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.

Eric Rosenfeld Files for SPAC #6 with Allegro Merger Corp.
Recent Posts
by Nicholas Alan Clayton on 2025-07-14 at 12:51pm

Cayson Acquisition Corp. (NASDAQ:CAPN) has entered into a definitive agreement to combine with boutique investment firm Mango Financial for $300 million in equity consideration. Hong Kong-based Mango provides a range of M&A and equity capital markets advisory services to clients considering listings in China and the US. The combined company is expected to trade on...

by Nicholas Alan Clayton on 2025-07-14 at 11:13am

Trailblazer (NASDAQ:BLZRU) has filed for a $200 million SPAC to bring a first-time team to market with serial sponsor terms. The new SPAC is offering investors a 1/3 warrant in each unit and it is the first SPAC filed so far this month with 24 months on its initial transaction clock. All other July SPACs...

by Kristi Marvin on 2025-07-14 at 9:19am

This week, we speak with Kyivstar CEO Oleksandr Komarov about the company’s $2.2 billion dollar combination with Cohen Circle Acquisition Corp. I (NASDAQ:CCIR). Few companies have been had to forge themselves in the flames recently quite like Ukraine’s leading telecom and digital services provider Kyivstar. Now, Kyivstar is not only telling that story but pitching it to...

by Nicholas Alan Clayton on 2025-07-14 at 8:30am

At the SPAC of Dawn The market still has one full trading session before it adds Tuesday’s Core CPI reading and a variety of Fed comments to messaging it is already ingesting on US President Donald Trump’s ever-shifting tariff policy. SPACs are meanwhile continuing on with business as usual, with Cayson (NASDAQ:CAPN) announcing the third...

by Kristi Marvin on 2025-07-12 at 10:02am

Terms Tracker for the Week Ending July 11, 2025 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings. One more IPO priced this week bringing July’s total to 8. However, there are still three more weeks left in the month so that number...

logo

Copyright © 2025 SPACInsider, Inc. All Rights Reserved