SPACInsider Logo
Eric Rosenfeld Files for SPAC #6 with Allegro Merger Corp.
by Kristi Marvin on 2018-05-30 at 1:00am

Crescendo is Putting the Band Back Together.  Again!

Crescendo Partners’ Eric Rosenfeld, filed for a $130 million IPO late Tuesday, making Allegro Merger Corp., Rosenfeld’s sixth consecutive SPAC. In addition to an obsessive penchant for musical-term branding, the Allegro team and board seem to have a penchant for each other as well, since all have worked together (with the exception of board member Robert Deluce) on one or more of Rosenfeld’s five prior SPACs.  It’s a reunion tour roadshow for sure, but let’s get to the details.

Summary terms include:
  • Sector Focus: General / Broad
  • $10.00 unit comprised of one share of common stock, one right and one full warrant
  • Each right entitles the holder to receive one-twentieth (1/20) of one share 
  • 100% held in trust ($10.00 per share)
  • 21 months to complete an acquisition 
  • Warrant redemption price: $18.00
  • Redemption rights:  limitation of 20% of the shares sold in the IPO
  • Founders and Cantor Fitzgerald (the Underwriter) to purchase 372,500 private placement units at $10.00 to bring the trust to 100% (Founders – 322,500 units / Cantor – 50,000 units)
  • Underwriter fees: 2.0% + 3.5% deferred fee.  Cantor Fitzgerald is sole book-runner.

The Rights term is what stands out immediately. 1/20th of one share is the first to deviate from the standard 1/10th of one share. While on the face of it this might seem like a negative, Allegro does balance this by offering a full warrant and a 21 month time period to complete their business combination.  Additionally, the limit for shareholders wishing to redeem is at 20% of the shares sold in the offering.  More recent SPACs have had limits of 15%.

As for the five prior SPACs that the Crescendo team have completed, I’ve provided a summary below.

NameIPO
Date
Unit
Price
Gross
Proceeds
(mms)
AcquisitionAcquisition
Symbol
Acquisition
Current
Share Price
Arpeggio Acquisition CorporationJune-04$6.00$40.8Hill InternationalHIL$5.60
Rhapsody Acquisition CorporationOct-06$8.00$41.4Primoris ServicesPRIM$26.27
Trio Merger Corp.June-11$10.00$69.0SAExplorationSAEX$1.41
Quartet Merger Corp. Nov-13$10.00$96.6Pangaea LogisticsPANL$3.39
Harmony Merger Corp. Mar-15$10.00$115.0NextDecade NEXT$6.35

Primoris is a hit, but the majority are misses.

Past performance may not be indicative of future results…”  Let’s hope that famous warning disclosure at the end of every performance report rings true here.  On the whole, this deal looks like it might need some sweetening. Perhaps more at-risk capital from management to over-fund the trust and/or reverting the rights terms to 1/10th of one share will give investors additional comfort.

Lastly, Issuer’s Counsel and Underwriter’s Counsel are Graubard Miller and Ellenoff Grossman & Schole LLP,  respectively.

Recent Posts
by Marlena Haddad on 2022-12-06 at 5:43pm

  Below is a daily summary of links to the latest SPAC news and rumors gathered across the web.  Latest SPAC Liquidations: Broadscale, Revolution Healthcare, Research Alliance II, and Kairos Broadscale Acquisition Corp. to Liquidate  On December 6, 2022, stockholders of Broadscale Acquisition Corp. (NASDAQ:SCLE) approved amendments to change the termination date from February 17,...

by Nicholas Alan Clayton on 2022-12-06 at 1:02pm

Roth CH Acquisition IV Co. (NASDAQ:ROCG) has entered into a definitive agreement to combine with renewable energy equipment-maker Tigo for pre-money equity consideration of $600 million. Campbell, California-based Tigo manufacturers components that optimize and enhance safety for solar panel arrays, with installations on seven continents The combined company is expected to trade on the Nasdaq...

by Marlena Haddad on 2022-12-06 at 12:55am

  Below is a daily summary of links to the latest SPAC news and rumors gathered across the web.  Latest SPAC News: Portugal real estate developer Vic Properties in merger talks with BurTech Caner-Led Aggregate Is Said to Discuss Vic Properties SPAC Deal Aggregate Holdings SA is in talks to take its Portuguese unit Vic...

by Marlena Haddad on 2022-12-06 at 11:11am

SportsMap Tech Acquisition Corp. (NASDAQ:SMAP) has entered into a definitive agreement to combine with intelligent thermal imaging provider Infrared Cameras Holdings (ICI) at a pre-money equity valuation of $100 million. Beaumont, Texas-based Infrared Cameras Holdings develops and manufactures infrared-sensor systems, offering handheld and fixed hardware. The combined company is expected to trade on the Nasdaq once the...

by Nicholas Alan Clayton on 2022-12-06 at 10:24am

Ares Acquisition Corporation (NYSE:AAC) has entered into a definitive agreement to combine with nuclear power company X-energy at an enterprise value of $2.2 billion. Rockville, Maryland-based X-energy has developed small modular nuclear reactor technology designed to provide nuclear plants for projects ranging from individual industrial sites to regional utilities. The combined company is expected to...

Privacy Policy|Terms Of Use
Copyright © 2022 SPACInsider, Inc. All Rights Reserved