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 26, 2020
ALLEGRO MERGER CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-38581 | 82-2425125 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
777 Third Avenue, 37th Floor New York, NY |
10017 | |
| (Address of Principal Executive Offices) | (Zip Code) |
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name
of each exchange on which registered | ||
| Units, each consisting of one share of common stock, one right, and one redeemable warrant | ALGRU | The Nasdaq Stock Market LLC | ||
| Common stock, par value $0.0001 per share | ALGR | The Nasdaq Stock Market LLC | ||
| Rights, each to receive one-tenth (1/10) of one share of common stock | ALGRR | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share | ALGRW | The Nasdaq Stock Market LLC |
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 5.07. | Submission of Matters to a Vote of Security Holders. |
On March 26, 2020, Allegro Merger Corp. (the “Company”) opened its annual meeting of stockholders (the “Annual Meeting”) called to consider the Company’s proposed business combination with TGI Fridays and adjourned the Annual Meeting to 10:00 am on March 31, 2020. Thereafter, the Company held its special meeting of stockholders (the “Special Meeting”) to approve an amendment to 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 March 31, 2020 to April 30, 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 |
| 10,673,149 | 1,799,074 | 0 | 0 |
On or before March 31, 2020, the Company will determine whether to effectuate the Extension.
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: March 27, 2020 | ALLEGRO MERGER CORP. | |
| By: | /s/ Eric S. Rosenfeld | |
| Eric S. Rosenfeld | ||
| Chief Executive Officer | ||