLDERS MAY
OBTAIN MORE DETAILED INFORMATION REGARDING THE NAMES AND INTERESTS IN THE PROPOSED TRANSACTIONS OF ALLEGRO’S DIRECTORS AND
OFFICERS IN ALLEGRO’S FILINGS WITH THE SEC, INCLUDING ALLEGRO’S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2018, WHICH WAS FILED WITH THE SEC ON APRIL 1, 2019. INFORMATION REGARDING THE PERSONS WHO MAY, UNDER SEC RULES,
BE DEEMED PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM ALLEGRO’S STOCKHOLDERS IN CONNECTION WITH THE PROPOSED TRANSACTIONS
WILL BE SET FORTH IN THE PROXY STATEMENT FOR THE PROPOSED TRANSACTIONS THAT ALLEGRO INTENDS TO FILE WITH THE SEC. ADDITIONAL INFORMATION
REGARDING THE INTERESTS OF PARTICIPANTS IN THE SOLICITATION OF PROXIES IN CONNECTION WITH THE PROPOSED TRANSACTIONS WILL BE INCLUDED
IN THE PROXY STATEMENT.
INVESTORS
AND SECURITY HOLDERS OF ALLEGRO ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT
DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. ALLEGRO’S DEFINITIVE PROXY STATEMENT WILL BE MAILED TO STOCKHOLDERS
OF ALLEGRO AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE PROPOSED TRANSACTIONS AND SECURITY HOLDERS WILL BE ABLE TO
OBTAIN FREE COPIES OF THE PROXY STATEMENT AND OTHER DOCUMENTS CONTAINING IMPORTANT INFORMATION ABOUT ALLEGRO AND TGIF, ONCE SUCH
DOCUMENTS ARE FILED WITH THE SEC, THROUGH THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. COPIES OF THE DOCUMENTS FILED WITH
THE SEC BY ALLEGRO, WHEN AND IF AVAILABLE, CAN BE OBTAINED FREE OF CHARGE BY DIRECTING A WRITTEN REQUEST TO ALLEGRO MERGER CORP.,
777 THIRD AVENUE, 37TH FLOOR, NEW YORK, NY 10017.
ADDITIONAL
INFORMATION AND FORWARD-LOOKING STATEMENTS
THIS
CURRENT REPORT ON FORM 8-K IS NOT A PROXY STATEMENT OR SOLICITATION OF A PROXY, CONSENT OR AUTHORIZATION WITH RESPECT TO ANY SECURITIES
OR IN RESPECT OF THE PROPOSED TRANSACTIONS AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES
NOR SHALL THERE BE ANY SALE OF ANY SECURITIES IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH STATE OR JURISDICTION.
THIS
CURRENT REPORT ON FORM 8-K INCLUDES “FORWARD-LOOKING STATEMENTS”. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM EXPECTATIONS,
ESTIMATES AND PROJECTIONS AND, CONSEQUENTLY, YOU SHOULD NOT RELY ON THESE FORWARD LOOKING STATEMENTS AS PREDICTIONS OF FUTURE
EVENTS. WORDS SUCH AS “EXPECT,” “ESTIMATE,” “PROJECT,” “BUDGET,” “FORECAST,”
“ANTICIPATE,” “INTEND,” “PLAN,” “MAY,” “WILL,” “COULD,”
“SHOULD,” “BELIEVES,” “PREDICTS,” “POTENTIAL,” “CONTINUE,” AND SIMILAR
EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS.
NEITHER
ALLEGRO NOR TGIF UNDERTAKE ANY OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION,
FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY LAW. IMPORTANT FACTORS, AMONG OTHERS, THAT MAY AFFECT ACTUAL RESULTS INCLUDE
TGIF’S ABILITY TO EXECUTE ON ITS BUSINESS PLANS AND TGIF’S ESTIMATES OF EXPENSES AND FUTURE REVENUES AND PROFITABILITY.
OTHER FACTORS INCLUDE THE POSSIBILITY THAT THE PROPOSED TRANSACTIONS DO NOT CLOSE, INCLUDING DUE TO THE FAILURE TO RECEIVE REQUIRED
SECURITY HOLDER APPROVALS, OR THE FAILURE OF OTHER CLOSING CONDITIONS.
THIS
CURRENT REPORT ON FORM 8-K IS NOT INTENDED TO BE ALL-INCLUSIVE OR TO CONTAIN ALL THE INFORMATION THAT A PERSON MAY DESIRE IN CONSIDERING
AN INVESTMENT IN ALLEGRO AND IS NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION IN ALLEGRO.
ADDITIONAL
INFORMATION CONCERNING THESE AND OTHER RISK FACTORS WILL BE CONTAINED IN ALLEGRO’S FILINGS WITH THE SEC. ALL SUBSEQUENT
WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS CONCERNING ALLEGRO AND TGIF, THE PROPOSED TRANSACTIONS OR OTHER MATTERS AND ATTRIBUTABLE
TO ALLEGRO OR ANY PERSON ACTING ON ITS BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS ABOVE. READERS
ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON ANY FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE MADE. NEITHER ALLEGRO
NOR TGIF UNDERTAKE OR ACCEPT ANY OBLIGATION OR UNDERTAKING TO RELEASE PUBLICLY ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING
STATEMENT TO REFLECT ANY CHANGE IN THEIR EXPECTATIONS OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT
IS BASED, EXCEPT AS REQUIRED BY APPLICABLE LAW.
Item
9.01 Financial Statements and Exhibits.
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:
February 11, 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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4
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