Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 11, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Allegro Merger Corp. | |
Entity Central Index Key | 0001720025 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | true | |
Entity Emerging Growth Company | true | |
Entity Common Stock, Shares Outstanding | 4,110,000 | |
Entity Ex-Transition Period | false | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | DE | |
Entity File Number | 001-38581 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 64,183 | $ 87,797 |
Prepaid expenses and other current assets | 58,249 | 83,811 |
Total current assets | 122,432 | 171,608 |
Cash and marketable securities held in Trust Account | 152,997,948 | |
Total assets | 122,432 | 153,169,556 |
Current liabilities: | ||
Accounts payable and accrued expenses | 22,899 | 70,448 |
Franchise tax payable | 77,502 | |
Notes payable - related party | 781,700 | |
Total current liabilities | 804,599 | 147,950 |
Deferred underwriting commission | 5,622,500 | |
Total liabilities | 804,599 | 5,770,450 |
Commitments and contingencies | ||
Common stock subject to possible redemption, 0 and 14,239,910 shares at redemption value of approximately $10.00 per share as of June 30, 2020 and December 31, 2019, respectively | 142,399,102 | |
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value; 40,000,000 shares authorized, 4,110,000 and 4,820,090 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively | 411 | 482 |
Additional paid-in capital | (3,607,240) | 2,124,865 |
Retained earnings | 2,924,662 | 2,874,657 |
Total stockholders' equity | (682,167) | 5,000,004 |
Total liabilities and stockholders' equity | $ 122,432 | $ 153,169,556 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock subject to possible redemption, shares | 0 | 14,239,910 |
Redemption value of per share | $ 10 | $ 10 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 4,110,000 | 4,820,090 |
Common stock, shares outstanding | 4,110,000 | 4,820,090 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
General and administrative costs | $ 18,934 | $ 254,916 | $ 231,099 | |
Loss from operations | 18,934 | 254,916 | 231,099 | |
Other Income | ||||
Other income | 18,340 | 18,340 | ||
Investment income on Trust Account | 920,810 | 356,167 | 1,797,952 | |
Income before income tax provision | 18,340 | 901,876 | 119,591 | 1,566,853 |
Provision for income taxes | 186,482 | 69,586 | 363,795 | |
Net income | $ 18,340 | $ 715,394 | $ 50,005 | $ 1,203,058 |
Weighted average shares outstanding of common stock, basic and diluted- Public Shares | 2,577,030 | 14,950,000 | 6,934,436 | 14,950,000 |
Basic and diluted net income per share, Public Shares | $ 0.01 | $ (0.01) | $ (0.04) | $ (0.04) |
Weighted average shares outstanding of common stock, basic and diluted- Founders and Private Placement Shares | 4,110,000 | 4,110,000 | 4,110,000 | 4,110,000 |
Basic and diluted net loss per share, Founders and Private Placement Shares | $ 0 | $ (0.05) | $ (0.08) | $ (0.14) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Total |
Balance at Dec. 31, 2018 | $ 501 | $ 4,051,993 | $ 947,510 | $ 5,000,004 |
Balance, shares at Dec. 31, 2018 | 5,012,805 | |||
Common stock subject to possible redemption | $ (12) | (1,203,046) | (1,203,058) | |
Common stock subject to possible redemption, shares | (120,306) | |||
Net income | 1,203,058 | 1,203,058 | ||
Balance at Jun. 30, 2019 | $ 489 | 2,848,947 | 2,150,568 | 5,000,004 |
Balance, shares at Jun. 30, 2019 | 4,892,499 | |||
Balance at Mar. 31, 2019 | $ 496 | 3,564,334 | 1,435,174 | 5,000,004 |
Balance, shares at Mar. 31, 2019 | 4,946,038 | |||
Common stock subject to possible redemption | $ (7) | (715,387) | (715,394) | |
Common stock subject to possible redemption, shares | (71,589) | |||
Net income | 715,394 | 715,394 | ||
Balance at Jun. 30, 2019 | $ 489 | 2,848,947 | 2,150,568 | 5,000,004 |
Balance, shares at Jun. 30, 2019 | 4,892,499 | |||
Balance at Dec. 31, 2019 | $ 482 | 2,124,865 | 2,874,657 | 5,000,004 |
Balance, shares at Dec. 31, 2019 | 4,820,090 | |||
Stockholder redemptions | $ (1,495) | (153,753,777) | (153,755,272) | |
Stockholder redemptions, shares | (14,950,000) | |||
Common stock subject to possible redemption | $ 1,424 | 148,021,672 | 148,023,096 | |
Common stock subject to possible redemption, shares | 14,239,910 | |||
Net income | 50,005 | 50,005 | ||
Balance at Jun. 30, 2020 | $ 411 | (3,607,240) | 2,924,662 | (682,167) |
Balance, shares at Jun. 30, 2020 | 4,110,000 | |||
Balance at Mar. 31, 2020 | $ 490 | 2,093,192 | 2,906,322 | 5,000,004 |
Balance, shares at Mar. 31, 2020 | 4,902,047 | |||
Stockholder redemptions | $ (11,167,131) | (115,073,855) | (115,074,972) | |
Stockholder redemptions, shares | (1,117) | |||
Common stock subject to possible redemption | $ 1,038 | 109,373,423 | 109,374,461 | |
Common stock subject to possible redemption, shares | 10,375,084 | |||
Net income | 18,340 | 18,340 | ||
Balance at Jun. 30, 2020 | $ 411 | $ (3,607,240) | $ 2,924,662 | $ (682,167) |
Balance, shares at Jun. 30, 2020 | 4,110,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flow from operating activities | ||
Net income | $ 50,005 | $ 1,203,058 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Income earned on investment held in Trust Account | (356,167) | (1,797,952) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 2,974 | 34,430 |
Accounts payable | (46,055) | (9,732) |
Franchise tax payable | (77,502) | (26,537) |
Prepayment of income taxes | 22,588 | (285,673) |
Net cash used in operating activities | (404,157) | (882,406) |
Cash flow from investing activities | ||
Cash released from Trust Account | 154,135,815 | 866,790 |
Cash deposited into Trust Account | (781,700) | |
Net cash provided by investing activities | 153,354,115 | 866,790 |
Cash flows from financing activities | ||
Proceeds from notes payable | 781,700 | |
Cash used for common stock redemption | (153,755,272) | |
Net cash used in financing activities | (152,973,572) | |
Net decrease in cash | (23,614) | (15,616) |
Cash at beginning of period | 87,797 | 408,481 |
Cash at end of period | 64,183 | 392,865 |
Supplemental cash flow disclosure: | ||
Cash paid for income taxes | 47,000 | 649,467 |
Supplemental disclosure of non-cash financing activities: | ||
Change in value of common stock due to redemption | (148,023,096) | 1,203,058 |
Discharge of Underwriting Commission | $ 5,622,500 |
Organization and Plan of Busine
Organization and Plan of Business Operations | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Plan of Business Operations | Note 1 — Organization and Plan of Business Operations Allegro Merger Corp. (the "Company") was incorporated in Delaware on August 7, 2017 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a "Business Combination"). All activity through June 30, 2020 relates to the Company's formation, the Company's initial public offering of units ("Initial Public Offering") described below and since the Initial Public Offering, the search for a prospective initial Business Combination. The registration statement for the Company's Initial Public Offering was declared effective on July 2, 2018. On July 6, 2018, the Company consummated the Initial Public Offering of 14,950,000 units ("Units" and, with respect to the common stock included in the Units being offered, the "Public Shares"), including 1,950,000 Units issued pursuant to the exercise in full of the underwriters' overallotment option, generating gross proceeds of $149,500,000, which is described in Note 3. Each Unit consisted of one share of the Company's common stock, $0.0001 par value, one redeemable common stock purchase warrant (the "Warrants") and one right (the "Rights"). Each Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share (see Note 7). Each Right entitles the holder to receive one tenth (1/10) of one share of common stock upon the completion of a Business Combination. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 372,500 units ("Private Units"), at a price of $10.00 per Private Unit in a private placement to certain of the Initial Stockholders (defined below), Cantor Fitzgerald & Co. and Chardan Capital Markets LLC (collectively, the "Insiders"), generating gross proceeds of $3,725,000, which is described in Note 4. Following the closing of the Initial Public Offering on July 6, 2018, an amount of $149,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Units was placed in a trust account ("Trust Account") and was invested in United States government treasury bills, bonds or notes, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. On July 6, 2018, in connection with the underwriters' election to fully exercise their over-allotment option, the Company consummated the sale of an additional 1,950,000 Units, at $10.00 per unit. Each Unit consisted of one share of the Company's common stock, $0.0001 par value, one redeemable common stock purchase warrant (the "Warrants") and one right (the "Rights"). Each Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share (see Note 7). Each Right entitles the holder to receive one tenth (1/10) of one share of common stock upon the completion of a Business Combination. Proposed Business Combination On November 8, 2019, the Company entered into an Agreement and Plan of Merger ("Merger Agreement") by and among the Company, Allegro Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, TGIF Holdings, LLC, a Delaware limited liability company ("Holdings"), TGIF Midco, Inc., a Delaware corporation ("Midco"), and Rohit Manocha, solely in his capacity as the initial representative of the equityholders of Holdings and Midco. On March 31, 2020, the Company and Holdings mutually determined, due to extraordinary market conditions and the failure to meet necessary closing conditions, to terminate the Merger Agreement. 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. Going Concern As of June 30, 2020, the Company had a cash balance of $64,183 and a working capital deficit of $682,167. During the six month periods ended June 30, 2020, the Company has withdrawn $282,032, of interest income to pay its franchise and income taxes and various operating expenses as permitted by the trust agreement. The company has also withdrawn $100,000 to pay dissolution expenses. In addition, in connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern", management has determined that the liquidity, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company liquidate after June 30, 2020. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for any future period. The accompanying unaudited financial statements should be read in conjunction with the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 19, 2020. Principles of Consolidation The unaudited consolidated financial statements of the Company include its wholly-owned subsidiary, Allegro Merger Sub, Inc., a Delaware corporation incorporated on November 7, 2019. All inter-company accounts and transactions are eliminated in consolidation. Marketable securities held in Trust Account As of December 31, 2019, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. On April 21, 2020 the remaining cash held in the Trust Account was fully liquidated Common stock subject to possible redemption The Company accounts for its common stock shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Common stock subject to mandatory redemptions (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. The Company's common stock features certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, during the six month period ended June 30, 2020, 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") were redeemed on April 21, 2020 at a per share redemption price of approximately $10.30 per Public Share (the "Redemption Amount"). On December 31, 2019, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders' equity section of the Company's balance sheets. Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, " Earnings Per Share The Company's consolidated statements of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Public Shares is calculated dividing the net income of $50,005 and $1,203,058, reduced by the investment income on the trust and other income of $356,167 and $1,797,952 respectively, by the weighted average number of Public Shares outstanding during the period. 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") were redeemed. The Founder and Private Placement shares are calculated separately from the Public Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Recent Accounting Pronouncements The Company's management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2020 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On July 6, 2018, the Company consummated the Initial Public Offering and sold 14,950,000 Units, including 1,950,000 Units issued pursuant to the exercise in full of the underwriters' over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consisted of one share of the Company's common stock, $0.0001 par value, one Warrant and one Right. Each Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share (see Note 7). Each Right entitles the holder to receive one tenth (1/10) of one share of common stock upon the completion of a Business Combination. |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2020 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the Initial Public Offering, the Insiders purchased an aggregate of 372,500 Private Units, at $10.00 per Private Unit for an aggregate purchase price of $3,725,000. Each Private Unit consists of one Private Share, one warrant ("Private Warrant") and one right ("Private Right"). The proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account. The proceeds from the sale of the Private Units were used to fund the redemption of the Public Shares. The Private Units are identical to the Units sold in the Public Offering, except that the holders have agreed to vote the Private Shares in favor of any Business Combination. Additionally, the holders have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to certain permitted transferees) until the completion of the initial Business Combination. The holders of the Private Units (or underlying shares of common stock) are entitled to registration rights described in Note 6. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Administrative Service Fee The Company presently occupies office space provided by an entity controlled by the Company's Chief Executive Officer. Such entity has agreed that until the Company consummates a Business Combination, it will make such office space, as well as general and administrative services including utilities and administrative support, available to the Company as may be required by the Company from time to time. The Company has agreed to pay an aggregate of $12,500 per month for such services commencing on the effective date of the Initial Public Offering. The company and the affiliate have agreed to suspend payment on this agreement on March 31, 2020. The Company expensed and paid the affiliate $37,500 and 75,000 for such services for the six months ended June 30, 2020, and 2019, respectively. Promissory Notes — Related Parties The Company issued two unsecured promissory notes totaling $30,000 to Eric S. Rosenfeld, the Company's Chief Executive Officer, in 2017. On February 5, 2018 the Company issued a $35,000 principal amount unsecured promissory note to Eric S. Rosenfeld. The notes were non-interest bearing. The notes were paid off in full on July 13, 2018. Notes Payable — Related Parties Certain individuals and entities (the "Contributors") that participated in the private placement of units that occurred simultaneously with the Company's initial public offering contributed to the Company an aggregate amount of $781,700, representing contributions covering a prorated amount of $0.02 per unconverted public share for the partial month of January 2020 and $0.025 per unconverted public share for each of February 2020 and March 2020 (each, a "Contribution"). The Contributions will not bear any interest and will be repayable by the Company to the Contributors upon consummation of an initial business combination. The Contributions will be forgiven if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Company's trust account. The Company deposited $223,342, the first contribution on January 6, 2020, into the trust account established in connection with the Company's initial public offering. The Company deposited the second Contribution of $279,178 on January 31, 2020, and deposited the third Contribution of $279,180 on March 2, 2020, in each case, to the same trust account; provided that any such additional Contribution was only to be made if the previously announced merger agreement with TGI Fridays is still then in effect, or, if such agreement is earlier terminated, the Board of Directors of the Company by majority vote determines to require such additional Contribution. On March 31, 2020, the Company and Holdings mutually determined, due to extraordinary market conditions and the failure to meet necessary closing conditions, to terminate the Merger Agreement. The loans made by the Contributors will not be repaid and will be forgiven unless additional funds become available to the company. Founder Shares The Initial Stockholders purchased an aggregate of 4,312,500 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.0058 per share. In April 2018, the Initial Stockholders surrendered an aggregate of 575,000 shares for no additional consideration, leaving them with an aggregate of 3,737,500 Founder Shares. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Shares, Private Warrants, Private Rights, and any shares, warrants and rights that may be issued upon conversion of working capital loans (and any shares issued upon the exercise of such warrants or conversion of such rights) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to our consummation of an initial Business Combination. The Company will bear the costs and expenses of filing any such registration statements Underwriting Agreement The Company entered into an agreement with the underwriters of the Initial Public Offering ("Underwriting Agreement"), pursuant to which the Company paid an underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, excluding the over-allotment option, or $2,600,000 in the aggregate, to the underwriters at the closing of the Initial Public Offering, with an additional fee (the "Deferred Underwriting Discount") of 3.5% of the gross offering proceeds of the Initial Public Offering, excluding the over-allotment option, and 5.5% of the gross proceeds of the over-allotment option, or $5,622,500 in the aggregate. The Underwriting Agreement provided that the Deferred Underwriting Discount would only be payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. As previously indicated, the Company was unable to consummate its initial Business Combination and distributed the proceeds held in the Trust Account to public stockholders. As a result, the Deferred Underwriting Discount is no longer owed. |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Note 7 — Stockholders' Equity Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company's board of directors. At June 30, 2020 and December 31, 2019, there were no shares of preferred stock issued or outstanding. Common Stock The Company is authorized to issue 40,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company's common stock are entitled to one vote for each share. At June 30, 2020 and December 31, 2019, there were 4,110,000 and 19,060,000 shares of common stock issued and outstanding. Following termination of the Merger Agreement, the Company liquidated the funds held in the Trust Account. 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") were redeemed at a per share redemption price of approximately $10.30 per Public Share (the "Redemption Amount"). The initial redemption occurred on April 21, 2020. As of the close of business on such date, the Public Shares were 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 Private Units 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. Rights Each holder of a Right will receive one-tenth (1/10) of one common stock upon consummation of a Business Combination, even if a holder of such right converted all common stock held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the Rights. No additional consideration will be required to be paid by a holder of Rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis and each holder of Rights will be required to affirmatively covert its rights in order to receive 1/10 of a share underlying each right (without paying additional consideration). The common stock issuable upon exchange of the Rights will be freely tradable (except to the extent held by affiliates of the Company). Warrants The Warrants will become exercisable 30 days after the consummation of a Business Combination. No Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the Warrants and a current prospectus relating to such shares. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon the exercise of the Warrants is not effective within 20 business days from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Warrants on a cashless basis. The Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Placement Warrants are identical to the Warrants underlying the Units sold in the Initial Public Offering, except the Placement Warrants are exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such Placement Warrants is not effective) or on a cashless basis, at the holder's option, and not redeemable by the Company, in each case so long as they are still held by the original purchasers or their affiliates. The Company may call the Warrants for redemption (excluding the Placement Warrants but including any outstanding Warrants issued upon exercise of the unit purchase option issued to its underwriter), in whole and not in part, at a price of $.01 per Warrant: - upon not less than 30 days' prior written notice of redemption to each Warrant holder, - if, and only if, the reported last sale price of the shares of common stock (or the closing bid price of our common stock in the event shares of our common stock are not traded on any specific day) equals or exceeds $18.00 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to Warrant holders, and - if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such Warrants at the time of redemption and for the entire 30-day redemption period and continuing each day thereafter until the date of redemption. If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a "cashless basis," as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuances of shares of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Warrants. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company's assets that are measured at fair value on a recurring basis at June 30, 2020 and December 31, 2019, indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Quoted Prices in Active Market Significant Other Observable Inputs Significant Other Unobservable Inputs Cash and Marketable securities held in Trust Account June 30, 2020 $ - - - December 31, 2019 $ 152,997,948 - - Following termination of the Merger Agreement, the Company liquidated the funds held in the Trust Account. As of June 30, 2020, there was no cash in the trust account, and as of December 31, 2019, there was a balance in the trust account of $152,997,948, held as cash in Trust Account. There were no transfers between the levels during the reporting period. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company issued an unsecured promissory note totaling $8,900 to Eric S. Rosenfeld, the Company's Chief Executive Officer, in July 2020. The note is non-interest bearing and payable on demand. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for any future period. The accompanying unaudited financial statements should be read in conjunction with the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 19, 2020. |
Principles of Consolidation | Principles of Consolidation The unaudited consolidated financial statements of the Company include its wholly-owned subsidiary, Allegro Merger Sub, Inc., a Delaware corporation incorporated on November 7, 2019. All inter-company accounts and transactions are eliminated in consolidation. |
Marketable securities held in Trust Account | Marketable securities held in Trust Account As of December 31, 2019, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. On April 21, 2020 the remaining cash held in the Trust Account was fully liquidated |
Common stock subject to possible redemption | Common stock subject to possible redemption The Company accounts for its common stock shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Common stock subject to mandatory redemptions (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. The Company's common stock features certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, during the six month period ended June 30, 2020, 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") were redeemed on April 21, 2020 at a per share redemption price of approximately $10.30 per Public Share (the "Redemption Amount"). On December 31, 2019, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders' equity section of the Company's balance sheets. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, " Earnings Per Share The Company's consolidated statements of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Public Shares is calculated dividing the net income of $50,005 and $1,203,058, reduced by the investment income on the trust and other income of $356,167 and $1,797,952 respectively, by the weighted average number of Public Shares outstanding during the period. 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") were redeemed. The Founder and Private Placement shares are calculated separately from the Public Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company's management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Measurements [Abstract] | |
Schedule of assets that are measured at fair value on recurring basis | Description Quoted Prices in Active Market Significant Other Observable Inputs Significant Other Unobservable Inputs Cash and Marketable securities held in Trust Account June 30, 2020 $ - - - December 31, 2019 $ 152,997,948 - - |
Organization and Plan of Busi_2
Organization and Plan of Business Operations (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Jul. 06, 2018 | Jun. 30, 2020 | |
Organization and Plan of Business Operations (Textual) | ||
Cash balance | $ 64,183 | |
Maximum of interest on annual basis for certain working capital purposes | 282,032 | |
Working capital deficit | 682,167 | |
Dissolution expenses | $ 100,000 | |
IPO [Member] | ||
Organization and Plan of Business Operations (Textual) | ||
Consummated Initial Public Offering units | 14,950,000 | |
Units issued pursuant to exercise | 1,950,000 | |
Gross proceeds | $ 149,500,000 | |
Sale of units | 372,500 | |
Units issued pursuant of option | 1,950,000 | |
Warrants to purchase of common stock price per share | $ 0.0001 | |
Exercise price | 11.50 | |
Price per unit | $ 10 | |
Gross proceeds | $ 3,725,000 | |
Net proceeds of sale of units | 149,500,000 | |
Interest on working capital | $ 125,000 | |
Debt instrument maturity | 180 days | |
Private Placement [Member] | ||
Organization and Plan of Business Operations (Textual) | ||
Price per unit | $ 10 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Apr. 21, 2020 | |
Summary of Significant Accounting Policies (Textual) | |||||
Private placement to purchase public shares | 16,854,750 | ||||
Investment income | $ 920,810 | $ 356,167 | $ 1,797,952 | ||
Net income | $ 18,340 | $ 715,394 | $ 50,005 | $ 1,203,058 | |
Redemption price, per share | $ 10.30 |
Initial Public Offering (Detail
Initial Public Offering (Details) - IPO [Member] | 1 Months Ended |
Jul. 06, 2018$ / sharesshares | |
Initial Public Offering (Textual) | |
Sale of Units | shares | 14,950,000 |
Units issued pursuant of option | shares | 1,950,000 |
Purchase price | $ 10 |
Common stock, par value | 0.0001 |
Warrant exercise price | $ 11.50 |
Business combination, description | Each Right entitles the holder to receive one tenth (1/10) of one share of common stock upon the completion of a Business Combination. |
Private Placement (Details)
Private Placement (Details) | 6 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | |
Private Placement (Textual) | |
Aggregate of initial public offering private units, shares | shares | 372,500 |
Initial public offering per private unit | $ / shares | $ 10 |
Aggregate purchase price | $ | $ 3,725,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jan. 06, 2020 | Apr. 30, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Feb. 05, 2018 | Dec. 31, 2017 |
Related Party Transactions (Textual) | ||||||
Aggregate services per month | $ 12,500 | |||||
Payments to affiliate | 37,500 | $ 75,000 | ||||
Contributed amount | $ 781,700 | |||||
Notes payable related party description | The Company an aggregate amount of $781,700, representing contributions covering a prorated amount of $0.02 per unconverted public share for the partial month of January 2020 and $0.025 per unconverted public share for each of February 2020 and March 2020 (each, a “Contribution”). | |||||
Notes Payable Related Party [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Notes payable related party description | The Company deposited $223,342, the first contribution on January 6, 2020, into the trust account established in connection with the Company's initial public offering. The Company deposited the second Contribution of $279,178 on January 31, 2020, and deposited the third Contribution of $279,180 on March 2, 2020, in each case, to the same trust account; provided that any such additional Contribution was only to be made if the previously announced merger agreement with TGI Fridays is still then in effect, or, if such agreement is earlier terminated, the Board of Directors of the Company by majority vote determines to require such additional Contribution. | |||||
Chief Executive Officer [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Unsecured promissory notes | $ 30,000 | |||||
Principal amount | $ 35,000 | |||||
Founder Shares [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Purchased aggregate of founder shares | 4,312,500 | |||||
Aggregate purchase price | $ 25,000 | |||||
Price per share | $ 0.0058 | |||||
Aggregate shares of common stock | 3,737,500 | |||||
Surrendered aggregate shares | 575,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Over-Allotment Option [Member] | |
Commitments and Contingencies (Textual) | |
Gross proceeds of the initial public offering | $ 5,622,500 |
Gross proceeds, percentage | 5.50% |
Underwriting Agreement [Member] | |
Commitments and Contingencies (Textual) | |
Underwriting discount | 2.00% |
Gross proceeds of the initial public offering | $ 2,600,000 |
Deferred underwriting discount | 3.50% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Stockholders' Equity (Textual) | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 4,110,000 | 4,820,090 |
Common stock, shares outstanding | 4,110,000 | 4,820,090 |
Common stock subject to possible redemption, shares | 0 | 14,239,910 |
Description of warrants | The Company may call the Warrants for redemption (excluding the Placement Warrants but including any outstanding Warrants issued upon exercise of the unit purchase option issued to its underwriter), in whole and not in part, at a price of $.01 per Warrant: - upon not less than 30 days' prior written notice of redemption to each Warrant holder, - if, and only if, the reported last sale price of the shares of common stock (or the closing bid price of our common stock in the event shares of our common stock are not traded on any specific day) equals or exceeds $18.00 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to Warrant holders, and - if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such Warrants at the time of redemption and for the entire 30-day redemption period and continuing each day thereafter until the date of redemption. | |
Redemption price per share | $ 10.30 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Cash and Marketable securities held in Trust Account | $ 152,997,948 | |
Quoted Prices in Active Market (Level 1) [Member] | ||
Cash and Marketable securities held in Trust Account | 152,997,948 | |
Significant Other Observable Inputs (Level 2) [Member] | ||
Cash and Marketable securities held in Trust Account | ||
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Cash and Marketable securities held in Trust Account |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details Textual) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value Measurements (Textual) | ||
Cash in trust account | $ 152,997,948 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended |
Jul. 31, 2020USD ($) | |
Chief Executive Officer [Member] | Subsequent Event [Member] | |
Subsequent Events (Textual) | |
Unsecured promissory note | $ 8,900 |