Allegro Merger : SEC Filing (DEFM14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________

SCHEDULE 14A

_____________________________________

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant S

Filed by a Party other than the Registrant £

Check the appropriate box:

ALLEGRO MERGER CORP.

(Name of Registrant as Specified In Its Charter)

___________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ALLEGRO MERGER CORP.
777 Third Avenue, 37th Floor
New York, New York 10017

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 26, 2020

TO THE STOCKHOLDERS OF ALLEGRO MERGER CORP.

NOTICE IS HEREBY GIVEN that an annual meeting of stockholders of Allegro Merger Corp. ('Allegro'), a Delaware corporation, will be held at 9:00 a.m. eastern daylight time, on March26, 2020, at the offices of Graubard Miller, Allegro's counsel, at The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174. You are cordially invited to attend the annual meeting, which will be held for the following purposes:

(1) to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of November8, 2019 (the 'Merger Agreement'), by and among Allegro, Allegro Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Allegro ('Merger Sub'), TGIF Holdings, LLC, a Delaware limited liability company ('Holdings'), TGIF Midco, Inc., a Delaware corporation and currently a subsidiary of Holdings ('Midco' and together with Holdings and their subsidiaries, 'TGI Fridays'), and Rohit Manocha, solely in his capacity as the initial representative of the equityholders of Holdings and Midco, pursuant to which (i) Holdings will distribute all of the shares of Midco held by Holdings to its equityholders (the 'Distribution'), (ii) immediately following the Distribution, Merger Sub will merge with and into Midco, with Midco surviving (the 'Merger'), and (iii) immediately following the Merger, Midco will merge with and into Allegro with Allegro surviving (the 'Second Merger', and together with the Distribution, the Merger, and the other transactions contemplated by the Merger Agreement, the 'Transactions'), as described in more detail in this proxy statement, and to approve the Transactions, including the issuance of the merger consideration thereunder (collectively, the 'business combination') - Allegro refers to this proposal as the 'Merger Proposal';

(2) to consider and vote upon separate proposals to approve amendments to the amended and restated certificate of incorporation of Allegro, as amended, effective following the business combination, including to (i) change the name of Allegro from 'Allegro Merger Corp.' to 'TGI Fridays Holdings, Inc.'; (ii) increase number of authorized shares of Allegro common stock from 40,000,000shares to 1,200,000,000shares; (iii) remove the provision for a classified board of directors; (iv) set the initial number of directors to eight (and limit the size of the board of directors to no more than twelve); (v) prohibit any shareholder action by written consent; and (vi) remove provisions that will no longer be applicable to Allegro as a special purpose acquisition company after the business combination - Allegro refers to these proposals collectively as the 'Charter Proposals';

(3) to elect eight (8) directors who, upon consummation of the business combination, will be the directors of Allegro - Allegro refers to this proposal as the 'Director Election Proposal';

(4) to consider, vote upon and adopt an omnibus equity incentive plan of Allegro to be effective upon consummation of the business combination - Allegro refers to this proposal as the 'Incentive Plan Proposal'; and

(5) to consider and vote upon a proposal to adjourn the annual meeting to a later date or dates if it is determined by Allegro and TGI Fridays that more time is necessary for Allegro to consummate the business combination - Allegro refers to this proposal as the 'Adjournment Proposal'.

These items of business are described in the attached proxy statement, which Allegro encourages you to read in its entirety before voting. Only holders of record of Allegro common stock at the close of business on March2, 2020 are entitled to notice of the annual meeting and to vote and have their votes counted at the annual meeting and any adjournments or postponements of the annual meeting.

After careful consideration, Allegro's board of directors has determined that the Merger Proposal, the Charter Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal are fair to and in the best interests of Allegro and its stockholders and unanimously recommends that you vote or give instruction to vote

'FOR' the Merger Proposal, 'FOR' each of the Charter Proposals, 'FOR' the election of all of the persons nominated for election as directors, 'FOR' the Incentive Plan Proposal and 'FOR' the Adjournment Proposal, if presented.

Under the Merger Agreement, the approval of the Merger Proposal, Charter Proposals and Director Election Proposal are conditions to the consummation of the business combination. Accordingly, if any one of the Merger Proposal, Charter Proposals or Director Election Proposal is not approved, the Incentive Plan Proposal will not be presented to the stockholders for a vote (though the Adjournment Proposal may potentially be presented) unless the parties waive this condition to closing.

All Allegro stockholders are cordially invited to attend the annual meeting in person. To ensure your representation at the annual meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record of Allegro common stock, you may also cast your vote in person at the annual meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the annual meeting and vote in person, obtain a proxy from your broker or bank.

A complete list of Allegro stockholders of record entitled to vote at the annual meeting will be available for ten days before the annual meeting at the principal executive offices of Allegro for inspection by stockholders during ordinary business hours for any purpose germane to the annual meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the annual meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in 'street name' or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

March11, 2020

ALL ALLEGRO PUBLIC STOCKHOLDERS HAVE THE RIGHT TO HAVE THEIR SHARES OF COMMON STOCK CONVERTED INTO CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. PUBLIC STOCKHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE MERGER PROPOSAL IN ORDER TO HAVE THEIR SHARES CONVERTED INTO CASH. THIS MEANS THAT ANY PUBLIC STOCKHOLDER HOLDING SHARES OF ALLEGRO COMMON STOCK MAY EXERCISE CONVERSION RIGHTS REGARDLESS OF WHETHER THEY VOTE ON THE MERGER PROPOSAL OR IF THEY ARE HOLDERS OF RECORD ON THE RECORD DATE. TO EXERCISE CONVERSION RIGHTS, HOLDERS MUST TENDER THEIR STOCK TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, ALLEGRO'S TRANSFER AGENT, NO LATER THAN TWO (2) BUSINESS DAYS PRIOR TO THE ANNUAL MEETING. YOU MAY TENDER YOUR STOCK BY EITHER DELIVERING YOUR STOCK CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING CONTINENTAL STOCK TRANSFER & TRUST COMPANY'S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE CONVERTED INTO CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR CONVERSION RIGHTS. SEE 'ANNUAL MEETING OF STOCKHOLDERS - CONVERSION RIGHTS' FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement is dated March11, 2020 and is first being mailed to Allegro Merger Corp. stockholders beginning on March11, 2020.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on March26, 2020: Allegro's proxy statement is available at https://www.cstproxy.com/allegromergercorp/2020.

TABLE OF CONTENTS

SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS

• The parties to the Merger Agreement are Allegro, Merger Sub, Holdings, Midco and Rohit Manocha (solely as the initial representative of the equityholders of Holdings and Midco).

• Subject to the terms and conditions of the Merger Agreement, (i) Holdings will distribute all of the shares of Midco held by Holdings to its equityholders (the 'Distribution'), (ii) immediately following the Distribution, Merger Sub will merge with and into Midco, with Midco surviving ( the 'Merger'), and (iii) immediately following the Merger, Midco will merge with and into Allegro with Allegro surviving (the 'Second Merger', and together with the Distribution, the Merger, and the other transactions contemplated by the Merger Agreement, the 'Transactions'). See the section of this proxy statement titled 'The Merger Proposal - Structure of the Transactions.'

• The Transactions will result in Allegro acquiring the TGI Fridays business, an American casual dining bar and grill concept.

• Upon consummation of the Transactions, the equityholders of Midco following the Distribution (which were the equityholders of Holdings prior to the Distribution) will receive an aggregate of $30,000,000 in consideration, in the form of cash and shares of Allegro's common stock, with the mix of cash and shares determined at the option of the equityholders. Holders of approximately 86% of the outstanding membership interests of Holdings have elected to receive shares of Allegro common stock as consideration in the Merger and holders of approximately 14% of the outstanding membership interests of Holdings have elected to receive cash. Therefore, upon consummation of the Merger, Allegro will issue an aggregate of 2,561,786shares of Allegro common stock and $3,997,919 in cash to the equityholders of Midco. The equityholders of Midco following the Distribution will also have the right to receive up to 2,000,000shares of Allegro common stock, which Allegro refers to as the Contingent Consideration, upon the first to occur of: (i) Allegro's adjusted EBITDA equals or exceeds $70,000,000 as determined using the audited financials included in Allegro's Annual Report on Form 10-K for the years ending December31, 2020, December31, 2021 or December31, 2022 or (ii) the reported last sale price of Allegro's common stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations or other similar actions) for any 20 trading days in a 30 trading day period at any time after the closing of the Transactions and prior to December31, 2022. See the section of this proxy statement titled 'The Merger Proposal - Structure of the Transactions.'

• The equityholders of Midco receiving shares of Allegro common stock upon the closing of the Transactions will agree not to transfer, subject to certain exceptions, the shares of common stock received as part of the closing consideration until the earlier of (i) December15, 2020, (ii) Allegro's completion of a liquidation, merger, stock exchange, or other similar transaction that results in all holders of Allegro's common stock having the right to exchange their shares of common stock for cash or other property or (iii) the date on which the reported closing sale price of Allegro's common stock on Nasdaq equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for a period of any 20 trading days during a 30-trading day period commencing at least 150 days after the closing of the Transactions. See the section of this proxy statement titled 'The Merger Proposal - Sale Restrictions.'

• Upon the closing of the Transactions, Cowen and Company, LLC ('Cowen'), an affiliate of TriArtisan Capital Advisors LLC ('TriArtisan') will be entitled to a facilitation fee, which Allegro refers to as the Facilitation Fee, in the amount of (i) $3,800,000 payable by Allegro in cash, (ii) an aggregate of 796,875shares of common stock to be transferred from David D. Sgro, Eric Rosenfeld 2017 Trust No.1, Eric Rosenfeld 2017 Trust No.2, and Gregory Monahan, and (iii) an aggregate of up to an additional 478,125shares of common stock to be transferred from David D. Sgro, Eric Rosenfeld 2017 Trust No.1, Eric Rosenfeld 2017 Trust No.2, and Gregory Monahan, if Allegro requests assistance from Cowen to raise additional capital to satisfy the Minimum Cash Condition (defined below), with the number of shares of common stock transferrable to be determined by a ratio set forth in the Merger Agreement. For one year after the closing of the Transactions, all shares of common stock transferred to Cowen will continue to be subject to the transfer restrictions applicable to such shares prior to such transfer. See the section of this proxy statement titled 'The Merger Proposal - Additional Agreements - Facilitation Fee.'

• The former equityholders of Holdings and the holders of the shares of common stock purchased in private placements prior to Allegro's initial public offering (such shares referred to herein as the

'founder shares' and such holders being referred to herein as the 'initial stockholders') will enter into an agreement ('Registration Rights Agreement') with Allegro pursuant to which such holders will be granted certain rights to have registered, in certain circumstances, the resale under the Securities Act of 1933, as amended (the 'Securities Act') of the common stock of Allegro held by them, subject to certain conditions set forth therein. The Registration Rights Agreement will replace a prior registration rights agreement entered into between Allegro and the initial stockholders in connection with Allegro's initial public offering. See the section of this proxy statement titled 'The Merger Proposal - Additional Agreements - Registration Rights Agreement.'

• In addition to voting on the Transactions, the stockholders of Allegro will vote on the following separate proposals to approve amendments to the amended and restated certificate of incorporation of Allegro, as amended (the 'charter'), effective following the business combination, including to: (i) change the name of Allegro from 'Allegro Merger Corp.' to 'TGI Fridays Holdings, Inc.'; (ii) increase the number of authorized shares of Allegro common stock from 40,000,000shares to 1,200,000,000shares; (iii) remove the provision for a classified board of directors; (iv) set the initial number of directors to eight (and limit the size of the board of directors to no more than twelve); (v) prohibit any shareholder action by written consent; and (vi) remove provisions that will no longer be applicable to Allegro as a special purpose acquisition company after the business combination. The stockholders of Allegro will also vote on proposals to elect eight (8) directors who, upon consummation of the business combination, will be the directors of Allegro, to approve an omnibus equity incentive plan of Allegro effective upon consummation of the business combination (the 'Incentive Plan') and to approve, if necessary, an adjournment of the annual meeting. See the sections of this proxy statement titled 'The Charter Proposals' 'The Director Election Proposal,' 'The Incentive Plan Proposal' and 'The Adjournment Proposal.'

• The Merger Agreement provides that the Merger Agreement may be terminated at any time, but not later than the closing, as follows: (i) by mutual written consent of Allegro and TGI Fridays, (ii) by either Allegro or TGI Fridays if the Transactions are not consummated on or before March31, 2020, subject to certain limitations, (iii) by either Allegro or TGI Fridays if a governmental entity shall have issued a final and non-appealable order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions, (iv) by either Allegro or TGI Fridays upon the material breach of the other party, or (v) by TGI Fridays if Allegro does not have at least $30,000,000 in cash on hand as of the closing and assuming distribution of the trust account, and after deducting (1) all amounts to be paid to holders of shares of common stock sold in Allegro's initial public offering ('public shares') that elect to have their public shares converted to cash in connection with the Transactions, (2) all amounts due in respect of loans permitted to be repaid under the Merger Agreement, (3) TGI Fridays' financial advisory, legal, accounting and other transaction expenses (up to $1,500,000), (4) Allegro's financial advisory, legal, accounting and other transaction expenses, (5) the Facilitation Fee payable to Cowen, an affiliate of TriArtisan, pursuant to the Merger Agreement and (6) the amount of the cash consideration payable to Midco equityholders at closing pursuant to elections made by such holders under the Merger Agreement (collectively, the 'Minimum Cash Condition'). Additionally, the Transactions will not be consummated if Allegro's stockholders do not approve the Transactions or if Allegro would have less than $5,000,001 of net tangible assets immediately prior to or upon consummation of the Transactions after taking into account holders of public shares that have properly demanded conversion of their public shares into cash. See the section of this proxy statement titled 'The Merger Agreement - Termination.'

• After the Transactions, if Allegro's nominees are elected, the directors of Allegro will be Rohit Manocha, Raymond Blanchette, Sidney Feltenstein, Alexander Matina, Weldon Spangler and Anil Yadav, who were each nominated by Holdings, and Eric Rosenfeld and David Sgro, Allegro's Chief Executive Officer and Chief Operating Officer, respectively, who were both nominated by Allegro. See the section of this proxy statement titled 'The Director Election Proposal.'

• After the Transactions, the executive officers of Allegro will be the current executive officers of TGI Fridays: Raymond Blanchette, Chief Executive Officer, Giovanna Koning, Executive Vice President and Chief Financial Officer, John Neitzel, President and Chief Operating Officer, Global Franchise, James Mazany, Chief Operating Officer, Corporate, and William Alexander, Senior Vice President and Chief Development Officer. See the section of this proxy statement titled 'The Director Election Proposal.'

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

FORWARD-LOOKING STATEMENTS

Allegro believes that some of the information in this proxy statement constitutes forward-looking statements within the definition of the Private Securities Litigation Reform Act of 1995. However, because Allegro is a 'blank check' company, the safe-harbor provisions of that act do not apply to statements made in this proxy statement. You can identify these statements by forward-looking words such as 'may,' 'expect,' 'anticipate,' 'contemplate,' 'believe,' 'estimate,' 'intends,' and 'continue' or similar words. You should read statements that contain these words carefully because they:

• discuss future expectations;

• contain projections of future results of operations or financial condition; or

• state other 'forward-looking' information.

Allegro believes it is important to communicate its expectations to its securityholders. However, there may be events in the future that Allegro is not able to predict accurately or over which it has no control. The risk factors and cautionary language discussed in this proxy statement provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by Allegro in such forward-looking statements, including among other things:

• the number and percentage of its public stockholders voting against the Merger Proposal and/or seeking conversion;

• the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

• the ability to maintain the listing of Allegro's common stock and warrants on Nasdaq or another securities exchange following the business combination;

• changes adversely affecting the business in which TGI Fridays is engaged;

• management of growth;

• general economic conditions, including changes in the credit, debit, securities, financial or capital markets;

• the impact of the coronavirus or other adverse public health developments on TGI Fridays' business and operations;

• the success of TGI Fridays' business and results of operations;

• the financial results of TGI Fridays' franchisees;

• the value of the TGI Fridays brand domestically and globally;

• competitive pressures imposed by changes in the restaurant industry;

• TGI Fridays' business strategy and plans, including the successful integration of stores acquired in the Briad Acquisition (defined below);

• TGI Fridays' ability to remediate the material weaknesses in its internal controls over financial reporting; and

• the result of future financing efforts.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement.

All forward-looking statements included herein attributable to Allegro or any person acting on Allegro's behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, Allegro undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

Before a stockholder grants its proxy or instructs how its vote should be cast or vote on the Merger Proposal, Charter Proposals, Director Election Proposal, Incentive Plan Proposal, or the Adjournment Proposal, it should be aware that the occurrence of the events described in the 'Risk Factors' section and elsewhere in this proxy statement may adversely affect Allegro and/or TGI Fridays.

SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information from this proxy statement and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the annual meeting, including the merger proposal, you should read this entire document carefully, including the Merger Agreement attached as Annex A to this proxy statement. The Merger Agreement is the legal document that governs the business combination and the Transactions that will be undertaken in connection with the business combination. It is also described in detail in this proxy statement in the section titled 'The Merger Agreement.'

The Parties

Allegro

Allegro Merger Corp. is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities. Allegro was incorporated under the laws of the State of Delaware on August7, 2017. In connection with Allegro's organization, Allegro issued to Eric Rosenfeld, its Chief Executive Officer, an aggregate of 4,312,500shares of common stock in exchange for a capital contribution of $25,000, or approximately $0.01 per share. Mr.Rosenfeld then transferred all of the shares to two trusts for the benefit of his immediate family members, and subsequently, the trusts transferred a portion of such shares to the other initial stockholders in exchange for approximately $0.01 per share. In April 2018, the initial stockholders contributed to capital an aggregate of 575,000shares for no additional consideration, leaving them with an aggregate of 3,737,500shares of Allegro's common stock.

On July6, 2018, Allegro closed its initial public offering of 14,950,000 units, including 1,950,000 units that were issued pursuant to the exercise in full of the underwriters' over-allotment option, with each unit consisting of one share of common stock, one right, and one warrant. The units from the initial public offering (including the over-allotment option) were sold at an offering price of $10.00 per unit, generating total gross proceeds of $149,500,000. Simultaneously with the consummation of the initial public offering, Allegro consummated the private placement of 372,500 private placement units at a price of $10.00 per private placement unit, generating total proceeds of $3,725,000. The private placement units were purchased by Allegro's sponsor, Cantor Fitzgerald & Co. ('Cantor'), the representative of the underwriters in the initial public offering, and Chardan Capital Markets LLC ('Chardan'), one of the underwriters of Allegro's initial public offering. Allegro deposited in the trust account an aggregate of $149,500,000 in net proceeds of the initial public offering and sale of the private placement units and the remaining proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The initial public offering was conducted pursuant to a registration statement on Form S-1 (Reg. No. 333-225270) that became effective on July2, 2018.

On January3, 2020, Allegro received stockholder approval to extend the date by which it must complete an initial business combination from January6, 2020 to March31, 2020. In connection with such extension, holders of 3,782,869 public shares exercised their right to convert their shares into a pro rata portion of the cash held in Allegro's trust account, leaving 11,167,131 public shares outstanding. In connection with the extension, on January6, 2020, the initial stockholders deposited an aggregate of approximately $223,343 into the trust account, representing an amount of $0.02 per public share not converted in connection with the stockholder vote to approve the extension as a prorated amount for the partial month of January 2020. On January31, 2020, the initial stockholders deposited an aggregate of $279,178 into the trust account, representing an amount of $0.025 per public share for the month of February 2020. On February28, 2020, the initial stockholders deposited an aggregate of $279,178 into the trust account, representing an amount of $0.025 per public share for the month of March 2020. Accordingly, as of March2, 2020, the record date, there was approximately $115,400,000 held in the trust account (approximately $10.33 per public share). On March6, 2020, Allegro filed a preliminary proxy statement to seek stockholder approval for a one-month extension of the date by which it must complete its proposed business combination with TGI Fridays, in the event that Allegro is not able to consummate the business combination by March31, 2020, to April30, 2020.

Allegro is an 'emerging growth company,' as defined in the Jumpstart Our Business Startups Act (the 'JOBS Act'). As an emerging growth company, Allegro is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the 'Sarbanes-Oxley Act'), reduced disclosure

obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and the requirement to obtain shareholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Allegro has irrevocably opted to take advantage of such extended transition period.

Allegro could remain an emerging growth company until the last day of its fiscal year following July6, 2023 (the fifth anniversary of the consummation of Allegro's initial public offering). However, if Allegro's non-convertible debt issued within a three-year period or its total revenues exceed $1billion or the market value of its shares of common stock that are held by non-affiliates exceeds $700million on the last day of the second fiscal quarter of any given fiscal year, Allegro would cease to be an emerging growth company as of the following fiscal year.

After consummation of the business combination, the funds in the trust account will be used by Allegro to pay holders of the public shares who exercise conversion rights, for income tax or other tax obligations of Allegro prior to the closing, to repay loans included on Allegro's consolidated balance sheet as of the closing and permitted to be repaid under the Merger Agreement, including the Contributions, to pay certain expenses incurred in connection with the business combination with TGI Fridays, to pay deferred underwriting commissions of an aggregate of $5,622,500 payable to Cantor, Piper, Odeon and other investment banks or financial advisors, to pay an aggregate of $3,997,919 in cash consideration to electing Holdings equityholders, and to pay $3,800,000 as the cash portion of the Facilitation Fee owed to Cowen, an affiliate of TriArtisan and any remaining balance will be used for working capital and general corporate purposes, including funding for organic growth and potential acquisitions.

Allegro's units, common stock, rights, and warrants are listed on Nasdaq under the symbols 'ALGRU,' 'ALGR,' 'ALGRR' and 'ALGRW,' respectively.

Allegro's principal executive office is located at 777 Third Avenue, 37th Floor, New York, New York 10017 and its telephone number at that address is (212) 319-7676. After the consummation of the Transactions, Allegro's principal executive office will be that of TGI Fridays, located at 19111 North Dallas Parkway, Suite 165, Dallas, TX 75287.

Merger Sub

Allegro Merger Sub, Inc. is a wholly-owned subsidiary of Allegro formed solely for the purpose of effectuating the Transactions described herein. Merger Sub was incorporated under the laws of the state of Delaware on November7, 2019. Merger Sub owns no material assets and does not operate any business.

Merger Sub's principal executive office is located at 777 Third Avenue, 37th Floor, New York, New York 10017 and its telephone number at that address is (212) 319-7676. After the consummation of the Transactions, Merger Sub will cease to exist.

Holdings & Midco

Holdings and Midco (a subsidiary of Holdings) are holding companies and are the owners of all of the issued and outstanding equity interests of TGI Friday's Inc., the operating entity for TGI Fridays' business, an iconic American casual dining bar and grill concept with 831 locations across the U.S. and 56 countries.

Holdings was formed as a limited liability company under the laws of the State of Delaware on April25, 2014. Midco was incorporated under the laws of the state of Delaware on April29, 2014. Holdings' and Midco's principal executive office is located at 19111 North Dallas Parkway, Suite 165, Dallas, TX 75287 and their telephone number at that address is 972-662-5400.

The Merger Proposal

The Merger Agreement provides for, among other things, (i) the Distribution, whereby Holdings will distribute all of the shares of Midco held by Holdings to its equityholders, (ii) immediately following the Distribution, the Merger of Merger Sub with and into Midco, with Midco surviving, and (iii) immediately following the Merger, the Second Merger of Midco with and into Allegro with Allegro surviving. As a result of the Transactions, Allegro will become the holding company for the TGI Fridays business.

Under the Merger Agreement, the equityholders of Midco following the Distribution (which were the equityholders of Holdings prior to the Distribution) will receive an aggregate of $30,000,000 in consideration, in the form of cash and shares of Allegro's common stock, with the mix of cash and shares determined at the option of the equityholders. Holders of approximately 86% of the outstanding membership interests of Holdings have elected to receive shares of Allegro common stock as consideration in the Merger and holders of approximately 14% of the outstanding membership interests of Holdings have elected to receive cash. Therefore, upon consummation of the Merger, Allegro will issue an aggregate of 2,561,786shares of Allegro common stock and $3,997,919 in cash to the equityholders of Midco. The equityholders of Midco following the Distribution will also have the right to receive up to 2,000,000shares of Allegro common stock upon the first to occur of: (i) Allegro's adjusted EBITDA equals or exceeds $70,000,000 as determined using the audited financials included in Allegro's Annual Report on Form 10-K for the years ending December31, 2020, December31, 2021 or December31, 2022 or (ii) the reported last sale price of Allegro's common stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations or other similar actions) for any 20 trading days in a 30 trading day period at any time after the closing of the Transactions and prior to December31, 2022.

Additionally, effective as of the Distribution, each option (or portion thereof) granted under Midco's 2014 Stock Option Plan (the '2014 Plan') that is then outstanding and vested will be automatically cancelled, and in respect of such cancellation the holder thereof shall be entitled to receive an economically equivalent number of shares of common stock of Allegro (which forms a part of the aggregate merger consideration payable to equityholders of Holdings and Midco) pursuant to a formula set forth in the Merger Agreement. Each outstanding option, warrant, convertible note, or other derivative security of Holdings, Midco, or any of their subsidiaries that is unexercised or unconverted after the Distribution will be automatically cancelled without consideration.

The equityholders of Midco receiving shares of Allegro common stock upon the closing of the Transactions will agree not to transfer, subject to certain exceptions, any shares of common stock received as part of the closing consideration until the earlier of (i) December15, 2020, (ii) Allegro's completion of a liquidation, merger, stock exchange, or other similar transaction that results in all holders of Allegro's common stock having the right to exchange their shares of common stock for cash or other property, or (iii) the date on which the reported closing sale price of Allegro's common stock on Nasdaq equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for a period of any 20 trading days during a 30-trading day period commencing at least 150 days after the closing of the Transactions. See the section of this proxy statement titled 'The Merger Proposal - Sale Restrictions.'

Upon the closing of the Transactions, Cowen, an affiliate of TriArtisan, will be entitled to a Facilitation Fee in the amount of (i) $3,800,000 payable by Allegro in cash, (ii) an aggregate of 796,875shares of common stock to be transferred from David D. Sgro, Eric Rosenfeld 2017 Trust No.1, Eric Rosenfeld 2017 Trust No.2, and Gregory Monahan, and (iii) an aggregate of up to an additional 478,125shares of common stock to be transferred from David D. Sgro, Eric Rosenfeld 2017 Trust No.1, Eric Rosenfeld 2017 Trust No.2, and Gregory Monahan, if Allegro requests assistance from Cowen to raise additional capital to satisfy the Minimum Cash Condition, with the number of shares of common stock transferrable to be determined by a ratio set forth in the Merger Agreement. For one year after the closing of the Transactions, all shares of common stock transferred to Cowen will continue to be subject to the transfer restrictions applicable to such shares prior to such transfer. See the section of this proxy statement titled 'The Merger Proposal - Additional Agreements - Facilitation Fee.'

The former equityholders of Holdings and Allegro's initial stockholders will enter into a Registration Rights Agreement with Allegro pursuant to which such shareholders will be granted certain rights to have registered, in certain circumstances, the resale under the Securities Act of the common stock of Allegro held by them, subject to certain conditions set forth therein. The Registration Rights Agreement will replace a prior registration rights agreement entered into between Allegro and Allegro's initial stockholders in connection with the initial public offering. See the section of this proxy statement titled 'The Merger Proposal - Additional Agreements - Registration Rights Agreement.'

The parties plan to complete the business combination promptly after the Allegro annual meeting, provided that:

• Allegro's stockholders have approved the Merger Proposal, Charter Proposals, and Director Election Proposal;

• Allegro has at least $5,000,001 of net tangible assets immediately prior to or upon the consummation of the Transactions, after taking into account the holders of public shares that properly demand that Allegro convert their public shares for their pro rata share of the trust account;

• the Minimum Cash Condition is satisfied or waived; and

• the other conditions specified in the Merger Agreement have been satisfied or waived.

After consideration of the factors identified and discussed in the sections of this proxy statement titled 'The Merger Proposal - Allegro's Board of Directors' and Advisors' Reasons for Approval of the Transactions,' and 'The Merger Proposal - Opinion of Financial Advisor,' Allegro's board of directors concluded that the business combination met all of the requirements disclosed in the prospectus for its initial public offering, including that the business of TGI Fridays had a fair market value of at least 80% of the balance of the funds in the trust account (exclusive of deferred underwriting commissions and taxes payable) at the time of execution of the Merger Agreement.

As a result of the Transactions, assuming that no stockholders of Allegro elect to convert their public shares into cash in connection with the business combination as permitted by Allegro's charter, and after giving effect to the transfer of an aggregate of 796,875shares of common stock to Cowen, Cowen and the former equityholders of Midco will own approximately 17% of the Allegro common stock to be outstanding immediately after the business combination and the current Allegro stockholders will own approximately 83% of the outstanding Allegro common stock. If the maximum number of public shares are converted into cash such that TGI Fridays does not have the right to terminate the Merger Agreement as described herein (i.e., such conversion does not cause Allegro to fail to meet the Minimum Cash Condition and Allegro has at least $5,000,001 of net tangible assets immediately prior to or upon consummation of the Transactions after taking into account holders of public shares that have properly demand conversion of their public shares into cash), such percentages will be approximately 27% and 73%, respectively.

If the Merger Proposal is not approved by Allegro's stockholders at the annual meeting, none of the other proposals will be presented at the annual meeting for a vote (other than, potentially, the Adjournment Proposal).

Opinion of Financial Advisor to the Board of Directors of Allegro

Allegro engaged Cassel Salpeter & Co., LLC ('Cassel Salpeter') to render an opinion, as of November8, 2019, as to (i) the fairness, from a financial point of view, to Allegro of the consideration to be paid to the equityholders of TGI Fridays in the Transactions pursuant to the Merger Agreement and (ii) whether Midco had a fair market value equal to at least 80% of the balance of funds in Allegro's trust account. Cassel Salpeter is an investment banking firm that regularly is engaged in the evaluation of businesses and their securities in connection with acquisitions, corporate restructuring, private placements and for other purposes. Allegro's board of directors decided to use the services of Cassel Salpeter because it is a recognized investment banking firm that has substantial experience in similar matters, and has rendered similar services to other blank check companies including four that Messrs. Rosenfeld and Sgro were previously directors of.

On November8, 2019, Cassel Salpeter rendered its oral opinion to Allegro's board of directors (which was confirmed in writing by delivery of Cassel Salpeter's written opinion dated such date), to the effect that, as of November8, 2019 and based on and subject to the assumptions, limitations, qualifications and other matters considered in the preparation of such opinion, (i) the consideration to be issued and paid by Allegro in the Transactions pursuant to the Merger Agreement was fair, from a financial point of view, to Allegro and (ii) Midco had a fair market value equal to at least 80% of the balance of funds in Allegro's trust account (less any deferred underwriting commissions and taxes payable on interest earned).

The summary of Cassel Salpeter's opinion in this proxy statement is qualified in its entirety by reference to the full text of the written opinion, which is included as Annex B to this proxy statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Cassel Salpeter in preparing its opinion. However, neither Cassel Salpeter's written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to any stockholder as to how such stockholder should act or vote with respect to any matter relating to the proposed merger or otherwise.

The opinion was addressed to Allegro's board of directors for the use and benefit of the members of the board of directors (in their capacities as such) in connection with the board's evaluation of the business combination. Cassel Salpeter's opinion was just one of the several factors the board of directors considered in making its determination to recommend the Transactions, including those described elsewhere in this proxy statement.

The Charter Proposals

The stockholders of Allegro will vote on separate proposals to approve amendments to Allegro's charter, which will be effective following the Transactions, including to (i) change the name of Allegro from 'Allegro Merger Corp.' to 'TGI Fridays Holdings, Inc.'; (ii) increase the number of authorized shares of common stock from 40,000,000shares to 1,200,000,000shares; (iii) remove the provision for a classified board of directors; (iv) set the initial number of directors to eight (and limit the size of the board of directors to no more than twelve); (v) prohibit any shareholder action by written consent; and (vi) remove provisions that will no longer be applicable to Allegro as a special purpose acquisition company after the business combination. See the section of this proxy statement titled 'The Charter Proposals.'

The Director Election Proposal

At the annual meeting, eight (8) directors will be elected to Allegro's board of directors, in each case to serve until their successors are elected and qualified. Upon the consummation of the business combination, if the proposed nominees are elected, the directors of Allegro will be Rohit Manocha, Raymond Blanchette, Sidney Feltenstein, Alexander Matina, Weldon Spangler, and Anil Yadav, who were each nominated by Holdings, and Eric Rosenfeld and David Sgro, Allegro's Chief Executive Officer and Chief Operating Officer, respectively, who were both nominated by Allegro. See the section of this proxy statement titled 'The Director Election Proposal.'

The Incentive Plan Proposal

The proposed equity incentive plan (the '2020 Plan') will reserve 1,100,000shares of Allegro common stock for issuance in accordance with the 2020 Plan's terms. The purpose of the 2020 Plan is to assist in attracting, retaining, motivating, and rewarding certain key employees, officers, directors, and consultants of Allegro and its affiliates and promoting the creation of long-term value for shareholders of Allegro by closely aligning the interests of such individuals with those of other shareholders. The 2020 Plan authorizes the award of share-based incentives to encourage eligible employees, officers, directors, and consultants, as described below, to expend maximum effort in the creation of shareholder value. See the section of this proxy statement titled 'The Incentive Plan Proposal.' The 2020 Plan is attached as Annex C to this proxy statement. You are encouraged to read the 2020 Plan in its entirety.

The Adjournment Proposal

If the officer presiding over the annual meeting determines, subject to TGI Fridays' consent, that it would be in the best interests of Allegro to adjourn the annual meeting to give Allegro more time to consummate the business combination for whatever reason (such as if the Merger Proposal is not approved, if Allegro would have net tangible assets of less than $5,000,001 immediately prior to or upon consummation of the Transactions after taking into account the holders of public shares who properly elect to convert their public shares into cash, or if another condition to closing the business combination has not been satisfied), Allegro's board of directors may submit a proposal to adjourn the annual meeting to a later date or dates. See the section of this proxy statement titled 'The Adjournment Proposal.'

Allegro's Initial Stockholders

As of the record date for the annual meeting, the initial stockholders of Allegro beneficially owned and were entitled to vote an aggregate of 3,737,500 founder shares and an aggregate of 322,500shares of common stock underlying private placement units that were issued simultaneously with Allegro's initial public offering (the 'private placement units'). The founder shares and shares of common stock underlying private placement units held by the initial stockholders currently constitute approximately 26.6% of the outstanding shares of Allegro's common stock.

In connection with the initial public offering, each of the Allegro initial stockholders agreed to vote the founder shares, shares of common stock underlying the private placement units, as well as any shares of Allegro common

stock acquired in the aftermarket, in favor of the merger proposal. The initial stockholders have indicated that they intend to vote their shares in favor of all other proposals being presented at the annual meeting. Accordingly, 3,578,566 public shares, constituting approximately 23.4% of Allegro's outstanding common stock, must be voted in favor of the business combination proposal in order for the business combination proposal to be approved.

The founder shares and shares underlying the private placement units have no conversion rights in the event a business combination is not effected in the required time period and will be worthless if no business combination is effected by Allegro. In connection with the initial public offering, the Allegro initial stockholders agreed to transfer restrictions that provide that securities held by them are not transferable or salable (A) in the case of the founder shares, until the earlier of (1) one year after the completion of Allegro's initial business combination or (2) subsequent to the business combination, the last sale price of Allegro's common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after Allegro's initial business combination, and (B) in the case of the shares underlying the private placement units, until 30 days after the consummation of Allegro's initial business combination; provided, however, that the transfer restrictions will lapse earlier if following the completion of Allegro's initial business combination Allegro completes a liquidation, merger, stock exchange or other similar transaction that results in all of Allegro's stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Date, Time and Place of Annual Meeting of Allegro's Stockholders

The annual meeting of the stockholders of Allegro will be held at 9:00 a.m., eastern daylight time, on March26, 2020, at the offices of Graubard Miller, Allegro's counsel, at The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174, to consider and vote upon the Merger Proposal, the Charter Proposals, the Director Election Proposal, the Incentive Plan Proposal and/or, if necessary, the Adjournment Proposal.

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the annual meeting if they owned shares of Allegro common stock at the close of business on March2, 2020, which is the record date for the annual meeting. Stockholders will have one vote for each share of Allegro common stock owned at the close of business on the record date. If your shares are held in 'street name' or are in a margin or similar account, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. Allegro warrants and rights do not have voting rights. On the record date, there were 15,277,131shares of Allegro common stock outstanding, of which 11,167,131 were shares sold in Allegro's initial public offering, which Allegro refers to as its public shares.

Quorum and Vote of Allegro Stockholders

A quorum of Allegro stockholders is necessary to hold a valid meeting. A quorum will be present at the Allegro annual meeting if a majority of the issued and outstanding shares of common stock on the record date that are entitled to vote at the annual meeting are represented by stockholders present at the annual meeting or by proxy. Abstentions will be counted towards the quorum requirement. Broker non-votes will not be counted towards the quorum requirement. If there is no quorum, a majority of the votes present at the annual meeting may adjourn the annual meeting to another date.

The proposals presented at the annual meeting will require the following votes:

• Merger Proposal - The approval of the Merger Proposal will require the affirmative vote of the holders of a majority of the then outstanding shares of common stock present and entitled to vote at the annual meeting. Abstentions will have the same effect as a vote 'against' the Merger Proposal. Brokers are not entitled to vote on the Merger Proposal absent voting instructions from the beneficial holder and, consequently, broker non-votes will have no effect on the Merger Proposal. The business combination will not be consummated if Allegro has less than $5,000,001 of net tangible assets immediately prior to or upon consummation of the Transactions, after taking into account holders of public shares that have properly demand conversion of their public shares into cash.

• Charter Proposals - The approval of the Charter Proposals will require the affirmative vote of the holders of at least 65% of Allegro's outstanding common stock on the record date. Abstentions and

broker non-votes will have the same effect as a vote 'against' the Charter Proposals. Brokers are not entitled to vote on the Charter Proposals because those proposals are considered non-routine proposals.

• Director Election Proposal - The election of directors requires a plurality of the votes cast. 'Plurality' means that the individuals who receive the largest number of votes cast 'FOR' will be elected as directors (even if they receive less than a majority of the votes cast). Consequently, because this is an uncontested election, any director nominee who receives at least one vote 'FOR' will be elected as a director. Abstentions will have no effect on the Director Election Proposal because an abstention is not a vote cast with respect to the proposal. Brokers are not entitled to vote on the Director Election Proposal absent voting instructions from the beneficial holder because the Director Election Proposal is considered 'non-routine'. Consequently, broker non-votes will have no effect with respect to the Director Election Proposal.

• Incentive Plan Proposal - The approval of the Incentive Plan Proposal will require the affirmative vote of the holders of a majority of the then outstanding shares of common stock present and entitled to vote at the annual meeting. Abstentions will have the same effect as a vote 'against' the Incentive Plan Proposal. Brokers are not entitled to vote on the Incentive Plan Proposal absent voting instructions from the beneficial holder and, consequently, broker non-votes will have no effect on the Incentive Plan Proposal.

• Adjournment Proposal - The approval of the Adjournment Proposal will require the affirmative vote of the holders of a majority of the then outstanding shares of common stock present and entitled to vote at the annual meeting. Abstentions will have the same effect as a vote 'against' the Adjournment Proposal. Brokers are entitled to vote on the Adjournment Proposal absent voting instructions from the beneficial holder because the proposal is considered 'routine'. Consequently, broker non-votes will have the same effect as a vote 'against' the Adjournment Proposal.

The Allegro initial stockholders hold approximately 26.6% of the outstanding shares of Allegro common stock, none of which are public shares. Such shares, as well as any shares of common stock acquired in the open market by the Allegro initial stockholders, are expected to be voted in favor of the proposals presented at the annual meeting. Accordingly, 3,580,093 public shares, constituting approximately 23.4% of Allegro's outstanding common stock, must be voted in favor of the business combination proposal in order for the business combination proposal to be approved.

Under the Merger Agreement, the approval of each of the Merger Proposal, Charter Proposals and Director Election Proposal is a condition to the consummation of the business combination.

Conversion Rights

Pursuant to Allegro's charter, a holder of public shares may demand that Allegro convert such shares into cash if the business combination is consummated; provided that Allegro may not consummate the business combination if it has less than $5,000,001 of net tangible assets immediately prior to or upon consummation of the business combination after taking into account holders of public shares that have properly demand conversion of their public shares into cash. Holders of public shares will be entitled to receive cash for these shares only if they deliver their shares to Allegro's transfer agent no later than two (2) business days prior to the annual meeting. Holders of public shares do not need to affirmatively vote on the Merger Proposal or be a holder of such public shares as of the record date to exercise conversion rights. If the Transactions are not consummated, these shares will not be converted into cash. If a holder of public shares properly demands conversion, delivers his, her, or its shares to Allegro's transfer agent as described above, and the Transactions are consummated, Allegro will convert each public share into a full pro rata portion of the trust account, calculated as of two (2) business days prior to the anticipated consummation of the business combination. It is anticipated that this would amount to approximately $10.33 per share calculated as of two (2) business days prior to the consummation of the business combination. If a holder of public shares exercises its conversion rights, then it will be exchanging its shares of Allegro common stock for cash and will no longer own the shares. See the section of this proxy statement titled 'Annual Meeting of Stockholders - Conversion Rights' for a detailed description of the procedures to be followed if you wish to convert your shares into cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate or any other person with whom he, she, or it is acting in concert or as a 'group' (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 20% or more of the public shares. Accordingly, all public shares in excess of 20% held by a public stockholder will not be converted to cash.

Holders of Allegro warrants and rights will not have conversion rights with respect to such warrants and rights.

Appraisal Rights

Allegro stockholders (including the initial stockholders), warrant holders, and right holders do not have appraisal rights in connection with the Transactions under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Allegro has hired MacKenzie Partners Inc. to assist in the proxy solicitation process.

If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the annual meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled 'Annual Meeting of Stockholders - Revoking Your Proxy.'

Interests of Allegro's Directors, Officers and Others in the Business Combination

When you consider the recommendation of Allegro's board of directors in favor of approval of the Merger Proposal, you should keep in mind that Allegro's initial stockholders, including its directors and executive officers, have interests in such proposal that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:

• If the business combination with TGI Fridays or another business combination is not consummated by March31, 2020 or such later date as approved by Allegro's stockholders, Allegro will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the 3,737,500 founder shares held by Allegro's initial stockholders and their permitted transferees, which were acquired for an aggregate purchase price of $25,000 prior to Allegro's initial public offering, would be worthless because Allegro's initial stockholders are not entitled to participate in any redemption or distribution with respect to such shares, as would the 322,500 private placement units that were acquired simultaneously with the IPO for an aggregate purchase price of $3,225,000. Such common stock and units had an aggregate market value of $41,755,575 based upon the closing price of $10.26 and $10.57 of the common stock and units, respectively, on Nasdaq on March2, 2020.

• Eric S. Rosenfeld and David D. Sgro are expected to be directors of Allegro following the business combination (assuming they are elected at this meeting). As such, in the future each may receive cash fees, stock options or stock awards that the Allegro board of directors determines to pay to its directors.

• In connection with Allegro's initial public offering, Eric S. Rosenfeld, Allegro's Chief Executive Officer, has agreed that he will be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by certain claims of target businesses or vendors or other entities that are owed money by Allegro for services rendered or contracted for or products sold to Allegro. If Allegro is unable to complete a business combination within the required time period, Mr.Rosenfeld will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Allegro for services rendered or contracted for or products sold to Allegro, but only if such a vendor or target business has not executed such a waiver.

• If Allegro is unable to complete a business combination within the required time period, it will pay the costs of any subsequent liquidation from its remaining assets outside of the trust account. If such funds are insufficient, Mr.Rosenfeld has agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and has agreed not to seek repayment for such expenses.

• All rights specified in Allegro's charter relating to the right of officers and directors to be indemnified by Allegro, and of Allegro's officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after a business combination. If the business combination is not approved and Allegro liquidates, Allegro will not be able to perform its obligations to its officers and directors under those provisions.

• In connection with Allegro obtaining the extension of time to complete an initial business combination, the initial stockholders have loaned Allegro an aggregate of $781,699.17 for the contributions necessary to secure such extension. These loans are evidenced by non-interest bearing notes and are repayable by Allegro upon consummation of the business combination. If the business combination is not consummated, the notes will not be repaid and will be forgiven except to the extent of any funds held outside of the trust account.

• Eric Rosenfeld invested $500,000 in TriArtisan TGIF Partners LLC, an entity that purchased units of Holdings as part of the October 2019 sale of all units held by affiliates of Sentinel Capital Partners L.L.C. ('Sentinel'), an owner of the TGI Fridays business, and other equityholders of TGI Fridays, to an affiliate of TriArtisan and others. If the Merger Proposal is approved and the business combination with TGI Fridays is consummated, Mr.Rosenfeld's investment will represent an indirect investment in an aggregate of 65,266shares of Allegro common stock. If the Merger Proposal is not approved and the business combination is not consummated, Mr.Rosenfeld's investment will remain an indirect investment in the TGI Fridays business.

At any time prior to the annual meeting, during a period when they are not then aware of any material nonpublic information regarding Allegro or its securities, Allegro, the Allegro initial stockholders, TGI Fridays or the equityholders of the TGI Fridays business, and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Merger Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Allegro's common stock or vote their shares in favor of the Merger Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirement that the holders of a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the Merger Proposal vote in its favor or to decrease the number of public shares that were being converted to cash. While the nature of any such incentives has not been determined as of the date of this proxy statement, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Allegro initial stockholders for nominal value.

Entering into any such arrangements may have a depressive effect on the price of Allegro's common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the market price and may therefore be more likely to sell the shares he owns, either prior to or immediately after the annual meeting.

If such transactions are effected, the consequence could be to cause the business combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Merger Proposal and other proposals to be presented at the annual meeting and would likely increase the chances that such proposals would be approved.

As of the date of this proxy statement, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Allegro will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Merger Proposal or the conversion threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Recommendation to Stockholders

Allegro's board of directors believes that the Merger Proposal and the other proposals to be presented at the annual meeting are fair to and in the best interest of Allegro's stockholders and unanimously recommends that its stockholders vote 'FOR' the Merger Proposal, 'FOR' each of the Charter Proposals, 'FOR' the election of all of the persons nominated for election as directors, 'FOR' the Incentive Plan Proposal and 'FOR' the Adjournment Proposal, if presented.

Conditions to the Closing of the Transactions

General Conditions

Consummation of the business combination is conditioned on: (i) the Allegro stockholders approving the Merger Proposal, Charter Proposals and Director Election Proposal; (ii) Allegro having at least $5,000,001 of net tangible assets immediately prior to or upon consummation of the Transactions, after taking into account holders

of public shares that have properly demanded conversion of their public shares into cash; (iii) no order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority or statute, rule or regulation that is in effect and prohibits or enjoins the consummation of the Transactions; and (iv) no material adverse effect with respect to Allegro or TGI Fridays shall have occurred between the date of the Merger Agreement and the Closing.

TGI Fridays' Conditions to Closing

The obligations of TGI Fridays to consummate the Transactions are also conditioned upon, among other things:

• the accuracy of the representations and warranties of Allegro and Merger Sub (subject to certain bring-down standards);

• performance of the covenants of Allegro and Merger Sub required by the Merger Agreement to be performed on or prior to the closing;

• Allegro satisfying the Minimum Cash Condition;

• Allegro and the persons currently party to the registration rights agreement in place among Allegro and certain of its shareholders executing and delivering the Registration Rights Agreement;

• resignations and appointments as specified in the Merger Agreement;

• the filing and effectiveness of amended and restated organizational documents of Allegro; and

• Allegro's common stock continuing to be listed on the Nasdaq Capital Market.

Allegro's and Merger Sub's Conditions to Closing

The obligations of Allegro and Merger Sub to consummate the Transactions are also conditioned upon, among other things:

• the accuracy of the representations and warranties of TGI Fridays (subject to certain bring-down standards);

• performance of the covenants of TGI Fridays required by the Merger Agreement to be performed on or prior to the closing; and

• the repayment of all material indebtedness owed by insiders to TGI Fridays.

Waivers

Either Allegro or TGI Fridays may waive any inaccuracies in the representations and warranties made to such party contained in the Merger Agreement or in any document delivered pursuant to the Merger Agreement and waive compliance with any agreements or conditions for the benefit of itself or such party contained in the Merger Agreement or in any document delivered pursuant to the Merger Agreement. Notwithstanding the foregoing, pursuant to Allegro's current amended and restated certificate of incorporation, Allegro cannot consummate the Transactions if it has less than $5,000,001 of net tangible assets immediately prior to or upon consummation of the Transactions after taking into account the holders of Allegro's common stock that properly demanded that Allegro convert their shares of common stock for their pro rata share of the trust account.

Termination

The Merger Agreement may be terminated at any time, but not later than the closing, as follows:

• by mutual written consent of Allegro and TGI Fridays;

• by either Allegro or TGI Fridays if the Transactions are not consummated on or before March31, 2020, provided that the right to terminate the Merger Agreement will not be available to any party

whose action or failure to act has been a principal cause of or primarily resulted in the failure of the Transactions to occur on or before such date and such action or failure to act constitutes a breach of the Merger Agreement;

• by either Allegro or TGI Fridays if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the merger, which order, decree, judgment, ruling or other action is final and non-appealable;

• by either Allegro or TGI Fridays if, at the Allegro stockholder meeting called to approve the Transactions, the matters presented to the stockholders fail to be approved by the required vote (subject to any adjournment or postponement of the meeting in accordance with the terms of the Merger Agreement).

• by either Allegro or TGI Fridays if Allegro has less than $5,000,001 of net tangible assets immediately prior to or upon consummation of the Transactions, after taking into account the holders of Allegro's common stock that properly demanded that Allegro convert their shares of common stock for their pro rata share of the trust account;

• by TGI Fridays if the Minimum Cash Condition is not satisfied; or

• by either Allegro or TGI Fridays if the other party has breached any of its covenants or representations and warranties in any material respect which cannot be cured or, if curable, and has not been cured within thirty days of the notice of an intent to terminate, provided that the terminating party is itself not in material breach and has given notice to the other party.

Anticipated Tax Consequences of the Transactions

It is anticipated that, for federal income tax purposes:

• No gain or loss will be recognized by stockholders of Allegro who do not elect conversion of their public shares; and

• A stockholder of Allegro who exercises conversion rights and effects a termination of the stockholder's interest in Allegro will be required to recognize capital gain or loss upon the exchange of that stockholder's shares of common stock of Allegro for cash, if such shares were held as a capital asset on the date of the business combination. Such gain or loss will be measured by the difference between the amount of cash received and the tax basis of that stockholder's shares of Allegro common stock.

For a description of the anticipated material federal income tax consequences of the merger, please see the information set forth in 'The Merger Proposal - Material Federal Income Tax Consequences of the Business Combination to Allegro and its Securityholders.'

Anticipated Accounting Treatment

It is anticipated that the business combination will be accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles ('GAAP'). Under this method of accounting, Allegro will be treated as the acquired company and Midco will be treated as the acquirer for financial reporting purposes.

Regulatory Matters

The Transactions are not subject to any additional federal or state regulatory requirement or approval, except for filings with the applicable state offices necessary to effectuate the Mergers.

Risk Factors

In evaluating the proposals to be presented at the annual meeting, a stockholder should carefully read this proxy statement and especially consider the factors discussed in the section entitled 'Risk Factors.'

SELECTED HISTORICAL FINANCIAL INFORMATION

Allegro and TGI Fridays are providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Transactions.

Allegro's consolidated balance sheet as of December31, 2019 and Allegro's consolidated income statement and cash flow data for the years ended December31, 2019 and 2018 are derived from Allegro's annual financial statements, audited by WithumSmith+Brown, PC, independent registered public accountants, included elsewhere in this proxy statement.

Midco's balance sheet data as of December30, 2019 and December31, 2018, and Midco's income statement and cash flow data for the fiscal years ended December30, 2019, December31, 2018 and December25, 2017, are derived from Midco's audited annual financial statements, included elsewhere in this proxy statement.

The information is only a summary and should be read in conjunction with each of Allegro's and Midco's financial statements and related notes and the sections of this proxy statement titled 'Allegro's Management's Discussion and Analysis of Financial Condition and Results of Operations' and 'TGI Fridays' Management's Discussion and Analysis of Financial Condition and Results of Operations' contained elsewhere herein. The historical results included below and elsewhere in this proxy statement are not indicative of the future performance of Allegro or TGI Fridays.

Selected Historical Financial Information - Allegro

Selected Financial Information - Midco

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following (i) selected unaudited pro forma condensed combined statement of operations data of Allegro for the year ended December30, 2019 has been prepared to give pro forma effect to the Transactions, certain other events related to the business combination between Allegro and TGI Fridays, the Gold Coast Acquisition and the Briad Acquisition, in each case, as if such Transactions and other events had been consummated on January1, 2019 and (ii) selected unaudited pro forma condensed combined balance sheet data of Allegro as of December30, 2019 has been prepared to give pro forma effect to the Transactions, certain other events related to the business combination between Allegro and TGI Fridays and the Briad Acquisition, in each case, as if such Transactions and other events had been consummated on December30, 2019. The Gold Coast Acquisition was consummated during TGI Fridays' 2019 fiscal year and, accordingly, is reflected in the consolidated balance sheet of Midco as of December30, 2019.

The selected unaudited pro forma financial information is not necessarily indicative of the financial position or results of operations that may have actually occurred had such events taken place on the dates noted, or the future financial position or operating results of Allegro after their consummation. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled 'Risk Factors' in this proxy statement. The following selected unaudited pro forma condensed combined financial information should be read in conjunction with 'Unaudited Pro Forma Condensed Combined Financial Statements' contained elsewhere in this proxy statement.

COMPARATIVE PER SHARE DATA

The following table sets forth the per share data of each of Allegro and Midco on a stand-alone basis and the unaudited pro forma condensed combined per share data for the year ended December30, 2019 after giving pro forma effect to the Transactions and certain other events in the TGI Fridays business and related to the business combination between Allegro and TGI Fridays, in each case, (1) assuming no conversion of Allegro public shares and (2) assuming maximum conversion of Allegro public shares while still permitting Allegro to meet the Minimum Cash Condition. The pro forma book value per share information gives pro forma effect to the Transactions, certain other events related to the business combination between Allegro and TGI Fridays and the Briad Acquisition, in each case, as if they had been consummated on December30, 2019. The pro forma earnings information for the year ended December30, 2019 gives pro forma effect to the Transactions, certain other events related to the business combination between Allegro and TGI Fridays, the Gold Coast Acquisition and the Briad Acquisition, in each case, as if they had been consummated on January1, 2019.

The historical book value per share is computed by dividing total common shareholders' equity by the number of shares of common stock of Allegro and Midco outstanding, respectively, at the end of the period. The pro forma combined book value per share is computed by dividing total pro forma common stockholders' equity by the pro forma number of shares outstanding at the end of the period for each of Allegro and Midco, respectively, excluding the effect of outstanding warrants and Contingent Consideration. The pro forma earnings per share of the combined company is computed by dividing the pro forma income available to the combined company's common shareholders by the pro forma shares of Allegro common stock outstanding under the two scenarios discussed above.

You should read the information in the following table in conjunction with the selected historical financial information summary included elsewhere in this proxy statement, and the historical financial statements of Allegro and Midco and related notes that are included elsewhere in this proxy statement. The unaudited Allegro and Midco pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the per share value of Allegro and TGI Fridays would have been had the companies been combined during the periods presented.

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(1) The Gold Coast Acquisition was consummated during TGI Fridays' 2019 fiscal year and, accordingly, is reflected in the consolidated balance sheet of Midco as of December 30, 2019.

RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement. The value of your investment in Allegro following consummation of the Transactions will be subject to the significant risks affecting Allegro and inherent in the restaurant industry. You should carefully consider the risks and uncertainties described below and other information included in this proxy statement. If any of the events described below occur, the business and financial results of the combined company could be adversely affected in a material way. This could cause the trading price of the Allegro common stock to decline, perhaps significantly, and you therefore may lose all or part of your investment.

Risks Related to the Business Combination

Allegro may not have sufficient funds to consummate the Transactions.

As of December31, 2019, Allegro had a cash balance of $87,797 available to it outside the trust account to fund its working capital requirements. If Allegro is required to seek additional capital, it would need to borrow funds from its initial stockholders, management team or other third parties to operate or may be forced to liquidate. Neither Allegro's initial stockholders, members of its management team, nor any of their affiliates are under any obligation to advance funds to Allegro in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to Allegro upon completion of the Transactions. If Allegro is unable to consummate the Transactions because it does not have sufficient funds available, Allegro will be forced to cease operations and liquidate the trust account. If Allegro liquidates the trust account, it is anticipated that Allegro's public stockholders would receive approximately $10.33 per public share. Allegro's warrants and rights would expire worthless.

If Allegro's stockholders fail to properly demand conversion rights, they will not be entitled to convert their shares of common stock of Allegro into a pro rata portion of the trust account.

Allegro stockholders holding public shares may demand that Allegro convert their shares into a pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the business combination. To demand conversion rights, Allegro stockholders must deliver their shares (either physically or electronically using the DWAC System) to Allegro's transfer agent no later than two (2) business days prior to the annual meeting. In order to obtain a physical stock certificate, a stockholder's broker and/or clearing broker, DTC and Allegro's transfer agent will need to act to facilitate this request. It is Allegro's understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Allegro does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While Allegro has been advised that it takes a short time to deliver shares through the DWAC System, it cannot assure you of this fact. Accordingly, if it takes longer than Allegro anticipates for stockholders to deliver their shares, stockholders who wish to convert may be unable to meet the deadline for exercising their conversion rights. Any Allegro stockholder who fails to properly demand conversion rights by delivering his, her, or its stock will not be entitled to convert his, her, or its shares into a pro rata portion of the trust account for conversion of his shares. See the section entitled 'Annual Meeting of Stockholders - Conversion Rights' for the procedures to be followed if you wish to convert your shares to cash.

Public stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a 'group,' will be restricted from seeking conversion rights with respect to more than 20% of the public shares.

A public stockholder, together with any affiliate or any other person with whom he, she, or it is acting in concert or as a 'group,' will be restricted from seeking conversion rights with respect to more than 20% of the public shares. Accordingly, if you hold more than 20% of the public shares and the Merger Proposal is approved, you will not be able to seek conversion rights with respect to the full amount of your shares and may be forced to hold the shares in excess of 20% or sell them in the open market. Allegro cannot assure you that the value of such excess shares will appreciate over time following a business combination or that the market price of Allegro's shares of common stock will exceed the per-share conversion price. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, Allegro will require each public stockholder seeking to exercise

conversion rights to certify to Allegro whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to Allegro at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which Allegro makes the above-referenced determination. Notwithstanding the foregoing, stockholders may challenge Allegro's determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

Allegro will not have any right to make damage claims against Holdings, Midco or the TGI Fridays equityholders for the breach of any representation, warranty or covenant made by TGI Fridays in the Merger Agreement.

The Merger Agreement provides that all of the representations, warranties and covenants of the parties contained therein shall not survive the closing of the Transactions, except for those covenants contained therein that by their terms apply or are to be performed in whole or in part after the closing. Accordingly, there are no remedies available to the parties with respect to any breach of the representations, warranties, covenants or agreements of the parties to the Merger Agreement after the closing, except for covenants to be performed in whole or in part after the closing. As a result, Allegro will have no remedy available to it if the Transactions are consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by TGI Fridays at the time of the Transactions.

Allegro's securities may not be listed on a national securities exchange after the business combination, which could limit investors' ability to make transactions in Allegro's securities and subject Allegro to additional trading restrictions.

Allegro intends to apply to have its securities post-business combination listed on the Nasdaq Capital Market. Allegro will be required to meet the initial listing requirements to be listed, including having a minimum number of public stockholders. Allegro may not be able to meet those initial listing requirements. Even if Allegro's securities are so listed, Allegro may be unable to maintain the listing of its securities in the future. If Allegro fails to meet the initial listing requirements and Nasdaq does not list its securities and the related closing condition is waived by the parties, Allegro could face significant material adverse consequences, including:

• a limited availability of market quotations for its securities;

• a limited amount of news and analyst coverage for Allegro; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

Although publicly traded, the trading market in Allegro's common stock may become substantially less liquid than the average trading market for a stock quoted on the Nasdaq Stock Market following the consummation of the Transactions, and this low trading volume may adversely affect the price of Allegro's common stock.

Allegro's common stock trades on the Nasdaq Capital Market. Because Allegro's public stockholders have the option to convert their shares to cash in connection with the Transactions, the trading volume of Allegro's common stock may substantially decrease compared to other companies listed on Nasdaq. Limited trading volume will subject Allegro's shares of common stock to greater price volatility and may make it difficult for you to sell your shares of common stock at a price that is attractive to you, and Allegro may not be able to meet the listing standards for Nasdaq.

Allegro may issue additional shares of common stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of Allegro's common stock.

Upon consummation of the Transactions, Allegro's outstanding rights will automatically be exchanged for an aggregate of 1,532,250shares of common stock and Allegro will have warrants outstanding to purchase up to an aggregate of 15,322,500 shares of common stock. Further, if a significant number of holders of public shares seek to exercise conversion rights, Allegro may be required seek third party financing in order to satisfy the Minimum Cash Condition, or may choose to seek third party financing to provide additional working capital for the TGI Fridays business, in which event Allegro may issue additional equity securities. Following the consummation of the Transactions, Allegro may also issue additional shares of common stock or other equity securities of equal or senior

rank in the future for any reason or in connection with, among other things, future acquisitions, the redemption of outstanding warrants, or repayment of outstanding indebtedness, without shareholder approval, in a number of circumstances.

Allegro's issuance of additional shares of common stock or other equity securities of equal or senior rank would have the following effects:

• Allegro's existing stockholders' proportionate ownership interest in Allegro will decrease;

• the amount of cash available per share, including for payment of dividends in the future, may decrease;

• the relative voting strength of each previously outstanding share of common stock may be diminished; and

• the market price of Allegro's shares of common stock may decline.

Future resales of the Allegro common stock issued in connection with the Merger may cause the market price of Allegro's securities to drop significantly, even if TGI Fridays' business is doing well.

Under the Merger Agreement, the equityholders of Midco will receive their pro rata portion of an aggregate of 2,561,786shares of Allegro common stock and could receive up to an additional 2,000,000shares if certain earnout conditions are achieved.

Pursuant to the Merger Agreement, the equityholders of Midco receiving shares of Allegro's common stock upon the closing of the Transactions will agree not to transfer, subject to certain exceptions, any shares of Allegro's common stock received as part of the closing consideration until the earlier of (i) December15, 2020, (ii) Allegro's completion of a liquidation, merger, stock exchange, or other similar transaction that results in all holders of Allegro's common stock having the right to exchange their shares of Allegro common stock for cash or other property, or (iii) the date on which the reported closing sale price of Allegro's common stock on Nasdaq equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for a period of any 20 trading days during a 30-trading day period commencing at least 150 days after the closing of the Transactions. See the section of this proxy statement titled 'The Merger Proposal - Sale Restrictions.'

At the closing of the business combination, Allegro will enter into a Registration Rights Agreement providing the Midco equityholders and Allegro initial stockholders with certain demand registration rights and piggy-back registration rights with respect to registration statements filed by Allegro after the closing. See the section of this proxy statement titled 'The Merger Proposal - Additional Agreements - Registration Rights Agreement.'

Upon expiration of the applicable lock-up periods and upon the effectiveness of any registration statement Allegro files pursuant to the above-referenced Registration Rights Agreement, in a registered offering of securities pursuant to the Securities Act, or otherwise in accordance with Rule 144 under the Securities Act, the Midco equityholders and Allegro initial stockholders may sell large amounts of Allegro shares in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in Allegro's stock price or putting significant downward pressure on the price of Allegro's stock.

Allegro's current directors and executive officers and their affiliates own shares of common stock and private placement units that will be worthless if the Transactions are not approved. Such interests may have influenced their decision to approve the business combination with TGI Fridays.

Allegro's officers and directors and/or their affiliates beneficially own founder shares and private placement units that they purchased prior to, or simultaneously with, Allegro's initial public offering. Allegro's executive officers, directors and their affiliates have no redemption rights with respect to their founder shares and their private placement units will expire worthless in the event a business combination with TGI Fridays or another target is not effected in the required time period. These financial interests may have influenced the decision of Allegro's directors and officers to approve the business combination with TGI Fridays and to continue to pursue such business combination. In considering the recommendations of Allegro's board of directors to vote for the Merger Proposal and other proposals, its stockholders should consider these interests. See the section of this proxy statement titled 'The Merger Proposal - Interests of Allegro's Directors and Officers and Others in the Transactions.'

Eric Rosenfeld, Allegro's chief executive officer, indirectly owns equity interests in Holdings.

Eric Rosenfeld invested $500,000 in TriArtisan TGIF Partners LLC, an entity which purchased units of Holdings as part of the October 2019 sale of all units held by affiliates of Sentinel, an owner of the TGI Fridays business, and other equityholders of TGI Fridays, to an affiliate of TriArtisan and others. If the Merger Proposal is approved and the business combination with TGI Fridays is consummated, Mr.Rosenfeld's investment will convert into an indirect investment in an aggregate of 65,266shares of Allegro common stock. If the Merger Proposal is not approved and the business combination is not consummated, Mr.Rosenfeld's investment will remain an indirect investment in Holdings. Mr.Rosenfeld's indirect equity interests in TGI Fridays may have influenced his decision to pursue the business combination with TGI Fridays or Allegro's board of director's decision to approve the business combination. In considering the recommendations of Allegro's board of directors to vote for the Merger Proposal and other proposals, Allegro's stockholders should consider these interests. See the section of this proxy statement titled 'The Merger Proposal - Interests of Allegro's Directors and Officers and Others in the Transactions.'

Eric Rosenfeld, Allegro's chief executive officer, is liable to ensure that proceeds of the trust are not reduced by vendor claims in the event the business combination is not consummated. Such liability may have influenced his decision to pursue the business combination with TGI Fridays and the board's decision to approve it.

If the Transactions or another business combination are not consummated by Allegro within the required time period, Eric Rosenfeld, Allegro's chief executive officer, will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Allegro for services rendered or contracted for or products sold to Allegro, but only if such a vendor or target business has not executed a waiver agreement. If Allegro consummates a business combination, on the other hand, Allegro will be liable for all such claims. Neither Allegro nor Mr.Rosenfeld has any reason to believe that Mr.Rosenfeld will not be able to fulfill his indemnity obligations to Allegro.

These personal obligations of Mr.Rosenfeld may have influenced his decision to pursue the business combination with TGI Fridays or Allegro's board of director's decision to approve the business combination. In considering the recommendations of Allegro's board of directors to vote for the Merger Proposal and other proposals, Allegro's stockholders should consider these interests. See the section of this proxy statement titled 'The Merger Proposal - Interests of Allegro's Directors and Officers and Others in the Transactions.'

Allegro's directors may decide not to enforce the indemnification obligations of Mr. Rosenfeld, resulting in a reduction in the amount of funds in the trust account available for distribution to Allegro's public stockholders.

If proceeds in the trust account are reduced below $10.00 per public share and Mr.Rosenfeld asserts that he is unable to satisfy his obligations or that he has no indemnification obligations related to a particular claim, Allegro's independent directors would determine whether to take legal action against Mr.Rosenfeld to enforce his indemnification obligations. While Allegro currently expects that its independent directors would take legal action on Allegro's behalf against Mr.Rosenfeld to enforce his indemnification obligations to Allegro, it is possible that Allegro's independent directors in exercising their business judgment may choose not to do so in any particular instance. If Allegro's independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to Allegro's public stockholders may be reduced below $10.00 per share.

The exercise of Allegro's directors' and officers' discretion in agreeing to changes or waivers in the terms of the business combination may result in a conflict of interest when determining whether such changes to the terms of the business combination or waivers of conditions are appropriate and in Allegro's stockholders' best interest.

In the period leading up to the closing of the business combination, events may occur that, pursuant to the Merger Agreement, would require Allegro to agree to amend the Merger Agreement, to consent to certain actions taken by TGI Fridays or to waive rights that Allegro is entitled to under the Merger Agreement. Such events could arise because of changes in the course of TGI Fridays' business, a request by TGI Fridays to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on TGI Fridays' business and would entitle Allegro to terminate the Merger Agreement. In any of such circumstances, it would be at Allegro's discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described

in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is best for Allegro and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement, Allegro does not believe there will be any changes or waivers that Allegro's directors and officers would be likely to make after stockholder approval of the Merger Proposal has been obtained. While certain changes could be made without further stockholder approval, Allegro will circulate a new or amended proxy statement and resolicit Allegro's stockholders if changes to the terms of the transaction that would have a material impact on its stockholders or represent a fundamental change in the proposals being voted upon.

If Allegro is unable to complete the business combination with TGI Fridays or another business combination by March 31, 2020 or such later date as may be approved by Allegro's stockholders, Allegro will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against Allegro and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders could be less than approximately $10.33 per share.

Under the terms of Allegro's charter, Allegro must complete the business combination with TGI Fridays or another business combination by March31, 2020 or Allegro must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against Allegro. Although Allegro has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of Allegro's public stockholders. If Allegro is unable to complete a business combination within the required time period, Eric Rosenfeld has agreed that he will be liable to Allegro if and to the extent any claims by a vendor for services rendered or products sold to it, or a prospective target business with which it has discussed entering into a transaction agreement, reduces the amount of funds in the trust account to below $10.00 per public share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under Allegro's indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, Mr.Rosenfeld will not be responsible to the extent of any liability for such third party claims. Furthermore, he will not be personally liable to public stockholders and instead will only have liability to Allegro. Allegro has not independently verified whether Mr.Rosenfeld has sufficient funds to satisfy his indemnity obligations and, therefore, Mr.Rosenfeld may not be able to satisfy those obligations. Allegro has not asked Mr.Rosenfeld to reserve for such eventuality. Therefore, the per-share distribution from the trust account in such a situation may be less than the approximately $10.33 estimated to be in the trust as of two business days prior to the annual meeting date, due to such claims.

Additionally, if Allegro is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if Allegro otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, Allegro may not be able to return to its public stockholders the estimated $10.33 per public share.

In the event that the proposed business combination with TGI Fridays is not approved, public stockholders who tendered their shares for conversion may be unable to sell their shares when they wish.

If the proposed business combination is not consummated, Allegro will promptly return the certificates of public stockholders who sought to convert their shares to such public stockholders. Accordingly, investors who attempted to convert their shares in such a circumstance will be unable to sell their securities after the failed acquisition until Allegro has returned their securities to them. The market price for Allegro's shares of common stock may decline during this time and you may not be able to sell your shares when you wish to, even while other stockholders that did not seek conversion may be able to sell their shares.

Allegro's stockholders may be held liable for claims by third parties against Allegro to the extent of distributions received by them.

If Allegro is unable to complete the business combination with TGI Fridays or another business combination within the required time period, Allegro will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any amounts representing interest earned on the trust account, less any interest released to Allegro to pay Allegro's franchise and income taxes, up to $125,000 on an annual basis for certain of Allegro's working capital expenses and up to $100,000 to pay dissolution expenses, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Allegro cannot assure you that it will properly assess all claims that may be potentially brought against Allegro. As such, Allegro's stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, Allegro cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by Allegro.

If Allegro is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a 'preferential transfer' or a 'fraudulent conveyance.' As a result, a bankruptcy court could seek to recover all amounts received by Allegro's stockholders. Furthermore, because Allegro intends to distribute the proceeds held in the trust account to its public stockholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its public stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, Allegro's board may be viewed as having breached their fiduciary duties to its creditors and/or may have acted in bad faith, and thereby exposing itself and Allegro to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. Allegro cannot assure you that claims will not be brought against it for these reasons.

Activities taken by existing Allegro stockholders to increase the likelihood of approval of the Merger Proposal and other proposals could have a depressive effect on Allegro's stock.

At any time prior to the annual meeting, during a period when they are not then aware of any material nonpublic information regarding Allegro or its securities, Allegro's initial stockholders, officers, directors, the equityholders of Holdings and Midco and/or their respective affiliates may purchase Allegro shares from institutional and other investors who vote, or indicate an intention to vote, against the Merger Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Allegro common stock or vote their shares in favor of the Merger Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the Merger Proposal vote in its favor and that Allegro have at least $5,000,001 of net tangible assets immediately prior to or upon consummation of the Transactions, after taking into account holders of public shares demanding conversion of their public shares into cash where it appears that such requirements would otherwise not be met. Entering into any such arrangements may result in the completion of the business combination that may not otherwise have been possible. Additionally, such arrangements may have a depressive effect on Allegro's common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the annual meeting.

Allegro and TGI Fridays will incur significant transaction and transition costs in connection with the business combination, and Allegro will incur additional costs and obligations as a result of being a public operating company following the Transactions.

Allegro and TGI Fridays have both incurred and expect to continue to incur significant, non-recurring costs in connection with consummating the business combination, and Allegro will incur additional costs and obligations as a public operating company following the consummation of the business combination, over and above the significant time and resources already devoted to such compliance and reporting matters by Allegro as a public shell company. The post-combination company will be managed by TGI Fridays' management team, which does not currently have responsibility for the obligations associated with public company compliance and reporting. Management will be required to devote significant time and attention to such obligations following closing.

The Transactions may be completed even though material adverse effects may result from the announcement of the Transactions, industry-wide changes and other causes.

In general, either Allegro or TGI Fridays can refuse to complete the Transactions if there is a material adverse effect affecting the other party between the signing date of the Merger Agreement and the planned closing. However, certain types of changes do not permit either party to refuse to complete the Transactions, even if such change could be said to have a material adverse effect on TGI Fridays or Allegro, including the following events (except, in some cases, where the change has a disproportionate effect on a party):

• changes generally affecting the economy, financial or securities markets;

• the outbreak or escalation of war or any act of terrorism, civil unrest or natural disasters;

• changes (including changes in law) or general conditions in the industry in which the party operates;

• changes in GAAP (or the authoritative interpretation of GAAP); or

• changes attributable to the public announcement or pendency of the transactions contemplated by the Merger Agreement (including the impact thereof on relationships with customers, suppliers, employees and any federal, state, or local government entities).

Furthermore, Allegro or TGI Fridays may waive the occurrence of a material adverse effect affecting the other party. If a material adverse effect occurs and the parties still complete the Transactions, Allegro's stock price may suffer.

Delays in completing the Transactions may substantially reduce the expected benefits of the Mergers.

Satisfying the conditions to, and completion of, the Transactions may take longer than, and could cost more than, Allegro expects. Any delay in completing or any additional conditions imposed in order to complete the Transactions may materially adversely affect the benefits that Allegro expects to achieve from the acquisition of TGI Fridays' business.

Allegro's charter provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit stockholders' ability to obtain a favorable judicial forum for disputes with Allegro or its directors, officers, employees or stockholders.

Allegro's charter requires, to the fullest extent permitted by law, that derivative actions brought in Allegro's name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder's counsel; provided that Allegro's stockholders will not be deemed to have waived Allegro's compliance with federal securities laws and the rules and regulations thereunder and can therefore bring claims for breach of these provisions in any appropriate forum. Any person or entity purchasing or otherwise acquiring any interest in shares of Allegro's capital stock shall be deemed to have notice of and consented to the forum provisions in Allegro's charter.

This choice of forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with Allegro or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in Allegro's charter to be inapplicable or unenforceable in an action, Allegro may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, operating results and financial condition.

Allegro has no operating history or revenues, and its results of operations may differ significantly from the unaudited pro forma financial data included in this proxy statement.

Allegro is currently a blank check company with no operating history and no revenues. This proxy statement includes unaudited pro forma condensed combined financial statements for Allegro as the post-combination company. The unaudited pro forma condensed combined statement of operations of Allegro combines the historical audited consolidated results of operations of Allegro for the fiscal year ended December31, 2019 with the historical audited consolidated results of operations of Midco for the fiscal year ended December30, 2019, and gives pro forma effect to the Transactions, certain other events related to the business combination between Allegro and TGI Fridays, the Gold Coast Acquisition and the Briad Acquisition, as if each had been consummated on January1, 2019. The unaudited pro forma condensed combined balance sheet of Allegro as of December30, 2019 combines the historical balance sheet of Allegro as of December31, 2019 and the historical consolidated balance sheet of Midco as of December30, 2019, and gives pro forma effect to the Transactions, certain other events related to the business combination between Allegro and TGI Fridays, and the Briad Acquisition, as if each had been consummated on December30, 2019.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. For example, the unaudited pro forma financial information related to the Briad Acquisition reflects adjustments based upon preliminary estimates of the fair value of assets to be acquired and liabilities to be assumed. The final acquisition accounting will be based upon the fair value of the assets and liabilities under GAAP as of the date of the completion of the Briad Acquisition. As a result of the assumptions made in preparing the unaudited pro forma condensed combined financial statements and related uncertainties, they are not necessarily indicative of the results of operations and financial position that would have been achieved had the Transactions, certain other events related to the business combination between Allegro and TGI Fridays, the Gold Coast Acquisition and/or the Briad Acquisition been consummated on the dates indicated above, or the future consolidated results of operations or financial position of the post-combination company. Accordingly, the post-combination company's business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this proxy statement. For more information, please see the section entitled 'Unaudited Pro Forma Condensed Combined Financial Statements.'

Risks Related to the TGI Fridays Business

The following risk factors apply to the business and operations of TGI Fridays and its consolidated subsidiaries and will apply to the business and operations of Allegro following the completion of the business combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the business combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of Allegro following completion of the Transactions. You should carefully consider the following risk factors in addition to the other information included in this proxy statement, including matters addressed in the section of this proxy statement titled 'Forward-Looking Statements.' TGI Fridays may face additional risks and uncertainties that are not presently known to TGI Fridays, or that TGI Fridays currently deems immaterial, which may also impair TGI Fridays' business, financial condition results of operations and cash flows. The following risk factors should be read in conjunction with the financial statements and notes to the financial statements included herein, including those of Midco and the relevant acquired businesses described below.

If TGI Fridays fails to open new international restaurants, TGI Fridays' ability to increase its revenues and operating profits could be adversely affected.

A significant component of TGI Fridays' growth strategy includes the opening of new international franchise locations. TGI Fridays and its franchisees face many challenges in opening new restaurants, including, among others:

• availability of financing with acceptable terms, or at all;

• selection and availability of suitable new restaurant sites and the ability to negotiate and enter into leases upon acceptable terms or at all;

• the ability to renew leases in quality locations upon acceptable terms, or at all;

• securing required foreign governmental permits, licenses and approvals;

• employment and training of qualified personnel; and

• general economic and business conditions.

The opening of additional franchise restaurants also depends upon the availability of prospective franchisees who meet TGI Fridays' criteria. TGI Fridays' failure to add a significant number of new restaurants would adversely affect TGI Fridays' ability to increase revenues and operating income. Additionally, TGI Fridays' growth strategy and the success of new restaurants depend in large part on the availability of suitable restaurant sites. If TGI Fridays and its franchisees are not able to secure leases in desired locations on favorable terms, or to renew such leases, TGI Fridays' business, financial condition and results of operations may be adversely affected.

TGI Fridays and its franchisees are currently planning to expand international franchise operations in many of the markets where they currently operate and in select new markets. This may require considerable management time as well as start-up expenses for market development before any significant revenues and earnings are generated. Operations in new foreign markets may not achieve high margins or may be unprofitable, and expansion in existing markets may be affected by local economic and market conditions. Therefore, as TGI Fridays continues to expand internationally, TGI Fridays or its franchisees may not experience the operating margins expected and results of operations may be negatively impacted. As a result, Allegro's common stock price may decline.

Completion of the final closing of the Briad Acquisition is subject to conditions, some or all of which may not be satisfied or completed on a timely basis, if at all. Failure to complete the final closing of the Briad Acquisition could have an adverse effect on TGI Fridays' business, financial condition and results of operations.

On January7, 2020, TGI Fridays entered into an asset purchase agreement, which TGI Fridays refers to as the Briad purchase agreement, for the acquisition of 36 locations in the U.S. from Briad Restaurant Group, L.L.C., its then-second largest domestic franchisee, for aggregate consideration of approximately $19.0million, subject to a working capital adjustment in accordance with the terms of the Briad purchase agreement. TGI Fridays has completed the acquisition of 31 of these restaurants as of the date of this proxy statement and, pursuant to the Briad purchase agreement, expects to close the acquisition of the remaining five restaurants, which TGI Fridays refers to as the remaining Briad restaurants, in the first quarter of 2020.

TGI Fridays' ability to acquire the remaining Briad restaurants pursuant to the Briad purchase agreement is subject to a number of customary conditions, including the absence of any legal restraint preventing the consummation of the acquisition or delays obtaining any consents or liquor licenses. There can be no assurance that the conditions to closing of the acquisition of the remaining Briad restaurants will be satisfied or waived, or that other events will not intervene to delay or result in the failure to close the acquisition. Any delay in closing or a failure to close could have a negative impact on TGI Fridays' business, financial condition and results of operations.

TGI Fridays may be unable to successfully integrate the restaurants acquired in the Briad Acquisition, and may therefore fail to realize the anticipated benefits of the acquisition.

The success of the Briad Acquisition depends on TGI Fridays' ability to successfully combine the acquired restaurants with TGI Fridays' network of company-owned restaurants, and realize the anticipated benefits, including synergies, cost savings, innovation and operational efficiencies, from such acquisitions. If TGI Fridays is unable to achieve these objectives within the anticipated timeframe, or at all, the anticipated benefits of the acquisitions may not be realized fully, or at all, or may take longer to realize than expected.

The Briad Acquisition involves the integration of the various locations acquired with TGI Fridays' existing network of company-owned restaurants, which is a complex, costly and time-consuming process. The integration of the acquired locations into TGI Fridays' company-owned network may result in material challenges, including, without limitation:

• the diversion of management's attention from ongoing business concerns and performance shortfalls as a result of the devotion of management's attention to the acquisition and integration of acquired locations;

• the possibility of faulty assumptions underlying expectations regarding the integration process;

• retaining existing business, employment and other operational relationships and attracting new employees and business and operational relationships; and

• unforeseen expenses and delays related to, for instance, the integration of Briad's system into TGI Fridays' system.

Many of these factors will be outside of TGI Fridays' control and any one of them could result in increased costs, decreases in the amount of expected revenues and/or diversion of management's time and energy, which could have an adverse effect on TGI Fridays' business, financial condition, results of operations and cash flows.

TGI Fridays may not have discovered undisclosed liabilities of the Briad restaurants during the due diligence process.

In the course of the due diligence review of the Briad restaurants that TGI Fridays conducted prior to the execution of the Briad purchase agreement, TGI Fridays may not have discovered, or may have been unable to quantify, undisclosed liabilities of the Briad restaurants. Examples of such undisclosed liabilities may include, but are not limited to, pending or threatened litigation or environmental or other regulatory matters. Any such undisclosed liabilities could have an adverse effect on TGI Fridays' business, financial condition, results of operations and cash flows.

The restaurant industry is highly competitive, and that competition could reduce TGI Fridays' revenues, margins and market share.

The restaurant industry is highly competitive with respect to price, quality and value of food products offered, quality and speed of services, advertising effectiveness, brand name awareness, media spending levels, restaurant location and convenience and attractiveness of facilities. The performance of individual restaurants may be adversely affected by factors such as traffic patterns, demographics and the type, number and location of competing restaurants. Each restaurant operated under the TGI Fridays brand, including both company-owned restaurants and franchised restaurants, which TGI Fridays refers to collectively as TGI Fridays' restaurants, competes directly and indirectly with a large number of national and regional restaurant chains, as well as independent businesses. Several of these chains compete by offering menu items that are targeted at certain consumer groups or dietary trends. The trend toward convergence in grocery, deli, and restaurant services may increase the number and variety of competitors. Furthermore, meal kit delivery companies, deli selections and in-store cafes of major grocery store chains, as well as from convenience stores, cafeterias, and other eat-at-home options also present competition for TGI Fridays. In addition to the prevailing baseline level of competition, major market players in non-competing industries may choose to enter the food services market, which is without significant barriers to entry, which could decrease the market share of the brand's restaurant locations. Such increased competition could have a material adverse effect on the financial condition and results of operations of restaurants in affected markets, which in turn could negatively impact TGI Fridays' revenues, either directly, in the case of company-owned restaurants, or indirectly, in the case of adverse impact on franchisee revenues.

In addition to competing with other restaurant chains for customers, TGI Fridays and its franchisees compete with other restaurant chains in a number of other areas, including competition for qualified management and staff, introduction of new products and discount pricing and new locations. TGI Fridays' ability to compete successfully in any of these areas is uncertain and difficult to predict. TGI Fridays also competes with other restaurant chains to attract qualified and well capitalized franchisees. Such increased competition could have a material adverse effect on TGI Fridays' business, financial condition and result of operations.

The TGI Fridays business is affected by general economic conditions that are largely out of its control.

TGI Fridays' business is dependent to a significant extent on national, regional and local economic conditions and, to a lesser extent, on global economic conditions, particularly those conditions affecting demographic groups that have significant overlap with the customers who frequently patronize TGI Fridays' restaurants. If consumers' disposable income available for discretionary spending is reduced due to circumstances such as job losses, credit constraints, higher housing costs, higher healthcare costs, increased tax rates, energy costs, interest rates or other costs, or if the perceived wealth of customers decreases because of circumstances such as lower residential real estate

values, increased foreclosure rates, volatility in financial markets, increased tax rates or other economic disruptions, TGI Fridays' and its franchisees could experience lower sales and customer traffic, as potential customers choose lower-cost alternatives.

Any decreases in customer traffic or average value per transaction due to these or other reasons could:

• reduce sales at company-owned and franchised restaurants, resulting in lower sales revenues and royalty payments;

• reduce the profitability of franchised restaurants, potentially impacting the ability of TGI Fridays' franchisees to make royalty payments when they are due and develop new restaurants as may be required in their respective development agreements; and

• negatively impact the financial performance of the company-owned restaurants.

Any of the forgoing could have an adverse effect on TGI Fridays' business, financial condition, results of operations and cash flows.

TGI Fridays' level of indebtedness could adversely affect its financial health and prevent it from fulfilling its obligations under its debt arrangements.

As of December30, 2019, TGI Fridays' total outstanding indebtedness was approximately $371.3million. TGI Fridays' level of indebtedness could have important consequences to its financial health. For example, it could:

• make it more difficult for TGI Fridays to satisfy its obligations with respect to its debt;

• increase TGI Fridays' vulnerability to general adverse economic and industry conditions or a downturn in its business;

• require TGI Fridays to dedicate a substantial portion of its cash flow from operations to debt service, thereby reducing the availability of its cash flow to fund working capital, capital expenditures and other general corporate purposes;

• limit TGI Fridays' flexibility in planning for, or reacting to, changes in its business and the industry in which it operates; and

• limit, along with the financial and other restrictive covenants in TGI Fridays' indebtedness, among other things, its ability to borrow additional funds.

The occurrence of any of the foregoing could place TGI Fridays at a competitive disadvantage compared to its competitors that are not as highly leveraged.

In addition, TGI Fridays may incur additional indebtedness in the future. If new debt is added to TGI Fridays' current debt levels, the risks described above could intensify. Further, new risks related to the new debt or the increase in overall indebtedness may emerge, which may have an adverse effect on TGI Fridays' business, financial condition and results of operations.

TGI Fridays' may be unable to generate sufficient cash flow to satisfy its significant debt service obligations, which would adversely affect its financial condition and results of operations.

TGI Fridays' ability to make principal and interest payments on and to refinance its indebtedness will depend on its ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond its control. If TGI Fridays' business does not generate sufficient cash flow from operations, in the amounts projected or at all, or if future sources of capital are not available to TGI Fridays sufficient to fund its other liquidity needs, TGI Fridays may not be able to make scheduled principal amortization and interest payments on its debt obligations in the future, TGI Fridays may need to refinance all or a portion of its indebtedness on or before maturity, sell assets, delay capital expenditures or seek additional equity. If TGI Fridays is unable to refinance any of its indebtedness on commercially reasonable terms, or at all, or to effect any other action relating to its indebtedness on satisfactory terms or at all, its business, financial condition, results of operations and cash flows may be harmed.

TGI Fridays may be required to record impairment charges in the future.

In accordance with accounting guidance as it relates to the impairment of long-lived assets, TGI Fridays makes certain estimates and projections with regard to TGI Fridays' restaurant operations, as well as TGI Fridays' overall performance in connection with its impairment analyses for long-lived assets. When impairment triggers are deemed to exist for any TGI Fridays' restaurant, the estimated undiscounted future cash flows for the restaurant are compared to its carrying value. If the carrying value exceeds the undiscounted cash flows, an impairment charge would be recorded equal to the difference between the carrying value and the estimated fair value.

TGI Fridays also reviews the value of its goodwill and other indefinite-lived intangibles such as its tradename on an annual basis and when events or changes in circumstances indicate that the carrying value of goodwill or other intangible assets may exceed the fair value of such assets. The estimates of fair value are based upon the best information available as of the date of the assessment and incorporate management assumptions about expected future cash flows and contemplate other valuation measurements and techniques.

The estimates of fair value used in these analyses require the use of judgment, certain assumptions and estimates of future operating results. If actual results differ from TGI Fridays' estimates or assumptions, impairment charges may be required in the future. If impairment charges are significant, TGI Fridays results of operations could be adversely affected.

Downgrades in TGI Fridays' credit ratings could impact its ability to access capital and materially adversely affect its business, financial condition and results of operations.

TGI Fridays' guaranteed fixed rate and variable funding revolving notes, which are issued and guaranteed by certain of TGI Fridays' wholly-owned subsidiaries, are rated by credit rating agencies. These agencies may downgrade their credit ratings based on the performance of TGI Fridays' business, TGI Fridays' capital strategies or their overall view of TGI Fridays' industry. There can be no assurance that any rating assigned to TGI Fridays' currently outstanding indebtedness will remain in effect for any given period of time, or that any such ratings will not be lowered, suspended or withdrawn entirely by a rating agency if, in that agency's judgment, circumstances so warrant. A downgrade of TGI Fridays' credit ratings could, among other things, increase TGI Fridays' cost of borrowing, limit TGI Fridays' ability to access capital, result in more restrictive covenants in agreements governing the terms of any future indebtedness that TGI Fridays may incur, or require TGI Fridays to provide collateral for future borrowings. Any of the foregoing could adversely impact TGI Fridays' business, financial condition and results of operations.

TGI Fridays' performance is subject to risks associated with the restaurant industry.

TGI Fridays derives the largest portion of its royalty revenues based on a percentage of sales from franchised restaurants. The sales and profitability of the franchised restaurants and, in turn, payments from TGI Fridays' franchisees, may be adversely affected by a number of factors, some of which are outside of TGI Fridays' control. The most significant are:

• declines in comparable-restaurant sales growth rates due to: (i) failing to meet customers' expectations for food quality and taste or to innovate new menu items to retain the existing customer base and attract new customers; (ii) competitive intrusions in key markets; (iii) opening new restaurants that cannibalize the sales of existing restaurants; (iv) failure of international, national or local marketing to be effective; (v) weakening national, regional and local economic conditions; and (vi) natural or man-made disasters or adverse weather conditions;

• negative trends in operating expenses such as: (i) increases in food costs including rising commodity costs; (ii) increases in labor costs, including increases mandated by minimum wage and other employment laws, immigration reform, the potential impact of union organizing efforts, increases due to tight labor market conditions and the Patient Protection and Affordable Care Act, which TGI Fridays refers to as the ACA, and any amendments to or the repeal of the ACA; and (iii) increases in other operating costs, including advertising, utilities, lease-related expenses and credit card processing fees;

• the inability to open new restaurants that achieve and sustain acceptable sales volumes;

• the inability to increase menu pricing to offset increased operating expenses;

• failure to effectively manage further penetration into mature markets;

• negative trends in the availability of credit and in expenses such as interest rates and the cost of construction materials that will affect TGI Fridays' franchisees' ability to maintain and refurbish existing restaurants;

• the inability to manage company-owned restaurants due to unanticipated changes in, or availability of, qualified restaurant management, staff and other personnel; and

• the inability to operate effectively in new and/or highly competitive geographic regions or local markets in which TGI Fridays' franchisees have limited operating experience.

Beginning in the fourth quarter of 2016, revenues from same-store-sales have decreased due primarily to a decline in sales in the overall restaurant industry, particularly the casual dining segment. For more information, please read 'TGI Fridays' Management's Discussion and Analysis of Financial Condition and Results of Operations - Factors Affecting the Comparability of TGI Fridays' Financial Condition and Results of Operations.' Due to this decline in sales, beginning in the third quarter of 2018, TGI Fridays experienced a decline in the timely payment of amounts owed to TGI Fridays for royalty payments and advertising fund contributions under its franchise agreements. For more information, please read '- The ability of TGI Fridays to collect on amounts owed to it by franchisees under the relevant franchise and development agreements is affected by the financial results of its franchisees.'

The inability to anticipate and respond effectively to any of the developments set forth above could have an adverse effect on TGI Fridays' business, financial condition, results of operations and cash flows.

TGI Fridays' restaurants may not be able to obtain and maintain licenses and permits necessary to operate.

The restaurant industry is subject to various federal, state and local government regulations, including those relating to the sale of food and alcoholic beverages, and restaurants are required to obtain and maintain a variety of licenses, permits, and approvals. The failure to obtain and maintain these licenses, permits and approvals, including food and liquor licenses, could adversely affect operating results of TGI Fridays. Difficulties or the failure to obtain the required licenses and approvals could delay or result in TGI Fridays' and franchisees' decisions to cancel the opening or remodeling of new restaurants. Local authorities may revoke, suspend or deny renewal of TGI Fridays' or franchisees' food and liquor licenses if they determine that TGI Fridays' or its franchisees' conduct violates applicable regulations. Any such events could have an adverse effect on franchisees' and TGI Fridays' business, financial condition and results of operations.

A lack of availability of suitable locations for new restaurants or a decline in the quality of the locations of TGI Fridays' restaurants, may adversely affect sales and results of operations.

The success of TGI Fridays' restaurants depends in large part on their locations. As demographic and economic patterns change, current locations may not continue to be attractive or profitable. The decline in desirability of neighborhoods where TGI Fridays' restaurants are located or adverse economic conditions in areas surrounding those neighborhoods could result in reduced sales in those locations. In addition, desirable locations for new restaurant openings or for the relocation of existing restaurants may not be available at an acceptable cost or at all. Additionally, restaurant revitalization initiatives may not be completed as and when projected and may not produce the expected results. TGI Fridays and its franchisees face significant competition from other restaurant companies and retailers for suitable sites, and the supply of sites may be limited in certain markets. Any of the foregoing could have an adverse effect on franchisees' and TGI Fridays' business, financial condition and results of operations.

A failure to address cost pressures, including rising costs for labor, food commodities, leased premises and utilities used by TGI Fridays' restaurants may compress such restaurants' operating margins.

A TGI Fridays' restaurant's results of operations depend highly on the ability to anticipate and react to changes in the availability and pricing of food commodities, utilities, leased premises and other related costs over which the restaurant has little control. Operating margins for TGI Fridays' restaurants are subject to downward pressure due to increases in labor costs, union organizing efforts and other changes in labor market conditions. TGI Fridays and its restaurants are subject to the general risks of inflation. Increases in interest rates may impact land and construction costs and the cost and availability of borrowed funds, and thereby adversely affect the ability of TGI Fridays'

restaurants to finance new restaurant development or improve or remodel existing restaurants. In addition, increased occupancy costs may negatively impact the results of operations of TGI Fridays' restaurants who locate their restaurants in leased premises, particularly as local economies recover in areas in which TGI Fridays' restaurants operate. Restaurant operating margins are also affected by fluctuations in the price of utilities such as electricity and natural gas, whether as a result of inflation or otherwise, on which the restaurants depend for their energy supply. The inability to anticipate, respond effectively and pass through or absorb any of these cost pressures could have an adverse effect on TGI Fridays' business, financial condition, results of operations and cash flows.

Increases in the cost of health care benefits or minimum wage levels could have a material adverse effect on the profitability of TGI Fridays and its franchisees.

TGI Fridays and its franchisees may offer access to health care benefits to certain of their employees. Changes in legislation, including government-mandated health care benefits under the ACA, may cause TGI Fridays and its franchisees to provide health insurance to employees on terms that differ significantly from those of existing programs, and may increase the cost of health care benefits. Additionally, some states and localities have passed state and local laws mandating the provision of certain levels of health benefits by some employers. TGI Fridays and its franchisees may also be subject to increased health care costs as a result of exposures to materials regulated pursuant to or potentially giving rise to liability under environmental laws or other environmental hazards or litigation requiring the payment of additional health care costs. Increased health care costs could have a material adverse effect on the profitability of TGI Fridays and its franchisees.

In addition, due to the labor-intensive nature of their business, increases in minimum wage levels have negatively impacted labor costs of TGI Fridays and its franchisees, and further increases in minimum wage levels may further reduce the profitability of TGI Fridays and its franchisees. Vendors may also be affected by higher minimum wage standards, and may, in turn, increase the price of goods and services they supply to TGI Fridays and its franchisees.

The formation of unions may increase TGI Fridays' and its franchisees' operating expenses, which could have a material adverse effect on the profitability of TGI Fridays and its franchisees.

TGI Fridays and its franchisees are subject to risks related to unions. The formation of unions may increase the operating expenses of TGI Fridays and its franchisees, which, in the case of franchisees, could materially and adversely affect the ability of franchisees to pay amounts owed by such franchisees to TGI Fridays under any franchise or development agreements, which, in turn, may materially and adversely affect TGI Fridays' business, financial condition and results of operations.

TGI Fridays' restaurants may experience shortages or interruptions in the supply or delivery of food and other products from third parties or in the availability of utilities.

TGI Fridays' restaurants are dependent on frequent deliveries of fresh produce, food, beverage and other products. This subjects them to the risk of shortages or interruptions in, or increases in the cost of, food and beverage supplies which may result from a variety of causes including, but not limited to, adverse weather, labor unrest, political unrest, terrorism, natural disasters such as floods, drought and hurricanes, outbreaks of food-borne illness, disruption of operation of production facilities, the financial difficulties, including bankruptcy, of suppliers or other unforeseen circumstances. Such shortages could adversely affect revenue and profits. The inability to secure adequate and reliable supplies or distribution of food and beverage products could limit the ability of TGI Fridays' restaurants to make changes to core menus or offer promotional 'limited time only' menu items, which may limit their ability to implement TGI Fridays' business strategies. TGI Fridays' restaurants bear risks associated with the timeliness of deliveries by suppliers and distributors as well as the solvency, reputation, labor relationships, freight rates, prices of raw materials and health and safety standards of each supplier and distributor. Other significant risks associated with suppliers and distributors include improper handling of food and beverage products and/or the adulteration or contamination of such food and beverage products. Disruptions in relationships with suppliers and distributors may reduce the payments TGI Fridays receives from its franchisees. In addition, interruptions to the availability of gas, electric, water or other utilities may adversely affect operations. Any of the foregoing could have an adverse effect on the business, financial condition and results of operations.

The business of TGI Fridays' restaurants depends on the willingness of suppliers, distributors and service providers to supply such TGI Fridays' restaurants with goods and services pursuant to customary credit arrangements, which may not be available in the future.

Like many companies in the food service industry, TGI Fridays' restaurants purchase goods and services from suppliers, distributors and service providers pursuant to customary credit arrangements. Changes in the capital structure of TGI Fridays' restaurants, or other factors outside of the control of TGI Fridays or its franchisees, may cause suppliers, distributors and service providers to change their customary credit arrangements. If TGI Fridays' restaurants are unable to maintain or obtain trade credit from suppliers, distributors and service providers on favorable terms, or at all, or if suppliers, distributors and service providers are unable to obtain trade credit or factor their receivables, then TGI Fridays' restaurants may not be able to execute their respective business plans, develop or enhance their products or services, take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on TGI Fridays' business, financial condition, results of operations and cash flows.

TGI Fridays' and its franchisees' suppliers and distributors may be adversely impacted by economic weakness and uncertainty, which may cause them to seek to change the terms on which they do business with TGI Fridays and its franchisees.

TGI Fridays and its franchisees depend on a limited number of key distributors and suppliers to deliver quality products at competitive prices. Suppliers of TGI Fridays and its franchisees may be adversely impacted by economic weakness and uncertainty, such as increased commodity prices, increased fuel costs, tight credit markets and various other factors. In such an environment, suppliers of TGI Fridays and its franchisees may seek to change the terms on which they do business with TGI Fridays and its franchisees in order to lessen the impact of any current and future economic challenges on their businesses. Any such change or the need to find alternative suppliers to provide key products or services could adversely impact the profitability or the sales of TGI Fridays and its franchisees.

If the international markets in which TGI Fridays competes are affected by changes in political, social, legal, economic, or other factors, TGI Fridays' business, financial condition and results of operations may be materially and adversely affected.

As of December30, 2019, TGI Fridays had 446 franchised restaurants located outside of the United States across 56 countries. TGI Fridays has no company-owned restaurants outside of the United States. The international operations of TGI Fridays' franchisees may subject it to additional risks, which differ in each country in which its franchisees operate, and such risks may negatively affect its business or result in a delay in or loss of royalty income to TGI Fridays.

The factors impacting the international markets in which restaurants are located may include:

• recessionary or expansive trends in international markets;

• changes in foreign currency exchange rates and hyperinflation or deflation in the foreign countries in which TGI Fridays operates;

• the imposition of restrictions on currency conversion or the transfer of funds;

• availability of credit for TGI Fridays' franchisees and licensees to finance the development of new restaurants;

• increases in the taxes paid and other changes in applicable tax laws;

• legal and regulatory changes and the burdens and costs of local operators' compliance with a variety of laws,

• increasing trade restrictions and tariffs;

• interruption of the supply of product;

• increases in anti-American sentiment and the identification of the TGI Fridays brand as an American brand;

• political and economic instability and uncertainty around the world, including uncertainty arising as a result of the United Kingdom's referendum in June 2016 in which voters approved an exit from the European Union, commonly referred to as 'Brexit';

• infrastructure and labor disruptions;

• natural disasters and other calamities; and

• tourism and travel restrictions.

Any of the forgoing could have an adverse effect on TGI Fridays' business, financial condition, results of operations and cash flows.

Health concerns arising from the outbreak or perceived threat of an outbreak of a health epidemic or pandemic, including the coronavirus, may have an adverse effect on TGI Fridays' business.

TGI Fridays' business could be materially and adversely affected by the outbreak or perceived threat of an outbreak of a widespread health epidemic or pandemic, including from various food-borne contaminants, flu strains or the coronavirus, particularly if such outbreaks occur in regions from which TGI Fridays derives a significant amount of its revenue. The occurrence of, or perceived threat of, such an outbreak or other adverse public health developments could materially disrupt TGI Fridays' business and operations. Such events could also significantly impact TGI Fridays' industry, including through a shift in consumer behavior, delays or interruptions in the delivery of food or other supplies to TGI Fridays' restaurants, weakening of general economic conditions in affected regions, and temporary closure of restaurants, which could severely disrupt TGI Fridays' or its franchisees' operations and have a material adverse effect on TGI Fridays' business, financial condition and results of operations.

In late 2019, a novel strain of coronavirus was first detected in Wuhan, China. Following the outbreak of this virus, the Chinese government has imposed quarantines in certain affected regions and certain travel restrictions have been imposed. TGI Fridays is unable to accurately predict the impact that the coronavirus will have on its results of operations, due to uncertainties regarding the ultimate geographic spread of the virus and duration of the outbreak, the morbidity and mortality of the disease, customers' willingness to dine out, the impact of the virus on financial markets globally and actions that may be taken by governmental authorities and private organizations to contain the coronavirus or to treat its impact. However, while it is premature to accurately predict the ultimate impact of these developments, TGI Fridays expects its results for the first quarter of 2020 to be impacted with potential continuing, adverse impacts beyond the first quarter of 2020 during the pendency of the outbreak, particularly if efforts to contain the virus and changes in consumer behavior as a result of the spread of the virus result in reduced traffic at restaurants in the United States or other markets from which TGI Fridays derives significant revenues.

Fluctuations in exchange rates affect TGI Fridays' revenues.

TGI Fridays is subject to inherent risks attributed to operating in a global economy. Most of its revenues, costs, and debts are denominated in U.S. dollars. However, sales made by TGI Fridays' franchisees outside of the United States are denominated in the currency of the country in which the point of distribution is located, and this currency could become less valuable prior to calculation of TGI Fridays' royalty payments in U.S. dollars as a result of exchange rate fluctuations. As a result, currency fluctuations could have an adverse effect on TGI Fridays' financial condition, results of operations and cash flows.

A failure to develop and implement innovative marketing and customer relationship initiatives, ineffective or improper use of social media or other marketing initiatives, and increased advertising and marketing costs, could adversely affect TGI Fridays' business and results of operations.

If TGI Fridays' competitors increase their spending on advertising and promotions, if advertising, media or marketing expenses increase, or if advertising and promotions become less effective than those of its competitors, TGI Fridays could experience a material adverse effect on its business and results. A failure to sufficiently innovate, develop customer relationship initiatives, or maintain adequate and effective advertising could inhibit its ability to maintain brand relevance, drive increased sales, attract new customers and retain existing customers.

As part of its marketing efforts, TGI Fridays uses search engine marketing and social media platforms to attract and retain customers. These efforts may not be successful, resulting in expenses incurred without the benefit of higher revenues or increased customer engagement. In addition, a variety of risks are associated with the use of social media and other marketing initiatives, including the improper disclosure of proprietary information, negative comments about the TGI Fridays brand, exposure of personally identifiable information, fraud or out-of-date

information. The inappropriate use of social media vehicles by TGI Fridays' franchisees, customers, employees or others could increase TGI Fridays' costs, lead to litigation or result in negative publicity that could damage its reputation. The occurrence of any such developments could have an adverse effect on business, financial condition and results of operations.

Changing health or dietary preferences may cause consumers to avoid TGI Fridays products in favor of alternative foods.

The food service industry as a whole rests on consumer preferences and demographic trends at the local, regional, national and international levels, and the impact on consumer eating habits of new information regarding diet, nutrition and health. Franchise development and system-wide sales depend on the sustained demand for TGI Fridays products, which may be affected by factors that TGI Fridays does not control. Changes in nutritional guidelines issued by the United States Department of Agriculture, issuance of similar guidelines or statistical information by federal, state or local municipalities, or academic studies, among other things, may impact consumer choice and cause consumers to select foods other than those that are offered by TGI Fridays' restaurants. Negative publicity resulting from complaints, litigation or general publicity regarding health concerns may adversely affect consumer demand for foods offered by TGI Fridays' restaurants. TGI Fridays may not be able to adequately adapt TGI Fridays' restaurants' menu offerings to keep pace with developments in consumer preferences or new regulations. From time to time, TGI Fridays enters into promotional agreements with third-party brands that are consistent with current consumer tastes. However, TGI Fridays may not be able to retain certain menu offerings due to the termination or expiration of, or unforeseen interruption associated with, vendor, supplier or licensing arrangements. TGI Fridays may not be able to replace such menu offerings with comparably popular items.

Similarly, public health concerns over smoking have seen a rise in smoking bans. Such smoking bans may adversely affect TGI Fridays' operations, for example, if such bans are imposed in specific locations, rather than statewide, or exceptions to such bans are given to bars or other establishments, patrons may choose to frequent other locations that have no such ban instead of TGI Fridays' restaurants that are subject to such bans. Further, growing movements to change laws relating to alcohol, including those relating to vehicle interlocking devices, may result in a decline in alcohol consumption at TGI Fridays' restaurants, which may negatively impact TGI Fridays' operations or result in the loss of liquor licenses.

Any of the foregoing difficulties may have an adverse effect on TGI Fridays' business, financial condition and results of operations.

Factors outside of TGI Fridays' control may harm the reputation of the TGI Fridays brand.

The success of TGI Fridays' business is largely dependent upon brand recognition and the strength of its franchise systems. The continued success of TGI Fridays and its franchisees will be directly dependent upon the maintenance of a favorable public view of the TGI Fridays brand. Negative publicity (e.g., crime, scandal, litigation, on-site accidents and injuries or other harm to customers or employees) at a single TGI Fridays location or in connection with TGI Fridays branded food or beverage products can have a substantial negative impact on the operations of all restaurants within TGI Fridays' global restaurant system and all food and beverage products sold under the TGI Fridays brand. Negative publicity may also result from actual or alleged violations incurred in connection with wrongfully serving alcoholic beverages to an intoxicated or underage person, the personal conduct of individual associates with TGI Fridays' restaurants, TGI Fridays' management of its franchisee relationships or supply chains, or the treatment of TGI Fridays' or its franchisees' personnel. Multi-unit food service businesses can be materially and adversely affected by widespread negative publicity of any type, but particularly regarding food quality, food-borne illness, food tampering, obesity, injury or other health concerns with respect to certain foods, whether or not accurate or valid. The risk of food-borne illness, or food tampering cannot be completely eliminated. Any outbreak of food-borne illness or the improper use of animal hormones, antibiotics, pesticides, food additives or substitute products in the production of certain food products or other food-related incidents attributed to TGI Fridays' restaurants or within the food service industry or any widespread negative publicity regarding the TGI Fridays brand or the restaurant industry in general could harm its reputation and may cause consumers to reduce or avoid consumption of such food products. Although TGI Fridays maintains liability insurance, and each franchisee is required to maintain liability insurance pursuant to its franchise agreements, a liability claim could injure the reputation of all TGI Fridays' restaurants, whether or not it is ultimately successful. Any such adverse developments could have an adverse effect on TGI Fridays' business, financial condition, results of operations and cash flows.

In addition, social media and mobile communications can be used to spread negative publicity rapidly and with significant scope. This could hamper TGI Fridays' ability to correct misrepresentations in a timely manner or respond effectively to negative publicity, which could damage the perception or reputation of the TGI Fridays brand. Therefore, publicly reported events or incidents could have a material adverse effect on TGI Fridays' business, financial condition, results of operations and cash flows.

Changes in consumer buying patterns, particularly due to declines in traffic near TGI Fridays' leased locations, and the increase in popularity of e-commerce sites and off premise sales, may affect TGI Fridays' business, results of operations and cash flows.

The success of TGI Fridays' restaurants depends in large part on leased locations. TGI Fridays' restaurants are primarily located near high density retail areas such as regional malls, lifestyle centers, big box shopping centers, and entertainment centers. TGI Fridays depends on a high volume of visitors at these centers to attract customers to its restaurants. As demographic and economic patterns change, current locations may or may not continue to be attractive or profitable. E-Commerce or online shopping continues to increase and negatively impact consumer traffic at traditional 'brick and mortar' retail sites located in regional malls, lifestyle centers, big box shopping centers and entertainment centers. A decline in development or closures of businesses in these settings or a decline in visitors to retail areas near TGI Fridays' restaurants could negatively affect its restaurant sales. In addition, desirable locations for the relocation of existing restaurants may not be available at an acceptable cost, due in part to the inability to easily terminate a long-term lease.

In the last several years, off premise sales, specifically delivery, have increased due to consumer demand for convenience. While TGI Fridays plans to continue to invest in the growth of its online, to-go, catering, and delivery services to drive off premise sales, there can be no guarantee TGI Fridays will be able to continue to increase its off premise sales. Off premise sales could also cannibalize dine in sales, or TGI Fridays' systems and procedures may not be sufficient to handle off premise sales, which may require additional investments in technology or people. Additionally, a large percentage of delivery from TGI Fridays' restaurants is through third party delivery companies. These third party delivery companies require TGI Fridays to pay them a commission, which lowers TGI Fridays' profit margin on those sales. Any bad press, whether true or not, regarding third party delivery companies or their business model may negatively impact TGI Fridays' sales.

TGI Fridays' use of third-party delivery services subjects TGI Fridays to additional risk.

TGI Fridays relies on third party providers to fulfill delivery orders, and the ordering and payment platforms used by these third parties, or TGI Fridays' mobile app or online ordering system, could be damaged or interrupted by technological failures, user errors, cyber-attacks or other factors, which may adversely impact TGI Fridays' sales through these channels and could negatively impact TGI Fridays' brand. Additionally, TGI Fridays' delivery partners are responsible for order fulfillment and may make errors or fail to make timely deliveries, leading to customer disappointment that may negatively impact TGI Fridays' brand. TGI Fridays also incurs additional costs associated with using third party service providers to fulfil these digital orders. Moreover, the third party restaurant delivery business is intensely competitive, with a number of players competing for market share, online traffic, capital, and delivery drivers and other people resources. The third party delivery services that TGI Fridays uses may struggle to compete effectively, and if they were to cease or curtail operations or fail to provide timely delivery services in a cost-effective manner, or if they give greater priority on their platforms to TGI Fridays' competitors, TGI Fridays' delivery business may be negatively impacted. TGI Fridays' delivery option also increases the risk of illnesses because the food is transported and/or served by third parties in conditions that TGI Fridays cannot control.

TGI Fridays has identified material weaknesses in its internal control over financial reporting. If these material weaknesses are not remediated, or if additional material weaknesses are identified in the future, Allegro may not be able to accurately or timely report its financial condition or results of operations, investors may lose confidence in Allegro's financial reports, and the market price of Allegro's common stock could be adversely affected.

After consummation of the business combination, Allegro will continue to be subject to the requirements of the Exchange Act, the applicable listing standards of Nasdaq and the Sarbanes-Oxley Act, including the requirement that it maintain effective disclosure controls and procedures and internal control over financial reporting. It is anticipated that the business combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this accounting method, upon completion of the Transactions, Allegro will be treated as the acquired

company and Midco, which consolidates the financial results of the entities through which TGI Fridays conducts its business, will be treated as the acquirer for financial reporting purposes. In connection with the preparation of TGI Fridays' consolidated financial statements for the year ended December30, 2019, TGI Fridays identified material weaknesses in its internal control over financial reporting related to goodwill impairment analysis, accounting for business combinations, and the financial close and reporting process. A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. As of December30, 2019, TGI Fridays did not have adequate controls in place to ensure that information and communication, and review and monitoring activities around goodwill impairment analysis, accounting for business combinations, and the financial close and reporting process were in place to prevent or detect a material misstatement.

TGI Fridays has begun the process of evaluating and implementing procedures to remediate the material weaknesses, which include supplementing current staffing levels with additional subject matter resources and adding internal review procedures. Allegro, as the post-combination company, anticipates that it will continue this remediation process after completion of the Transactions, but there can be no assurance that these or other measures will fully remediate the material weaknesses in a timely manner or at all. In addition, Allegro anticipates that it will incur increased general and administrative expenses and other accounting-related costs to remediate the material weaknesses described above, and to maintain the effectiveness of disclosure controls and procedures and internal control over financial reporting, generally, as an operating company.

The material weaknesses described above or any newly identified material weakness could limit Allegro's ability to prevent or detect a misstatement of its accounts or disclosures that could result in a material misstatement of its annual or interim financial statements. There can be no assurance that the measures that Allegro may take in the future will be sufficient to remediate the control deficiencies that led to the material weaknesses in TGI Fridays' internal control over financial reporting described above, or to avoid potential future material weaknesses. In addition, neither TGI Fridays' management, nor Allegro's management or any independent registered public accounting firm has ever performed an evaluation of TGI Fridays' internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act because no such evaluation has been required. Had TGI Fridays or its independent registered public accounting firm performed an evaluation of TGI Fridays' internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act, additional material weaknesses may have been identified.

Effective internal controls are necessary for the post-combination company to provide reliable financial reports and prevent fraud. If Allegro is unable to successfully remediate existing or future material weakness in its internal control over financial reporting (including the material weaknesses identified by TGI Fridays prior to completion of the business combination), or identify any additional material weaknesses that may exist, the accuracy and timing of its financial reporting may be adversely affected, it may be unable to maintain compliance with securities law and stock exchange requirements regarding timely filing of periodic reports, it may be unable to prevent fraud, investors may lose confidence in its financial reporting, its reputation could suffer, and its stock price may decline as a result. Allegro could also become subject to investigations by Nasdaq, the SEC or other regulatory authorities, and become subject to litigation from investors and stockholders, any of which could further harm its reputation and financial condition, and divert financial and management resources. It may also be more expensive to obtain director and officer liability insurance.

TGI Fridays may be subject to legal or regulatory proceedings that could be time consuming, result in costly litigation, require significant amounts of management time and result in the diversion of significant operational resources.

TGI Fridays has been involved in, and may in the future become involved in, lawsuits, claims and proceedings, including class action lawsuits, filed by customers, TGI Fridays' franchisees, employees, suppliers, landlords, governmental authorities and others, incident to the ordinary course of its business. Litigation is inherently unpredictable, and plaintiffs in these types of lawsuits often seek recovery of very large or indeterminate amounts such that the magnitude of the potential loss relating to such lawsuits may not be accurately estimated. Any claims against TGI Fridays, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time and result in the diversion of significant operational resources. In addition, adverse publicity or a substantial judgment against TGI Fridays could negatively impact its brand reputation

resulting in further adverse impacts to results of operations. TGI Fridays' franchisees are subject to similar litigation risks. There have been a growing number of lawsuits of this nature with respect to casual dining segment of the restaurant business in recent years. There has also been a rise in employment-related lawsuits with respect to the casual dining segment of the restaurant business in recent years. From time to time, TGI Fridays has been subject to these types of lawsuits. The cost of defending against such claims or the ultimate resolution of such claims may harm its business and operating results. In addition, if the restaurant industry is subject to a heightened regulatory environment at any time in the future, it may result in a greater number of enforcement actions and private litigation. Any adverse litigation or regulatory developments could have an adverse effect on TGI Fridays' business, financial condition and results of operations.

TGI Fridays and its franchisees are subject to a variety of litigation risks.

TGI Fridays and its franchisees are subject to a variety of litigation risks, including, but not limited to, product liability claims, personal-injury claims, environmental claims, employee allegations of improper termination and discrimination, failure to pay overtime, claims related to violations of the Americans with Disabilities Act of 1990, which TGI Fridays refers to as the ADA, religious freedom, sexual harassment, the Fair Labor Standards Act, state wage and hour laws, the Dodd-Frank Wall Street Reform and Consumer Protection Act, including the Durbin Amendment, the ACA, the Payment Card Industry Data Security Standards, franchise laws, ERISA and intellectual property claims. TGI Fridays and its franchisees are also subject to complaints or litigation from customers alleging illness, injury or other food quality, food safety, health or operational concerns. Furthermore, TGI Fridays and its franchisees are also subject to 'dram shop' laws in some states pursuant to which TGI Fridays and its franchisees may be subject to liability in connection with personal injuries or property damages incurred in connection with wrongfully serving alcoholic beverages to an intoxicated person. TGI Fridays' liquor liability insurance coverage may not be adequate to cover any potential liability and insurance may not continue to be available on commercially acceptable terms or at all, or TGI Fridays may face increased deductibles on such insurance. A significant dram-shop claim or claims could have a material adverse effect on TGI Fridays as a result of the costs of defending against such claims, paying deductibles and increased insurance premium amounts, implementing improved training and heightened control procedures for TGI Fridays' employees, and paying any damages or settlements on such claims. In addition, TGI Fridays is subject to statutes of the jurisdictions in which it serves alcoholic beverages, which prohibit TGI Fridays from selling or serving alcohol to minor patrons. These statutes generally provide that serving or selling alcohol to minors is a violation of the law, and will result in fines and other penalties including the suspension or loss of licenses to sell alcohol in the future. If TGI Fridays was to incur a significant number of sale to minor violations the fines or penalties could have a material adverse effect on TGI Fridays' business, results of operations and cash flows.

TGI Fridays may also initiate legal proceedings against its franchisees for breach of the terms of their franchise agreements, including underreporting of sales, failure to operate restaurants according to standard operating procedures and payment defaults. Such claims may reduce the ability of TGI Fridays' franchisees to make payments to TGI Fridays. These claims may also reduce the ability of TGI Fridays' franchisees to enter into new franchise agreements with TGI Fridays. Although the franchise agreements require TGI Fridays' franchisees to defend and indemnify TGI Fridays, TGI Fridays may be named as a defendant and sustain liability in legal proceedings against its franchisees under the doctrines of vicarious liability, agency, negligence or otherwise. Any such adverse developments could have an adverse effect on TGI Fridays' business, financial condition, results of operations and cash flows.

TGI Fridays may have product liability exposure.

TGI Fridays' restaurants may receive through the supply chain or produce defective food or beverage products, which may adversely impact the TGI Fridays brand's goodwill. There can be no assurance that the insurance held by franchised restaurants will be adequate to cover the associated risks, or that, as a TGI Fridays' restaurant and its associated potential liabilities grow, a franchised restaurant will be able to secure an increase in its insurance coverage. Accordingly, in cases in which a franchised restaurant experiences increased insurance premiums or must pay claims out of pocket, the franchised restaurant may not have the funds necessary to pay amounts owed under any franchise or development agreements, which may materially and adversely affect TGI Fridays' business, financial condition, results of operations and cash flows. In the event that products liability arises, to the extent such liability is either not covered by TGI Fridays' restaurants' insurance or exceeds the policy limits of TGI Fridays' franchisee's insurance, the aggrieved parties could seek to recover their losses, whether or not they are legally or contractually entitled to do so, which could increase litigation costs or result in liability.

TGI Fridays' failure or the failure of its franchisees to comply with federal, state and local laws, rules and regulations may subject TGI Fridays to losses and harm its brands.

TGI Fridays is subject to the Fair Labor Standards Act (which governs such matters as minimum wages, overtime and other working conditions), along with the ADA, the Immigration Reform and Control Act of 1986, various family leave mandates and a variety of other laws enacted, or rules and regulations promulgated by federal, state and local governmental authorities that govern these and other employment matters, including minimum hourly wages, overtime pay, unemployment tax rates, workers' compensation rates, tip credits, leaves of absence, working conditions, safety standards and immigration status. TGI Fridays may be subject to claims arising out of violations of these laws and regulations at locations operated by TGI Fridays and its franchisees or claims that they are obligated to bargain collectively with restaurant employees over the terms and conditions of their employment, including, without limitation, for allegedly being a joint employer with its franchisees. TGI Fridays expects increases in payroll expenses as a result of federal and state mandated increases in the minimum wage, and although such increases are not expected to be material, there can be no assurance that there will not be material increases in the future. Enactment and enforcement of various federal, state and local laws, rules and regulations on immigration and labor organizations may adversely impact the availability and costs of labor for restaurants in a particular area or across the United States. Other labor shortages or increased team member turnover could also increase labor costs. In addition, vendors may be affected by higher minimum wage standards or availability of labor, which may increase the price of goods and services they supply to TGI Fridays. Evolving labor and employment laws, rules and regulations could also result in increased exposure on the part of TGI Fridays for labor and employment related liabilities that have historically been borne by TGI Fridays' franchisees. There are no assurances that a combination of cost management and price increases can accommodate all of the costs associated with compliance.

The ACA requires employers such as TGI Fridays to provide health insurance for all qualifying employees or pay penalties for not providing coverage. The majority of the increases in these costs began in 2015, and while the incremental costs of this program have not been material to TGI Fridays to date, TGI Fridays cannot predict what effect these costs will have on its results of operations and financial position, or the effects of the ACA on some of TGI Fridays' larger franchisees. Modifications to, or repeal of, all or certain provisions of the ACA are possible, consistent with statements made by certain elected officials.

The Tax Cuts and Jobs Act of 2017, which TGI Fridays refers to as the TCJA was signed into law on December 22, 2017, significantly reforming the Internal Revenue Code of 1986, as amended (the 'Code'). The TCJA, among other things, includes changes to U.S. Federal tax rates, imposes significant additional limitations on the deductibility of interest, allows for the expensing of capital expenditures, puts into effect the migration from a 'worldwide' system of taxation to a territorial system and modifies or repeals many business deductions and credits. TGI Fridays continues to examine the impact the TCJA may have on its business.

TGI Fridays and its franchisees are subject to extensive federal, state and local governmental regulations, including those relating to the food safety and inspection and the preparation and sale of food and alcoholic beverages. Disruptions within any government agencies could impact the United States food industry which may have an adverse effect on its business, financial condition and results of operations. TGI Fridays and its franchisees are also subject to laws and regulations relating to building, zoning and land use requirements. Each of the franchised restaurants is also subject to licensing and regulation by alcoholic beverage control, health, sanitation, safety and fire agencies in the state, county and/or municipality where the franchised restaurant is located. There can be no assurance that TGI Fridays or its franchisees will not experience material difficulties or failures that could impact the continuing operations of a franchised restaurant, or delay the opening of restaurants in the future.

In addition, TGI Fridays is subject to laws and regulations, which vary from jurisdiction to jurisdiction, relating to nutritional content and menu labeling. Some jurisdictions are also beginning to regulate portions, ingredients and promotions at restaurants and some states, counties and cities have enacted menu labeling laws that are separate from or in addition to the federally mandated menu labeling law that is part of the ACA. Compliance with these laws and regulations may lead to increased costs and operational complexity and may increase its exposure to governmental investigations or litigation. In connection with the continued operation or remodeling of certain restaurants, TGI Fridays' franchisees may be required to expend funds to meet federal, state and local and foreign regulations. The inability to obtain or maintain such licenses or publicity resulting from actual or alleged violations of such laws could have an adverse effect on TGI Fridays' business, financial condition and results of operations.

In addition, TGI Fridays is also subject to federal and state environmental regulations, and although these have not had a material negative effect on TGI Fridays' operations, TGI Fridays cannot ensure this will not occur in the future. In particular, the United States and other foreign governments have increased focus on environmental matters such as climate change, greenhouse gases and water conservation. These efforts could result in increased taxation or in future restrictions on or increases in costs associated with food and other restaurant supplies, transportation costs and utility costs, any of which could decrease TGI Fridays' operating profits and/or necessitate future investments in TGI Fridays' restaurant facilities and equipment to achieve compliance.

TGI Fridays is subject to federal regulation and certain state laws that govern the offer and sale of franchises. Many state franchise laws contain provisions that supersede the terms of franchise agreements, including provisions concerning the termination or non-renewal of a franchise. Any future legislation regulating franchise relationships may negatively affect the operations of TGI Fridays, particularly its relationships with its franchisees. Some state franchise laws require that certain materials be registered before franchises can be offered or sold in that state. Failure to comply with new or existing franchise laws and regulations in any jurisdiction or to obtain or retain required government approvals or licenses could result in a ban or temporary suspension on future franchise sales, which could adversely affect TGI Fridays and its franchisees. In addition to the risk of adverse legislation or regulations being enacted in the future, TGI Fridays cannot predict how existing or future laws or regulations will be administered or interpreted. Further, TGI Fridays cannot predict the amount of future expenditures that may be required in order to comply with any such laws or regulations.

TGI Fridays and its franchisees are and may become subject to U.S. and international privacy, data protection and information security laws. Such laws, including the European Union General Data Protection Regulation, may require TGI Fridays or its franchisees to give specific types of notice and in some cases seek consent from consumers before collecting or using certain consumer data for certain purposes, including some marketing activities. Various U.S. and international legislative and regulatory bodies may expand current laws, enact new laws or issue revised rules or guidance regarding privacy, data protection, and information security. For example, California recently enacted the California Consumer Privacy Act that will, among other things, require new disclosures to California consumers. In response to such changing laws, TGI Fridays and its franchisees may need to change or limit the way they use information in operating their businesses, expend significant resources to maintain compliance with applicable laws, or adapt their marketing or growth strategies, any of which may adversely affect TGI Fridays' business, financial condition and results of operations.

Changes in accounting standards, or in the interpretation of accounting standards, applicable to TGI Fridays could also affect its future results.

Noncompliance by TGI Fridays or its franchisees with any of the foregoing laws and regulations, any changes in such laws or regulations which impose more burdensome compliance requirements on TGI Fridays, or the inability of the TGI Fridays business to develop or expand due to such laws or regulations, could lead to various claims and may adversely affect TGI Fridays' business and results of operations.

A broader standard for determining joint employer status may adversely affect TGI Fridays' business, financial condition and results of operations and increase TGI Fridays' liabilities.

In August 2015, the National Labor Relations Board adopted a new and broader standard for determining when two or more otherwise unrelated employers may be found to be a joint employer of the same employees under the National Labor Relations Act. While the National Labor Relations Board has formally proposed a rule that would reinstate the standard that was in place before August 2015 and invited public comment, a final rule has not yet been issued. If the August 2015 standard remains in place or is adopted by other government agencies and/or applied generally to franchise relationships, it could cause TGI Fridays to be liable or held responsible for unfair labor practices and other violations and subject TGI Fridays to other liabilities, and require TGI Fridays to conduct collective bargaining negotiations, regarding employees of totally separate, independent employers, most notably TGI Fridays' franchisees. In such event, TGI Fridays' operating expenses may increase as a result of required modifications to TGI Fridays' business practices, increased litigation, governmental investigations or proceedings, administrative enforcement actions, fines and civil liability.

As of December 30, 2019, approximately 83% of TGI Fridays' restaurants were owned and operated by TGI Fridays' franchisees and, as a result, TGI Fridays is highly dependent upon its franchisees.

TGI Fridays is continuously striving to increase the number of TGI Fridays' restaurants owned and operated by franchisees. While TGI Fridays' franchise agreements are designed to maintain brand consistency, the high percentage of franchised restaurants may expose TGI Fridays to risks that it would not encounter if it owned and controlled the restaurants. These risks include:

• franchisee breaches of or defaults under their obligations pursuant to franchise agreements, arising from financial or other difficulties encountered by them, such as regarding royalty and other payments due to TGI Fridays or maintenance and improvement obligations (for example, TGI Fridays' franchisees had an aggregate outstanding balance of $32.7million in unpaid royalty fees, marketing contributions, information technology services fees and other fees owed pursuant to the terms of the applicable franchise agreements as of December31, 2019);

• limitations on enforcement of franchise obligations due to bankruptcy or insolvency proceedings;

• inability to participate in business strategy changes due to financial constraints;

• unwillingness of franchisees to support marketing programs and strategic initiatives;

• difficulties monitoring international franchisees' implementation of TGI Fridays' brand strategies due to its lack of personnel in the markets served by such franchisees;

• inability to meet rent obligations on leases on which TGI Fridays retains contingent liability;

• failure to operate franchised restaurants in accordance with required standards;

• failure to report sales information accurately;

• efforts by one or more large franchisees or an organized franchise association to cause poor franchise relations; and

• failure to comply with food quality and preparation requirements subjecting TGI Fridays to potential losses even when it is not legally liable for a franchisee's actions or failure to act.

There can be no assurance that TGI Fridays will maintain strong franchise relationships. The risks presented by TGI Fridays' dependence on franchisees could adversely affect TGI Fridays, its reputation and its brands, and could adversely affect its business, financial condition and results of operations.

Restaurant development plans under development agreements may not be implemented effectively by TGI Fridays' franchisees.

TGI Fridays relies on its franchisees to develop franchised restaurants. Restaurant development involves substantial risks, including the following:

• the availability of suitable locations and terms for potential development sites;

• the ability of TGI Fridays' franchisees to fulfill their commitments to build new restaurants in the numbers and the time frames specified in their development agreements, or at all;

• the availability of financing, at acceptable rates and terms, or at all, to both franchisees and third-party landlords, for restaurant development;

• delays in obtaining construction permits and in completion of construction;

• delays in obtaining liquor licenses and other permits in connection with new restaurants;

• developed properties not achieving desired revenue or cash flow levels once opened;

• competition for suitable development sites;

• changes in governmental rules, regulations, and interpretations (including interpretations of the requirements of the ADA); and

• general economic and business conditions.

The development and construction of franchised restaurants may not be completed in a timely manner or at all. There is no assurance that present or future development plans will proceed in accordance with expectations.

The opening and success of franchised restaurants depend on various factors, including the demand for TGI Fridays' restaurants and the selection of appropriate franchisee candidates, the availability of suitable sites, the negotiation of acceptable lease or purchase terms for new locations, costs of construction, permit issuance and regulatory compliance, the ability to meet construction schedules, the availability of financing and other capabilities of franchisees. There is no assurance that franchisees planning the opening of franchised restaurants will have the ability or sufficient access to financial resources necessary to open and operate the restaurants required by their agreements. It cannot be assured that franchisees will successfully participate in TGI Fridays' strategic initiatives or operate their restaurants in a manner consistent with TGI Fridays' concepts and standards.

TGI Fridays' franchisees and licensees could take actions that could harm the TGI Fridays business.

TGI Fridays' franchisees are contractually obligated to operate their restaurants in accordance with the standards set forth in agreements with them. TGI Fridays also provides training and support to its franchisees. However, franchisees are independent third parties that TGI Fridays does not control, and franchisees own, operate and oversee the daily operations of their restaurants. As a result, the ultimate success and quality of any franchised restaurant rests with the franchisee. Further, Friday Ventures, L.P., an entity which is not affiliated with TGI Fridays, currently operates six TGI Fridays' restaurants pursuant to a royalty-free exclusive license to operate and open TGI Fridays' restaurants in a specified area of New York City. While Friday Ventures, L.P. is subject to certain quality control obligations, the uncured breach of which may result in termination of such license rights, it is not required to operate under the TGI Fridays standard franchisee arrangement, and TGI Fridays therefore has less control over its actions than the actions of a franchisee. If TGI Fridays' franchisees and licensees do not successfully operate restaurants in a manner consistent with required standards, royalty payments to TGI Fridays will be adversely affected and the TGI Fridays brand's image and reputation could be harmed, which in turn could hurt the business, financial condition and results operations of TGI Fridays and TGI Fridays' restaurants.

In addition, TGI Fridays may be unable to successfully implement the strategies that it believes are necessary for further growth if franchisees and licensees do not participate in that implementation. The TGI Fridays business, financial condition and results of operations could be adversely affected if a significant number of franchisees and licensees do not participate in brand strategies.

Franchisees may be operating entities subject to risks unrelated to the operation of TGI Fridays' restaurants, which could materially adversely affect a franchisee's revenues and, accordingly, its ability to pay amounts owed to TGI Fridays.

Franchisees, as operating entities, may be natural persons or legal entities. Franchisees generally are not limited-purpose entities, making them subject to business, credit, financial and other risks, which may be unrelated to the operations of TGI Fridays' restaurants. These unrelated risks could, in the case of franchisees, materially and adversely affect a franchisee and its ability to pay amounts owed to TGI Fridays under any franchise or development agreements, which could have a material adverse effect on TGI Fridays' business, financial condition, results of operations and cash flows.

In addition, such risks could result in parties to development agreements breaching the terms of development agreements, which could materially and adversely affect the ability of TGI Fridays to pursue its growth strategy, which, in turn, may materially and adversely affect TGI Fridays' business, financial condition, results of operations and cash flows.

TGI Fridays' business depends on its ability to attract and retain talented employees and franchisees.

TGI Fridays' business strategy includes successfully attracting and retaining talented employees. The market for highly skilled employees and leaders in the restaurant industry is extremely competitive. If TGI Fridays is less successful in its recruiting efforts, or if it is unable to retain key employees, its ability to develop and deliver successful products and services may be adversely affected. Effective succession planning is also important to TGI Fridays' long-term success. Failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder TGI Fridays' strategic planning and execution, which in turn may materially and adversely affect TGI Fridays' business, financial condition and results of operations.

Additionally, each franchised restaurant is heavily reliant on its franchisee, many of whom are individuals who have numerous years of experience addressing a broad range of concerns and issues relevant to its business. TGI Fridays attempts to retain such franchisees by providing them with competitive franchising opportunities. TGI Fridays, however, cannot guarantee the retention of any franchisees in the future, or that TGI Fridays will maintain the ability to attract, retain, and motivate sufficient numbers of franchisees of the same caliber, which could materially and adversely affect TGI Fridays' business, financial condition and results of operations.

Concentration of franchised restaurants in a limited number of TGI Fridays' franchisees may subject TGI Fridays' global restaurant system to greater credit risk.

As of December30, 2019, TGI Fridays' franchisees operated 245 domestic restaurants in 29 states of the United States (which comprised 29% of the total number of restaurants). The five largest domestic TGI Fridays franchisees collectively operated 174 TGI Fridays restaurants as of December30, 2019. The largest domestic franchisee operated 66 restaurants in seven states as of December30, 2019, and accounted for 20.4% of TGI Fridays' net royalties during the year ended December30, 2019. The second-largest domestic franchisee operated 37 restaurants in five states as of December30, 2019, and accounted for 18.9% of TGI Fridays' net royalties during the year ended December30, 2019. The third-largest domestic franchisee operated 31 TGI Fridays restaurants in six states as of December30, 2019, and accounted for 17.5% of TGI Fridays' net royalties during the year ended December30, 2019. The fourth-largest domestic franchisee operated 24 TGI Fridays restaurants in four states as of December30, 2019, and accounted for 7.9% of TGI Fridays' net royalties during the year ended December30, 2019. Finally, the fifth-largest domestic franchisee operated 16 TGI Fridays restaurants in four states as of December30, 2019, and accounted for 5.5% of TGI Fridays' net royalties during the year ended December30, 2019.

As of December30, 2019, TGI Fridays' franchisees operated 446 international restaurants in 56 countries across the world (which comprised 53.7% of the total number of restaurants). The 10 largest international TGI Fridays franchisees collectively operated 302 TGI Fridays restaurants as of December30, 2019. The largest international franchisee operated 87 restaurants in three countries as of December30, 2019, and accounted for 34.7% of TGI Fridays' net royalties during the year ended December30, 2019. The second-largest international franchisee operated 65 restaurants in seven countries as of December30, 2019, and accounted for 14.0% of TGI Fridays' net royalties during the year ended December30, 2019. The third-largest international franchisee operated 26 TGI Fridays restaurants in one country as of December30, 2019, and accounted for 2.8% of TGI Fridays' net royalties during the year ended December30, 2019. The fourth-largest international franchisee operated 25 TGI Fridays restaurants in one country as of December30, 2019, and accounted for 3.4% of TGI Fridays' net royalties during the year ended December30, 2019. Finally, the fifth-largest international franchisee operated 20 TGI Fridays restaurants in two countries as of December30, 2019, and accounted for 2.7% of TGI Fridays' net royalties during the year ended December30, 2019.

None of the domestic or international TGI Fridays franchisees is a publicly-traded company. While some of these franchisees provide TGI Fridays with financial information on a periodic basis, that financial information is not publicly disclosed and will not be available to public shareholders. As a result, public shareholders will be relying solely on TGI Fridays' judgment regarding the continued viability of such TGI Fridays franchisees, which may not be accurate.

The concentration of franchised restaurants in a limited number of TGI Fridays' franchisees subjects TGI Fridays' global restaurant system to a significant level of credit risk. Each of the risks relating to franchisees described in this section is magnified in respect of such larger franchisees. The risk associated with these franchisees is particularly magnified among those franchisees that are the sole or dominant franchisee for a particular region, as is the case for most domestic TGI Fridays franchised territories. In particular, if any of these franchisees experiences financial or other difficulties, they may default on their obligations under their respective franchise and development agreements and related agreements, which TGI Fridays refers to collectively as franchise documents, license and sublicense agreements, including the timely payment of amounts owed under any franchise or development agreements, and the maintenance and improvement of their TGI Fridays restaurants. If any of these franchisees are subject to bankruptcy or insolvency proceedings, a bankruptcy court may prevent the termination of the related franchise documents, license or sublicense agreements, as applicable. Any franchisee that is experiencing financial difficulties may also be unable to participate in implementing any changes to the business strategy in operating the business of TGI Fridays' restaurants that TGI Fridays may seek to implement. Any franchisee that owns and operates a significant number of TGI Fridays' restaurants and fails to comply with its other obligations under the franchise

documents, such as those relating to the quality and preparation of food and maintenance of TGI Fridays' restaurants, could cause significant harm to the TGI Fridays brand and subject TGI Fridays to claims by consumers even if it is not legally liable for the franchisee's actions or failure to act. Development rights for franchised restaurants are also concentrated among a limited number of existing TGI Fridays franchisees. If any of these existing TGI Fridays franchisees experience financial difficulties, future development of franchised restaurants may be materially adversely affected. The concentration of the domestic franchised restaurants in a limited number of TGI Fridays' franchisees may also reduce the negotiating power of TGI Fridays in negotiating the terms of sale of the domestic company-owned restaurants to such franchisees.

A large number of TGI Fridays' company-owned restaurants are concentrated in Massachusetts, New York and Texas, and a large number of TGI Fridays' franchisee restaurants are concentrated in England and the Middle East, which makes TGI Fridays susceptible to changes in economic and other trends in those areas.

A high concentration of TGI Fridays' company-owned restaurants are located in Massachusetts (18 company-owned restaurants), New York (33 company-owned restaurants) and Texas (24 company-owned restaurants), comprising 12.9%, 23.6% and 17.1% of company-owned restaurants, respectively, as of December30, 2019. In addition, a high concentration of TGI Fridays' franchise restaurants are located internationally in England (87 franchise restaurants, comprising 12.5% of all franchise restaurants and 19.5% of international franchise restaurants) and the Middle East (66 franchise restaurants comprising 9.5% of all franchise restaurants and 14.8% of international franchise restaurants), in each case, as of December30, 2019. As a result, TGI Fridays is particularly susceptible to adverse trends and economic conditions in those areas. Negative publicity, local economic conditions, local strikes, energy shortages or extreme fluctuations in energy prices, droughts, earthquakes, fires or other natural disasters in regions where TGI Fridays' restaurants are highly concentrated could have a material adverse effect on its business, results of operations and cash flows. For example, declines in oil prices may increase levels of unemployment and cause other economic pressures that result in lower sales and profits at restaurants in oil market regions of Texas and surrounding areas.

The ability of TGI Fridays to collect on amounts owed to it by franchisees under the relevant franchise and development agreements is affected by the financial results of its franchisees.

The ability of TGI Fridays to collect on amounts owed to it by franchisees is impacted by the operational and financial success of its franchisees, including their implementation of strategic plans, and their ability to secure adequate financing. If franchisees are impacted by weak economic conditions, and they are unable to secure adequate sources of financing, their financial health may worsen, TGI Fridays' collection rates may decline and TGI Fridays may be required to offer extended payment terms or make other concessions. Additionally, refusal on the part off franchisees to renew their franchise agreements may result in decreased amounts received from franchisees. Entering into restructured franchise agreements may result in reduced royalty rates in the future. Furthermore, if franchisees are not able to obtain the financing necessary to complete planned remodel and construction projects, they may be forced to postpone or cancel such projects. TGI Fridays is subject to similar risks with respect to company-owned restaurants.

TGI Fridays may not be able to enforce payment of fees under certain of its franchise arrangements.

In certain limited instances, a TGI Fridays' franchisee may be operating a franchised restaurant pursuant to an unwritten franchise arrangement. Such circumstances may arise where a franchise arrangement has expired and new or renewal agreements have yet to be executed or where the TGI Fridays' franchisee has developed and opened a franchised restaurant but has failed to memorialize the franchisor-franchisee relationship in an executed agreement as of the opening date of such restaurant. In certain other limited instances, TGI Fridays may allow a franchisee in good standing to operate domestically pursuant to franchise arrangements that have expired in their normal course and have not yet been renewed. As of December30, 2019, less than 1% of TGI Fridays' domestic franchise restaurants and approximately 2.5% of international franchise restaurants were operating without a written agreement. There is a risk that either category of these franchise arrangements may not be enforceable under federal, state, or local laws and regulations prior to correction. In these instances, the franchise arrangements may be enforceable on the basis of custom and assent of performance. If the TGI Fridays' franchisee, however, were to neglect to remit royalty payments in a timely fashion, TGI Fridays may be unable to enforce the payment of such fees which, in turn, may materially and adversely affect TGI Fridays' business, financial condition, results of operations and cash flows. While TGI Fridays generally requires franchise arrangements in foreign jurisdictions to be entered

into pursuant to written franchise arrangements, subject to certain exceptions, some expired contracts, letters of intent, or oral agreements in existence may not be enforceable under local laws, which could impair TGI Fridays' ability to collect royalty income which, in turn, may materially and adversely affect TGI Fridays' business, financial condition, results of operations and cash flows.

An insolvency or bankruptcy case involving a TGI Fridays' franchisee could prevent the collection of payments or the exercise of rights under the related franchise agreement.

Insolvency proceedings involving a TGI Fridays' franchisee have prevented and may in the future prevent TGI Fridays from collecting payments or exercising its other rights under the related franchise agreement. In particular, the protection of the statutory automatic stay that arises under section 362 of the Bankruptcy Code upon the commencement of a bankruptcy case by or against a franchisee would restrict TGI Fridays' ability to terminate a franchise agreement previously entered into with a franchisee. Furthermore, a TGI Fridays' franchisee that is subject to a bankruptcy case may reject the franchise agreement in which case TGI Fridays would be limited to a general unsecured claim against the franchisee's bankruptcy estate on account of breach-of-contract damages arising from such rejection. Payments previously made to TGI Fridays by a franchisee that is subject to a bankruptcy case also may be recoverable from TGI Fridays on behalf of the franchisee as a preferential transfer under applicable state law or the Bankruptcy Code. Even if a franchisee bankruptcy matter is ultimately resolved in a manner not adverse to TGI Fridays, amounts due to TGI Fridays pursuant to the applicable franchise agreement may not be recoverable during the pendency of any litigation, including appeals by other creditors.

The inability of TGI Fridays or its franchisees to fund capital expenditures may adversely impact future growth and profitability or result in TGI Fridays' or its franchisees' failure to comply with applicable laws.

TGI Fridays' business strategy includes the periodic updating of TGI Fridays' restaurants' locations through new remodel programs and other operational changes. The success of such business strategy will depend to a significant extent on the ability of TGI Fridays and its franchisees to fund necessary capital expenditures to aid the repositioning and re-energizing of the brand, including renovations and improvements required under franchise documents or applicable laws and regulations. Labor and material costs expended will vary by geographical location and are subject to general price increases. Additionally, the timing of these improvements can affect the performance of TGI Fridays' and its franchisees' restaurants, particularly if the improvements require closures of such restaurants. To the extent TGI Fridays or any of its franchisees are not able or willing to fund the necessary capital expenditures, or do not undertake sufficient capital improvements, the business strategy may take longer to implement and may not be as successful as expected, the competitiveness of TGI Fridays could be reduced, or the affected restaurants may fall out of compliance with applicable laws and regulations. TGI Fridays' restaurants may not necessarily realize a significant, or any, improvement in their performance as a result of these investments.

Under the franchise documents, TGI Fridays' franchisees are required to fund or pay for, potentially with debt financing, renovations and improvements to TGI Fridays' restaurants premises in order to remain competitive with their competitors, to maintain the economic value of their TGI Fridays' restaurants and to comply with applicable laws and regulations. Such potential financing obligations may require the incurrence of material capital expenditures and related debt service obligations which could adversely impact the profitability of TGI Fridays' franchisees.

TGI Fridays' inability or failure to execute on a comprehensive business continuity plan following a major natural disaster, such as an earthquake, tornado or man-made disaster, including terrorism, at its corporate facilities, or its inability to adequately prepare for such an occurrence, could materially adversely impact its business.

TGI Fridays' corporate systems and processes and corporate support for its restaurant operations are handled primarily at one restaurant support center. TGI Fridays has disaster recovery procedures and business continuity plans in place to address events of a crisis nature, including earthquakes, tornadoes and other natural or man-made disasters, and back up and off-site locations for recovery of electronic and other forms of data and information, but such plans and procedures cannot account for all eventualities. If it is unable to fully implement its disaster recovery plans or if such plans prove inadequate, TGI Fridays may experience delays in recovery of data or data loss, reductions in its information security, increased costs to upgrade, maintain or repairs its systems and facilities, inability to perform vital corporate functions, tardiness in required reporting and compliance, failures to adequately support field operations and other breakdowns in normal communication and operating procedures that could have a material adverse effect on its business, financial condition, results of operations and expose it to administrative and other legal claims.

The terms of TGI Fridays' securitized debt financing of certain of TGI Fridays' wholly-owned subsidiaries have restrictive terms and the failure to comply with any of these terms could put TGI Fridays in default, which would have an adverse effect on TGI Fridays' business, financial condition, results of operations and cash flows.

Unless and until TGI Fridays repays all outstanding borrowings under its securitized debt, TGI Fridays will remain subject to the restrictive terms of these borrowings. The securitized debt, under which certain of TGI Fridays' wholly-owned subsidiaries issued and guaranteed fixed rate notes and variable funding senior revolving notes, contain a number of covenants, with the most significant financial covenant being a debt service coverage calculation. These covenants limit the ability of certain of TGI Fridays' subsidiaries to, among other things:

• sell assets;

• alter the business it conducts;

• engage in mergers, acquisitions and other business combinations;

• declare dividends or redeem or repurchase capital stock;

• incur, assume or permit to exist additional indebtedness or guarantees;

• make loans and investments;

• incur liens; and

• enter into transactions with affiliates.

The securitized debt also requires TGI Fridays to maintain specified financial ratios at the end of each fiscal quarter. TGI Fridays' ability to meet these financial ratios can be affected by events beyond TGI Fridays' control, and TGI Fridays may not satisfy such a test. A breach of this covenant could result in a rapid amortization event or default under the securitized debt. If amounts owed under the securitized debt are accelerated because of a default under the securitized debt and TGI Fridays is unable to pay such amounts, the investors may have the right to assume control of substantially all of the securitized assets.

During the term following issuance, the outstanding Series 2017-1 6.202% Fixed Rate Senior Secured Notes, Class A-2, which TGI Fridays refers to as the 'Senior Notes' will accrue interest in accordance with the terms of the debt agreements. Additionally, interest and principal payments on the Senior Notes are payable on a quarterly basis, subject to certain financial conditions set forth in the indenture. In accordance with TGI Fridays' debt agreements, the payment of principal on the outstanding Senior Notes shall be suspended if the leverage ratios for TGI Fridays are less than or equal to 4.0x total debt, as defined, to adjusted EBITDA, as defined, and no catch-up provisions are applicable. The anticipated repayment date is April 2024. As of December30, 2019, TGI Fridays had approximately $356.3million in Senior Notes outstanding under the securitization facility, with an anticipated repayment date of April 2024. In addition, as of December30, 2019, TGI Fridays had $15million outstanding under its variable funding notes, with an anticipated repayment by the end of 2020, subject to two potential one-year extensions, subject to certain conditions. TGI Fridays may issue additional securitized debt in the future, subject to certain conditions set forth in its securitization documents.

If TGI Fridays is unable to refinance or repay amounts under the securitized debt prior to the anticipated repayment date, TGI Fridays' cash flow would be directed to the repayment of the securitized debt and, other than a weekly management fee sufficient to cover minimal selling, general and administrative expenses, would not be available for operating its business. Additionally, in such event, TGI Fridays' right to use its intellectual property, including the TGI Fridays brand, could be restricted.

No assurance can be given that any refinancing or additional financing will be possible when needed or that TGI Fridays will be able to negotiate acceptable terms. In addition, TGI Fridays' access to capital is affected by prevailing conditions in the financial and capital markets and other factors beyond TGI Fridays' control. There can be no assurance that market conditions will be favorable at the times that TGI Fridays requires new or additional financing.

The indenture governing the securitized debt restricts the cash flow from the entities subject to the securitization to any of TGI Fridays' other entities and upon the occurrence of certain events, cash flow would be further restricted.

In the event that a rapid amortization event occurs under the indenture (including, without limitation, upon an event of default under the indenture or the failure to repay the securitized debt at the end of its term), the funds available to TGI Fridays would be reduced or eliminated and TGI Fridays' ability to effectively exploit its intellectual property may be impaired, which would in turn reduce TGI Fridays' ability to operate or grow its business.

The operations of TGI Fridays are seasonal and heavily influenced by weather conditions.

Weather, which is unpredictable, can adversely impact the sales of TGI Fridays' restaurants. Harsh weather conditions may discourage customers from dining out and result in lost opportunities for TGI Fridays' restaurants. For example, a heavy snowstorm can leave an entire metropolitan area snowbound, resulting in a reduction in sales. The first and fourth quarterly fiscal periods of TGI Fridays, most notably the first quarterly fiscal period, include winter months when there is historically a lower level of sales. In addition, for these reasons, sequential comparisons of quarterly fiscal periods may not be a good indication of the performance of TGI Fridays or how TGI Fridays may perform in the future.

TGI Fridays depends on the adequate protection of its intellectual property, and litigation to enforce or defend intellectual property rights may be costly.

TGI Fridays' intellectual property is material to the conduct of the TGI Fridays' business. The success of TGI Fridays depends on TGI Fridays' and its franchisees' continued ability to use its intellectual property and on adequate protection and enforcement of such intellectual property. TGI Fridays relies on a combination of trademarks, service marks, copyrights, trade secrets and similar intellectual property rights to protect the TGI Fridays brand and other intellectual property. The success of TGI Fridays' business strategy depends, in part, on the continued ability of TGI Fridays to use its existing trademarks and service marks in order to increase brand awareness and further develop its branded products in both existing and new markets. There can be no assurance that TGI Fridays will be successful in protecting and maintaining its intellectual property rights, or that third parties will not infringe, misappropriate or violate TGI Fridays' intellectual property. Effective intellectual property protection may not be available in every country in which TGI Fridays has or intends to do business. Although TGI Fridays monitors its intellectual property rights, there can be no assurance that it will be able to detect all infringement, misappropriation and violations of its intellectual property rights. Even if TGI Fridays is able to successfully detect infringement, misappropriation or violations of its intellectual property, TGI Fridays may choose not to pursue enforcement because it determines the costs of enforcement are outweighed by the potential benefits or its attempts at enforcement may prove unsuccessful. If TGI Fridays chooses not to pursue enforcement, its efforts to protect its intellectual property prove inadequate, or third parties independently develop products or concepts that are substantially similar to TGI Fridays, the value of the TGI Fridays brand may be harmed or TGI Fridays' ability to compete effectively may be diminished, each of which could have a material adverse effect on the TGI Fridays business, financial condition and results of operations, including the failure of the TGI Fridays brand to achieve and maintain market acceptance. Such a material adverse effect could result from, among other things, consumer confusion, dilution of the distinctiveness of the TGI Fridays brand or increased competition from unauthorized users of the TGI Fridays brand, each of which may result in decreased revenues to affected TGI Fridays' restaurants. In addition, to the extent that TGI Fridays does, from time to time, institute litigation to enforce the trademarks associated with the TGI Fridays brand or other intellectual property from infringement or other violations by third parties, such litigation could result in substantial costs and diversion of resources, regardless of whether TGI Fridays is able to successfully enforce such rights.

TGI Fridays may fail to establish trademark or other intellectual property rights in the United States or foreign jurisdictions.

The success of the TGI Fridays' global restaurant system depends on TGI Fridays' continued ability to use trademarks and other intellectual property in order to capitalize on its name-recognition, increase awareness of the TGI Fridays brand and further develop the TGI Fridays brand and offerings in both domestic and international markets. TGI Fridays has registered certain trademarks and has other trademark applications pending in the United States and selected foreign jurisdictions. Not all of the trademarks and other intellectual property that are used in the TGI Fridays' global restaurant system have been registered in all of the countries in which TGI Fridays does business or may do business in the future, and some intellectual property may never be registered in all of these countries. Rights in trademarks and other intellectual property are generally national in character, and are obtained on a country-by-country basis by the first person to obtain protection through use or registration in that country in connection with specified products and services. Some countries' laws do not protect unregistered trademarks or

other intellectual property at all, or make them more difficult to enforce, and third parties may have filed for 'TGI Friday's' or similar marks in countries where TGI Fridays has not registered the TGI Fridays brand as trademarks or obtained registrations for other intellectual property rights similar to TGI Fridays. There is also a risk that TGI Fridays' growth will be limited or unavailable due to preexisting third-party intellectual property rights, whether registered or unregistered. Accordingly, TGI Fridays may not be able to adequately protect the TGI Fridays brand and its other intellectual property everywhere it does business and use of the TGI Fridays brand and its other intellectual property may result in liability for infringement, dilution, misappropriation or unfair competition, which could have a material adverse effect on its business, financial condition and operational performance. In addition, the laws of some foreign countries do not protect intellectual property to the same extent as the laws of the United States. The steps TGI Fridays has taken to protect its trademarks and other intellectual property in the United States and in foreign countries may not be adequate.

If TGI Fridays' franchisees and other licensees do not observe the required quality and trademark usage standards, the TGI Fridays brand may suffer reputational damage.

TGI Fridays licenses certain intellectual property to TGI Fridays' franchisees, product suppliers, manufacturers, distributors, advertisers and other third parties. The franchise agreements and other license agreements require that each TGI Fridays' franchisee or other licensee use such intellectual property in accordance with established or approved quality control guidelines and other requirements in order to protect TGI Fridays' rights in such intellectual property, the reputation of the TGI Fridays brand and to optimize restaurant performance, and TGI Fridays tries to ensure that the quality of the TGI Fridays brand is maintained by all of its franchisees and licensees. However, there can be no assurance that the permitted licensees, including TGI Fridays' franchisees, product suppliers, manufacturers, distributors, advertisers and other third parties will use such intellectual property assets and produce, distribute and market products and services, in accordance with such guidelines and will not take actions that hurt the value of TGI Fridays' intellectual property or the reputation of TGI Fridays' global restaurant system. Noncompliance by these entities with the terms and conditions of the governing franchise or other agreement that pertain to health and safety standards, quality control, product consistency, or proper marketing or other business practices, may diminish the value of TGI Fridays' intellectual property, expose it to claims of infringement or other actions by its third-party licensors or adversely impact the goodwill of the TGI Fridays brand. For example, TGI Fridays' franchisees and other licensees may refer to TGI Fridays' intellectual property improperly in communications, resulting in the weakening of the distinctiveness of TGI Fridays' intellectual property. Although TGI Fridays monitors and restricts franchisee activities through its franchise agreements, TGI Fridays' franchisees or third parties may refer to or make statements about the TGI Fridays brand that do not make proper use of trademarks or required designations, that improperly alter trademarks or branding, or that are critical of the TGI Fridays brand or place the TGI Fridays brand in a context that may tarnish its reputation. This may result in dilution or tarnishment of the TGI Fridays brand. TGI Fridays' franchisees may also produce or receive through the supply chain defective food or beverage products, which may adversely impact the goodwill of the TGI Fridays brand. There can be no assurance that TGI Fridays' franchisees or other licensees will not take actions that could have a material adverse effect on TGI Fridays' intellectual property. TGI Fridays may not be able to adequately prevent such practices by TGI Fridays' franchisees and other licensees, which could harm the value of the TGI Fridays brand, result in the abandonment or invalidity of trademarks associated with the TGI Fridays brand which, in turn, may materially and adversely affect TGI Fridays' business, financial condition and results of operations.

In addition, even if the product suppliers, manufacturers, distributors, or advertisers described above observe and maintain the quality and integrity of the products covered by TGI Fridays' intellectual property in accordance with the relevant license and other agreements, any product manufactured by such suppliers may be subject to regulatory sanctions and other actions by third parties which can, in turn, negatively impact the perceived quality of TGI Fridays' restaurants and the overall goodwill of the TGI Fridays brand, regardless of the nature and type of product involved. Any such sanctions or actions could reduce restaurant revenues and sales.

TGI Fridays is and may become subject to third-party infringement claims or challenges to its intellectual property's validity.

TGI Fridays is and may, in the future, become the subject of claims for infringement, misappropriation or other violation of intellectual property, which may or not be unfounded, from owners of intellectual property in areas where TGI Fridays or its franchisees operate or where TGI Fridays intends to conduct operations, including in foreign jurisdictions. Such claims, whether or not they any have merit, could be time-consuming, cause delays in

introducing new menu items or other products, harm the TGI Fridays image, the TGI Fridays brand, the competitive position of TGI Fridays or the ability of TGI Fridays to expand its operations into other jurisdictions and cause TGI Fridays to incur significant costs related to defense or settlement. As a result, any such claim could harm the TGI Fridays business and cause a decline in its results of operations and financial condition which, in turn, may materially and adversely affect TGI Fridays' business, financial condition and results of operations.

If such claims were decided against TGI Fridays, then TGI Fridays could be required to pay damages, cease offering infringing products or services on short notice, develop or adopt non-infringing products or services, make costly modifications to advertising and promotional materials or acquire a license to the intellectual property that is the subject of the asserted claim, which license may not be available on acceptable terms or at all. The attendant expenses borne by TGI Fridays could require the expenditure of additional capital, and there would be expenses associated with the defense of any infringement, misappropriation, or other third-party claims, and there could be attendant negative publicity, even if ultimately decided in favor of TGI Fridays. In addition, third parties may assert that TGI Fridays' intellectual property or TGI Fridays' rights therein are invalid or unenforceable. If TGI Fridays' rights in any intellectual property were invalidated or deemed unenforceable, then it could permit competing uses of such intellectual property which, in turn, could lead to a decline in restaurant revenues and sales.

New or improved technologies or changes in consumer behavior facilitated by these technologies could negatively affect TGI Fridays' business.

Advances in technologies or certain changes in consumer behavior driven by such technologies could have a negative effect on TGI Fridays' business. Technology and consumer offerings continue to develop, and new or enhanced technologies and consumer offerings may be available in the future. TGI Fridays may pursue certain of those technologies and consumer offerings if they appear to offer a sustainable customer proposition and can be successfully integrated into TGI Fridays' existing business model. However, consumer acceptance of these delivery channels or their impact on TGI Fridays' business cannot be predicted. In addition, TGI Fridays' competitors, some of whom have greater resources than TGI Fridays, may be able to more effectively leverage changes in technologies or consumer acceptance of such changes, which could harm TGI Fridays' competitive position. There can be no assurance TGI Fridays will be able to successfully respond to changing consumer preferences, including with respect to new technologies or to effectively adjust TGI Fridays' product mix, service offerings, and marketing initiatives for products and services that address, and anticipate advances in, technology, and market trends. If TGI Fridays is not able to successfully respond to these challenges, its business, financial condition, and operating results could be harmed.

TGI Fridays is heavily dependent on computer systems and information technology and any material failure, interruption or security breach of its computer systems or technology could impair its ability to efficiently operate its business.

TGI Fridays is significantly dependent upon its computer systems and information technology, including systems and technology licensed from third parties, to properly conduct its business, including, but not limited to, point-of-sale processing in its restaurants, management of its supply chain, collection of cash, payment of obligations and various other processes and procedures. The ability of TGI Fridays to efficiently manage its business depends significantly on the continued availability, reliability and capacity of these systems and information technology. The failure of these systems and information technology to operate effectively, an interruption, problems with maintenance, upgrading or transitioning to replacement systems, fraudulent or improper sales reporting from its franchised restaurants, or a breach in security of these systems could be harmful and cause interruptions in customer service, result in the loss of data, create exposure to litigation and reduce efficiency or cause delays in operations. Significant capital investments might be required to remediate any problems. Any security breach involving TGI Fridays' point-of-sale or other systems could expose sensitive personal information, including credit card information, result in a loss of consumer confidence and potential costs associated with fraud or breaches of data security law or contractual obligations. Also, despite TGI Fridays' efforts to secure its computer systems and information technology, security breaches, such as unauthorized access, computer viruses, ransomware or phishing attacks, may occur, resulting in system disruptions, shutdowns, unauthorized disclosure of personal or confidential information, the need for costly repairs, replacements or upgrades, or diversions of revenue or other misappropriations of funds. A security breach involving computer systems or information technology of TGI Fridays or its franchisees could require TGI Fridays to notify customers, employees or other groups, result in adverse publicity, loss of sales and profits, and result in penalties or other costs that could adversely affect the operation of the TGI Fridays business, financial condition and results of operations.

The occurrence of cyber incidents, or a deficiency in cybersecurity, could negatively impact the TGI Fridays business by causing a disruption to its operations, a compromise or corruption of personal or confidential information, and/or damage to its employee and business relationships, all of which could subject TGI Fridays to loss and harm the TGI Fridays brand.

A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of information resources. More specifically, a cyber incident is an intentional attack or an unintentional event that can include gaining unauthorized access to systems to disrupt operations, corrupt data or steal confidential information about customers, TGI Fridays' franchisees, vendors and employees. A number of retailers and other companies have recently experienced serious cyber incidents and breaches of their information technology systems. Data protection is increasingly demanding, and as the reliance of TGI Fridays on technology has increased, so have the risks posed to its systems, both internal and those it has outsourced. Risks that could directly result from the occurrence of a cyber incident include operational interruption, damage to TGI Fridays' or its franchisees' relationships with customers and private data exposure. In addition to maintaining insurance coverage to address cyber incidents, TGI Fridays has also implemented processes, procedures and controls to help mitigate these risks. However, these measures, as well as its increased awareness of a risk of a cyber incident, do not guarantee that a cyber incident will fail or that the reputation and financial results of TGI Fridays will not be adversely affected by such an incident.

Because TGI Fridays' restaurants and TGI Fridays' website accepts electronic and card-based forms of payment from their customers, the TGI Fridays business requires the collection and retention of customer data, including credit and debit card numbers and other personally identifiable information in various information systems that TGI Fridays and its franchisees maintain and that are maintained by third parties with whom TGI Fridays' restaurants contract to provide payment processing. Further, the standards for systems currently used for transmission and approval of electronic payment transactions, and the technology utilized in electronic payment themselves, all of which can put electronic payment data at risk, are determined and controlled by the payment card industry, not by TGI Fridays. TGI Fridays also maintains important internal company data, such as personally identifiable information about its employees and franchisees and confidential and proprietary information relating to its operations. TGI Fridays relies on commercially available systems, software, tools, and monitoring to provide security for processing, transmitting, and storing such information. The use of personally identifiable information by TGI Fridays is regulated by foreign, federal and state laws, as well as by certain third-party agreements. As privacy and information security laws and regulations change, TGI Fridays may incur additional costs to ensure that it remains in compliance with those laws and regulations. TGI Fridays' employees, franchisees, contractors, or third parties with whom it does business or to whom it outsources business operations may attempt to circumvent its security measures in order to misappropriate such information, and may purposefully or inadvertently cause a breach involving such information. Third parties may have the technology or know-how to breach the security of the personal information collected, stored, or transmitted by TGI Fridays or its franchisees and their respective security measures, as well as those of its technology vendors, may not effectively prohibit others from obtaining improper access to this information. Advances in computer and software capabilities and encryption technology, new tools, and other developments may increase the risk of such a breach. If TGI Fridays' security and information systems are compromised, including in connection with operational failure or a breach in security, or if TGI Fridays employees, franchisees or vendors fail to comply with applicable laws, regulations, or contract terms, and this information is obtained by unauthorized persons, used inappropriately or destroyed, it could adversely affect the reputation of TGI Fridays and could disrupt its operations and result in costly litigation, judgments, or penalties resulting from violation of federal and state laws and payment card industry regulations. A cyber incident could also require TGI Fridays to notify customers, employees or other groups, result in adverse publicity, loss of sales and profits, increase fees payable to third parties, and result in penalties or remediation and other costs that could adversely affect the operation of the TGI Fridays business, financial condition and results of operations.

TGI Fridays is both a licensee and the quality control agent with respect to the TGI Fridays brand and other trademarks.

U.S. trademark law requires that a licensor control the quality of licensed goods and services sold under its trademarks or service marks or risk losing its rights in such trademarks or service marks, including having them be deemed abandoned. Under TGI Fridays' license agreement between TGI Fridays and TGI Fridays Franchisor, LLC, which TGI Fridays refers to as TGIF Franchisor, TGIF Franchisor grants TGI Fridays the right to use certain trademarks, including trademarks related to the TGI Fridays brand, for use in connection with owning and operating

company-owned restaurants, franchising of TGI Fridays' franchises and other specified products and services. TGI Fridays, in its capacity as manager for TGIF Franchisor under a management agreement, receives a license to use such trademarks in connection with fulfilling its obligations as manager. However, TGIF Franchisor has, pursuant to the management agreement, delegated its rights of quality control over the use of the trademarks licensed under the management agreement to TGI Fridays as well, including with respect to licensees of TGI Fridays. As a result, TGI Fridays is both a licensee under the management agreement and the agent of TGIF Franchisor as to the enforcement of the quality control provisions under TGI Fridays' management agreement with TGIF Franchisor. While courts have approved the delegation by a trademark owner of its quality-control monitoring to an agent, and have approved of trademark owners relying on a licensee's own quality control measures where a licensor is familiar with a licensee's business or a licensor and licensee have a close working relationship, third parties may nevertheless assert that TGI Fridays' quality control arrangements have compromised the enforceability of the TGI Fridays brand, and that such arrangements will be deemed insufficient to satisfy the requirement that TGIF Franchisor controls the nature and quality of goods and services sold under the trademarks it licenses to TGI Fridays. The foregoing, including claims by third parties challenging the delegation that are not ultimately successfully, in turn, could lead to a decline in revenues and sales and thereby adversely affect TGI Fridays' business, financial condition and results of operations.

TGI Fridays may be subject to various increases in operating costs due to a variety of factors including changes in the cost of commodities, supplies, fuel, utilities, distribution and other costs, as well as other factors beyond TGI Fridays' control including interest rates, weather conditions and food-borne illnesses, any or all of which could harm results of operations.

The profitability of franchisees and company-owned restaurants, and indirectly the profitability of TGI Fridays, depends in part on TGI Fridays' ability to anticipate and react to changes in the cost of commodities (including beef, pork, chicken, seafood, dairy, cheese and oil), supplies, fuel, utilities, distribution and other operating costs. TGI Fridays experienced both significant increases and significant decreases in certain commodity costs from fiscal year 2010 through 2019. Commodity cost pressures, and any further increases in these costs, could adversely affect future operating results of TGI Fridays and its franchisees. In addition, operating costs are susceptible to increases as a result of other factors beyond the control of TGI Fridays, such as weather conditions, natural disasters, disease outbreaks, global demand, food safety concerns, product recalls, inflation and government regulations. Increases in gasoline prices could result in the imposition of fuel surcharges by distributors used by TGI Fridays and its franchisees, which would increase the cost of operations. Significant increases in gasoline prices could also result in a decrease in customer traffic at TGI Fridays' restaurants which could adversely affect the business of TGI Fridays and its franchisees. Furthermore, increases in interest rates may impact land and construction costs and the cost and availability of borrowed funds, and thereby adversely affect the ability of franchisees and, to a certain extent, TGI Fridays with respect to its company-owned restaurants to finance new restaurant development and improvements to or remodels of existing restaurants. In addition, inflation can cause increased commodity and labor and benefits costs which could reduce the profitability of franchisees and company-owned restaurants.

In particular, reports, whether true or not, of food-borne illnesses, such as those caused by E. coli, Listeria or Salmonella, in addition to Avian Influenza (commonly known as bird flu) and Bovine Spongiform Encephalopathy (commonly known as BSE or mad cow disease), and injuries caused by food tampering have, in the past, severely impacted the production and supply of certain food products, including beef, poultry and eggs. A reduction in the supply of such food products could have a material effect on the price at which TGI Fridays and its franchisees could obtain them, particularly in an environment of already inflated commodity prices. Failure to procure food products, such as beef or poultry, at reasonable terms and prices or any reduction in consumption of such food products by consumers could have a material adverse effect on the profitability of TGI Fridays and its franchisees.

TGI Fridays cannot predict whether it or its franchisees will be able to anticipate and react to changing food costs or other increases in operating expenses by adjusting their practices or menu prices, and a failure to do so could adversely affect the operating results of TGI Fridays and its franchisees. If any increased costs were passed to customers, demand for TGI Fridays brand products may decrease, which in turn could also materially and adversely affect the operating results of TGI Fridays and its franchisees. In addition, TGI Fridays may not seek to or be able to pass along increases in operating expenses to customers in which case the profitability of TGI Fridays and its franchisees may be adversely affected. In each of these cases, a material and adverse effect on the operations of

TGI Fridays and its franchisees could have a material and adverse effect on their overall economic viability or, in the chase of franchisees, on the payment of amounts owed by TGI Fridays' franchisees under any franchise or development agreements, both of which, in turn, may materially and adversely affect TGI Fridays' business, financial condition, results of operations and cash flows.

As an 'emerging growth company,' Allegro cannot be certain if the reduced disclosure requirements applicable to 'emerging growth companies' will make its common stock less attractive to investors.

Allegro is, and after consummation of the Transactions will be, an 'emerging growth company,' as defined in the JOBS Act, and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to obtain an assessment of the effectiveness of Allegro's internal controls over financial reporting from Allegro's independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of these accounting standards until they would otherwise apply to private companies. Allegro has elected to take advantage of such extended transition period. Allegro cannot predict if investors will find Allegro's common stock less attractive because Allegro will rely on these exemptions. If some investors find Allegro's common stock less attractive as a result, there may be a less active market for Allegro's common stock and the share price of Allegro's common stock may be more volatile.

Allegro may remain an 'emerging growth company' until July6, 2023 (the fifth anniversary of the consummation of Allegro's initial public offering) or until such earlier time that Allegro has more than $1.0 billion in annual revenues, have more than $700.0 million in market value of its common stock held by non-affiliates, or issues more than $1.0 billion of non-convertible debt over a three-year period. Further, there is no guarantee that the exemptions available to Allegro under the JOBS Act will result in significant savings. To the extent that Allegro chooses not to use exemptions from various reporting requirements under the JOBS Act, it will incur additional compliance costs, which may impact earnings.

Risks If the Adjournment Proposal Is Not Approved

If the Adjournment Proposal is not approved, Allegro's board of directors will not have the ability to adjourn the annual meeting to a later date.

If, at the annual meeting, the officer presiding over the annual meeting determines that it would be in the best interests of Allegro to adjourn the annual meeting to give Allegro more time to consummate the business combination for whatever reason (such as if the Merger Proposal is not approved, Allegro would have net tangible assets of less than $5,000,001 immediately prior to or upon consummation of the Transactions after taking into account the holders of public shares who properly elect to convert their public shares into cash or another condition to closing the business combination has not been satisfied), Allegro's board of directors will seek approval to adjourn the annual meeting to a later date or dates. If the Adjournment Proposal is not approved, Allegro's board will not have the ability to adjourn the annual meeting to a later date. In such event, the business combination would not be completed and, if another business combination is not consummated as permitted by Allegro's stockholders, Allegro will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating.

ANNUAL MEETING OF STOCKHOLDERS

General

Allegro is furnishing this proxy statement to Allegro's stockholders as part of the solicitation of proxies by Allegro's board of directors for use at the annual meeting of Allegro stockholders to be held on March26, 2020, and at any adjournment or postponement thereof. This proxy statement provides Allegro's stockholders with information they need to know to be able to vote or instruct their vote to be cast at the annual meeting.

Date, Time and Place

The annual meeting of stockholders will be held on March26, 2020, at 9:00 a.m., eastern daylight time, at the offices of Graubard Miller, Allegro's counsel, at The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174.

Purpose of the Allegro Annual Meeting

At the annual meeting, Allegro is asking holders of Allegro common stock to:

(1) consider and vote upon a proposal to adopt the Merger Agreement and to approve the Transactions, including the issuance of the merger consideration thereunder (Merger Proposal);

(2) consider and vote upon separate proposals to approve amendments to Allegro's charter, effective following the business combination, including to (i) change the name of Allegro from 'Allegro Merger Corp.' to 'TGI Fridays Holdings, Inc.'; (ii) increase number of authorized shares of Allegro common stock from 40,000,000shares to 1,200,000,000shares; (iii) remove the provision for a classified board of directors; (iv) set the initial number of directors to eight (and limit the size of the board of directors to no more than twelve); (v) prohibit any shareholder action by written consent; and (vi) remove provisions that will no longer be applicable to Allegro as a special purpose acquisition company after the business combination (Charter Proposals);

(3) to elect eight (8) directors who, upon consummation of the business combination, will be the directors of Allegro (Director Election Proposal);

(4) to consider, vote upon and adopt an omnibus equity incentive plan of Allegro to be effective upon consummation of the business combination (Incentive Plan Proposal); and

(5) to consider and vote upon a proposal to adjourn the annual meeting to a later date or dates if it is determined by Allegro and TGI Fridays that more time is necessary for Allegro to consummate the business combination (Adjournment Proposal).

Recommendation of Allegro Board of Directors

Allegro's board of directors believe that the Merger Proposal and the other proposals to be presented at the annual meeting are fair to and in the best interest of Allegro's stockholders and unanimously recommends that its stockholders vote 'FOR' the Merger Proposal, 'FOR' each of the Charter Proposals, 'FOR' the election of all of the persons nominated for election as directors, 'FOR' the Incentive Plan Proposal and 'FOR' the Adjournment Proposal, if presented.

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the annual meeting if they owned shares of Allegro common stock at the close of business on March2, 2020, which is the record date for the annual meeting. Stockholders will have one vote for each share of Allegro common stock owned at the close of business on the record date. If your shares are held in 'street name' or are in a margin or similar account, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. Allegro warrants and rights do not have voting rights. On the record date, there were 15,277,131shares of Allegro common stock outstanding, of which 11,167,131 were public shares.

Quorum and Vote of Allegro Stockholders

A quorum of Allegro stockholders is necessary to hold a valid meeting. A quorum will be present at the Allegro annual meeting if a majority of the issued and outstanding shares of common stock on the record date that are entitled to vote at the annual meeting are represented by stockholders present at the annual meeting or by proxy. Abstentions will be counted towards the quorum requirement. Broker non-votes will not be counted towards the quorum requirement. If there is no quorum, a majority of the votes present at the annual meeting may adjourn the annual meeting to another date.

The proposals presented at the annual meeting will require the following votes:

• Merger Proposal - The approval of the Merger Proposal will require the affirmative vote of the holders of a majority of the then outstanding shares of common stock present and entitled to vote at the annual meeting. Abstentions will have the same effect as a vote 'against' the Merger Proposal. Brokers are not entitled to vote on the Merger Proposal absent voting instructions from the beneficial holder and, consequently, broker non-votes will have no effect on the Merger Proposal. The business combination will not be consummated if Allegro has less than $5,000,001 of net tangible assets immediately prior to or upon consummation of the Transactions after taking into account holders of public shares that have properly demand conversion of their public shares into cash.

• Charter Proposals - The approval of the Charter Proposals will require the affirmative vote of the holders of at least 65% of Allegro's outstanding common stock on the record date. Abstentions and broker non-votes will have the same effect as a vote 'against' the Charter Proposals. Brokers are not entitled to vote on the Charter Proposals because those proposals are considered non-routine proposals.

• Director Election Proposal - The election of directors requires a plurality of the votes cast. 'Plurality' means that the individuals who receive the largest number of votes cast 'FOR' will be elected as directors (even if they receive less than a majority of the votes cast). Consequently, because this is an uncontested election, any director nominee who receives at least one vote 'FOR' will be elected as a director. Abstentions will have no effect on the Director Election Proposal because an abstention is not a vote cast with respect to the proposal. Brokers are not entitled to vote on the Director Election Proposal absent voting instructions from the beneficial holder because the Director Election Proposal is considered 'non-routine'. Consequently, broker non-votes will have no effect with respect to the Director Election Proposal.

• Incentive Plan Proposal - The approval of the Incentive Plan Proposal will require the affirmative vote of the holders of a majority of the then outstanding shares of common stock present and entitled to vote at the annual meeting. Abstentions will have the same effect as a vote 'against' the Incentive Plan Proposal. Brokers are not entitled to vote on the Incentive Plan Proposal absent voting instructions from the beneficial holder and, consequently, broker non-votes will have no effect on the Incentive Plan Proposal.

• Adjournment Proposal - The approval of the Adjournment Proposal will require the affirmative vote of the holders of a majority of the then outstanding shares of common stock present and entitled to vote at the annual meeting. Abstentions will have the same effect as a vote 'against' the Adjournment Proposal. Brokers are entitled to vote on the Adjournment Proposal absent voting instructions from the beneficial holder because the proposal is considered 'routine'. Consequently, broker non-votes will have the same effect as a vote 'against' the Adjournment Proposal.

The Allegro initial stockholders hold approximately 26.6% of the outstanding shares of Allegro common stock, none of which are public shares. Such shares, as well as any shares of common stock acquired in the open market by the Allegro initial stockholders, are expected to be voted in favor of the proposals presented at the annual meeting. Accordingly, 3,580,093 public shares, constituting approximately 23.4% of Allegro's outstanding common stock, must be voted in favor of the business combination proposal in order for the business combination proposal to be approved.

Under the Merger Agreement, the approval of each of the Merger Proposal, Charter Proposals, and Director Election Proposal is a condition to the consummation of the business combination.

Voting Your Shares

Each share of Allegro common stock that you own in your name entitles you to one vote. Your proxy card shows the number of shares of Allegro common stock that you own. If your shares are held in 'street name' or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are two ways to vote your shares of Allegro common stock at the annual meeting:

• You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your 'proxy,' whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by Allegro's board 'FOR' the Merger Proposal, the Charter Proposals, the persons nominated by Allegro's management for election as directors of Allegro, the Incentive Plan Proposal and the Adjournment Proposal, if presented. Votes received after a matter has been voted upon at the annual meeting will not be counted.

• You Can Attend the Annual meeting and Vote in Person. You will receive a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way Allegro can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a stockholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

• you may send another proxy card with a later date;

• you may notify David Sgro, Allegro's chief operating officer, in writing before the annual meeting that you have revoked your proxy; or

• you may attend the annual meeting, revoke your proxy, and vote in person, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your shares of Allegro common stock, you may call Mackenzie Partners, Allegro's proxy solicitor at (800) 322-2885, or David Sgro, Allegro's chief operating officer, at (212) 319-7676.

Conversion Rights

Holders of public shares may seek to convert their shares, regardless of whether they vote for or against the Merger Proposal and regardless of whether they hold their shares on the record date. Holders of public shares will be entitled to receive cash for these shares if they deliver their shares to Allegro's transfer agent no later than two (2) business days prior to the annual meeting. If the Transactions are not completed, these shares will not be converted into cash. If a holder of public shares properly demands conversion, Allegro will convert each public share into a full pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the Mergers (which is anticipated to be approximately $10.33 per share).

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a 'group' (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 20% or more of the shares of the public shares. Accordingly, all public shares in excess of 20% held by a public stockholder will not be converted to cash.

Allegro's initial stockholders will not have conversion rights with respect to the founder shares and shares underlying the private placement units.

Allegro requires public stockholders, whether they are a record holder or hold their shares in 'street name,' to either tender their certificates to Allegro's transfer agent or to deliver their shares to the transfer agent electronically

using Depository Trust Company's DWAC (Deposit/Withdrawal At Custodian) System, at the holder's option, no later than two (2) business days prior to the annual meeting. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker a nominal amount and it would be up to the broker whether or not to pass this cost on to the converting holder.

Any request to convert such shares once made, may be withdrawn at any time up to the vote on the proposed business combination. Furthermore, if a holder of a public share delivered his certificate in connection with an election of their conversion and subsequently decides prior to the vote on the business combination not to elect to exercise such rights, he may simply request that the transfer agent return the certificate (physically or electronically).

If the Transactions are not approved or completed for any reason, then Allegro's public stockholders who elected to exercise their conversion rights would not be entitled to convert their shares for the applicable pro rata share of the trust account. In such case, Allegro will promptly return any shares delivered by public holders.

Allegro will not be able to consummate the business combination if it would have less than $5,000,001 of net tangible assets immediately prior to or upon consummation of the Transactions, after taking into account the holders who have properly demand conversion of their shares.

The closing price of Allegro common stock on March2, 2020 was $10.26. It is anticipated that the cash held in the trust account two business days prior to the consummation of the business combination will be approximately $115,400,000 (approximately $10.33 per public share). Prior to exercising conversion rights, stockholders should verify the market price of Allegro common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their conversion rights if the market price per share is higher than the conversion price. Allegro cannot assure its stockholders that they will be able to sell their shares of Allegro common stock in the open market, even if the market price per share is higher than the conversion price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

If a holder of public shares exercises its conversion rights, then it will be exchanging its shares of Allegro common stock for cash and will no longer own those shares.

Appraisal Rights

Neither stockholders nor warrant holders or right holders of Allegro have appraisal rights in connection the Transactions under the DGCL.

Proxy Solicitation Costs

Allegro is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. Allegro and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Allegro will bear the cost of the solicitation.

Allegro has hired MacKenzie Partners Inc. to assist in the proxy solicitation process. Allegro will pay that firm a fee of $15,000 plus disbursements. Such fee will be paid with non-trust account funds.

Allegro will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Allegro will reimburse them for their reasonable expenses.

Allegro Initial Stockholders

As of the record date, Allegro's initial stockholders beneficially owned and were entitled to vote an aggregate of 3,737,500 founder shares that were issued prior to Allegro's initial public offering. The initial stockholders also purchased an aggregate of 322,500 private placement units simultaneously with the consummation of Allegro's initial public offering. The shares held by the Allegro initial stockholders constitute approximately 26.6% of the outstanding shares of Allegro's common stock as of the record date. In connection with the initial public offering, the initial stockholders agreed to vote the founder shares, the shares included in the private placement units as well as any shares of common stock acquired in the aftermarket, in favor of the Merger Proposal. Eric Rosenfeld and David Sgro have agreed, and the other Allegro initial stockholders have indicated that they intend, to vote their shares in

favor of all other proposals being presented at the annual meeting. Accordingly, 3,580,093 public shares, constituting approximately 23.4% of Allegro's outstanding common stock, must be voted in favor of the business combination proposal in order for the business combination proposal to be approved.

The founder shares and shares underlying the private placement units have no right to participate in any redemption distribution and will be worthless if no business combination is effected by Allegro. In connection with the initial public offering, the Allegro initial stockholders agreed to transfer restrictions that provide that securities held by them are not transferable or salable (A) in the case of the founder shares, until the earlier of (1) one year after the completion of Allegro's initial business combination or (2) subsequent to the business combination, the last sale price of Allegro's common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after Allegro's initial business combination, and (B) in the case of the shares underlying the private placement units, until 30 days after the consummation of Allegro's initial business combination; provided, however, that the transfer restrictions will lapse earlier if following the completion of Allegro's initial business combination Allegro completes a liquidation, merger, stock exchange or other similar transaction that results in all of Allegro's stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Additionally, at any time prior to the annual meeting, during a period when they are not then aware of any material nonpublic information regarding Allegro or its securities, the Allegro initial stockholders, officers, directors and the Holdings and Midco equityholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Merger Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Allegro's common stock or vote their shares in favor of the Merger Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirement that the holders of a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the Merger Proposal vote in its favor or to decrease the number of public shares that were being converted to cash. While the nature of any such incentives has not been determined as of the date of this proxy statement, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Allegro initial stockholders for nominal value.

Entering into any such arrangements may have a depressive effect on Allegro common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the annual meeting.

If such transactions are effected, the consequence could be to cause the Transactions to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Merger Proposal and other proposals and would likely increase the chances that such proposals would be approved.

As of the date of this proxy statement, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Allegro will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Merger Proposal or the conversion threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

THE MERGER PROPOSAL

The discussion in this proxy statement of the Transactions and the principal terms of the Merger Agreement is subject to, and is qualified in its entirety by reference to, the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to this proxy statement.

Structure of the Transaction

The Merger Agreement provides for, among other things, (i) the Distribution, whereby Holdings will distribute all of the shares of Midco held by Holdings to its equityholders, (ii) immediately following the Distribution, the Merger of Merger Sub with and into Midco, with Midco surviving, and (iii) immediately following the Merger, the Second Merger of Midco with and into Allegro with Allegro surviving. As a result of the Transactions, Allegro will become the holding company for the TGI Fridays business.

Under the Merger Agreement, the equityholders of Midco following the Distribution (which were the equityholders of Holdings prior to the Distribution) will receive an aggregate of $30,000,000 in consideration, in the form of cash and shares of Allegro's common stock, with the mix of cash and shares determined at the option of the equityholders. Holders of approximately 86% of the outstanding membership interests of Holdings have elected to receive shares of Allegro common stock as consideration in the Merger and holders of approximately 14% of the outstanding membership interests of Holdings have elected to receive cash. Therefore, upon consummation of the Merger, Allegro will issue an aggregate of 2,561,786shares of Allegro common stock and $3,997,919 in cash to the equityholders of Midco. The equityholders of Midco following the Distribution will also have the right to receive up to 2,000,000shares of Allegro common stock upon the first to occur of: (i) Allegro's adjusted EBITDA equals or exceeds $70,000,000 as determined using the audited financials included in Allegro's Annual Report on Form 10-K for the years ending December31, 2020, December31, 2021 or December31, 2022 or (ii) the reported last sale price of Allegro's common stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations or other similar actions) for any 20 trading days in a 30 trading day period at any time after the closing of the Transactions and prior to December31, 2022.

Additionally, effective as of the Distribution, each option (or portion thereof) granted under the 2014 Plan that is then outstanding and vested will be automatically cancelled, and in respect of such cancellation the holder thereof shall be entitled to receive an economically equivalent number of shares of common stock of Allegro (which forms a part of the aggregate merger consideration payable to equityholders of Holdings and Midco) pursuant to a formula set forth in the Merger Agreement. Each outstanding option, warrant, convertible note, or other derivative security of Holdings, Midco, or any of their subsidiaries that is unexercised or unconverted after the Distribution will be automatically cancelled without consideration.

Post-Merger Ownership of the Equityholders of Holdings and Midco and the Stockholders of Allegro

As a result of the Transactions, assuming that no stockholders of Allegro elect to convert their public shares into cash as permitted by Allegro's charter, and after giving effect to the transfers of an aggregate of 796,875shares of common stock to Cowen, Cowen and the former equityholders of Midco will own approximately 17% of the Allegro common stock to be outstanding immediately after the business combination and the current Allegro stockholders will own approximately 83% of the outstanding Allegro common stock. If the maximum number of public shares are converted into cash such that TGI Fridays does not have the right to terminate the Merger Agreement as described herein (i.e., such conversion does not cause Allegro to fail to meet the Minimum Cash Condition and Allegro has at least $5,000,001 of net tangible assets immediately prior to or upon consummation of the Transactions after taking into account holders of public shares that have properly demand conversion of their public shares into cash), such percentages will be approximately 27% and 73%, respectively.

Sale Restrictions

In connection with the initial public offering, the Allegro initial stockholders agreed to transfer restrictions that provide that securities held by them are not transferable or salable (A) in the case of the founder shares, until the earlier of (1) one year after the completion of Allegro's initial business combination or (2) subsequent to the business combination, the last sale price of Allegro's common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after Allegro's initial business combination, and (B) in the

case of the shares underlying the private placement units, until 30 days after the consummation of Allegro's initial business combination; provided, however, that the transfer restrictions will lapse earlier if following the completion of Allegro's initial business combination Allegro completes a liquidation, merger, stock exchange or other similar transaction that results in all of Allegro's stockholders having the right to exchange their shares of common stock for cash, securities or other property.

The equityholders of Midco receiving shares of Allegro common stock upon the closing of the Transactions will agree not to transfer, subject to certain exceptions, any shares of common stock received as part of the closing consideration until the earlier of (i) December15, 2020, (ii) Allegro's completion of a liquidation, merger, stock exchange, or other similar transaction that results in all holders of Allegro's common stock having the right to exchange their shares of common stock for cash or other property, or (iii) the date on which the reported closing sale price of Allegro's common stock on Nasdaq equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for a period of any 20 trading days during a 30-trading day period commencing at least 150 days after the closing of the Transactions.

Related Agreements

Registration Rights Agreement

The former equityholders of Holdings and Allegro's initial stockholders will enter into a Registration Rights Agreement with Allegro pursuant to which such shareholders will be granted certain rights to have registered, in certain circumstances, the resale under the Securities Act of the common stock of Allegro held by them, subject to certain conditions set forth therein. The Registration Rights Agreement will replace a prior registration rights agreement entered into between Allegro and Allegro's initial stockholders in connection with the initial public offering.

Facilitation Fee

Upon the closing of the Transactions, Cowen, an affiliate of TriArtisan, will be entitled to a facilitation fee in the amount of (i) $3,800,000 payable by Allegro in cash, (ii) an aggregate of 796,875shares of common stock to be transferred from David D. Sgro, Eric Rosenfeld 2017 Trust No. 1, Eric Rosenfeld 2017 Trust No. 2, and Gregory Monahan, and (iii) an aggregate of up to an additional 478,125shares of common stock to be transferred from David D. Sgro, Eric Rosenfeld 2017 Trust No. 1, Eric Rosenfeld 2017 Trust No. 2, and Gregory Monahan, if Allegro requests assistance from Cowen to raise additional capital to satisfy the Minimum Cash Condition, with the number of shares of common stock transferrable to be determined by a ratio set forth in the Merger Agreement. For one year after the closing of the Transactions, all shares of common stock transferred to Cowen will continue to be subject to the transfer restrictions applicable to such shares prior to such transfer.

Headquarters; Trading Symbols

After completion of the Transactions:

• the corporate headquarters and principal executive offices of Allegro will be those of TGI Fridays, located at 19111 North Dallas Parkway, Suite 165, Dallas, TX 75287.

• if the parties' application for listing is approved, Allegro's common stock and warrants will be traded on Nasdaq under the symbols FRDY and FRDYW, respectively.

Background of the Transactions

On July6, 2018, Allegro consummated its initial public offering and simultaneous private placement of units. Promptly following Allegro's initial public offering, Allegro's officers and directors contacted several investment banks, private equity firms, consulting firms, legal and accounting firms, and numerous other business relationships. Allegro also signed eight nonexclusive contingent-based finder fee agreements with independent third parties ('Finders'). These agreements stipulated that the Finders are operating as independent contractors and do not have any authority to act for, represent or bind Allegro. Such agreements generally also contained confidentiality agreements and provisions limiting the Finders' right to make any claim against Allegro's trust account. Finally, the agreements provided for the payment of a fee ('Finder's Fee') equal to a percentage of the enterprise value of a

company with which Allegro ultimately completes a business combination. One of the aforementioned agreements required an upfront fee of $15,000 in addition to a contingent fee based upon the completion of a business combination with a target identified by said firm. While the Finders presented Allegro with a number of potential acquisition candidates, Allegro did not sign a definitive agreement with any of the targets presented by the Finders. As such, there is no Finder's fee payable upon the consummation of the business combination.

Through the Finders and personal relationships of Allegro's board of directors and management, Allegro identified and reviewed information with respect to over 50 private companies, and ultimately entered into substantial discussions with 16 of these companies regarding, among other things, the type and amount of consideration to be provided relative to a potential transaction. Allegro ultimately issued 13 letters of intent. Of these, four letters of intent were fully executed by Allegro and its potential merger targets. The negotiations with each of these potential merger targets are summarized below.

Negotiations with Target 1

Allegro signed its first letter of intent with an international bar and grill company. On October4, 2018, David D. Sgro, Allegro's Chief Operating Officer, received a call from an investment banker representing this restaurant company and a nondisclosure agreement was subsequently executed in October of 2018. Allegro met with the management team at the target's headquarters and reviewed all aspects of its operations. Following weeks of negotiations, Allegro entered into a letter of intent with the target on January22, 2019. Over the next few months, Allegro conducted detailed due diligence and negotiated a definitive merger agreement with the target. However, before the agreement could be finalized, the target notified Allegro that it had received a superior offer and terminated its discussions with Allegro.

Negotiations with Target 2

On May1, 2019, Allegro received a call from an investment banker representing a leader in the digital gift card space. Mr.Sgro met with the target's management team in early May of 2019 and Allegro and the target executed a nondisclosure agreement in late May of 2019. Following numerous meetings with management of the target and the review of diligence material, Allegro and the target entered into a letter of intent on September12, 2019. On September27, 2019, the majority owner of the target company reported that its advisors had uncovered a tax related structuring problem that would make the transaction more challenging to consummate. Following a review of the tax situation and analysis by both Allegro's management and the target, Allegro elected not to pursue the transaction further.

Negotiations with Target 3

On September5, 2019, Mr.Sgro and Eric S. Rosenfeld, Allegro's Chief Executive Officer, received an email introduction to a large international cellular phone handset manufacturer. Throughout the month of September 2019, representatives of Allegro met with members of the target's management team and conducted preliminary due diligence. On October10, 2019, Allegro executed a letter of intent with the target and began detailed due diligence. In the course of its due diligence, Allegro reviewed the target's business plan, historical financials and projections, and discovered that the target's original projections were too optimistic. Accordingly, Allegro's management concluded that the transaction was no longer in the best interest of Allegro's stockholders and terminated discussions with the target in early November 2019.

Negotiations with TGI Fridays

On July8, 2019, Mr.Sgro contacted Gerald Cromack, a Co-Founder and Managing Director of TriArtisan, to discuss TriArtisan's recent acquisition of Hooters of America LLC and one of TriArtisan's other portfolio companies, TGI Fridays. Mr.Sgro asked if TriArtisan had an interest in a business combination between certain of its restaurant businesses and Allegro. Mr.Cromack referred Mr.Sgro to Rohit Manocha, TriArtisan's other Co-Founder and point of contact with respect to TriArtisan's restaurant investments. Mr.Manocha and Mr.Sgro discussed several of TriArtisan's restaurant assets on July10, 2019 and, on July16, 2019, Mr.Manocha indicated to Mr.Sgro both that TriArtisan, a minority owner of TGI Fridays, had been considering the buyout of TGI Fridays' majority owner and that TriArtisan would consider joining with Allegro in a joint bid for TGI Fridays. On July18, 2019, Messrs. Sgro

and Rosenfeld met with Mr.Manocha and Raphael Haramati, a Senior Associate with TriArtisan, in Allegro's New York office. The parties discussed the history of the 2014 acquisition of TGI Fridays by Sentinel and TriArtisan, TGI Fridays' 2017 securitized loan facility, TGI Fridays' current operations and the valuation at which a transaction might be possible. Over the next week, Messrs. Sgro, Rosenfeld, Manocha and Haramati continued to discuss the terms of a potential transaction relating to TGI Fridays as well as fees that TriArtisan could earn upon the successful consummation of a transaction with Allegro. On July26, 2019, Allegro and TriArtisan executed a nondisclosure agreement related specifically to the contemplated TGI Fridays transaction. The nondisclosure agreement contained a customary trust account waiver provision pursuant to which TriArtisan waived any right, title, interest or claim in Allegro's trust account and agreed not to seek recourse against Allegro's trust account for any reason.

On July29, 2019, Mr.Sgro sent Messrs. Manocha and Haramati a proposed transaction structure, which detailed the post-closing capitalization of the combined company as well as a proposal to transfer 796,875shares of common stock from certain of Allegro's initial stockholders to TriArtisan at the closing of the transaction. The proposed deal structure contemplated a total enterprise value of $420million and equity consideration of $90million ($50million in cash and $40million in Allegro common stock). Messrs. Manocha, Haramati, Rosenfeld and Sgro discussed this proposal in greater detail in a teleconference on July30, 2019. These discussions included TriArtisan's request for certain Allegro founding shareholders to transfer additional shares to TriArtisan if TriArtisan was asked to and did assist in identifying shareholders to invest in Allegro in connection with the business combination. On August1, 2019, Messrs. Rosenfeld and Sgro proposed that TriArtisan receive up to an additional 478,125shares of common stock to be transferred from certain of Allegro's initial stockholders in order to compensate them in the event that Allegro requested that TriArtisan assist Allegro in raising capital. Over the next few days, the parties further discussed this arrangement and that a minimum cash closing condition of $60million, less the aggregate merger consideration, would be appropriate given the sources and uses of cash in the contemplated transaction.

From July29, 2019 to August12, 2019, Allegro reviewed additional materials provided by representatives of TriArtisan with respect to financial performance and valuation. After this review, Allegro proposed to representatives of TriArtisan that Allegro acquire control of TGI Fridays at an enterprise value of $380million, with $30million of cash consideration and $20million of stock based contingent consideration going to the sellers. Mr.Manocha agreed to discuss the proposed transaction and terms with the then-controlling owner of TGI Fridays, which was an investor not affiliated with Allegro. At its regularly scheduled quarterly meeting on August12, 2019, Allegro's board of directors was briefed on the opportunity with TGI Fridays and management responded to questions from the directors concerning the structure of the potential transaction, valuation, and other preliminary terms.

On August16, 2019, Mr.Manocha advised Allegro that TriArtisan was in negotiations to acquire a controlling interest in TGI Fridays from the then-controlling owner of TGI Fridays. Allegro introduced TriArtisan to MFP Investors LLC, an investor in Allegro's common stock, as a potential co-investor in that transaction. Additionally, Mr.Rosenfeld informed Mr.Manocha that he would be interested in investing $500,000 in TriArtisan funds in connection with TriArtisan's proposed acquisition of control of TGI Fridays. Mr.Rosenfeld reviewed potential conflicts related to this possible investment with Allegro's outside legal counsel as well as Allegro's board of directors, and Allegro's board of directors concluded that Mr.Rosenfeld's investment in TriArtisan would be permissible.

On September5, 2019, Allegro provided TriArtisan with a letter of intent (the 'LOI') detailing the terms for an acquisition of TGI Fridays by Allegro and a separate agreement between Allegro, TriArtisan and certain Allegro initial stockholders (the 'Fee Agreement'). The Fee Agreement proposed a 1% facilitation fee to be paid by Allegro to TriArtisan or an affiliate of TriArtisan and the transfer of up to 1,275,000shares of common stock from certain Allegro initial stockholders to TriArtisan or an affiliate of TriArtisan upon the closing of a transaction with TGI Fridays. On September6, 2019, Allegro was provided with an introduction to TriArtisan's attorneys, Ropes & Gray, and on September10, 2019, Allegro sent a detailed due diligence request list to TriArtisan. Also on September10, 2019, Allegro engaged its outside counsel, Graubard Miller, to conduct legal due diligence on TGI Fridays and prepare documentation for the proposed merger and the related proxy statement. Over the next 5 days, the final details of the LOI and the Fee Agreement were negotiated and both agreements were executed on September16, 2019, with no material change in terms. Allegro continued its due diligence effort and on September23, 2019, contacted Cassel Salpeter & Co., an investment banking company, regarding its ability and willingness to provide a fairness opinion to Allegro's board of directors with respect to the potential transaction with TGI Fridays.

On September25, 2019, representatives of Allegro and TriArtisan participated in a teleconference during which they discussed governance issues, including board representation following the merger with Allegro. A draft of the Merger Agreement was sent from Allegro to TriArtisan on the same day. Allegro held another meeting of its board of directors on September26, 2019 to review progress on the TGI Fridays transaction, which included a discussion of the terms of the proposed transaction and issues relating to valuation, as well as additional pipeline opportunities.

On October1, 2019, Messrs. Sgro and Rosenfeld as well as Gregory Monahan, a Sr. Managing Director of Crescendo Partners, met with representatives of TGI Fridays' management team at TGI Fridays' headquarters in Dallas, Texas. Mr.Manocha represented TriArtisan at the meeting. At this diligence meeting, Allegro's representatives met with Mr.Blanchette; Ms. Koning; Jim Mazany, TGI Fridays' Chief Operating Officer, Corporate; Bill Alexander, TGI Fridays' Senior Vice President and Chief Development Officer; Cindy Syracuse, TGI Fridays' Vice President of Marketing; Rick Brown, TGI Fridays' Vice President, Finance; Sherif Mityas, TGI Fridays' then-Chief Strategy Officer; Kathleen Schloth, TGI Fridays' Vice President, Global Supply Chain; and Jennifer Rote, TGI Fridays' General Counsel and Corporate Secretary. Messrs. Sgro, Rosenfeld, and Monahan received presentations from each of these executives and were provided with an opportunity to ask detailed questions about TGI Fridays' operations and business plans.

On October2, 2019, Allegro signed an engagement letter with Cassel Salpeter & Co. to render to the Allegro board of directors an opinion as to whether the consideration to be paid by Allegro in the Transaction was fair, from a financial point of view, to Allegro, and whether the target had a fair market value equal to at least 80% of the balance in Allegro's trust account.

On October4, 2019, Mr.Sgro held a due diligence follow-up call with Ms. Koning to review TGI Fridays' financial results and discuss related inquiries. Mr.Haramati of TriArtisan participated in the diligence call as well. In addition, Allegro received a non-reliance copy of a quality of earnings analysis that was prepared for TriArtisan in connection with its acquisition of a controlling interest in TGI Fridays. Later that day, Mr.Sgro updated Allegro's board regarding progress on the proposed transaction with TGI Fridays and provided the board with materials to review, including the LOI, the Fee Agreement, a comparable company analysis, a free cash flow analysis and an investor presentation prepared by TGI Fridays.

On October10, 2019, attorneys representing Allegro (Graubard Miller) and TriArtisan (Ropes & Gray) discussed certain adjustments to the structure of the proposed merger transaction. The call did not include a discussion of any of the other terms of the proposed transaction. Following the call, attorneys for Allegro revised the document to reflect the revised structure that had been agreed by the parties. Graubard Miller forwarded a revised draft of the Merger Agreement to Ropes & Gray on October11, 2019.

On October16, 2019, affiliates of TriArtisan and MFP acquired a controlling interest in TGI Fridays. Mr.Rosenfeld invested $500,000 in the TriArtisan fund that purchased control of TGI Fridays.

On October17, 2019, representatives from Allegro and TriArtisan held a conference call to discuss process items related to the proposed merger transaction between Allegro and TGI Fridays. Also on October17, 2019, Allegro sent TriArtisan a supplemental due diligence request list and the first draft of an investor presentation to be filed publicly in connection with the announcement of a signed definitive Merger Agreement. On the same day, Ms. Koning forwarded TGI Fridays' updated financial information to both Allegro and Cassel Salpeter.

Also on October17, 2019, Messrs. Sgro and Rosenfeld contacted Carlos Sanchez, a restaurant industry investment banker from Piper Jaffray ('Piper'), to inquire about using Piper's investment banking services to help Allegro in the de-SPACing transaction. Messrs. Sgro and Rosenfeld offered to compensate Piper through a $1.1million carve out from the deferred underwriting fee from Allegro's initial public offering that Allegro is permitted to allocate under the underwriting agreement entered into with Allegro and Cantor, as representative of the several underwriters of Allegro's initial public offering. The following day, on October18, 2019, the parties held a follow-up call to discuss Piper's services in greater detail. On October18, 2019, Piper agreed to assist Allegro in identifying and communicating with potential new investors in the combined company and performing other related services for the agreed upon contingent fee. On October21, 2019, Messrs. Rosenfeld and Sgro held a conference call with Mr.Sanchez and Joel Schneider from Piper to provide additional information on the transaction and to review the expected timing and process for the de-SPACing transaction. Following additional negotiations with regard to specific language, an engagement letter between Allegro and Piper was executed on November4, 2019.

On October20, 2019, Messrs. Sgro, Rosenfeld, and Manocha had a number of exchanges with regard to the proposed consideration for the merger transaction, as well as various corporate governance topics, including the post-merger composition of the board of directors of Allegro.

On October24, 2019, representatives of TriArtisan and Allegro participated in a teleconference to discuss progress on the transaction, and on October26, 2019, Allegro received a revised draft of the Merger Agreement from TriArtisan's legal counsel. Through the end of October there were numerous calls and emails between representatives of Allegro and TriArtisan regarding diligence, business updates, financial disclosure requirements, the investor presentation and the terms of the Merger Agreement. During the course of these calls, the parties discussed a drafting correction to the Merger Agreement to reflect that the minimum cash closing condition should be $30million, representing $60million less an aggregate of $30million in merger consideration to be paid to equityholders of TGI Fridays. On October30, 2019, Graubard Miller forwarded a revised version of the Merger Agreement to counsel for TriArtisan reflecting revisions to the contingent consideration, the minimum cash closing condition, representations and warranties of the parties, and post-closing covenants of the parties.

On November1, 2019, Allegro held a meeting of its board of directors to provide an update on the progress of the TGI Fridays transaction. The board members were advised that significant progress had been made and that management was continuing to address select open items with respect to the Merger Agreement, including the representations and warranties of the parties and the lack of survival thereof, the minimum cash closing condition, the definition of Adjusted EBITDA for the earnout targets, and the necessity to amend Allegro's charter to extend the amount of time in which it must consummate a business combination. Mr.Sgro informed the board there were still legal due diligence items that needed to be reviewed by Allegro's outside legal counsel as well.

On November4, 2019, representatives of Allegro and TriArtisan conducted a call to review the significant open items in the Merger Agreement, including those noted above. Between November4, 2019 and November6, 2019, the principals of Allegro and TriArtisan and their respective legal counsel continued to revise various provisions in the Merger Agreement and other transaction documents as well as finalize the disclosure schedules to the Merger Agreement based on changes that were mutually agreed upon by the parties. During this timeframe, the parties also worked collaboratively to finalize the investor presentation that was to be filed with the announcement of the signing of a definitive Merger Agreement. On November6, 2019, Graubard Miller completed its legal due diligence on TGI Fridays and submitted its due diligence report to Allegro. Graubard Miller did not note any legal matters that were of significance to valuation or the contemplated transaction. Messrs. Rosenfeld and Manocha held a follow-up call on the morning of November7, 2019 to resolve certain of these open items. The remaining business points in the Merger Agreement were finalized on the evening of November7, 2019 on a call with representatives of Allegro, TriArtisan and each of their respective legal counsels. Also on November7, 2019, Allegro distributed to the parties a first draft of a press release announcing the signing of the definitive Merger Agreement. Over the course of November7, 2019 and November8, 2019, Allegro and TriArtisan and their respective legal counsel worked to revise the press release.

On November8, 2019, Allegro's board of directors held another telephonic meeting. David D. Sgro, Adam Jaffe, John Schauerman, Leonard Schlemm, Michael Deluce and Adam Semler, representing Allegro's entire board of directors, were present at the meeting. In addition, the following invited individuals were also present: Eric S. Rosenfeld, representatives of Cassel Salpeter, and representatives of Graubard Miller. Prior to the meeting, copies of the then most recent drafts of the significant transaction documents, including the Merger Agreement, internally prepared analyses, legal due diligence review and draft fairness opinion, were delivered to the directors. Mr.Sgro noted that Allegro's Chief Executive Officer, Eric S. Rosenfeld, had a potential conflict of interest as he was an investor in the TriArtisan-affiliated fund that acquired control of TGI Fridays on October16, 2019, and was thus an indirect minority owner of TGI Fridays. As such, Mr.Sgro led the board's discussion of the search for a merger candidate and detailed the terms of the TGI Fridays transaction. The board discussed the consideration to be paid to equityholders of TGI Fridays, the earnout consideration and targets, the background and amount of the Facilitation Fee, and the combined company's intended uses of cash after closing. The board also discussed the TGI Fridays business in detail, including the benefits of the business's franchise model, its international presence, and licensing deals for frozen food, snack food, and beverages, along with several potential risks relevant to the business, including the business' high level of debt, declining same-store sales, and competition. At the request of the Allegro board, Cassel Salpeter then reviewed and discussed its financial analyses with respect to Allegro, TGI Fridays and the proposed merger. Thereafter, Cassel Salpeter rendered its oral opinion to the Allegro board of directors (which was confirmed in writing by delivery of Cassel Salpeter's written opinion dated the same date), as to, as of November 8, 2019, (i) the fairness, from a financial point of view, to Allegro of the merger consideration to be paid by Allegro in the merger and (ii) whether TGI Fridays had a fair market value equal to at least

80% of the balance of funds in Allegro's trust account. After considerable review and discussion, the Merger Agreement and related documents were approved, subject to final negotiations and modifications, and the board of directors determined to recommend the approval of the Merger Agreement and the Transactions.

The Merger Agreement was signed on November8, 2019 during trading hours and Allegro's securities were halted on Nasdaq pending the announcement of the transaction. After the close of market on November8, 2019, Allegro issued a press release announcing the execution of the Merger Agreement and summarizing some of the salient terms thereof. On the same day, Allegro filed a Current Report on Form 8-K, which included the press release, the Merger Agreement, an investor presentation and related exhibits.

On November11, 2019, Allegro and TGI Fridays held a joint conference call for investors. Topics of discussion included the salient terms of the proposed transaction, key investment considerations and a discussion of TGI Fridays' current and prospective business. No questions were taken on the call. Participants in the call included Eric S. Rosenfeld, Ray Blanchette, and Rohit Manocha. Over the next two days, Allegro's management team, along with representatives of both TGI Fridays and TriArtisan, held road show meetings with current and prospective investors. Those meetings were coordinated by Cantor and Piper.

On November27, 2019, Allegro filed a preliminary proxy statement seeking approval from its shareholders to amend its charter (the 'Extension Amendment') to extend the date by which Allegro must complete its initial business combination from January6, 2020 to March31, 2020 (the 'Extended Date'). On December9, 2019, Allegro filed its definitive proxy statement for the Extension Amendment, and set a meeting date of December23, 2019. On December23, 2019, Allegro announced that it had adjourned the meeting until January3, 2020 in order to provide Allegro's shareholders with sufficient time to review and act upon the proxy supplement filed by Allegro with the SEC on December23, 2019. This proxy supplement informed Allegro's shareholders that the individuals and entities that participated in the private placement of units that occurred simultaneously with Allegro's initial public offering had agreed that if the Extension Amendment was approved, they or their affiliates would contribute, pro rata in accordance with their purchases of private placement units, a loan (each loan being referred to as a 'Contribution') for each public share that was not converted in connection with the stockholder vote to approve the Extension Amendment in an amount of $0.02 as a prorated amount for the partial month of January 2020 and $0.025 for each of February 2020 and March 2020, for aggregate Contributions of approximately $1.05 million (assuming no public shares were converted). The obligation of the insiders to make each Contribution is subject to the continued effectiveness of the Merger Agreement as of the Contribution date, or, if the Merger Agreement is earlier terminated, the affirmative majority vote of the board of directors of Allegro requiring such Contribution. At the meeting held on January3, 2020, Allegro's stockholders approved extending the date by which Allegro must complete a business combination transaction to the Extended Date, and in connection therewith, an aggregate of 3,782,869 public shares were converted for their pro rata portion of Allegro's trust account balance and the aggregate Contributions were reduced to $781,699, accordingly. In connection with the Extension Amendment, on January6, 2020, the initial stockholders deposited an aggregate of approximately $223,343 into the trust account, representing an amount of $0.02 per public share not converted in connection with the stockholder vote to approve the extension as a prorated amount for the partial month of January 2020. On January31, 2020, the initial stockholders deposited an aggregate of $279,178 into the trust account, representing an amount of $0.025 per public share for the month of February 2020. On February28, 2020, the initial stockholders deposited an aggregate of $279,178 into the trust account, representing an amount of $0.025 per public share for the month of March 2020. Accordingly, as of March 2, 2020, there was approximately $115,400,000 held in the trust account.

On March6, 2020, Allegro filed a preliminary proxy statement to seek stockholder approval for a one-month extension of the date by which it must complete its proposed business combination with TGI Fridays, in the event that Allegro is not able to consummate the business combination by March31, 2020, to April30, 2020.

On March5, 2020, Allegro entered into an amendment ('Amendment') to that certain underwriting agreement, dated as of July2, 2018, between Allegro and Cantor, as representative of the several underwriters of Allegro's initial public offering of units. Pursuant to the Amendment, the deferred underwriting commissions in an aggregate amount of $5,622,500 ('deferred underwriting commissions') which were originally payable by Allegro to Cantor upon the consummation of Allegro's initial business combination, will instead be allocated as follows: (i) $1,137,500 of the deferred underwriting commissions will be allocated to Piper, (ii) in Allegro's discretion, an amount of deferred underwriting commissions equal to four percent (4%) of the financing raised in connection with the proposed business combination by each of Odeon and the other banks or financial advisors that may be engaged by Allegro may be allocated to them, up to a maximum of $2,000,000, and (iii) the remainder of the deferred underwriting commissions will be allocated to Cantor.

Allegro's Board of Directors' Reasons for Approval of the Transactions

Allegro's board of directors and financial advisor reviewed various industry and financial data in order to determine that the consideration to be paid was reasonable and that the business combination was in the best interests of Allegro's stockholders. Specifically, Allegro's board of directors and financial advisor reviewed TGI Fridays' historical and projected financial statements, comparable publicly traded company analyses prepared by Allegro's management, an analysis of pro forma capital structure and trading multiples prepared by Allegro's management, a discounted cash flow analysis of TGI Fridays prepared by Allegro's management and the financial analyses of TGI Fridays prepared by Cassel Salpeter.

Allegro conducted a due diligence review of TGI Fridays that included: (i) an analysis of the casual dining industry; (ii) an analysis of TGI Fridays' business model; (iii) an analysis of TGI Friday's management team; (iv) a review of TGI Fridays' historical and projected financial results; and (v) a valuation analysis to enable Allegro's board of directors to ascertain the reasonableness of the merger consideration. During its negotiations with TGI Fridays, Allegro did not receive services from any financial advisor to assist it in determining what consideration to offer to TGI Fridays because its officers and directors believed that their experience and backgrounds were sufficient to enable them to make the necessary analyses and determinations.

Allegro's management has extensive and diverse experience in both operational management and investment and financial management and analysis and, in Allegro's opinion, management was suitably qualified to conduct the due diligence and other investigations and analyses required in connection with Allegro's search for a merger target. Eric S. Rosenfeld, Allegro's Chief Executive Officer, served as the Chairman and Chief Executive Officer of Arpeggio Acquisition Corp., Rhapsody Acquisition Corp., Trio Merger Corp., Quartet Merger Corp. and Harmony Merger Corp., five special purpose acquisition companies that completed business combinations in June 2006, July 2008, June 2013, October 2014 and July 2017, respectively. In addition, Mr.Rosenfeld has been a board member of 20 other public companies in a number of industries, in addition to having extensive experience in the investment industry and as a private investor. David D. Sgro, Allegro's Chairman and Chief Operating Officer served as the Chief Operating Officer of Harmony Merger Corp; the Chief Financial Officer of Quartet Merger Corp., Trio Merger Corp. and Rhapsody Acquisition Corp.; and as part of the deal team for Arpeggio Acquisition Corp. In addition, Mr.Sgro has extensive experience as a private company valuation analyst, an investment analyst, an investment banker and has served on 13 public company boards in the United States and Canada. More detailed descriptions of the experience of Allegro's executive officers are included in the section of this proxy statement titled 'Other Information Related to Allegro - Directors, Executive Officers.'

Additionally, Allegro's board of directors has extensive experience in operational and financial management, which Allegro believes makes it well qualified to oversee the due diligence efforts undertaken by Allegro's management and evaluate the merits of the business combination with TGI Fridays. Mr.Schauerman has a background in investment banking and was the Chief Financial Officer and head of corporate development for Primoris Services Corporation, which went public through a merger with Rhapsody Acquisition Corp. Mr.Schauerman also served as a director of Quartet Merger Corp and Harmony Merger Corp. Mr.Semler began his career as an accountant, specializing in the financial services industry and later moved into investment management. Mr.Semler spent the last 16 years of his career with an investment fund where he held numerous positions, including Chief Operating Officer. Mr.Schlemm was a co-founder of 24 Hour Fitness, one of the world's largest privately owned and operated fitness center chains. In addition, Mr.Schlemm served as a director for Arpeggio Acquisition Corp., Rhapsody Acquisition Corp. and Harmony Merger Corp. Mr.Deluce is the President and Chief Executive Officer, and was a founding member, of Porter Airlines. In addition, Mr.Deluce is a member of the board of directors of UBS Bank Canada and Betterez Inc. More detailed descriptions of the experience of Allegro's board of directors are included in the section of this proxy statement titled 'Other Information Related to Allegro - Directors, Executive Officers.'

The Allegro board of directors concluded that the business combination with TGI Fridays was in the best interests of Allegro's stockholders. In considering the business combination, Allegro's board of directors gave considerable weight to the factors listed below; however, in light of the number and complexity of the factors considered, Allegro's board of directors did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its decision. In addition, individual members of the Allegro board may have given different weight to different factors.

Longstanding Industry Leadership

Allegro's board of directors reviewed TGI Fridays' history in the casual dining industry. Founded in New York City in 1965, TGI Fridays has become an iconic name and now benefits from positive brand recognition throughout the world. TGI Fridays also has an internally developed customer loyalty program and application, which it is

leveraging to drive frequency of restaurant visits and/or off premises sales. Overall, Allegro's board viewed TGI Fridays' history in the casual dining space and the resulting consumer recognition as a significant positive factor in assessing the merits of an investment in TGI Fridays.

Diversification

Allegro's board of directors considered TGI Fridays' operational diversification. Specifically, Allegro's board of directors considered that, although TGI Fridays operates in only one industry and has only one brand, it has an international franchise presence and generates licensing revenue, two factors which partially offset industry specific risk.

TGI Fridays operates in the casual dining sector and has only one restaurant concept, which makes TGI Fridays vulnerable to cyclical factors that affect the restaurant industry and the casual dining sector in particular. Certain of TGI Fridays' competitors own more than one restaurant concept or own restaurant concepts that address different dayparts, niches or geographies. This diversification can help to insulate such competitors from trends that may impact only one segment of their operations.

Despite its lack of diversification with regard to restaurant concept and daypart, the accompanying risks are mitigated to a certain extent by the fact that TGI Fridays has an international presence, a predominantly franchised business model and a licensing business that generates a distinct revenue stream from its core operations. TGI Fridays has franchisees located in 58 countries (including the U.S.) and, as of December30, 2019, more than half of its 831 system-wide restaurants are located outside of the U.S. As such, unlike many of its domestic competitors, TGI Fridays' cash flows are not dependent on the U.S. market or any one international market. In addition, as of December30, 2019, 83% of the restaurants in TGI Fridays' system were franchised, including all of its international operations. TGI Fridays' franchise revenues are generated as a percentage of its franchisee's sales and there are very few associated costs relative to company owned restaurants, which have significant fixed cost bases. As a result, changes in same-store sales (both up and down) do not have as material an impact on TGI Fridays as they would for competitors who own and operate a higher percentage of their restaurants. TGI Fridays' highly franchised model helps to insulate its free cash flows from variability in same-store sales. Finally, during the fiscal year ended December31, 2018, TGI Fridays generated approximately $13million in revenues from consumer packaged goods licensing, which are independent from its core operations. Similar to franchised revenues, licensing revenues are generally high margin and require minimal capital expenditures or working capital. Licensing revenues are generated primarily from grocery sales, so they provide substantive diversification from the restaurant industry and could help to insulate TGI Fridays in the event of a general economic downturn, as consumers decrease spending on restaurant dining and opt for in home dining. This is a significant differentiating factor as most of TGI Fridays' competitors do not have a substantial licensing revenue stream.

Overall, Allegro's board believed that TGI Fridays' diverse revenue streams, in particular its international franchised operations and licensing revenue, provide substantive diversification benefits relative to its casual dining peers and more than offset risk arising from the fact that TGI Fridays operates in only one industry and has only one restaurant concept.

The Experience of TGI Fridays' Management

Allegro's board also considered the strength and industry experience of TGI Fridays' management team. TGI Fridays' executive officers have over 135 years of aggregate experience in the industry and over 86 years of aggregate experience at TGI Fridays. Ray Blanchette, TGI Fridays' Chief Executive Officer, spent 18 years in the TGI Fridays system before leaving to run Ignite Restaurant Group, Au Bon Pain and Ruby Tuesdays. At Ignite Restaurant Group Mr.Blanchette led a turnaround of the Joes Crab Shack brand, increasing average unit volumes (AUVs) over his seven year tenure. He also led the successful launch of the Brick House Tavern banner and consummated a successful initial public offering of Ignite Restaurant Group. Following this success, Mr.Blanchette left to reinvigorate the Au Bon Pain brand and ultimately oversaw its sale to Panera. Mr.Blanchette was tapped to run the turnaround of the Ruby Tuesdays franchise prior to joining TGI Fridays in October of 2018.

Since rejoining TGI Fridays, Mr.Blanchette has made significant upgrades to TGI Fridays' management team, hiring John Neitzel as the President and Chief Operating Officer of Franchised Operations and Jim Mazany as the Chief Operating Officer of Corporate Restaurants. Mr.Neitzel spent more than 28 years in the TGI Fridays system before leaving in 2010 to run Bar Louie, a casual dining bar and grill concept. Mr.Mazany spent approximately 15 years in the TGI Fridays system before leaving in 2005 to help Mr.Blanchette with the turnaround of Ignite Restaurant Group. These senior level additions have resulted in substantive changes to the regional and restaurant level management teams at TGI Fridays, as well. Each of these three individuals has been tasked with different strategic initiatives from high level strategy like brand positioning to operational issues like complaint resolution.

Due to their depth of experience within the brand, TGI Fridays' management team has a strong understanding of what has made TGI Fridays so successful during its more than 50 year operational history. In addition, each of these executives has had substantial experience running other casual dining concepts. Accordingly, Allegro's board of directors concluded that the significant experience of TGI Fridays' management team makes them well positioned to execute on TGI Fridays' strategic initiatives.

Growth Prospects

The Allegro board of directors also gave careful consideration to TGI Fridays' growth prospects. Over the past few years, TGI Fridays' company-owned and franchised restaurants have experienced domestic same-store sales declines that have resulted in declining average unit volumes and decreased profitability. These same-store sales declines have put pressure on certain locations and have resulted in net restaurant closures in the domestic market.

From September 2018 through November30, 2019, TGI Fridays repurchased 108 franchise locations from less profitable franchisees. While certain of the purchased units are not currently profitable and thus neutral to TGI Fridays' overall EBITDA, the restaurants had been highly profitable under former management. TGI Fridays believes that these restaurants were poorly managed, as evidenced by the superior performance of company owned restaurants in adjacent markets over the past three years. With the proper oversight, TGI Fridays' management and Allegro's board believed that these locations had the ability to generate materially higher EBITDA and free cash flows in subsequent years.

Similarly, TGI Fridays' management team also believes that there was an opportunity to significantly improve sales and margins at the restaurants that TGI Fridays has continued to own and manage. While these restaurants have performed better than many of their domestic franchised peers on an AUV basis, TGI Fridays' management team believes that there is opportunity for both top and bottom line growth in these restaurants. The new management team, led by Ray Blanchette, has instituted a five pillar plan to turn around both company owned locations as well as franchised units. First, the team is working to improve the customer experience. This effort began with the replacement of underperforming regional and restaurant level managers and retraining both management and restaurant staff with regard to appropriate policies and procedures. Second, TGI Fridays is relaunching its bar to reclaim some of the bar heritage that has been lost over the years. Since its inception through the development of 'bartending with flair' and the innovation of cocktails like the Long Island Iced Tea, TGI Fridays had been at the forefront of the bar industry. However, prior management and ownership had made changes to the bar that deemphasized this aspect of the business in favor of a more family-friendly atmosphere. TGI Fridays' bar sales had previously represented a materially higher proportion of total sales, and efforts are now being made to return to the historical proportion. TGI Fridays' management believes that this bar heritage is a differentiator for TGI Fridays. In particular, TGI Fridays will be changing lighting, AV equipment, seating and the bar menu with the aim to bring back customers that have been lost to competitors. Third, the management team has implemented a more dynamic menu with different offerings for different dayparts and value offerings for traditionally slower midweek days. This strategy will be used to drive traffic at times where the restaurants have excess capacity. Fourth, TGI Fridays' management team has enhanced TGI Fridays' digital marketing effort and taken advantage of its loyalty program. TGI Fridays' mobile ordering application has been downloaded approximately two million times. TGI Fridays intends to more aggressively use geolocation services to deliver targeted promotions to its loyalty members and anticipates adding to its rewards program in order to encourage repeat behavior. Fifth, TGI Fridays has elected to focus on its off-premises channel and work to take advantage of both third party delivery and take out sales. TGI Fridays' management team aims to continue to refine online ordering, menu pricing and fees in an attempt to maximize profitability through these channels. Through these five initiatives, Allegro's board of directors believes that TGI Fridays' management team can reinvigorate company owned and franchised sales growth.

Allegro's board believes that there is an opportunity for TGI Fridays to expand its international presence. With 446 international locations as of December30, 2019, TGI Fridays has the most international locations of a U.S.-based casual dining company, but there remains significant space for growth in both its core international markets and in new markets around the world. Allegro's board of directors believes that the significant investment that TGI Fridays has made over many years to build out and support an international operation give TGI Fridays a competitive advantage relative to many of its casual dining peers.

Allegro's board of directors also believes that TGI Fridays can continue to grow its licensing revenue stream. TGI Fridays has taken advantage of its brand equity by licensing the use of its name and trademarks for the sale of consumer packaged goods through various food products manufacturers. These products include frozen appetizers like potato skins and mozzarella sticks, salty snacks like potato chips, and malt beverages. TGI Fridays receives a percentage of wholesale revenues from such sales and is not directly involved with the development, manufacturing or marketing of products sold, which makes the revenue stream more profitable relative to TGI Fridays' other operations. TGI Fridays' licensing

revenues have grown at a 9% compound average growth rate since 2016, and are expected to continue to grow as a result of: (i) recent product launches, such as refrigerated ribs, pre-mixed cocktails (international) and frozen appetizers (international); (ii) the anticipated 2020 launch of refrigerated dips in the U.S. and frozen appetizers in the UK, which is TGI Fridays' largest international market; and (iii) inflation and increases in food pricing as its licensing stream is dependent upon wholesale sales rather than the underlying profitability of the products sold. Overall, Allegro's board of directors believes that the historical and expected future growth of TGI Fridays' licensing business adds significant value.

Allegro's board of directors considered the fact that continued domestic same-store sales declines could have a significant negative effect on TGI Fridays' free cash flow generating capacity. However, Allegro's board of directors also believes that the risk of continued domestic same-store sales declines is mitigated by the turnaround plan that TGI Fridays is implementing and that the potential for growth in company owned restaurants, foreign units and licensing revenues has the potential to create value for shareholders.

Asset Light Business Model

Allegro's board of directors considered the capital needs of TGI Fridays because businesses with higher capital needs tend to be less attractive than businesses with lower capital needs. Businesses that require more working capital or capital expenditures to fund growth typically have lower returns on capital, which makes growth less valuable to shareholders. The restaurant industry is generally viewed as a capital intensive industry due to the buildout costs for a new restaurant as well as the maintenance capital expenditures that are required to keep a restaurant in good operating condition. However, if a restaurant is franchised, that capital expenditure burden is borne by the franchisee, not the franchisor. Since 83% of TGI Fridays' restaurants were franchised as of December30, 2019, TGI Fridays is only responsible for the maintenance and upkeep for 17% of its branded restaurants. Although part of TGI Fridays' management's turnaround plan includes acquiring underperforming franchise units and investing capital, Allegro's board of directors believes that these capital expenditures will be outweighed by the increase in sales projected for such units. Additionally, most of TGI Fridays' new restaurant growth is expected to be in international markets, where TGI Fridays is 100% franchised. Accordingly, TGI Fridays will benefit from its franchisees' capital expenditures to the extent the franchisees also benefit from those expenditures. TGI Fridays also participates in the consumer packaged goods industry through its licensing deals with major food manufacturers. Since TGI Fridays is not responsible for the development, manufacturing or distribution of these products, there are no working capital or capital expenditure requirements associated with this business. Given the low percentage of company owned restaurants and TGI Fridays' consumer packaged goods licensing business, Allegro's board considers TGI Fridays to be a fairly asset light business and a high return on capital business with an opportunity to generate significant shareholder value through its growth.

Free Cash Flow Potential

Allegro's board of directors considered TGI Fridays' ability to generate free cash flow. Allegro's board considers free cash flow generation to be of paramount importance because of the weight investors place on the present value of future free cash flows. In addition, Allegro's board believes that free cash flow generation is essential in order to pay down debt and/or pay dividends to shareholders. TGI Fridays generated a large portion of its EBITDA for its 2018 fiscal year from franchising and licensing revenues, both of which require minimal working capital or capital expenditures. As such, Allegro's board of directors believes that a significant amount of TGI Fridays' EBITDA can be converted into free cash flow.

The Allegro board of directors also reviewed projected pro forma metrics with respect to the combined company. Based on these metrics, assuming that Allegro retains the minimum amount of cash to meet the Minimum Cash Condition under the Merger Agreement and utilizes excess cash to pay down debt, the post-closing company would have generated just more than $1.00 per share in free cash flow in the last twelve month period (assuming closing had occurred on July31, 2019), which represents a free cash flow yield of approximately 10%. Free cash flow yield is calculated by subtracting pro forma interest expense, taxes and capital expenditures from EBIT and dividing by the per share trust value. Allegro's board of directors viewed this projected cash flow generating capacity, relative to the transaction value, as extremely attractive and believed that these cash flows have the potential to create significant value for Allegro's shareholders.

Competitive Dynamics

Allegro's board of directors considered the industry in which TGI Fridays competes and TGI Fridays' competitive positioning within that industry. TGI Fridays operates in the international restaurant industry and the casual dining sector of the industry in particular, both of which are typically categorized as intensely competitive

with very few barriers to entry (other than capital expenditures required to open restaurants), numerous competitors in most markets and few if any switching costs for consumers. As such, pricing, quality and service are extremely important to attract and retain customers. In addition to competing against other casual dining concepts, TGI Fridays must also compete with quick service (fast food) restaurants, emerging fast casual restaurants and higher end full service restaurants. The trend towards convergence in grocery, deli and restaurant services may also increase the number and variety of competitors. The impact of this competitive environment can be seen in TGI Fridays' declining domestic same-store sales over the past three years.

Consumers in the casual dining sector are influenced by advertising spending, which requires companies like TGI Fridays to continue to spend money on marketing or risk losing market share. TGI Fridays generates significantly more revenue than many of its local and regional competitors due to the comparative size of its domestic restaurant base. Because TGI Fridays funds its advertising campaigns through monthly contributions based on a percentage of gross sales at these restaurants, TGI Fridays may have a larger advertising budget and, consequently, a competitive advantage relative to such competitors. However, some of TGI Fridays' larger national competitors have higher revenue bases and thus larger advertising budgets, which places TGI Fridays at a competitive disadvantage relative to the larger chains.

The casual dining industry is characterized by the capital intensive nature of its operations. Building a new restaurant requires a substantive capital investment with an uncertain return, and restaurants require constant maintenance and regular renovations in order to remain appealing to customers. This capital intensity tends to constrain returns on invested capital. TGI Fridays has elected to pursue an asset light franchised business model where the franchisee bears most of these capital costs. However, competitors may use any number of other business models.

The industry is also characterized by the high fixed cost nature of its operations. This fixed cost base includes rent or mortgage costs for the facility, build out costs, salaries and utilities, among others. As such, the profitability of restaurants can vary significantly with relatively small changes in revenues. While TGI Fridays is insulated from much of this due to its heavily franchised business model, TGI Fridays' company-owned restaurants are subject to this variability. In addition, TGI Fridays requires a certain amount of infrastructure and overhead to run its business as a whole, and changes in both franchised and company-owned revenue can have an outsized impact on TGI Fridays' profitability. As such, Allegro's board of directors believed that TGI Fridays is in a similar competitive position to its franchised competitors.

Additionally, Allegro's board of directors considered that TGI Fridays has the largest international presence relative to its large U.S. peers. Allegro's board of directors believes that the international infrastructure and development pipeline that TGI Fridays has cultivated over its long history of international operations gives it a distinct competitive advantage over many of its smaller competitors.

Allegro's board of directors generally viewed the casual dining industry in general as a negative factor due to low barriers to entry, low switching costs, capital intensity and the high fixed cost nature of the industry. However, the board of directors believes that TGI Fridays is well positioned within the industry due to its longstanding reputation, heavily franchised business model and its well-developed international platform.

TGI Fridays' Ability to Execute its Business Plan After the Business Combination Using its Own Available Cash Resources since Part of the Cash Held in Allegro's Trust Account May be Used to Pay Allegro's Public Stockholders who Exercise their Conversion Rights

Allegro's board of directors considered the risk that the current public stockholders of Allegro would demand to convert their public shares for cash upon consummation of the Transactions, thereby reducing the amount of cash available to Allegro following the Transactions or causing a condition under the Merger Agreement not to be met. The board deemed this risk to be no worse with regard to TGI Fridays than it would be with regard to other target companies and believes that, given TGI Fridays' strong free cash flow generation capacity and its potential ability to fund its growth from internally generated funds, TGI Fridays will still be able to implement its business plan, even if the full amount of the funds deposited in the trust account is not available to the combined company at closing.

Key Risks and Uncertainties

Allegro's board of directors also considered a variety of uncertainties, risks, and other potentially negative factors relevant to the business combination. Some of the most prominent risks considered include: competition in the restaurant industry, general economic conditions, foreign exchange rates, TGI Fridays' debt service capacity,

food costs, changing consumer demand, TGI Fridays' labor relations, food safety issues, and TGI Fridays' relations with its franchisees and licensees. For a full list of risk factors, please see the section of this proxy statement titled 'Risk Factors.' Overall, Allegro's board of directors determined that the positive aspects of the business combination outweighed the potential risk factors.

Valuation

Based on a review of comparable publicly traded companies, a discounted cash flow analysis and the board's significant transaction experience, Allegro's board of directors agreed upon and negotiated terms which they felt were in the best interest of Allegro's stockholders. The board used the analyses described below to estimate the likely range of values at which TGI Fridays could be expected to trade in the public market.

Comparable Company Analysis

Allegro's management primarily relied upon a comparable company analysis to assess the value that the public markets would likely ascribe to Allegro following the merger with TGI Fridays. Allegro's management compiled a list of publicly traded casual dining companies that it believed are as similar as possible to TGI Fridays, carefully considering the material differences between TGI Fridays and such companies. Allegro's management selected 11 publicly traded companies for review and analysis and divided this comparable company set into two distinct categories: (i) franchised ('Franchised') and (ii) company-owned ('Company-Owned'). Allegro's management considered Franchised concepts to be those with over 50% of their restaurants owned by franchisees and Company-Owned concepts to be those with zero to 50% of their restaurants owned by franchisees. Allegro's management considered this to be the most distinguishing feature within the comparable company group because a higher percentage of the EBITDA generated by franchised concepts translates into free cash flow than for company-owned restaurants due to the higher level of capital expenditures required to build and maintain company-owned restaurants. Allegro's management attempted to normalize this difference by also reviewing multiples of EBITDA less capital expenditures in addition to multiples of EBITDA. Allegro's management and board focused on EBITDA multiples, rather than multiples of EBITDA less capital expenditures, because this is the standard measure of profitability used by investors in the restaurant sector, despite this issue of comparability across Franchised and Company-Owned concepts.

Observed Multiples as of November6, 2019

($ in thousands, except per share data)

Despite the similar nature of each of the above companies, there are several relevant differences that Allegro's board considered. As noted above, Allegro's board believes that there is a significant difference between EBITDA generated by companies that are heavily Franchised and those that are heavily Company Owned. As shown, the Franchised company median enterprise value to EBITDA multiple is 12.5x vs 8.8x for the Company-Owned comparable companies. Since TGI Fridays is a largely Franchised model, with 83% of its restaurants owned and operated by franchisees as of December30, 2019, Allegro's board has placed greater weight on the multiples on which both Dine Brands and Denny's Corporation trade. As such, Allegro believes that, based on this factor alone, the market should ascribe to TGI Friday's a multiple that is above the combined comparable company median of 10.1x.

The comparable companies above also differ with regard to their diversification. Allegro's board viewed diversification as an important factor since the restaurant sector can be cyclical and diversification may help shield companies from some of this risk. While all of the comparable companies operate in the casual dining sector, six of them have more than one brand that they operate under, five of them have international operations and none have significant licensing operations. TGI Fridays has only one casual dining concept and the Allegro board thus viewed TGI Fridays less favorably than six of the comparable companies with regard to concept diversification. With more than 50% of its restaurants located internationally, TGI Fridays has more international diversification than any of the comparable companies and, accordingly, the Allegro board viewed this factor favorably for TGI Fridays. Allegro's board placed additional consideration on this point as the cyclical nature of the casual dining industry tends to be more regional and thus international diversification is an important factor in the reduction of this risk. Finally, none of the comparable companies derive a comparably high percentage of their profitability from licensing revenue. This point of diversification was viewed favorably by Allegro's board of directors because TGI Fridays' license revenue is derived from consumer packaged goods (grocery sales), which is viewed as a cheaper alternative for consumers given an economic downturn, thus providing additional protection from industrywide cyclicality.

Allegro also considered the recent operating performance of each of the comparable companies. Each of the companies above has different levels of unit growth characteristics and same-store sales trends. Given TGI Fridays' declining unit count along with same-store sales trends that are well below any of the comparable companies, Allegro's board viewed TGI Fridays negatively relative to the group from an operating performance standpoint.

Given TGI Fridays' positive aspects with regard to diversification, licensing, and franchise revenue mix, offset by its poor recent operating performance, Allegro's board believes that TGI Fridays should trade near the comparable company median of 10.1x LTM enterprise value to EBITDA. On a pro forma basis, this transaction results in a LTM July 2019 EV/Adjusted EBITDA multiple of 8.0x. As such, Allegro's board of directors believes that this transaction is in the best interests of its shareholders.

Projections Furnished by TGI Fridays to Allegro

TGI Fridays provided Allegro with its internally prepared projections for the fiscal years ending December 2020 through 2024. Allegro has modified these projections to account for public company costs ($1.5million per year), interest expense and taxes. The public company costs were added due to the fact that, upon the completion of a merger with Allegro, TGI Fridays will incur additional costs such as directors' fees, Nasdaq listing fees, additional audit fees and SEC reporting costs. For its levered free cash flow analysis, Allegro included interest expense assuming that all excess cash would be used to pay down TGI Fridays' outstanding debt. In addition, Allegro reduced the free cash flow projections using an effective tax rate of 26%. With respect to marketing spend, TGI Fridays indicated to Allegro that it plans to spend incremental marketing above its normal budget as part of its strategy to drive traffic into TGI Fridays restaurants. Allegro did not consider any of TGI Fridays' net operating losses as it is uncertain if the benefits of these tax losses will be retained following the Transactions.

The projections were not prepared with a view to public disclosure or in accordance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants

for preparation and presentation of prospective financial information. These projections were prepared solely for internal use, capital budgeting and other management purposes, are subjective in many respects and therefore susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments, and were not intended for third-party use, including by investors or holders. You are cautioned not to rely on the projections in making a decision regarding the business combination, as the projections may be materially different than actual results.

The projections reflect numerous assumptions including assumptions with respect to company operated units, temporarily increased marketing spending, franchised units and domestic and international same-store sales trends, all of which are difficult to predict. These assumptions along with numerous others are subject to the risks and uncertainties contained in the section of this proxy statement titled 'Risk Factors.' The financial projections for revenue and costs are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond TGI Fridays' control. There will be differences between actual and projected results, including due to updated plans which reduce or eliminate the planned temporary increase in marketing spending for 2020; therefore, actual results may be materially greater or materially less than those contained in the projections. The inclusion of the projections in this proxy statement should not be regarded as an indication that TGI Fridays or its representatives considered or consider the projections to be a reliable prediction of future events, and undue reliance should not be placed on the projections.

The projections were requested by, and disclosed to, Allegro for use as a component in its overall evaluation of TGI Fridays and are included in this proxy statement on that account. TGI Fridays has not warranted the accuracy, reliability, appropriateness or completeness of the projections to anyone, including to Allegro. Neither TGI Fridays' management nor any of its representatives has made or makes any representation to any person regarding the ultimate performance of TGI Fridays compared to the information contained in the projections, and none of them intends to or undertakes any obligation to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the projections are shown to be in error. Accordingly, they should not be looked upon as 'guidance' of any sort. Allegro will not refer back to these forecasts in its future periodic reports filed under the Exchange Act.

Neither Allegro's independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information. The projections used by Allegro in its analysis of TGI Fridays are summarized below (in millions of dollars, except percentages):

Unlevered Free Cash Flow Projection

Discounted Cash Flow Analysis

Allegro's board of directors reviewed a discounted cash flow analysis that was prepared by Allegro's management team in order to determine the approximate price at which the combined company would trade in the public markets. A discounted cash flow analysis uses projected future free cash flows discounted back to the present using a risk adjusted rate in order to determine the value of an asset. Allegro's management applied this valuation technique to assist the board of directors in determining the present value of TGI Fridays' operations, or enterprise value. Allegro used TGI Fridays' internally generated projections through fiscal year 2024 (as shown above) as the basis for Allegro's free cash flow assumptions.

As discussed above, there are a number of key assumptions in these projections and Allegro has generally relied on the assumptions provided by the management team. Allegro's management used both a levered and unlevered free cash flow model to estimate the intrinsic value of Allegro following the merger with TGI Fridays. These approaches and the resulting equity values are detailed below:

(1) Allegro took expected levered cash flows (after interest expense) through 2024 and discounted them at a required equity rate of return of 14.0%. Over the last 90 years, equity rates of return (as measured by the S&P 500) have averaged 10.0%. Therefore the 14.0% rate used in this analysis is substantively higher than typical public company equity expected rates of return. Allegro has taken a more conservative approach because the risks inherent in the turnaround being implemented by TGI Fridays represent a higher degree of risk than the typical S&P 500 company. As such, Allegro believes that an equity level investor would require a premium return in order to invest at present. Allegro's management team also used a terminal multiple of 15.0x free cash flow, which is slightly below the comparable company median, but reflects the risk associated with TGI Fridays' higher level of debt. Other key assumptions include an interest rate of 6.2% (TGI Fridays' current borrowing rate), contingent consideration is earned by the sellers and warrants are exercised on a cashless basis. The resulting present value of these cash flows to equity holders is between approximately $13.50 and $16.00 per share of Allegro common stock (range of values reflects no redemptions to maximum redemptions allowable to meet the minimum cash closing condition).

(2) Allegro took expected unlevered cash flows (before interest expense) through 2024 and discounted them at an estimated weighted average cost of capital of 9.3%. The weighted average cost of capital was derived from the aforementioned 14.0% cost of equity and an after tax cost of debt of 4.6% (TGI Fridays' borrowing rate of 6.2% on an after tax basis), both equally weighted. Other key assumptions are that contingent consideration is earned by the sellers and warrants are exercised on a cashless basis. Allegro's management used a terminal multiple of 10.0x EBITDA (in line with the comparable company median). The resulting present value of these cash flows to all holders (debt and equity) is approximately between $14.70 and $16.10 per share (range of values reflects no redemptions to maximum redemptions allowable to meet the minimum cash closing condition).

Opinion of Financial Advisor

In making its determination with respect to the business combination, Allegro's board of directors also considered the financial analysis reviewed by Cassel Salpeter with the Allegro board, and the oral opinion of Cassel Salpeter to the Allegro board (which was subsequently confirmed in writing by delivery of Cassel Salpeter's written opinion dated the same date), as to, as of November8, 2019, (i) the fairness, from a financial point of view, to Allegro of the consideration to be paid by Allegro in the business combination pursuant to the Merger Agreement and (ii) whether TGI Fridays had a fair market value equal to at least 80% of the balance of funds in Allegro's trust account. See '- Opinion of Financial Advisor to the Board of Directors of Allegro.'

Opinion of Financial Advisor to Allegro

On November8, 2019, Cassel Salpeter rendered its oral opinion to the board of directors of Allegro (which was confirmed in writing by delivery of Cassel Salpeter's written opinion dated such date), to the effect that, as of November8, 2019 and based on and subject to the assumptions, limitations, qualifications and other matters considered in the preparation of such opinion, (i) the consideration to be issued and paid by Allegro in the Transactions pursuant to the Merger Agreement was fair, from a financial point of view, to Allegro and (ii) Midco had a fair market value equal to at least 80% of the balance of funds in Allegro's trust account (the 'Trust Fund') (less any deferred underwriting commissions and taxes payable on interest earned).

The summary of Cassel Salpeter's opinion in this proxy statement is qualified in its entirety by reference to the full text of the written opinion, which is included as Annex B to this proxy statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Cassel Salpeter in preparing its opinion. However, neither Cassel Salpeter's written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to any stockholder as to how such stockholder should act or vote with respect to any matter relating to the proposed merger or otherwise.

The opinion was addressed to the board of directors for the use and benefit of the members of the board (in their capacities as such) in connection with the board's evaluation of the Transactions. Cassel Salpeter's opinion was just one of the several factors the board took into account in making its determination to recommend the Transactions, including those described elsewhere in this proxy statement.

The opinion only addressed whether, as of the date of such opinion, (a) the consideration to be issued and paid by Allegro in the Transactions pursuant to the Merger Agreement was fair, from a financial point of view, to Allegro and (b) Midco had a fair market value equal to at least 80% of the balance of funds in Allegro's trust account. It did not address any other terms, aspects, or implications of the Transactions or the Merger Agreement, including, without limitation, (i) other than assuming the consummation thereof in accordance with the Merger Agreement, the Distribution or the Second Merger, (i) any term or aspect of the Transactions not susceptible to financial analysis, (ii) the fairness of the Transactions, or all or any portion of the consideration, to any security holders of Allegro, Midco or any other person or any creditors or other constituencies of Allegro, Midco or any other person, (iii) the appropriate capital structure of Allegro or whether Allegro should be issuing debt or equity securities or a combination of both, (iv) the terms under which the current equityholders of TGI Fridays, which Cassel Salpeter understood included certain equityholders of Allegro, acquired their interest in TGI Fridays, including, without limitation, the value or amount of the consideration paid by such equityholders for such equity interest relative to the consideration being issued and paid by Allegro pursuant to the Merger Agreement, nor (v) the fairness of the amount or nature, or any other aspect, of any compensation or consideration payable to or received by any officers, directors, or employees of any parties to the Transactions, or any class of such persons, relative to the consideration in the Transactions pursuant to the Merger Agreement or otherwise. Cassel Salpeter did not express any view or opinion as to (x) what the value of Allegro common stock actually would be when issued in the Transactions, (y) the prices at which shares of Allegro common stock or Midco shares may trade, be purchased or sold at any time, including without limitation, for purposes of assessing the contingent consideration, or (z) the conditions under which the contingent consideration is payable pursuant to the Merger Agreement or the timing or likelihood of achieving such conditions. In addition, Cassel Salpeter did not make any representation or warranty regarding the adequacy of its opinion or the analyses underlying its opinion for the purpose of Allegro's compliance with the terms of its constituent documents, the rules of any securities exchange or any other general or particular purpose.

Cassel Salpeter's opinion did not address the relative merits of the Transactions as compared to any alternative transaction or business strategy that might have existed for Allegro, or the merits of the underlying decision by the board of directors or Allegro to engage in or consummate the Transactions. The financial and other terms of the Transactions were determined pursuant to negotiations between the parties to the Merger Agreement and were not determined by or pursuant to any recommendation from Cassel Salpeter. In addition, Cassel Salpeter was not authorized to, and Cassel Salpeter did not, solicit indications of interest from third parties regarding a potential transaction involving Allegro.

Cassel Salpeter's analysis and opinion were necessarily based upon market, economic, and other conditions, as they existed on, and could be evaluated as of the date of the opinion. Accordingly, although subsequent developments could arise that would otherwise affect its opinion, Cassel Salpeter did not assume any obligation to update, review, or reaffirm the opinion to the board or any other person or otherwise to comment on or consider events occurring or coming to Cassel Salpeter's attention after the date of the opinion.

In arriving at its opinion, Cassel Salpeter made such reviews, analyses, and inquiries as Cassel Salpeter deemed necessary and appropriate under the circumstances. Among other things, Cassel Salpeter:

• Reviewed a draft, dated November7, 2019, of the Merger Agreement.

• Reviewed certain publicly available financial information and other data with respect to Allegro and TGI Fridays that Cassel Salpeter deemed relevant.

• Reviewed certain other information and data with respect to Allegro and TGI Fridays made available to Cassel Salpeter by Allegro and TGI Fridays, including financial projections with respect to the future financial performance of TGI Fridays prepared by, and adjusted based on discussions with, management of TGI Fridays (the 'Projections') and other internal financial information furnished to Cassel Salpeter by or on behalf of Allegro and TGI Fridays.

• Considered and compared the financial and operating performance of TGI Fridays with that of companies with publicly traded equity securities that Cassel Salpeter deemed relevant.

• Considered the publicly available financial terms of certain transactions that Cassel Salpeter deemed relevant.

• Compared the implied enterprise value reference ranges of Midco to the balance, as provided by Allegro management, of the Trust Fund.

• Discussed the business, operations and prospects of TGI Fridays and the proposed Transactions with Allegro's and TGI Fridays' management and certain of Allegro's and TGI Fridays' representatives.

• Conducted such other analyses and inquiries, and considered such other information and factors as Cassel Salpeter deemed appropriate.

For purposes of its analysis and opinion, Cassel Salpeter assumed at Allegro's direction, that (i) the Midco Shares were, and as of immediately prior to the Distribution would be, the sole asset of Holdings, (ii) the liquidation value per share of Allegro common stock was equal to $10.15 (the 'Per Share Liquidation Value'), and (iii) the Per Share Liquidation Value was a reasonable basis upon which to evaluate Buyer Common Stock and Buyer. For purposes of its analysis and opinion Cassel Salpeter, with Allegro's consent, evaluated whether Midco had a fair market value equal to at least 80% of the Trust Fund solely upon the basis of a comparison of the implied enterprise value reference ranges of Midco indicated by Cassel Salpeter's financial analysis with the balance of the Trust Fund (less any deferred underwriting commissions and taxes payable on interest earned), which Allegro advised Cassel Salpeter and Cassel Salpeter, for purposes of its analysis and opinion, assumed did not and would not exceed $147,796,295.

In arriving at its opinion, Cassel Salpeter, with Allegro's consent, relied upon and assumed, without independently verifying, the accuracy and completeness of all of the financial and other information that was supplied or otherwise made available to Cassel Salpeter or available from public sources, and Cassel Salpeter further relied upon the assurances of Allegro's and TGI Fridays' management that they were not aware of any facts or circumstances that would have made any such information inaccurate or misleading. Cassel Salpeter is not a legal, tax, accounting, environmental, or regulatory advisor, and Cassel Salpeter did not express any views or opinions as to any legal, tax, accounting, environmental, or regulatory matters relating to Allegro, TGI Fridays, the Transactions, or otherwise. Cassel Salpeter understood and assumed that Allegro had obtained or would obtain such advice as it deemed necessary or appropriate from qualified legal, tax, accounting, environmental, regulatory, and other professionals.

With Allegro's consent, Cassel Salpeter assumed that the Projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of TGI Fridays with respect to the future financial performance of Holdings and, after giving effect to the Distribution, Midco. Cassel Salpeter assumed, at Allegro's direction, that the Projections provided a reasonable basis upon which to analyze and evaluate Holdings and, after giving effect to the Distribution, Midco and form an opinion. Cassel Salpeter expressed no view with respect to the Projections or the assumptions on which they were based. Cassel Salpeter did not evaluate the solvency or creditworthiness of Allegro, Holdings, Midco or any other party to the Transactions, the fair value of Allegro, Holdings, Midco or any of their respective assets or liabilities, or whether Allegro, Holdings, Midco or any other party to the Transactions is paying or receiving reasonably equivalent value in the Transactions under any applicable foreign, state, or federal laws relating to bankruptcy, insolvency, fraudulent transfer, or similar matters, nor did Cassel Salpeter evaluate, in any way, the ability of Allegro, Holdings, Midco or any other party to the Transactions to pay its obligations when they come due. Cassel Salpeter did not physically inspect Allegro's, Holdings', or Midco's properties or facilities and did not make or obtain any evaluations or appraisals of Allegro's, Holdings' or Midco's assets or liabilities (including any contingent, derivative, or off-balance-sheet assets and liabilities). Cassel Salpeter did not attempt to confirm whether Allegro, Holdings or Midco had good title to their respective assets. Cassel Salpeter's role in reviewing any information was limited solely to performing such reviews as it deemed necessary to support its own advice and analysis and was not on behalf of the board of directors, Allegro, or any other party.

Cassel Salpeter assumed, with Allegro's consent, that the Transactions would be consummated in a manner that complies in all respects with applicable foreign, federal, state, and local laws, rules, and regulations and that, in the course of obtaining any regulatory or third party consents, approvals, or agreements in connection with the Transactions, no delay, limitation, restriction, or condition would be imposed that would have an adverse effect on Allegro, Holdings, Midco or the Transactions. Cassel Salpeter assumed, with Allegro's consent, that the final executed form of the Merger Agreement would not differ in any material respect from the draft Cassel Salpeter reviewed and that the Transactions would be consummated on the terms set forth in the Merger Agreement, without waiver, modification, or amendment of any term, condition, or agreement thereof that would be material to Cassel Salpeter's analyses or opinion. Cassel Salpeter also assumed that the representations and warranties of the parties to the Merger Agreement contained therein were true and correct and that each such party would perform all of the covenants and agreements to be performed by it under the Merger Agreement. Cassel Salpeter offered no opinion as to the contractual terms of the Merger Agreement or the likelihood that the conditions to the consummation of the Transactions set forth in the Merger Agreement would be satisfied. TGI Fridays also advised Cassel Salpeter, and Cassel Salpeter assumed, that for U.S. federal tax income purposes the Transactions would qualify as a plan of reorganization within the meaning of Section 368 of the Code.

In connection with preparing its opinion, Cassel Salpeter performed a variety of financial analyses. The following is a summary of the material financial analyses performed by Cassel Salpeter in connection with the preparation of its opinion. It is not a complete description of all analyses underlying such opinion. The preparation of an opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. As a consequence, neither Cassel Salpeter's opinion nor the respective analyses underlying its opinion is readily susceptible to partial analysis or summary description. In arriving at its opinion, Cassel Salpeter assessed as a whole the results of all analyses undertaken by it with respect to the opinion. While it took into account the results of each analysis in reaching its overall conclusions, Cassel Salpeter did not make separate or quantifiable judgments regarding individual analyses and did not draw, in isolation, conclusions from or with regard to any individual analysis or factor. Therefore, Cassel Salpeter believes that the analyses underlying the opinion must be considered as a whole and that selecting portions of its analyses or the factors it considered, without considering all analyses and factors underlying the opinion collectively, could create a misleading or incomplete view of the analyses performed by Cassel Salpeter in preparing the opinion.

The implied valuation reference ranges indicated by Cassel Salpeter's analyses are not necessarily indicative of actual values nor predictive of future results, which may be significantly more or less favorable than those suggested by such analyses. Much of the information used in, and accordingly the results of, Cassel Salpeter's analyses are inherently subject to substantial uncertainty.

The following summary of the material financial analyses performed by Cassel Salpeter in connection with the preparation of its opinion includes information presented in tabular format. The tables alone do not constitute a complete description of these analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses Cassel Salpeter performed.

For purposes of its analyses, Cassel Salpeter reviewed a number of financial metrics, including the following:

• EBITDA - generally the amount of the relevant company's earnings before interest, taxes, depreciation and amortization for a specified time period.

• Enterprise Value - generally the value as of a specified date of the relevant company's outstanding equity securities (taking into account its options and other outstanding convertible securities) plus the value as of such date of its net debt (the value of its outstanding indebtedness, preferred stock and minority interests less the amount of cash on its balance sheet).

For purposes of its analyses, Cassel Salpeter considered the implied value of the closing consideration to be issued and paid in the Transactions of $30,000,000, the implied value of the contingent consideration to be issued in the Transactions of $0 to $20,300,000 and implied value of the merger consideration to be issued and paid in the Merger of $30,000,000 to $50,300,000 based upon the liquidation value per share of Allegro common stock of $10.15, which Allegro's board of directors advised Cassel Salpeter, and Cassel Salpeter, at the direction of the board, assumed was a reasonable basis upon which to evaluate Allegro's common stock.

Share prices for the selected companies used in the selected companies analysis described below were as of November6, 2019, and the relevant values for the selected transactions analysis described below were calculated on an enterprise value basis based on the consideration proposed to be paid in the selected transactions. Estimates of financial performance for the selected companies listed below were based on publicly available research analyst estimates for those companies, and estimates of financial performance for Midco, after giving effect to the Distribution, were based on the Projections.

Discounted Cash Flow Analysis

Cassel Salpeter performed a discounted cash flow analysis of Midco based on the Projections. In performing this analysis, Cassel Salpeter applied discount rates ranging from 13.0% to 14.0% and perpetual growth rates of 1.50% to 2.50% to Midco's projected free cash flows. This analysis indicated an implied enterprise value reference range of approximately $357,000,000 to $412,200,000 for Midco. After deducting net debt of approximately $346,684,000 as of September 30, 2019, the discounted cash flow analysis indicated an implied equity value reference range of approximately $10,316,000 to $65,516,000, as compared to the implied value of the Merger Consideration to be issued and paid in the Merger of $30,000,000 to $50,300,000.

Selected Companies Analysis

Cassel Salpeter considered certain financial data for Midco and selected companies with publicly traded equity securities Cassel Salpeter deemed relevant. The financial data reviewed included Enterprise Value as a multiple of the relevant company's EBITDA for the latest twelve months for which financial data was publicly available, or 'LTM EBITDA,' Enterprise Value as a multiple of estimated EBITDA for the year ending December 31, 2020, or '2020 E EBITDA,' and Enterprise Value as a multiple of estimated EBITDA for the year ending December 31, 2021, or '2021 E EBITDA.' The selected companies with publicly traded equity securities were:

Companies with >50% Franchised Units

• Denny's Corporation

• Dine Brands Global, Inc.

Companies with <50% Franchised Units

• Darden Restaurants, Inc.

• Cracker Barrel Old Country Store, Inc.

• Texas Roadhouse, Inc.

• The Cheesecake Factory Incorporated

• Bloomin' Brands, Inc.

• Brinker International, Inc.

• BJ's Restaurants, Inc.

• Red Robin Gourmet Burgers, Inc.

• Chuy's Holdings, Inc.

Cassel Salpeter calculated the following multiples with respect to the selected companies:

Taking into account the results of the selected companies analysis, Cassel Salpeter applied multiples of 6.0x to 7.0x to TGI Fridays' EBITDA for the last twelve months ended September 30, 2019, 8.0x to 9.0x to TGI Fridays' projected EBITDA for the year ending December 31, 2020, and 7.0x to 8.0x to TGI Fridays' projected EBITDA for the year ending December 31, 2021, which indicated an implied enterprise value reference range of

approximately $350,300,000 to $400,700,000 for Midco. After deducting net debt of approximately $346,684,000 as of September 30, 2019, the selected companies analysis indicated an implied equity value reference range for Midco of approximately $3,616,000 to $54,016,000, as compared to the implied value of the merger consideration to be issued and paid in the Transactions of $30,000,000 to $50,300,000.

None of the selected companies have characteristics identical to TGI Fridays. An analysis of selected publicly traded companies is not mathematical; rather it involves complex considerations and judgments concerning differences in financial and operating characteristics of the selected companies and other factors that could affect the public trading values of the companies reviewed.

Selected Transactions Analysis

Cassel Salpeter considered certain financial data for TGI Fridays and the financial terms of the following business transactions Cassel Salpeter deemed relevant. The financial data reviewed included Enterprise Value (calculated based on the consideration to be paid in the relevant transaction) as a multiple of trailing twelve months, or 'TTM,' EBITDA. The selected transactions were:

Cassel Salpeter calculated the following multiples with respect to the selected transactions:

Taking into account the results of the selected transactions analysis, Cassel Salpeter applied multiples of 7.0x to 8.0x to TGI Fridays' EBITDA for the last twelve months ended September 30, 2019, which indicated an implied enterprise value reference range of approximately $352,100,000 to $402,400,000 for Midco. After deducting net debt of approximately $346,684,000 as of September 30, 2019, the selected transactions analysis indicated an implied equity value reference range for Midco of approximately $5,416,000 to $55,716,000, as compared to the implied value of the merger consideration to be issued and paid in the Transactions of $30,000,000 to $50,300,000.

None of the target companies or transactions in the selected transactions have characteristics identical to TGI Fridays or the proposed Transactions. Accordingly, an analysis of selected business combinations is not mathematical; rather it involves complex considerations and judgments concerning differences in financial and operating characteristics of the target companies in the selected transactions and other factors that could affect the respective acquisition values of the transactions reviewed.

Implied Value Reference Range of Midco Compared to Trust Fund Balance

Cassel Salpeter also compared the implied aggregate enterprise value reference range of Midco indicated by Cassel Salpeter's financial analyses of $350,300,000 to $ 412,200,000 with the balance of the funds remaining in Buyer's trust account, which Allegro advised Cassel Salpeter and Cassel Salpeter, for purposes of its analysis and opinion, assumed did not and would not exceed $147,006,000.

Other Matters Relating to Cassel Salpeter's Opinion

As part of its investment banking business, Cassel Salpeter regularly is engaged in the evaluation of businesses and their securities in connection with mergers, acquisitions, corporate restructurings, private placements and other purposes. Cassel Salpeter is a recognized investment banking firm that has substantial experience in providing financial advice in connection with mergers, acquisitions, sales of companies, businesses and other assets and other transactions. Cassel Salpeter became entitled to receive a fee of $85,000 for rendering its opinion, no portion of which is contingent upon the completion of the Transactions. In addition, Allegro agreed to reimburse Cassel Salpeter for certain expenses incurred by it in connection with its engagement and to indemnify Cassel Salpeter and its related parties for certain liabilities that may arise out of its engagement or the rendering of its opinion. In accordance with Cassel Salpeter's policies and procedures, a fairness committee of Cassel Salpeter was not required to, and did not, approve the issuance of Cassel Salpeter's opinion.

Satisfaction of 80% Test

It is a requirement under Allegro's charter that any business acquired by Allegro have a fair market value equal to at least 80% of the balance of the funds in the trust account (exclusive of deferred underwriting commissions and taxes payable) at the time of the execution of a definitive agreement for an initial business combination. Based on the financial analysis of Fridays generally used to approve the business combination described herein, the Allegro board of directors determined that this requirement was met. The board determined that consideration being paid in the business combination, which amount was negotiated at arms-length, was fair to and in the best interests of Allegro and its stockholders and appropriately reflected Allegro's value. In reaching this determination, the board concluded that it was appropriate to base such valuation on qualitative factors such as management strength and depth, competitive positioning, diversification and business model as well as quantitative factors such as Fridays' historical operating performance and its potential for future growth in revenues and profits. Allegro's board of directors believed that the financial skills and background of its members qualified it to conclude that the acquisition of Fridays met this requirement. In addition, Allegro's board of directors considered the financial analysis reviewed by Cassel Salpeter with the Allegro board, and the oral opinion of Cassel Salpeter to the Allegro board (which was subsequently confirmed in writing by delivery of Cassel Salpeter's written opinion dated the same date), as to, as of November8, 2019, whether Fridays had a fair market value equal to at least 80% of the balance of funds in Allegro's trust account.

Interests of Allegro's Directors, Officers and Others in the Business Combination

When you consider the recommendation of Allegro's board of directors in favor of approval of the Merger Proposal, you should consider that Allegro's initial stockholders, including its directors and executive officers, have interests in such proposal that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:

• If the business combination with TGI Fridays or another business combination is not consummated by March31, 2020 (or such later date as approved by Allegro's stockholders), Allegro will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the 3,737,500 founder shares held by Allegro's initial stockholders and their permitted transferees, which were acquired for an aggregate purchase price of $25,000 prior to Allegro's initial public offering, would be worthless because Allegro's initial stockholders are not entitled to participate in any redemption or distribution with respect to such shares, as will the 322,500 private placement units that were acquired simultaneously with the IPO for an aggregate purchase price of $3,225,000. Such common stock and units had an aggregate market value of $41,755,575 based upon the closing price of $10.26 and $10.57 of the common stock and units, respectively, on Nasdaq on March2, 2020.

• It is expected that Eric S. Rosenfeld and David D. Sgro will be directors of Allegro following the business combination (assuming they are elected at this meeting). As such, in the future each may receive cash fees, stock options or stock awards that the Allegro board of directors determines to pay to its directors.

• In connection with Allegro's initial public offering, Eric S. Rosenfeld, Allegro's Chief Executive Officer, has agreed that he will be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by certain claims of target businesses or vendors or other entities that are owed money by Allegro for services rendered, contracted for or products sold to Allegro. If Allegro is unable to complete a business combination within the required time period, Mr.Rosenfeld will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Allegro for services rendered or contracted for or products sold to Allegro, but only if such a vendor or target business has not executed such a waiver.

• If Allegro is unable to complete a business combination within the required time period, it will pay the costs of any subsequent liquidation from its remaining assets outside of the trust account. If such funds are insufficient, Mr.Rosenfeld has agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and has agreed not to seek repayment for such expenses.

• All rights specified in Allegro's charter relating to the right of officers and directors to be indemnified by Allegro, and of Allegro's officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after a business combination. If the business combination is not approved and Allegro liquidates, Allegro will not be able to perform its obligations to its officers and directors under those provisions.

• In connection with Allegro obtaining the extension of time to complete an initial business combination, the initial stockholders have loaned Allegro an aggregate of $781,699.17 for the Contributions necessary to secure such extension. These loans are evidenced by non-interest bearing notes and are repayable by Allegro upon consummation of the business combination. If the business combination is not consummated, the notes will not be repaid and will be forgiven except to the extent of any funds held outside of the trust account.

• Eric Rosenfeld invested $500,000 in TriArtisan TGIF Partners LLC, an entity that purchased units of Holdings as part of the October 2019 sale of all units held by affiliates of Sentinel, an owner of the TGI Fridays business, and other equityholders of TGI Fridays, to an affiliate of TriArtisan and others. If the Merger Proposal is approved and the business combination with TGI Fridays is consummated, Mr.Rosenfeld's investment will represent an indirect investment in an aggregate of 65,266shares of Allegro common stock. If the Merger Proposal is not approved and the business combination is not consummated, Mr.Rosenfeld's investment will remain an indirect investment in the TGI Fridays business

Recommendation of Allegro's Board of Directors

After careful consideration of the matters described above, Allegro's board of directors determined that each of the Merger Proposal, the Charter Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal, if presented, are fair to and in the best interest of Allegro's stockholders and unanimously recommends that you vote or give instructions to vote 'FOR' each of these proposals.

The foregoing discussion of the information and factors considered by the Allegro board of directors is not meant to be exhaustive, but includes the material information and factors considered by the Allegro board of directors.

Material Federal Income Tax Consequences of the Transactions to Allegro and its Securityholders

The following section is a summary of the material United States federal income tax consequences of the Transactions to holders of Allegro common stock who are United States persons. This discussion addresses only those Allegro common stockholders that hold their common stock as a capital asset within the meaning of Section 1221 of the Code, and does not address all the U.S. federal income tax consequences that may be relevant to particular holders in light of their individual circumstances or to holders that are subject to special rules, such as:

• financial institutions;

• investors in pass-through entities;

• tax-exempt organizations;

• dealers in securities or currencies;

• traders in securities that elect to use a mark to market method of accounting;

• persons that hold Allegro common stock as part of a straddle, hedge, constructive sale or conversion transaction; and

• persons who are not citizens or residents of the United States.

This section is based upon the Code, applicable treasury regulations promulgated thereunder, published rulings and court decisions, all as currently in effect as of the date of its opinion, and all of which are subject to change, possibly with retroactive effect. Tax considerations under state, local, and foreign laws, or federal laws other than those pertaining to the income tax, are not addressed.

The parties to the Merger Agreement have not requested and do not intend to request any ruling from the Internal Revenue Service as to the U.S. federal income tax consequences of the business combination. Accordingly, there can be no assurance that the IRS will not challenge these opinions or that a court would not sustain such a challenge.

It is anticipated that no gain or loss will be recognized by Allegro or by the Allegro stockholders if their conversion rights are not exercised.

It is also anticipated that an Allegro stockholder who exercises conversion rights and effects a termination of the stockholder's interest in Allegro will be required to recognize gain or loss upon the exchange of that stockholder's Allegro common stock for cash. Such gain or loss will be measured by the difference between the amount of cash received and the tax basis of that stockholder's shares of Allegro common stock being converted to cash. This gain or loss will be a capital gain or loss if such shares were held as a capital asset on the date of Merger and will be a long-term capital gain or loss if the holding period for the shares of Allegro Common Stock is more than one year.

This discussion is intended to provide only a summary of the material U.S. federal income tax consequences of the business combination. It does not address tax consequences that may vary with, or are contingent on, your individual circumstances. In addition, the discussion does not address any non-income tax or any foreign, state or local tax consequences of the Transactions. Accordingly, you are strongly urged to consult with your tax advisor to determine the particular U.S. federal, state, local or foreign income or other tax consequences to you of the business combination.

Anticipated Accounting Treatment

Allegro anticipates the Transactions will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Allegro will be treated as the acquired company and Midco will be treated as the acquirer for financial reporting purposes.

Regulatory Matters

The Transactions are not subject to any additional federal or state regulatory requirement or approval, except for filings with the applicable state offices necessary to effectuate the Mergers.

Required Vote

The approval of the Merger Proposal will require the affirmative vote of the holders of a majority of the then outstanding shares of Allegro common stock present and entitled to vote at the annual meeting. Additionally, the Transactions will not be consummated if Allegro would have less than $5,000,001 of net tangible assets immediately prior to or upon consummation of the Transactions, after taking into account the holders public shares who properly demanded that Allegro convert their public shares into their pro rata share of the trust account.

The approval of the Merger Proposal is a condition to the consummation of the Transactions. If the Merger Proposal is not approved, the other proposals (except an Adjournment Proposal, as described below) will not be presented to the stockholders for a vote.

As of the date of this proxy statement, Allegro does not believe there will be any changes or waivers that Allegro's directors and officers would be likely to make after stockholder approval of the Merger Proposal has been obtained. While certain changes could be made without further stockholder approval, Allegro will circulate a new or amended proxy statement and resolicit Allegro's stockholders if changes to the terms of the transaction that would have a material impact on its stockholders or represent a fundamental change in the proposals being voted upon.

THE ALLEGRO BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE ALLEGRO STOCKHOLDERS VOTE 'FOR' THE APPROVAL OF THE MERGER PROPOSAL.

THE MERGER AGREEMENT

For a discussion of the structure of the Transactions, consideration and indemnification provisions of the Merger Agreement, see the section of this proxy statement titled 'The Merger Proposal.' Such discussion and the following summary of other material provisions of the Merger Agreement is qualified by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement. All stockholders are encouraged to read the Merger Agreement in its entirety for a more complete description of the terms and conditions of the Transactions.

Closing and Effective Time of the Business Combination

The closing of the business combination will take place on the third business day following the satisfaction or waiver of the conditions described below under the subsection entitled 'Conditions to the Closing of the Business Combination,' unless Allegro and TGI Fridays agree in writing to another time. The business combination is expected to be consummated as soon as practicable after the annual meeting of Allegro's stockholders described in this proxy statement.

Representations and Warranties

Except as limited below, the Merger Agreement contains representations and warranties of Allegro, Merger Sub, Holdings and each of Holdings' subsidiaries generally relating, among other things, to:

• organization and qualification;

• authority relative to the Merger Agreement;

• required filings and consents;

• no conflict;

• capitalization;

• compliance;

• SEC reports and financial statements;

• undisclosed liabilities;

• absence of certain changes or events;

• ownership of assets

• real property

• intellectual property

• permits;

• tax matters;

• employee benefit plans;

• environmental matters;

• contracts;

• related party transactions;

• franchisees and suppliers of TGI Fridays;

• labor matters;

• litigation and governmental orders;

• insurance;

• brokers;

• restrictions on business activities;

• anti-corruption matters;

• board approval;

• TGI Fridays' reorganization transaction with the prior controlling owner of TGI Fridays;

• listing of Allegro's securities;

• Allegro's trust account;

• matters relating to Allegro's status as a special purpose acquisition company; and

• emerging growth company status of Allegro.

Covenants

Allegro, Merger Sub, Holdings, and each of Holdings' subsidiaries have each agreed to take such actions as are necessary, proper or advisable to consummate the Transactions. Each of them has also agreed to continue to operate their respective businesses in the ordinary course consistent with past practices prior to the closing and Allegro and Merger Sub have agreed not to, and Holdings has agreed to cause its subsidiaries not to, take the following actions, among others, except as permitted by the Merger Agreement, without the prior written consent of the other party:

• Waive any stock repurchase rights, accelerate, amend or (except as specifically provided for herein) change the period of exercisability of options or restricted stock, or reprice options granted under any employee, consultant, director or other stock plans or authorize cash payments in exchange for any options granted under any of such plans;

• Abandon, allow to lapse, transfer, sell, assign, or license to any person or otherwise extend, amend or modify any material intellectual property rights or enter into grants to transfer or license to any person future patent rights, other than in the ordinary course of business, provided that (in the case of Holdings' subsidiaries) in no event shall the acquired companies license on an exclusive basis or sell, transfer, or otherwise dispose of or abandon any intellectual property rights or material assets of the acquired companies;

• Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any equity interest (other than any such dividend or distribution by a subsidiary of Holdings to Holdings or another subsidiary of Holdings), or split, combine or reclassify any equity interest or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any equity interest;

• Purchase, redeem or otherwise acquire, directly or indirectly, in the case of Holdings' subsidiaries, any equity interest of Allegro or a subsidiary of Holdings (other than pursuant to agreements entered into in connection with the Reorganization) or, in the case of Allegro, any equity interest of a subsidiary of Allegro;

• Issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any equity interest or any securities convertible into or exchangeable for equity interests, or subscriptions, rights, warrants or options to acquire any equity interests or any securities convertible into or exchangeable for equity interests, or enter into other agreements or commitments of any character obligating it to issue any such equity interests or convertible or exchangeable securities;

• Amend its charter or other organizational documents;

• Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a material portion of the assets of, or by any other manner, any business or any corporation, partnership, association, or other business organization or division thereof, or otherwise acquire or agree to acquire outside the ordinary course of business any assets which are material, individually or in the aggregate, to the business of Holdings or Allegro, as applicable, or enter into any joint ventures, strategic partnerships or alliances, or other arrangements that provide for exclusivity of territory or otherwise restrict a subsidiary of Holdings' or Allegro's, as applicable, ability to compete or to offer or sell any products or services to other persons. For purposes of this paragraph, 'material' includes the requirement that, as a result of such transaction, financial statements of the acquired, merged, or consolidated entity be included in this proxy statement;

• Sell, lease, license, encumber or otherwise dispose of any properties or assets, except (A) sales in the ordinary course of business, and (B) the sale, lease or disposition of property or assets that are not material, individually or in the aggregate, to the business of the Allegro, on the one hand, or Holdings' subsidiaries, on the other;

• Incur any indebtedness for borrowed money or guarantee any such indebtedness of another person or persons (other than affiliates in the ordinary course of business), issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Allegro or a subsidiary of Holdings, as applicable, enter into any 'keep well' or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing;

• Increase any benefits under any employee plan, grant any severance or termination pay, pay any special bonus or special remuneration, or increase the compensation payable or paid, whether conditionally or otherwise, to any employee, officer, director or consultant of any of the acquired companies or enter into or adopt any new severance plan, or amend, modify, or alter in any material respect any employee plan (in each case, other than (A) in the ordinary course of business or (B) required by legal requirements or required pursuant to the terms of an existing employee plan, an existing employment, consulting, change of control, severance or similar agreement, or any transaction bonus agreement with any current or former director, officer, employee or consultant);

• Enter into any employment contract or collective bargaining agreement (other than in the ordinary course of business consistent with past practice);

• Pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation for an amount greater than $100,000 (in the case of Allegro) or $500,000 (in the case of Holdings' subsidiaries) (whether or not commenced prior to the date of this Agreement) other than the payment, discharge, settlement or satisfaction of any claims, liabilities, or obligations in the ordinary course of business consistent with past practices or in accordance with their terms, or recognized or disclosed in TGI Fridays' financials or Allegro's SEC reports, as applicable, or incurred since the date of such financial statements, or waive the benefits of, agree to modify in any material manner, terminate, release any person from or knowingly fail to enforce any material confidentiality or similar agreement, to which Allegro, Holdings, or any of its subsidiaries is a party or beneficiary, as applicable (other than with customers and other counterparties in the ordinary course of business consistent with past practices);

• Except in the ordinary course of business consistent with past practices, modify in any material respect or terminate (other than in accordance with its terms) certain contracts, or waive, delay the exercise of, release, or assign any material rights or claims thereunder;

• Except as required by legal requirements or GAAP, revalue any of its assets in any material manner or make any material change in accounting methods, principles or practices;

• Except in the ordinary course of business consistent with past practices, incur or enter into any contract requiring the payment in excess of $1,000,000 in any 12month period;

• Make, revoke, amend, or rescind any tax elections, enter into or amend any agreement or settlement or compromise with any taxing authority, execute any waiver of restrictions on assessment or collection of any tax, or change any method of accounting for tax purposes or prepare or file any tax return in a manner materially inconsistent with past practice, except as required by legal requirements;

• Form or establish any subsidiary except in the ordinary course of business consistent with prior practice or as contemplated by the Merger Agreement;

• Make capital expenditures in excess of previously budgeted amounts;

• Enter into any material transaction with or distribute or advance any assets or property to any of its officers, directors, partners, stockholders, managers, members or other Affiliates other than (A) the payment of salary and benefits and the advancement of expenses in the ordinary course of business consistent with prior practice, (B) with respect to Holdings' subsidiaries, the payment of a management and other fees as provided in the Management Services Agreement, dated October16, 2019, by and between TriArtisan Capital Advisors LLC and TGI Friday's Inc., (C) with respect to Holdings' subsidiaries, such distributions or advancements by a subsidiary of Holdings to Holdings or another subsidiary of Holdings, or (D) with respect to Allegro, loans from affiliates for working capital purposes made in strict compliance with the provisions of the Merger Agreement; or

• Agree in writing or otherwise agree or commit to take any of the foregoing actions.

The Merger Agreement also contains additional covenants of the parties, including covenants providing for:

• Allegro and TGI Fridays to prepare and file this proxy statement;

• the protection of confidential information of the parties and, subject to the confidentiality requirements, the provision of reasonable access to information. See the section of this proxy statement titled 'The Merger Agreement - Confidentiality; Access to Information';

• the parties to use commercially reasonable efforts to do all things necessary, proper or advisable to consummate and make effective the Transactions, including obtaining all necessary approvals from governmental agencies and other third parties;

• TGI Fridays and its affiliates to waive their rights to make claims against Allegro to collect from the trust account any monies that may be owed to them by Allegro (except in certain limited exceptions);

• Allegro to use its best efforts to keep the Allegro common stock and warrants listed for trading on Nasdaq through the consummation of the business combination and thereafter Allegro and Holdings' subsidiaries will use commercially reasonable efforts to continue the listing for trading of the Allegro common stock and warrants;

• the parties not to solicit or enter into discussions or transactions with any third party regarding any merger, sale of ownership interests or assets of the other party;

• Allegro to maintain tail directors' and officers' liability insurance policies for a period of six years following the Transactions;

• Affiliates of Holdings' subsidiaries to repay any amounts owed by them to Holdings' subsidiaries, cause any guaranty made by a subsidiary of Holdings to a third party for the payment or performance of any obligations of any affiliate to be terminated and, other than the Midco equityholders after the Distribution (solely by virtue of their ownership of equity interest in Midco) and as otherwise set forth in the Merger Agreement, cease to own any direct equity interest in any Holdings subsidiary or in any other entity that uses the name 'TGI Friday's', 'Friday's' or any derivative thereof;

• TGI Fridays to provide periodic financial information to Allegro through the closing;

• Allegro to cause the trust account to be distributed immediately upon consummation of the Transactions and to pay all liabilities and obligations of Allegro due or incurred at or prior to the date of closing, including (i) payment to the holders of public shares who elect to convert their shares into cash, (ii) payment of Allegro's income and other tax obligations, (iii) repayment of loans included on Allegro's consolidated balance sheet as of the closing and permitted under the Merger Agreement and reimbursement of expenses to directors and officers of Allegro, (iv) to third parties (e.g., professionals, printers, etc.) who have rendered services to Allegro in connection with its operations and efforts to effect the Transactions, and (v) as payment of cash consideration to electing TGI Fridays equityholders;

• through the closing of the business combination, Allegro shall be allowed to borrow funds from its directors, officers and/or stockholders to meet its reasonable capital requirements;

• Holdings to use commercially reasonable efforts to cause each Midco equityholder to agree not to transfer, subject to certain exceptions, the shares of Allegro common stock received in connection with the Transactions until the earlier to occur of (i) December15, 2020, (ii) subsequent to the closing date, the date on which Allegro completes a liquidation, merger, stock exchange or other similar transaction that results in all holders of Allegro common stock having the right to exchange their shares of common stock for cash, securities or other property, and (iii) the date on which the closing price of a share of Allegro common stock on Nasdaq equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period commencing at least 150 days following the closing date;

• at or prior to the closing of the business combination, Allegro shall execute and deliver a Registration Rights Agreement pursuant to which, among other things, Allegro will agree to register for resale under the Securities Act the shares of Allegro common stock to be issued to the TGI Fridays equityholders; and

• Allegro to terminate certain agreements with affiliates at or prior to the closing.

Conditions to the Closing of the Transactions

General Conditions

Consummation of the business combination is conditioned on: (i) the Allegro stockholders approving the Merger Proposal, Charter Proposals, and Director Election Proposal; (ii) Allegro having at least $5,000,001 of net tangible assets immediately prior to or upon consummation of the Transactions after taking into account holders of public shares that have properly demand conversion of their public shares into cash; (iii) no order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority or statute, rule or regulation that is in effect and prohibits or enjoins the consummation of the Transactions; and (iv) no material adverse effect with respect to Allegro or TGI Fridays shall have occurred between the date of the Merger Agreement and the Closing.

TGI Fridays' Conditions to Closing

The obligations of TGI Fridays to consummate the Transactions are also conditioned upon, among other things:

• the accuracy of the representations and warranties of Allegro and Merger Sub (subject to certain bring-down standards);

• performance of the covenants of Allegro and Merger Sub required by the Merger Agreement to be performed on or prior to the closing;

• Allegro satisfying the Minimum Cash Condition;

• Allegro and the persons currently party to the registration rights agreement in place among Allegro and certain of its shareholders executing and delivering the Registration Rights Agreement;

• resignations and appointments as specified in the Merger Agreement;

• the filing and effectiveness of amended and restated organizational documents of Allegro; and

• Allegro's common stock continuing to be listed on the Nasdaq Capital Market.

Allegro's and Merger Sub's Conditions to Closing

The obligations of Allegro and Merger Sub to consummate the Transactions are also conditioned upon, among other things:

• the accuracy of the representations and warranties of TGI Fridays (subject to certain bring-down standards);

• performance of the covenants of TGI Fridays required by the Merger Agreement to be performed on or prior to the closing; and

• the absence of insider loans.

Waivers

Either Allegro or TGI Fridays may waive any inaccuracies in the representations and warranties made to such party contained in the Merger Agreement or in any document delivered pursuant to the Merger Agreement and waive compliance with any agreements or conditions for the benefit of itself or such party contained in the Merger Agreement or in any document delivered pursuant to the Merger Agreement. Notwithstanding the foregoing, pursuant to Allegro's current amended and restated certificate of incorporation, Allegro cannot consummate the Transactions if it has less than $5,000,001 of net tangible assets immediately prior to or upon consummation of the Transactions after taking into account holders of public shares that have properly demand conversion of their public shares into cash.

Termination

The Merger Agreement may be terminated at any time, but not later than the closing, as follows:

• by mutual written consent of Allegro and TGI Fridays;

• by either Allegro or TGI Fridays if the Transactions are not consummated on or before March31, 2020, provided that the right to terminate the Merger Agreement will not be available to any party whose action or failure to act has been a principal cause of or primarily resulted in the failure of the Transactions to occur on or before such date and such action or failure to act constitutes a breach of the Merger Agreement;

• by either Allegro or TGI Fridays if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the merger, which order, decree, judgment, ruling or other action is final and non-appealable;

• by either Allegro or TGI Fridays if, at the Allegro stockholder meeting called to approve the Transactions, the matters presented to the stockholders fail to be approved by the required vote (subject to any adjournment or recess of the meeting).

• by either Allegro or TGI Fridays if Allegro has less than $5,000,001 of net tangible assets immediately prior to or upon consummation of the Transactions, after taking into account holders of public shares that have properly demand conversion of their public shares into cash;

• by TGI Fridays if the Minimum Cash Condition is not satisfied; or

• by either Allegro or TGI Fridays if the other party has breached any of its covenants or representations and warranties in any material respect which cannot be cured or, if curable, and has not been cured within thirty days of the notice of an intent to terminate, provided that the terminating party is itself not in material breach.

Fees and Expenses

All fees and expenses incurred in connection with the Merger Agreement and the Transactions will be paid by the party incurring such expenses whether or not the Transactions are consummated.

Confidentiality; Access to Information

Allegro and TGI Fridays will afford to the other party and its financial advisors, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to all of their respective properties, books, records and personnel during the period prior to the closing to obtain all information concerning the business, including the status of business development efforts, properties, results of operations and personnel, as each party may reasonably request. Allegro and TGI Fridays will maintain in confidence any non-public information received from the other party, and use such non-public information only for purposes of consummating the Transactions.

Amendments

The Merger Agreement may be amended by the parties thereto at any time prior to the closing of the Transactions by execution of an instrument in writing signed on behalf of each of the parties.

Governing Law; Consent to Jurisdiction

The Merger Agreement is governed by and construed in accordance with the law of the state of Delaware, regardless of the law that might otherwise govern under applicable principles of the conflicts of laws of Delaware. With respect to disputes related to the Merger Agreement, each party irrevocably consents to the exclusive jurisdiction and venue of the courts of the State of Delaware or the federal courts located in the State of Delaware.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The unaudited pro forma condensed combined statements of operations of Allegro for the year ended December30, 2019 combine the historical statements of operations of Allegro for the fiscal year ended December31, 2019 and the historical consolidated statements of operations of Midco for the fiscal year ended December30, 2019, adjusted to give pro forma effect to the Transactions and certain other events related to the business combination between Allegro and TGI Fridays, in each case, as if such Transactions and other events had been consummated on January1, 2019. In addition, the unaudited pro forma condensed combined statement of operations of Allegro for the year ended December30, 2019 gives pro forma effect to the Gold Coast Acquisition and Briad Acquisition as if each such acquisition had been consummated on January1, 2019. The unaudited pro forma condensed combined balance sheet of Allegro as of December30, 2019 combines the historical balance sheet of Allegro as of December31, 2019 and the historical consolidated balance sheet of Midco as of December30, 2019, adjusted to give pro forma effect to the Transactions and certain other events related to the business combination between Allegro and TGI Fridays, in each case, as if such Transactions and other events had been consummated on December30, 2019. In addition, the unaudited pro forma condensed combined balance sheet of Allegro as of December30, 2019 gives effect to the Briad Acquisition as if such acquisition had been consummated on December30, 2019. The Gold Coast Acquisition was consummated during TGI Fridays' 2019 fiscal year and, accordingly, is reflected in the consolidated balance sheet of Midco as of December30, 2019.

The historical combined financial statements have been adjusted in the unaudited pro forma condensed combined financial statements to give pro forma effect to events that are: (i) directly attributable to the Transactions; (ii) factually supportable; and (iii) with respect to the statement of operations, expected to have a continuing impact on Allegro's results following the completion of the business combination with TGI Fridays. The adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual adjustments may differ from the pro forma adjustments. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the Transactions, the events related to the business combination, the Gold Coast Acquisition and the Briad Acquisition (collectively, the 'Pro Forma Events'), and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined financial statements and related notes are presented for illustrative purposes only and should not be relied upon as an indication of operating results that Allegro would have achieved if the Pro Forma Events had taken place on the specified date. In addition, future results may vary significantly from the results reflected in the unaudited pro forma condensed combined financial statements and should not be relied on as an indication of the future results of Allegro.

The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:

• the accompanying notes to the unaudited pro forma condensed combined financial statements;

• the historical 2019 audited financial statements of Allegro included elsewhere in this proxy statement;

• the historical 2019 audited financial statements of Midco included elsewhere in this proxy statement;

• the historical 2019 audited financial statements of GC Restaurants, LLC included elsewhere in this proxy statement;

• the historical 2019 audited financial statements of Briad Restaurant Group, LLC included elsewhere in this proxy statement; and

• other information relating to Allegro and Midco contained in this proxy statement.

Under Allegro's charter, public stockholders have the right to demand that, upon consummation of the business combination, Allegro redeem their public shares for a full pro rata portion of the amount in the trust account as of two business days prior to the closing of the business combination. It is anticipated that this would amount to approximately $10.33084 per share calculated as of two (2) business days prior to the consummation of the business combination.

• Assuming No Conversions: This scenario assumes that no public shares are redeemed. Under this scenario, Cowen and the former equityholders of Midco will own approximately 17% of the Allegro common stock to be outstanding immediately after the business combination and the current Allegro stockholders will own approximately 83% of the outstanding Allegro common stock. Additionally, approximately $91million from the trust account distribution will be used to pay down Midco's outstanding acquisition notes and securitization facility.

• Assuming Maximum Conversions: This scenario assumes that 6,773,946 public shares are redeemed, resulting in an aggregate payment of approximately $69.3million out of the trust account to converting public stockholders. This assumption is based on the ability of Midco to terminate the Merger Agreement if Allegro does not meet the Minimum Cash Condition, thus establishing a floor for the remaining value of trust assets available post-transaction. Under this scenario, Cowen and the former equityholders of Midco will own approximately 27% of the Allegro common stock to be outstanding immediately after the business combination and the current Allegro stockholders will own approximately 73% of the outstanding Allegro common stock.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial statements have been prepared on the basis that the acquisition of Midco under the Merger Agreement has been accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Allegro will be treated as the acquired company and Midco will be treated as the acquirer for financial reporting purposes. The unaudited pro forma condensed combined financial information assumes no exercise of warrants, and excludes the potential issuance of the Contingent Consideration, as the issuance of the Contingent Consideration is dependent on the occurrence of certain future events.

One-time transaction-related expenses anticipated to be incurred prior to, or concurrent with, the closing of the business combination between Allegro and TGI Fridays are not included in the unaudited pro forma condensed combined statement of income. For the year ended December30, 2019, such transaction expenses were $1.8million. Management has identified an additional $6.0million of transaction-related expenses, to be incurred during the first quarter of 2020, primarily related to facilitation fees of $3.8million in connection with the Transactions.