Item 8.01 Other Events.
As previously reported, Allegro Merger Corp. (the "Company") has commenced the
process of dissolving and liquidating in accordance with the Company's amended
and restated certificate of incorporation ("Charter"). Pursuant to the Charter,
all outstanding shares of the Company's common stock that were included in the
units sold in the Company's initial public offering (the "Public Shares") will
be redeemed at a per share redemption price of approximately $10.30 per Public
Share (the "Redemption Amount").
The redemption will occur on Tuesday, April 21, 2020. As of the close of
business on such date, the Public Shares will be deemed cancelled and will
represent only the right to receive the per share Redemption Amount. The
Company's officers, directors, initial stockholders, and the purchasers of units
("Private Units") in the private placement that occurred simultaneously with the
Company's initial public offering have waived their redemption rights with
respect to the common stock issued prior to the Company's initial public
offering and the common stock underlying the Private Units. The loans made by
the Company's initial stockholders in connection with the previously-disclosed
extension of time to complete an initial business combination will not be repaid
and will be forgiven. There will be no redemption or liquidating distribution
with respect to the Company's warrants and rights, which will expire worthless.
The last trading date of the Company's securities on the Nasdaq Capital Market
is expected to be Monday, April 20, 2020.
Record holders of Public Shares may redeem their shares for their per share
Redemption Amount by delivering their Public Shares to Continental Stock
Transfer & Trust Company, the Company's transfer agent. Beneficial owners of
Public Shares held in "street name," however, will not need to take any action
in order to receive the redemption amount.
It is possible that the Company will make a small additional payment to the
holders of Public Shares, pro rata, in connection with the unused portion of the
dissolution allowance and any tax refunds which the Company may receive.
However, the Company cannot assure you of the timing of such additional payment
or that such additional payment will be made.
On April 15, 2020, the Company issued a press release announcing the timing and
mechanics of the liquidation of the trust. A copy of the press release is filed
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Forward-looking Statements:
This Current Report on Form 8-K includes "forward-looking statements" as such
term is defined in the Private Securities Litigation Reform Act of 1995. When
used in this Current Report on Form 8-K, words such as "anticipate," "believe,"
"expect," "intend," and similar expressions, as they relate to the Company,
identify forward-looking statements. Such forward-looking statements are based
on the beliefs of the Company's management, as well as assumptions made by and
information currently available to the Company's management. Actual results
could differ materially from those contemplated by the forward-looking
statements as a result of certain factors which may not be in the control of the
Company. Readers are cautioned not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. The Company
has no obligation to update any forward-looking statement to reflect events or
circumstances after the date hereof.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit No. Exhibit Description
99.1 Press Release, dated April 15, 2020
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