NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS
TO
BE HELD MARCH 26, 2020
TO
THE STOCKHOLDERS OF ALLEGRO MERGER CORP.:
You
are cordially invited to attend the Special Meeting (the “Special Meeting”) of stockholders of Allegro Merger Corp.
(the “Company,” “we,” “us” or “our”) to be held at 12:00 pm. EST on March 26,
2020 at the offices of the Company’s counsel, Graubard Miller, 405 Lexington Avenue, 11th Floor, New York, New
York 10174, for the sole purpose of considering and voting upon the following proposal:
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●
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a
proposal to amend (the “Extension Amendment”) the Company’s amended and restated certificate of incorporation
(the “charter”) to extend the date by which the Company has to consummate its proposed business combination with
TGI Fridays (as defined below) (the “Extension”) from March 31, 2020 to April 30, 2020 (the “Extended Date”).
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The
Extension Amendment is more fully described in the accompanying proxy statement.
On
November 8, 2019, the Company entered into an Agreement and Plan of Merger by and among the Company, Allegro Merger Sub, Inc.,
a Delaware corporation and wholly-owned subsidiary of the Company, TGIF Holdings, LLC (“TGIF”), TGIF Midco, Inc.,
a Delaware corporation (“Midco” and together with TGIF and their subsidiaries, “TGI Fridays”), and Rohit
Manocha, solely in his capacity as the initial representative of the equityholders of TGIF and Midco. Pursuant to the Merger Agreement,
and as a result of the transactions contemplated therein, the Company will become the holding company for the TGI Fridays business.
The purpose of the Extension Amendment is to allow the Company more time to complete its previously announced initial business
combination with TGI Fridays as described in the accompanying proxy statement in case such additional time is needed.
The
Company’s prospectus for its initial public offering (“IPO”) and its amended and restated certificate of incorporation
(“charter”) provided that the Company had until January 6, 2020 to complete a business combination. On January 3,
2020, the Company’s stockholders approved an amendment to the charter to provide that the Company would have until March
31, 2020 to complete a business combination (the “Prior Extension Amendment”). The Company’s board has determined
that it will need additional time to consummate its initial business combination with TGI Fridays. Accordingly, our board has
determined that it is in the best interests of our stockholders to extend the date that the Company has to consummate its proposed
business combination with TGI Fridays to the Extended Date.
All
holders of shares of common stock issued in the Company’s IPO (the “public shares”), regardless of whether they
vote for or against the Extension Amendment or do not vote at all, may elect to convert their public shares into their pro rata
portion of the funds held in the trust account established at the time of the IPO (the “trust account”) if the Extension
is implemented (the “Conversion”). The Company estimates that the per-share pro rata portion of the trust account
will be approximately $10.33 at the time of the Special Meeting. The closing price of the Company’s common stock on March
2, 2020, the record date for the Special Meeting, was $10.26. Accordingly, if the market price were to remain the same until the
date of the Special Meeting, public stockholders exercising conversion rights would result in a public stockholder receiving $0.07
more than if the public stockholder sold stock in the open market. The Company cannot assure stockholders that they will be able
to sell their public shares in the open market, even if the market price per share is higher than the conversion price stated
above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.
If
the Extension Amendment proposal is not approved and the Company is unable to consummate its business combination with TGI Fridays
by March 31, 2020, as contemplated by our IPO prospectus and in accordance with our charter, we
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter, redeem 100% of the outstanding public shares with the aggregate amount then on deposit in the trust
account and (iii) thereafter seek to dissolve and liquidate as described in more detail in this proxy statement.
The
affirmative vote of at least 65% of the Company’s outstanding common stock will be required to approve the Extension Amendment.
The
Company’s board of directors has fixed the close of business on March 2, 2020 as the date for determining the Company’s
stockholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof (the “Record Date”).
Only holders of record of the Company’s common stock on the Record Date are entitled to vote at the Special Meeting or any
adjournment thereof. A complete list of stockholders of record entitled to vote at the Special Meeting will be available for ten
days before the Special Meeting at the Company’s principal executive offices for inspection by stockholders during ordinary
business hours for any purpose germane to the Special Meeting.
After
careful consideration of all relevant factors, the Company’s board of directors has determined that the Extension Amendment
proposal is fair to and in the best interests of the Company and its stockholders, has declared it advisable and recommends that
you vote or give instruction to vote “FOR” such proposal.
Enclosed
is the proxy statement containing detailed information concerning the Extension Amendment and the Special Meeting. Whether
or not you plan to attend the Special Meeting, we urge you to read this material carefully and vote your shares.
I
look forward to seeing you at the meeting.
March
[●], 2020
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By
Order of the Board of Directors
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David
D. Sgro
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Chairman
of the Board
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Your
vote is important. Please sign, date and return your proxy card as soon as possible to make sure that your shares are represented
at the Special Meeting. If you are a stockholder of record, you may also cast your vote in person at the Special Meeting. If
your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares,
or you may cast your vote in person at the Special Meeting by obtaining a proxy from your brokerage firm or bank. Your failure
to vote or instruct your broker or bank how to vote will have the same effect as voting against the proposal presented herein.
Important
Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on March 26, 2020:
This notice of meeting and the accompany proxy statement are available at [●].
ALLEGRO
MERGER CORP.
777
Third Avenue, 37th Floor
New
York, New York 10017
NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS
TO
BE HELD MARCH 26, 2020
PRELIMINARY
PROXY STATEMENT
Allegro
Merger Corp. (the “Company,” “we,” “us” or “our”), a Delaware corporation, is
providing this proxy statement in connection with the solicitation by the board of proxies to be voted at the Special Meeting
to be held on March 26, 2020, at the offices of the Company’s counsel, Graubard Miller, 405 Lexington Avenue, 11th
Floor, New York, New York 10174.
At
the Special Meeting, the following proposal will be considered and voted upon:
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a
proposal to amend (the “Extension Amendment”) the Company’s amended and restated certificate of incorporation
(the “charter”) to extend the date by which the Company has to consummate its proposed business combination with
TGI Fridays (as defined below) (the “Extension”) from March 31, 2020 to April 30, 2020 (the “Extended Date”).
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On
November 8, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the
Company, Allegro Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”),
TGIF Holdings, LLC (“TGIF”), TGIF Midco, Inc., a Delaware corporation (“Midco” and together with TGIF
and their subsidiaries, “TGI Fridays”), and Rohit Manocha, solely in his capacity as the initial representative of
the equityholders of TGIF and Midco. Pursuant to the Merger Agreement, and as a result of the transactions contemplated therein,
the Company will become the holding company for the TGI Fridays business. The purpose of the Extension Amendment is to allow the
Company more time to complete the business combination with TGI Fridays as described in this proxy statement.
The
Company’s prospectus for its initial public offering (“IPO”) and its amended and restated certificate of incorporation
(“charter”) provided that the Company had until January 6, 2020 to complete a business combination. On January 3,
2020, the Company’s stockholders approved an amendment to the charter to provide that the Company would have until March
31, 2020 to complete a business combination (the “Prior Extension Amendment”). The Company’s board has determined
that it will need additional time to consummate its initial business combination with TGI Fridays. Accordingly, our board has
determined that it is in the best interests of our stockholders to extend the date that the Company has to consummate its proposed
business combination with TGI Fridays to the Extended Date.
All
holders of shares of common stock issued in the Company’s IPO (the “public shares”), whether they vote for or
against the Extension Amendment or do not vote at all, may elect to convert their public shares into their pro rata portion of
the funds held in the trust account established at the time of the IPO (the “trust account”) if the Extension is implemented
(the “Conversion”).
Approval
of the Extension Amendment is a condition to the implementation of the Extension. In addition, we will not proceed with the Extension
if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment proposal, after taking
into account the Conversion.
If
the Extension Amendment is approved, the amount remaining in the trust account may be only a small fraction of the approximately
$115.4 million that was in the trust account as of the Record Date. In such event, the Company may need to obtain additional funds
to complete the proposed business combination with TGI Fridays and there can be no assurance that such funds will be available
on terms acceptable to the parties or at all. Additionally, if the Extension Amendment is approved, the Company’s rights
and warrants will remain outstanding in accordance with their existing terms.
If
the Extension Amendment proposal is not approved and we are not able to consummate our initial business combination by March 31,
2020, in accordance with our charter, we will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding
public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
any interest but net of franchise and income taxes payable, divided by the number of then outstanding public shares, which redemption
will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii)
and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
laws.
The
Company’s stockholders prior to the IPO (the “initial stockholders”) have waived their rights to participate
in any liquidation distribution with respect to the 3,737,500 shares acquired by them prior to the IPO (“insider shares”)
as well as the shares (“private shares”) included in the portion of the 322,500 units (“private placement units”)
purchased by them simultaneously with the IPO. As a consequence of such waivers, a liquidating distribution will be made only
with respect to the public shares. There will be no distribution from the trust account with respect to the Company’s rights
or warrants, which will expire worthless in the event we wind up.
If
the Company liquidates, Eric S. Rosenfeld has agreed that he will be liable to us if and to the extent any claims by a vendor
for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction
agreement, reduces the amount of funds in the trust account to below $10.00 per public share, except as to any claims by a third
party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity
of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. In the event that
an executed waiver is deemed to be unenforceable against a third party, Mr. Rosenfeld will not be responsible to the extent of
any liability for such third party claims. Furthermore, he will not be personally liable to our public stockholders and instead
will only have liability to us. There is no assurance, however, that he will be able to satisfy those obligations to us. Based
on the cash available to the Company outside of its trust account for working capital and the Company’s outstanding expenses
owed to all creditors (both those that have signed trust fund waivers and those that have not), it is not anticipated that Mr.
Rosenfeld will have any indemnification obligations. Accordingly, regardless of whether an indemnification obligation exists,
the per share liquidation price for the public shares is anticipated to be approximately $10.33. Nevertheless, the Company cannot
assure you that the per share distribution from the trust account, if the Company liquidates, will not be less than $10.33 due
to unforeseen claims of creditors.
Under
the Delaware General Corporation Law (the “DGCL”), stockholders may be held liable for claims by third parties against
a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures
set forth in Section 280 of the DGCL intended to ensure that the corporation makes reasonable provision for all claims against
it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period
during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions
are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of
such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder
would be barred after the third anniversary of the dissolution. However, because the Company will not be complying with Section
280 of the DGCL, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide
for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent
ten years. Because we are a blank check company, rather than an operating company, and our operations have been and will continue
to be limited to attempting to consummate an initial business combination, the only likely claims to arise would be from our vendors
(such as lawyers, investment bankers, etc.) or prospective target businesses.
If
the Extension Amendment proposal is approved, the Company will (i) remove from the trust account an amount (the “Withdrawal
Amount”) equal to the pro rata portion of funds available in the trust account relating to the converted public shares and
(ii) deliver to the holders of such converted public shares their pro rata portion of the Withdrawal Amount. The remainder of
such funds shall remain in the trust account and be available for use by the Company to complete its initial business combination
on or before the Extended Date. Holders of public shares who do not convert their public shares now will retain their conversion
rights and their ability to vote on the proposed business combination with TGI Fridays through the Extended Date if the Extension
Amendment is approved.
The
Record Date for the Special Meeting is March 2, 2020. Holders of shares of the Company’s common stock at the close of business
on the Record Date are entitled to vote or have their votes cast at the Special Meeting. On the Record Date, there were 15,277,131
outstanding shares of Company common stock, including 11,167,131 outstanding public shares. The Company’s rights and warrants
do not have voting rights.
This
proxy statement contains important information about the Special Meeting and the Extension Amendment proposal. Please read it
carefully and vote your shares.
This
proxy statement is dated March [●], 2020 and is first being mailed to stockholders on or about that date.
QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING
These
Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important
to you. You should read carefully the entire document, including the annexes to this proxy statement.
Q.
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Why
am I receiving this proxy statement?
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A.
The Company is a blank check company formed on August 7, 2017 for the purpose of entering
into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination with one or more businesses or entities. In July
2018, the Company consummated its IPO from which it derived gross proceeds of $149,500,000
(including $19,500,000 from the exercise of the underwriters’ over-allotment option).
Like most blank check companies, our charter provides for the return of the IPO proceeds
held in trust to the holders of shares of common stock sold in the IPO if there is no
qualifying business combination(s) consummated on or before a certain date (in our case,
January 6, 2020).
The
Company was unable to complete a business combination by such date and on January 3, 2020, the Company’s stockholders
approved the Prior Extension Amendment, and the charter was amended to provide that the Company would have until March
31, 2020 to complete a business combination. In connection with that vote, the holders of 3,782,869 shares of common stock
properly 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. Further, on January 6, 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 deposited an aggregate of approximately $223,343 into the trust account,
representing an amount of $0.02 per public share not converted in connection with the stockholder vote to approve the
extension as a prorated amount for the partial month of January 2020. On January 31, 2020, the Contributors deposited
an aggregate of $279,178 into the trust account, representing an amount of $0.025 per public share for the month of February
2020. On February 28, 2020, the Contributors deposited an additional $279,178 into the trust account, representing an
amount of $0.025 per public share for the month of March 2020.
The
Company’s board of directors has determined that it will need additional time to consummate its initial business
combination with TGI Fridays. Accordingly, our board has determined that it is in the best interests of our stockholders
to extend the date that the Company has to consummate its initial business combination to the Extended Date in case such
an additional amount of time is necessary. The Company is therefore holding this Special Meeting to vote on the Extension
Amendment proposal.
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Q.
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What
is being voted on?
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A.
You are being asked to vote on a proposal to amend the Company’s charter to extend the date by which the Company
has to consummate a business combination to the Extended Date.
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Approval
of the Extension Amendment is a condition to the implementation of the Extension. If the Extension is implemented, the Company
will remove the Withdrawal Amount from the trust account, deliver to the holders of converted public shares the pro rata portion
of the Withdrawal Amount and retain the remainder of the funds in the trust account for the Company’s use in connection
with consummating the proposed business combination with TGI Fridays on or before the Extended Date.
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We
will not proceed if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment
proposal, after taking into account the Conversion.
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If
the Extension Amendment proposal is approved and the Extension is implemented, the removal of the Withdrawal Amount from the
trust account will reduce the Company’s net asset value. The Company cannot predict the amount that will remain in the
trust account if the Extension Amendment proposal is approved and the amount remaining in the trust account may be only a
small fraction of the approximately $115.4 million that was in the trust account as of the Record Date. In such event, the
Company may need to obtain additional funds to complete its proposed business combination with TGI Fridays and there can be
no assurance that such funds will be available on terms acceptable to the Company or at all.
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If
the Extension Amendment proposal is not approved and we are unable to consummate our initial business combination with TGI
Fridays by March 31, 2020, we will (i) cease all operations except for the purpose of
winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding
public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including any interest but net of franchise and income taxes payable, divided by the number of then outstanding public shares,
which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and
the requirements of other applicable law.
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The
holders of the insider shares and private shares have waived their rights to participate in any liquidation distribution with
respect to such shares. There will be no distribution from the trust account with respect to our rights and warrants, which
will expire worthless in the event we wind up. The Company will pay the costs of liquidation from its remaining assets outside
of the trust account. If such funds are insufficient, Eric S. Rosenfeld has agreed to advance it the funds necessary to complete
such liquidation (currently anticipated to be no more than approximately $15,000) and has agreed not to seek repayment of
such expenses.
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Q.
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Why
is the Company proposing the Extension Amendment proposal?
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A.
The Company’s charter provides for the return of the IPO proceeds held in trust to the holders of shares of common stock
sold in the IPO if there is no qualifying business combination(s) consummated on or before January 6, 2020. The Company
was unable to consummate its proposed business combination with TGI Fridays by such date and on January 3, 2020, the Company’s
stockholders approved the Prior Extension Amendment, and the charter was amended to provide that the Company would have until
March 31, 2020 to complete a business combination.
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The
Company has determined that it will need additional time beyond March 31, 2020 to consummate its initial business combination
with TGI Fridays. Accordingly, the Company has determined to seek stockholder approval to extend the date by which the Company
has to complete its business combination with TGI Fridays if such additional time is needed.
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You
are not being asked to vote on the proposed business combination with TGI Fridays at this time. If the Extension is implemented
and you do not elect to convert your public shares now, you will retain the right to vote on the proposed business combination
when it is submitted to stockholders and the right to convert your public shares into a pro rata portion of the trust account
in the event the proposed business combination is approved and completed or the Company has not consummated a business combination
by the Extended Date.
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Q.
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Why
should I vote for the Extension Amendment?
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A.
The Company’s board of directors believes stockholders will benefit from the Company consummating the proposed
business combination with TGI Fridays and is proposing the Extension Amendment to extend the date by which the Company has
to complete its business combination until the Extended Date and to allow for the Conversion.
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Given
the Company’s expenditure of time, effort and money in seeking to consummate its proposed business combination with
TGI Fridays, circumstances warrant providing public stockholders an opportunity to consider the proposed business combination,
inasmuch as the Company is also affording stockholders who wish to convert their public shares as originally contemplated,
the opportunity to do so as well. Accordingly, we believe that the Extension is consistent with the spirit in which the Company
offered its securities to the public.
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Q.
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How
do the Company’s insiders intend to vote their shares?
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A.
All of the Company’s directors, executive officers and their respective affiliates are expected to vote any common stock
over which they have voting control (including any public shares owned by them) in favor of the Extension Amendment proposal.
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The
Company’s directors, executive officers and their respective affiliates are not entitled to convert any shares in connection
with the Extension Amendment. On the Record Date, the Company’s directors, executive officers and their affiliates beneficially
owned and were entitled to vote 3,737,500 insider shares and 322,500 private shares, representing approximately 26.6% of the
Company’s issued and outstanding common stock.
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The
Company’s directors, executive officers and their affiliates did not beneficially own any public shares as of the Record
Date. However, they may choose to buy public shares in the open market and/or through negotiated private purchases. In the
event that purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted
against the Extension Amendment and/or elected to convert their shares. Any public shares held by or subsequently purchased
by affiliates of the Company will be voted in favor of the Extension Amendment proposal.
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Q.
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What
vote is required to adopt the proposal?
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A.
Approval of the Extension Amendment will require the affirmative vote of holders of at least 65% of the Company’s outstanding
common stock on the Record Date.
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Q.
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What
if I don’t want to vote for the Extension Amendment proposal?
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A.
If you do not want the Extension Amendment to be approved, you must abstain, not vote, or vote against the proposal. If the
Extension Amendment is approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the trust
account and paid to the converting holders.
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Q.
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Will
you seek any further extensions to liquidate the trust account?
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A.
Other than the extension until the Extended Date as described in this proxy statement, the Company does not currently anticipate
seeking any further extension to consummate its business combination with TGI Fridays.
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Q.
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What
happens if the Extension Amendment is not approved?
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A.
If the Extension Amendment is not approved and we are unable to consummate our initial business combination by March 31, 2020,
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including any interest but net of franchise and income taxes
payable, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders
and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under
Delaware law to provide for claims of creditors and the requirements of other applicable law.
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The
Company’s initial stockholders waived their rights to participate in any liquidation distribution with respect to their
insider shares and private shares. There will be no distribution from the trust account with respect to our rights or warrants,
which will expire worthless in the event we wind up. The Company will pay the costs of liquidation from its remaining assets
outside of the trust account. If such funds are insufficient, Eric S. Rosenfeld has agreed to advance the Company the funds
necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and has agreed not
to seek repayment of such expenses.
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Q.
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If
the Extension Amendment proposal is approved, what happens next?
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A.
If the Extension Amendment is approved, the Company will continue to attempt to consummate its initial business combination
with TGI Fridays until the Extended Date. The Company will remain a reporting company under the Securities Exchange Act of
1934 and its units, common stock, rights and warrants will remain publicly traded until the Extended Date.
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If
the Extension Amendment proposal is approved, the removal of the Withdrawal Amount from the trust account will reduce the
amount remaining in the trust account and increase the percentage interest of Company shares held by the Company’s officers,
directors, initial stockholders and their affiliates.
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Q.
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Would
I still be able to exercise my conversion rights in connection with the proposed business combination?
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A.
Unless you elect to convert your shares, you will be able to vote on the Company’s proposed business combination with
TGI Fridays when it is submitted to stockholders. You will retain your right to vote against the proposed business combination
and/or convert your public shares upon consummation of the business combination in connection with the stockholder vote to
approve such business combination, subject to any limitations set forth in the charter.
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Q.
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How
do I change my vote?
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A.
If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated,
signed proxy card to the Company’s secretary prior to the date of the Special Meeting or by voting in person at the
Special Meeting. Attendance at the Special Meeting alone will not change your vote. You also may revoke your proxy by sending
a notice of revocation to the Company located at 777 Third Avenue, 37th Floor, New York, New York 10017, Attn:
Corporate Secretary.
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Q.
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How
are votes counted?
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A.
Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR”
and “AGAINST” votes, abstentions and broker non-votes. The Extension Amendment proposal must be approved by the
affirmative vote of at least 65% of the outstanding shares of common stock as of the Record Date
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Abstentions
and broker non-votes will have the same effect as “AGAINST” votes. If your shares are held by your broker as your
nominee (that is, in “street name”), you may need to obtain a proxy form from the institution that holds your
shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you
do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items,
but not with respect to “non-discretionary” items. Discretionary items are proposals considered routine under
the rules of the New York Stock Exchange applicable to member brokerage firms. These rules provide that for routine matters
your broker has the discretion to vote shares held in street name in the absence of your voting instructions. On non-discretionary
items for which you do not give your broker instructions, the shares will be treated as broker non-votes.
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Q.
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If
my shares are held in “street name,” will my broker automatically vote them for me?
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A.
No. Your broker can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote
your shares. Your broker can tell you how to provide these instructions.
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Q.
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What
is a quorum requirement?
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A.
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the issued
and outstanding shares of common stock on the Record Date that are entitled to vote at the Special Meeting and represented
by stockholders present at the meeting or by proxy.
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Your
shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker,
bank or other nominee) or if you vote in person at the Special Meeting. Abstentions will be counted towards the quorum requirement.
Broker non-votes will not be counted towards the quorum requirement. If there is no quorum, a majority of the votes present
at the Special Meeting may adjourn the Special Meeting to another date.
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Q.
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Who
can vote at the Special Meeting?
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A.
Only holders of record of the Company’s common stock at the close of business on the Record Date are entitled to have
their vote counted at the Special Meeting and any adjournments or postponements thereof. On the Record Date, 15,277,131 shares
of common stock were outstanding and entitled to vote.
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Stockholder
of Record: Shares Registered in Your Name. If on the Record Date your shares were registered directly in your name with
the Company’s transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record.
As a stockholder of record, you may vote in person at the Special Meeting or vote by proxy. Whether or not you plan to attend
the Special Meeting in person, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.
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Beneficial
Owner: Shares Registered in the Name of a Broker or Bank. If on the Record Date your shares were held, not in your name,
but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner
of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As
a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You
are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote your
shares in person at the Special Meeting unless you request and obtain a valid proxy from your broker or other agent.
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Q.
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Does
the board recommend voting for the approval of the Extension Amendment?
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A.
Yes. After careful consideration of the terms and conditions of the proposal, the board of directors of the Company has determined
that the Extension Amendment proposal is fair to and in the best interests of the Company and its stockholders. The board
of directors recommends that the Company’s stockholders vote “FOR” the Extension Amendment proposal.
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Q.
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What
interests do the Company’s directors and officers have in the approval of the proposal?
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A.
The Company’s directors and officers have interests in the proposal that may be different from, or in addition to, your
interests as a stockholder. These interests include ownership of insider shares and private shares, rights, and warrants that
will become worthless if the Extension Amendment is not approved and the Company is unable to otherwise consummate its initial
business combination by March 31, 2020, and the possibility of future compensatory arrangements. See the section entitled
“The Special Meeting—Interests of the Company’s Directors and Officers.”
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Q.
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What
if I object to the Extension Amendment? Do I have appraisal rights?
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A.
Company stockholders do not have appraisal rights in connection with the Extension Amendment under the DGCL.
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Q.
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What
happens to the Company’s rights and warrants if the Extension Amendment is not approved?
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A.
If the Extension Amendment is not approved and the Company does not otherwise consummate its business combination by March
31, 2020, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but
not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the trust account, including any interest but net of franchise and
income taxes payable, divided by the number of then outstanding public shares, which redemption will completely extinguish
public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above)
to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In
such event, your rights and warrants will become worthless.
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Q.
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What
happens to the Company’s rights and warrants if the Extension Amendment proposal is approved?
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A.
If the Extension Amendment proposal is approved, the Company will continue to attempt to consummate its initial business combination
until the Extended Date. The rights and warrants will remain outstanding in accordance with their terms. The rights will still
automatically convert into one-tenth of a share of common stock on the consummation of the business combination and the warrants
will become exercisable commencing 30 days after the consummation of the business combination.
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Q.
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What
do I need to do now?
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A.
The Company urges you to read carefully and consider the information contained in this proxy statement, including the annexes,
and to consider how the proposal will affect you as a Company stockholder. You should then vote as soon as possible in accordance
with the instructions provided in this proxy statement and on the enclosed proxy card.
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Q.
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How
do I vote?
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A.
If you are a holder of record of Company common stock, you may vote in person at the Special Meeting or by submitting a proxy
for the Special Meeting. Whether or not you plan to attend the Special Meeting in person, we urge you to vote by proxy to
ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card
in the accompanying pre-addressed postage paid envelope. You may still attend the Special Meeting and vote in person if you
have already voted by proxy.
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If
your shares of Company common stock are held in “street name” by a broker or other agent, you have the right to
direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting.
However, since you are not the stockholder of record, you may not vote your shares in person at the Special Meeting unless
you request and obtain a valid proxy from your broker or other agent.
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Q.
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How
do I convert my shares of Company common stock?
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A.
If the Extension is implemented, each public stockholder may seek to convert his public shares for a pro rata portion of the
funds available in the trust account, less any income taxes owed on such funds but not yet paid.
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To
demand conversion, you must either physically tender your stock certificates to Continental Stock Transfer & Trust Company,
the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 1 State Street, New York, New York
10004, Attn: Mark Zimkind, mzimkind@continentalstock.com, prior to the vote for the Extension Amendment or deliver your shares
to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System
prior to the vote for the Extension Amendment, which election would likely be determined based on the manner in which you
hold your shares. You will only be entitled to receive cash in connection with a conversion of these shares if you continue
to hold them until the effective date of the Extension.
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Q.
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What
should I do if I receive more than one set of voting materials?
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A.
You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy
cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts.
For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card
for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction
card that you receive in order to cast a vote with respect to all of your Company shares.
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Q.
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Who
is paying for this proxy solicitation?
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A.
The Company will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors
and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be
paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for
the cost of forwarding proxy materials to beneficial owners.
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Q.
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Who
can help answer my questions?
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A.
If you have questions about the proposal or if you need additional copies of the proxy statement or the enclosed proxy card
you should contact:
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Allegro
Merger Corp.
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777
Third Avenue, 37th Floor
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New
York, New York 10017
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Attn:
David D. Sgro
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Telephone:
(212) 319-7676
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or
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MacKenzie
Partners Inc.
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1407
Broadway, 27th Floor
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New
York, NY 10018
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Tel:
(800) 322-2885
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Fax:
(212) 929-0308
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You
may also obtain additional information about the Company from documents filed with the SEC by following the instructions in
the section entitled “Where You Can Find More Information.”
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FORWARD-LOOKING
STATEMENTS
We
believe that some of the information in this proxy statement constitutes forward-looking statements. You can identify these statements
by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,”
“believe,” “estimate,” “intends,” and “continue” or similar words. You should
read statements that contain these words carefully because they:
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discuss
future expectations;
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contain
projections of future results of operations or financial condition; or
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state
other “forward-looking” information.
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We
believe it is important to communicate our expectations to our stockholders. However, there may be events in the future that we
are not able to predict accurately or over which we have no control. The cautionary language discussed in this proxy statement
provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described
by us in such forward-looking statements, including, among other things, claims by third parties against the trust account, unanticipated
delays in the distribution of the funds from the trust account and the Company’s ability to finance and consummate a business
combination following the distribution of funds from the trust account. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this proxy statement.
All
forward-looking statements included herein attributable to the Company or any person acting on the Company’s behalf are
expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent
required by applicable laws and regulations, the Company undertakes no obligation to update these forward-looking statements to
reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.
BACKGROUND
The
Company
We
are a Delaware company incorporated on August 7, 2017 for the purpose of entering into a merger, share exchange, asset acquisition,
stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities.
Prior
to our IPO, we issued to Eric Rosenfeld, our Chief Executive Officer, an aggregate of 4,312,500 shares of common stock in exchange
for a capital contribution of $25,000, or approximately $0.01 per share. Mr. Rosenfeld then transferred all of the shares to two
trusts for the benefit of his immediate family members. In April 2018, the initial stockholders contributed to our capital an
aggregate of 575,000 shares for no additional consideration, leaving them with an aggregate of 3,737,500 shares of our common
stock.
On
July 6, 2018, we closed our initial public offering of 14,950,000 units, including 1,950,000 units that were issued pursuant to
the exercise in full of the underwriters’ over-allotment option, with each unit consisting of one share of common stock,
one right, and one warrant. The initial public offering generated gross proceeds of $149,500,000.
Simultaneous
with the consummation of the IPO, we consummated the private placement of 372,500 private placement units at a price of $10.00
per private placement unit, generating total proceeds of $3,725,000. The private placement units were purchased by the initial
stockholders and Cantor Fitzgerald & Co., the representative of the underwriters in the IPO and Chardan Capital Markets LLC,
one of the underwriters of our IPO. The net proceeds of the IPO plus the proceeds of the sale of the private placement units were
deposited in the trust account. As of the Record Date, the Company had approximately $115.4 million of cash in the trust account.
The
prospectus for our IPO and our charter originally provided that we had until January 6, 2020 to consummate a business combination.
On January 3, 2020, the Company’s stockholders approved the Prior Extension Amendment and we amended our charter to provide
that the Company would have until March 31, 2020 to complete a business combination. In connection with that vote, the holders
of 3,782,869 shares of common stock properly 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. On January 6, 2020, the Contributors
deposited an aggregate of approximately $223,343 into the trust account, representing an amount of $0.02 per public share not
converted in connection with the stockholder vote to approve the extension as a prorated amount for the partial month of January 2020.
On January 31, 2020, the Contributors deposited an aggregate of $279,178 into the trust account, representing an amount of $0.025
per public share for the month of February 2020. On February 28, 2020, the Contributors deposited an additional $279,178 into
the trust account, representing an amount of $0.025 per public share for the month of March 2020.
The
mailing address of the Company’s principal executive office is 777 Third Avenue, 37th Floor, New York, New York
10017, and its telephone number is (212) 319-7676.
THE
EXTENSION AMENDMENT PROPOSAL
The
Extension Amendment Proposal
On
November 8, 2019, the Company entered into the Agreement and Plan of Merger pursuant to which it is seeking to acquire the TGI
Fridays business. The Company has determined that it will need additional time to consummate its initial business combination.
Accordingly, the Company has determined to seek stockholder approval to extend the date by which the Company has to complete its
business combination with TGI Fridays if such additional time is needed. Approval of the Extension Amendment is a condition to
the implementation of the Extension. A copy of the proposed second amendment to the charter of the Company is attached to this
proxy statement as Annex A.
All
holders of the Company’s public shares, whether they vote for or against the Extension Amendment or do not vote at all,
are entitled to convert all or a portion of their public shares into their pro rata portion of the trust account, provided that
the Extension is implemented. Holders of public shares do not need to be a holder of record on the record date in order to exercise
conversion rights.
We
will not proceed with the Extension if we do not have at least $5,000,001 of net tangible assets following approval of the Extension
Amendment proposal, after taking into account the Withdrawal Amount.
The
Company estimates that the per-share pro rata portion of the trust account will be approximately $10.33 at the time of the Special
Meeting. The closing price of the Company’s common stock on March 2, 2020, the record date, was $10.26. Accordingly, if
the market price were to remain the same until the date of the meeting, exercising conversion rights would result in a public
stockholder receiving $0.07 more than if he sold his stock in the open market. The Company cannot assure stockholders that they
will be able to sell their shares of Company common stock in the open market, even if the market price per share is higher than
the conversion price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell
their shares.
Reasons
for the Proposal
The
Company’s IPO prospectus and charter provided that the Company had until January 6, 2020 to complete an initial business
combination. On January 3, 2020, the Company’s stockholders approved the Prior Extension Amendment and the charter was amended
to provide that the Company has until March 31, 2020 to consummate a business combination. The Company’s board has determined
that it will need additional time to consummate its initial business combination with TGI Fridays. The Company believes that given
the Company’s expenditure of time, effort and money on seeking to consummate its potential business combination with TGI
Fridays, circumstances warrant providing public stockholders an opportunity to consider the proposed business combination. Accordingly,
the Company has determined to seek stockholder approval to extend the time for closing a business combination beyond March 31,
2020 to the Extended Date in case such additional time is needed. The Company and its officers and directors agreed that it would
not seek to amend the Company’s charter to allow for a longer period of time to complete a business combination unless it
provided holders of public shares with the right to seek conversion of their public shares in connection therewith.
If
the Extension Amendment Proposal Is Not Approved
If
the Extension Amendment is not approved and we are unable to consummate the proposed business combination with TGI Fridays, we
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account, including any interest but net of franchise and income taxes payable, divided
by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights
as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board
of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide
for claims of creditors and the requirements of other applicable law.
The
Company’s initial stockholders have waived their rights to participate in any liquidation distribution with respect to their
insider shares and private shares. There will be no distribution from the trust account with respect to the Company’s rights
and warrants, which will expire worthless in the event we wind up. The Company will pay the costs of liquidation from its remaining
assets outside of the trust account. If such funds are insufficient, Eric S. Rosenfeld has agreed to advance it the funds necessary
to complete such liquidation (currently anticipated to be no more than approximately $15,000) and has agreed not to seek repayment
of such expenses.
If
the Extension Amendment Proposal Is Approved
If
the Extension Amendment proposal is approved, the Company will file an amendment to the charter with the Secretary of State of
the State of Delaware in the form of Annex A hereto to extend the time it has to complete its business combination until
the Extended Date. The Company will then continue to attempt to consummate the business combination with TGI Fridays until the
Extended Date. The Company will remain a reporting company under the Securities Exchange Act of 1934 and its units, common stock,
rights and warrants will remain publicly traded. The terms of the rights and warrants will continue in accordance with their terms.
If the Extension Amendment proposal is approved and the Extension is implemented, it will remain in effect regardless of whether
the proposed transaction with TGI Fridays is terminated.
You
are not being asked to vote on the proposed business combination with TGI Fridays at this time. If the Extension is implemented
and you do not elect to convert your public shares, you will retain the right to vote on the proposed business combination with
TGI Fridays when and if it is submitted to stockholders and the right to convert your public shares into a pro rata portion of
the trust account in the event the proposed business combination is approved and completed or the Company has not consummated
a business combination by the Extended Date.
If
the Extension Amendment proposal is approved, and the Extension is implemented, the removal of the Withdrawal Amount from
the trust account will reduce the Company’s net asset value. The Company cannot predict the amount that will remain in the
trust account if the Extension Amendment proposal is approved, and the amount remaining in the trust account may be only a small
fraction of the approximately $115.4 million that was in the trust account as of the Record Date. However, we will not proceed
if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment proposal.
Conversion
Rights
If
the Extension Amendment proposal is approved, and the Extension is implemented, each public stockholder may seek to convert his
public shares for a pro rata portion of the funds available in the trust account, less any income taxes owed on such funds but
not yet paid.
If
you exercise your conversion rights, you will be exchanging your shares of the Company’s common stock for cash and will
no longer own the shares.
To
demand conversion, you must either Physically tender your stock certificates to Continental Stock Transfer & Trust Company,
the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 1 STATE STREET, New York, New York 10004,
Attn: Mark Zimkind, Mzimkind@continentalstock.com, prior to the vote for the Extension Amendment or deliver your shares to the
transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System prior to
the vote for the Extension Amendment. You
will only be entitled to receive cash in connection with a conversion of these shares if you continue to hold them until the effective
date of the Extension Amendment and Conversion. The requirement for physical or electronic delivery prior to the vote at the Special
Meeting ensures that a converting holder’s election is irrevocable once the Extension Amendment is approved. In furtherance
of such irrevocable election, stockholders making the election will not be able to tender their shares after the vote at the Special
Meeting.
The
electronic delivery process through the DWAC system can be accomplished by the stockholder, whether or not it is a record holder
or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of
its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical
stock certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need
to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and
the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering
broker a nominal charge and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the
Company’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from
the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer
than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision
than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock certificates
and wish to convert may be unable to meet the deadline for tendering their shares before exercising their conversion rights and
thus will be unable to convert their shares.
Certificates
that have not been tendered in accordance with these procedures prior to the vote for the Extension Amendment will not be converted
into a pro rata portion of the funds held in the trust account. In the event that a public stockholder tenders its shares and
decides prior to the vote at the Special Meeting that it does not want to convert its shares, the stockholder may withdraw the
tender. If you delivered your shares for conversion to our transfer agent and decide prior to the vote at the Special Meeting
not to convert your shares, you may request that our transfer agent return the shares (physically or electronically). You may
make such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders
shares and the Extension Amendment is not approved or is abandoned, these shares will be redeemed in accordance with the terms
of the charter promptly following the meeting as described elsewhere herein. The Company anticipates that a public stockholder
who tenders shares for conversion in connection with the vote to approve the Extension Amendment would receive payment of the
conversion price for such shares soon after the completion of the Extension Amendment. The transfer agent will hold the certificates
of public stockholders that make the election until such shares are converted for cash or returned to such stockholders.
If
properly demanded, the Company will convert each public share for a pro rata portion of the funds available in the trust account,
less any income taxes owed on such funds but not yet paid, calculated as of two days prior to the filing of the amendment to the
charter. As of the Record Date, this would amount to approximately $10.33 per share. The closing price of the Company’s
common stock on March 2, 2020, the record date, was $10.26. Accordingly, if the market price were to remain the same until the
date of the meeting, exercising conversion rights would result in a public stockholder receiving $0.07 more than if he sold his
stock in the open market.
The
Special Meeting
Date,
Time and Place. The Special Meeting of the Company’s stockholders will be held at 12:00 p.m., EDT on March 26, 2020,
at the offices of the Company’s counsel, Graubard Miller, at 405 Lexington Avenue, 11th Floor, New York, New
York 10174.
Voting
Power; Record Date. You will be entitled to vote or direct votes to be cast at the Special Meeting, if you owned Company common
stock at the close of business on the Record Date for the Special Meeting. At the close of business on the Record Date, there
were 15,277,131 outstanding shares of Company common stock each of which entitles its holder to cast one vote. The Company’s
rights and warrants do not carry voting rights.
Proxies;
Board Solicitation. Your proxy is being solicited by the Company’s board of directors on the proposal being presented
to stockholders at the Special Meeting. No recommendation is being made as to whether you should elect to convert your shares.
Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares
in person at the Special Meeting.
The
Company has hired MacKenzie Partners Inc. to assist in the proxy solicitation process. The Company will pay that firm a fee of
$15,000 plus disbursements for its services.
Required
Vote
The
affirmative vote by holders of at least 65% of the Company’s outstanding common stock is required to approve the Extension
Amendment. All of the Company’s directors, executive officers and their affiliates are expected to vote any common
stock owned by them in favor of the Extension Amendment. On the Record Date, directors and executive officers of the Company and
their affiliates beneficially owned and were entitled to vote 3,737,500 insider shares and 322,500 private shares representing
approximately 26.6% of the Company’s issued and outstanding common stock.
In
addition, the Company’s directors, executive officers and their affiliates may choose to buy shares of Company public
common stock in the open market and/or through negotiated private purchases. In the event that purchases do occur, the purchasers
may seek to purchase shares from stockholders who would otherwise have voted against the Extension Amendment proposal and elected
to convert their shares into a portion of the trust account. Any shares of Company public common stock purchased by affiliates
will be voted in favor of the Extension Amendment proposal.
Interests
of the Company’s Directors and Officers
When
you consider the recommendation of the Company’s board of directors in favor of approval of the Extension Amendment, you
should keep in mind that the Company’s initial stockholders, including its directors and executive officers, have interests
in such proposal that may be different from, or in addition to, your interests as a stockholder. These interests include, among
other things:
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If
the Extension Amendment is not approved and the proposed business combination with TGI
Fridays is not consummated by March 31, 2020, the Company will cease all operations
except for the purpose of winding up, redeeming 100% of the outstanding public shares
for cash and, subject to the approval of its remaining stockholders and its board of
directors, dissolving and liquidating. In such event, the 3,737,500 founder shares held
by the Company’s initial stockholders and their permitted transferees, which were
acquired for an aggregate purchase price of $25,000 prior to the Company’s initial
public offering, would be worthless because the Company’s initial stockholders
are not entitled to participate in any redemption or distribution with respect to such
shares, as would the 322,500 private placement units that were acquired simultaneously
with the IPO for an aggregate purchase price of $3,225,000. Such common stock and units
had an aggregate market value of $[●] based upon the closing price of $[●]
and $[●] of the common stock and units, respectively, on Nasdaq on [●], 2020,
the closest practicable date to the date of this proxy statement.
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Eric
S. Rosenfeld and David D. Sgro are expected to be directors of the Company following
the proposed business combination with TGI Fridays (assuming they are elected by the
stockholders). As such, in the future each may receive cash fees, stock options or stock
awards that the board of directors determines to pay to its directors.
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In
connection with the Company’s IPO, Eric S. Rosenfeld, the Company’s Chief
Executive Officer, has agreed that he will be liable under certain circumstances to ensure
that the proceeds in the trust account are not reduced by certain claims of target businesses
or vendors or other entities that are owed money by the Company for services rendered
or contracted for or products sold to the Company. If the Extension Amendment is not
approved and the Company is unable to complete its proposed business combination with
TGI Fridays and liquidates, Mr. Rosenfeld will be personally liable to ensure that
the proceeds in the trust account are not reduced by the claims of target businesses
or claims of vendors or other entities that are owed money by the Company for services
rendered or contracted for or products sold to the Company, but only if such a vendor
or target business has not executed such a waiver.
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If
the Extension Amendment is not approved and Company is unable to complete its proposed
business combination with TGI Fridays by March 31, 2020, the Company will pay the costs
of any subsequent liquidation from its remaining assets outside of the trust account.
If such funds are insufficient, Mr. Rosenfeld has agreed to pay the funds necessary
to complete such liquidation (currently anticipated to be no more than approximately
$15,000) and has agreed not to seek repayment for such expenses.
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All
rights specified in the charter relating to the right of officers and directors to be
indemnified by the Company, and of the Company’s officers and directors to be exculpated
from monetary liability with respect to prior acts or omissions, will continue after
a business combination. If the Extension Amendment is not approved and the Company is
unable to consummate its proposed business combination with TGI Fridays and liquidates,
the Company will not be able to perform its obligations to its officers and directors
under those provisions.
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In
connection with the Prior Extension Amendment, the initial stockholders have loaned the
Company an aggregate of $781,699.17 for the contributions necessary to secure such extension.
These loans are evidenced by non-interest bearing notes and are repayable by the
Company upon consummation of the business combination. If this Extension Amendment is
not approved and the Company is unable to consummate its proposed business combination
with TGI Fridays and liquidates, the notes will not be repaid and will be forgiven except
to the extent of any funds held outside of the trust account.
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Eric
Rosenfeld invested $500,000 in TriArtisan TGIF Partners LLC, an entity that purchased
units of TGIF as part of the October 2019 sale of all units held by affiliates of Sentinel
Capital Partners, L.L.C. (“Sentinel”), an owner of the TGI Fridays business,
and other equityholders of TGI Fridays, to an affiliate of TriArtisan and others. If
the business combination with TGI Fridays is consummated, Mr. Rosenfeld’s
investment will represent an indirect investment in an aggregate of 65,266 shares
of the Company’s common stock. If the business combination is not consummated,
Mr. Rosenfeld’s investment will remain an indirect investment in the TGI Fridays
business.
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Additionally,
if the Extension Amendment is approved and the Company consummates its initial business combination with TGI Fridays, the officers
and directors may have additional interests that would be described in the proxy statement for such transaction.
Board
Recommendation
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE EXTENSION AMENDMENT PROPOSAL. THE BOARD OF DIRECTORS
EXPRESSES NO OPINION AS TO WHETHER YOU SHOULD CONVERT YOUR PUBLIC SHARES.