LEGOU 1C, 1 W
Close 1/25/21 full overalotment $235,750 in trust. $10.00
Whole Warrant 1 + 11.50. Call 18. 9.20 pipe protect.
18 months.
Earlybird
focus on target businesses in the renewables, infrastructure, engineering and construction and industrial industries.
Eric Rosenfeld is back after liquidating Allegro.
We will seek to capitalize on the experience of our management team in consummating an initial business combination. Eric S. Rosenfeld, our Chief SPAC Officer, and David D. Sgro, our Chief Executive Officer, have led six prior public blank check companies: (i) Arpeggio Acquisition Corporation, or “Arpeggio,” which raised $40.8 million in June 2004 and consummated a business combination with Hill International, Inc., or “Hill International,” in June 2006, (ii) Rhapsody Acquisition Corp., or “Rhapsody,” which raised $41.4 million in October 2006 and consummated a business combination with Primoris Corporation, or “Primoris,” in July 2008, (iii) Trio Merger Corp., or “Trio,” which raised $69 million in June 2011 and consummated a business combination with SAExploration Holdings Inc., or “SAE,” in June 2013, (iv) Quartet Merger Corp., or “Quartet,” which raised $96.6 million in November 2013 and consummated a business combination with Pangea Logistics Solutions Ltd., or “Pangaea,” in October 2014, (v) Harmony Merger Corp., or “Harmony,” which raised $115.0 million in March 2015 and consummated a business combination with NextDecade LLC, or “NextDecade,” in July 2017, and (vi) Allegro Merger Corp, or “Allegro,” which raised $149.5 million and executed a definitive merger agreement with TGI Fridays’ that was later terminated due largely to the COVID-19 pandemic. Our Chief Financial Officer, Adam Jaffe, also serves as the Chief Financial Officer of Allegro.
Our Chairman, Brian Pratt, was formerly the Chairman and CEO of Primoris. Over his tenure as a public company CEO, Mr. Pratt made numerous E&C acquisitions and grew Primoris’ revenue from approximately $550 million to over $2 billion and EBITDA from approximately $40 million to over $150 million. During his time as Primoris’ Chairman and Chief Executive Officer, the company’s stock price increased from $8.00 at the time of the merger with Rhapsody to a high of over $33.00 per share. In addition to his role as Chairman and Chief Executive Officer of Primoris, Mr. Pratt has participated in numerous private investments in infrastructure and energy. Adam J. Semler, a member of our Board, served as a member of the Board and Chairman of the Audit committees of Harmony and Allegro. Ryan Hummer and Blair Baker, members of our Board, have more than 15 and 20 years of public company investing experience, respectively.
We believe that potential sellers of target businesses will view the fact that our management team has successfully closed five business combinations with vehicles similar to our company as a positive factor in considering whether or not to enter into a business combination with us. However, there is no assurance that we will complete a business combination.
In June 2004, Arpeggio, a blank check company founded by Eric S. Rosenfeld, consummated its initial public offering, raising $40.8 million (at $6.00 per unit, each consisting of one share of common stock and two warrants, each to
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purchase one share of common stock). In June 2006, Arpeggio completed a merger with Hill International. Hill International provided fee-based project management and construction claims services worldwide, primarily serving the United States and other national governments, state and local governments, and the private sector. It was founded in 1976 and is headquartered in Philadelphia, Pennsylvania. Hill International’s common stock currently trades on the New York Stock Exchange under the symbol HIL and its price has ranged from $2.35 to $19.30 following the completion of its business combination with Arpeggio, with a closing price of $5.75 on June 19, 2018. Eric S. Rosenfeld served as a director of Hill International from June 2006 to June 2010 and David D. Sgro has served as a director of Hill International since August 2016.
In October 2006, Rhapsody, a blank check company founded by Mr. Rosenfeld and David D. Sgro, consummated its initial public offering, raising $41.4 million (at $8.00 per unit, each consisting of one share of common stock and one warrant to purchase one share of common stock). In July 2008, Rhapsody completed a merger with Primoris and, shortly thereafter, the company changed its name to “Primoris Services Corporation.” Primoris provided construction, fabrication, maintenance, replacement, and engineering services to public utilities, petrochemical companies, energy companies, and municipalities primarily in the United States and Canada. Primoris is headquartered in Dallas, Texas. Primoris’s common stock currently trades on the Nasdaq Capital Market under the symbol PRIM and its price has ranged from $3.25 to $33.35 following the completion of its business combination with Rhapsody. Eric S. Rosenfeld served as a director of Primoris from the completion of its business combination in 2008 until May 2014. David D. Sgro served as a director of Primoris from 2008 to 2011.
In March 2008, Mr. Rosenfeld became the chairman of the board, chief executive and president, and Mr. Sgro became the chief financial officer, secretary and a director, of Symphony Acquisition Corp. and Staccato Acquisition Corp., two blank check companies, each formed to complete a business combination with one or more businesses or entities. Due to market conditions following the financial collapse in the fall of 2008, neither Symphony Acquisition Corp. nor Staccato Acquisition Corp. completed its initial public offering and neither engaged in any substantive operations.
In June 2011, Trio, a blank check company founded by Messrs. Rosenfeld and Sgro, consummated its initial public offering, raising $69.0 million (at $10.00 per unit, each consisting of one share of common stock and one warrant to purchase one share of common stock). In June 2013, Trio completed a merger with SAE and in connection therewith the company changed its name to “SAExploration Holdings, Inc.” SAE was a holding company of various subsidiaries which collectively formed a geophysical services company offering seismic data acquisition services to the oil and gas industry in North America, South America, and Southeast Asia. SAE provided a full range of services related to the acquisition of 2D, 3D and time-lapse 4D seismic data on land, in transition zones between land and water and in shallow water, as well as seismic data field processing. SAE’s common stock currently trades on the OTC Bulletin Board, under the symbol SAEX and its warrants expired worthless. The price of SAE’s common stock ranged from $0.01 to $10.32 following completion of its business combination with Trio. Eric S. Rosenfeld and David D. Sgro served as directors of SAE from the closing of its merger in 2013 until July 2016.
In November 2013, Quartet, a blank check company founded by Messrs. Rosenfeld and Sgro, consummated its initial public offering, raising $96.6 million (at $10.00 per unit, each consisting of one share of common stock and one right). In October 2014, Quartet completed a merger with Pangaea Logistics Solutions Ltd., a growth oriented global logistics company focused on providing seaborne drybulk transportation services. It is headquartered in Newport, Rhode Island and conducts all operations through its direct and indirect subsidiaries. Pangaea’s common stock currently trades on the Nasdaq Capital Market under the symbol PANL, and the price of the common stock has ranged from $1.62 to $9.17 following completion of the business combination with Quartet. Eric S. Rosenfeld and David D. Sgro currently serve as directors of Pangaea.
In March 2015, Harmony, a blank check company founded by Messrs. Rosenfeld and Sgro, consummated its initial public offering, raising $115.0 million (at $10.00 per unit, each consisting of one share of common stock and one warrant to purchase one share of common stock). In July 2017, Harmony completed its business combination with NextDecade, a liquefied natural gas (“LNG”) development company focused on LNG export projects and associated pipelines in the State of Texas. NextDecade’s common stock and warrants currently trade on the Nasdaq Capital Market under the symbols “NEXT” and “NEXTW,” respectively, and the price of the common stock has ranged from $1.17 to $10.44 following consummation of the business combination with Harmony. Eric S. Rosenfeld and David D. Sgro served as directors of NextDecade from the time of the business combination until 2020 and 2018, respectively.
In July 2018, Allegro, a blank check company founded by Messrs. Rosenfeld and Sgro, consummated its initial public offering, raising $149.5 million (at $10.00 per unit, each consisting of one share of common stock and one warrant to
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purchase one share of common stock). In November of 2019, Allegro announced that it had signed a definitive merger agreement with TGI Fridays, an American casual dining bar and grill concept founded in 1965, with locations in over 55 countries, including 442 international franchised units and 396 domestic units. On March 31, 2020, Allegro and TGI Fridays jointly announced that they had agreed to terminate the merger as the minimum cash closing condition was not met due in part to the uncertainty created by the global COVID-19 pandemic and its impact on the restaurant industry.