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): August 9, 2018
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, New York 10017
(Address of Principal Executive Offices) (Zip Code)
(212) 319-7676
(Registrant’s Telephone Number, Including Area Code)
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)) |
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 8.01. | Other Events. |
On August 9, 2018, Allegro Merger Corp. (the “Company”) announced that holders of the Company’s units will be able to separately trade the common stock, rights and warrants included in such units commencing on or about August 13, 2018. The common stock, rights and warrants will be listed on the Nasdaq Capital Markets under the symbols “ALGR,” “ALGRR” and “ALGRW,” respectively. Units not separated will continue to be listed on the Nasdaq Capital Markets under the symbol “ALGRU.” A copy of the Company’s press release announcing the foregoing is included as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statement and Exhibits. |
(d) Exhibits:
| Exhibit | Description | |
| 99.1 | Press release dated August 9, 2018 |
| 1 |
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: August 9, 2018 | ALLEGRO MERGER CORP. | |
| By: | /s/ David D. Sgro | |
| Name: David D. Sgro Title: Chief Operating Officer | ||
| 2 |
Exhibit 99.1
Allegro Merger Corp. Announces Securities
to Commence Separate Trading
New York, NY, August 9, 2018 (GLOBE NEWSWIRE) -- Allegro Merger Corp. (NASDAQ: ALGRU) (the “Company”) announced today that separate trading of its common stock, rights and warrants underlying the Company’s units would commence on or about August 13, 2018. The common stock, rights and warrants will be listed on the Nasdaq Capital Markets under the symbols “ALGR,” “ALGRR” and “ALGRW,” respectively. Units not separated will continue to be listed on the Nasdaq Capital Markets under the symbol “ALGRU.”
Allegro Merger Corp. is a blank check company organized for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities. The Company’s efforts to identify a prospective target business will not be limited to any particular industry or geographic region.
A registration statement relating to these securities has been filed with, and declared effective by, the SEC on July 2, 2018. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, including the successful consummation of the Company’s initial public offering, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Contact:
David D. Sgro
Chief Operating Officer
Allegro Merger Corp.
212-319-7676