Item 1.02 Termination of a Material Definitive Agreement
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.
1© Edgar Online, source Glimpses
ALLEGRO MERGER CORP. 