Allegro Acquisition Corp

Purpose and business model

• Delaware corporation formed on August 7, 2017 to complete an initial public offering and pursue a business combination (merger, acquisition, or similar transaction) with one or more target businesses.
• Current plan is to identify, investigate, and, if warranted, acquire one or more operating businesses or entities, with a focus on long-term growth rather than short-term earnings.
• No agreements or understandings with any potential merger candidate as of the date of the filing; multiple potential targets may be considered but capital is limited.
• If a merger is completed, the company expects to be merged into or become a subsidiary of the target. SeeQC’s IPO is planned to occur simultaneously with the merger if the SeeQC path is pursued.

History of capital raises and liquidity

• Completed an IPO of 14,950,000 units at $10 each (including over-allotment) and a concurrent private placement of 372,500 private placement units, for gross proceeds of $149,500,000 and $3,725,000, respectively.
• Proceeds from the IPO and private placement were placed in a Trust Account.
• Delayed or canceled merger plans led to dissolution-related activities: public shares redeemed in 2020; remaining restricted cash distributed in 2021.
• Initial stockholders provided loans totaling $781,700 that may be forgiven if no merger occurs.
• As of December 31, 2025, cash balance was $98 and working capital deficit was $1,077,352.

Current operating status (as of 12/31/2025)

• No operating history and no revenue.
• No employees.
• No material ongoing business operations beyond evaluating and pursuing a merger.
• 4,110,000 shares of common stock remained outstanding after certain waivers.

Securities and related matters

• Previously listed on Nasdaq and later delisted; securities are not traded on any established market.
• Warrants and rights issued in the IPO and private placements include features such as:
  • Potential redemption by the company at $0.01 per warrant under certain stock-price conditions.
  • Rights and warrants may be amended with 65% holder approval.
  • Registration rights granted to initial stockholders and private placement holders, which may affect the market for the common stock.
• Warrant accounting was restated following SEC guidance; warrants are accounted for as liabilities with ongoing fair value measurement. The restatement generated additional costs and required management resources.

Planned strategic transaction (SeeQC)

• On January 16, 2026, the company entered into a merger agreement with SeeQC, Inc. and Merger Sub, Inc. under which Merger Sub would merge into the company, with the company surviving as a direct, wholly-owned subsidiary of SeeQC.
• Simultaneous with the merger, SeeQC intends to pursue an initial public offering of its common stock (the SeeQC IPO).
• The merger, the SeeQC IPO, and related transactions are expected to close in the first half of 2026, subject to the conditions in the merger agreement.
• If the transactions with SeeQC do not occur, the company may pursue a different strategic transaction.

Governance, risk, and regulatory context

• The company reports going-concern uncertainties related to cash and liquidity deficits.
• A material weakness in internal controls over financial reporting was identified related to warrant accounting.
• The company faces competition in identifying merger targets and potential conflicts of interest among officers, directors, and affiliated entities.
• Regulatory and compliance costs of maintaining public company status may affect operations and costs.
• Penny stock designation and lack of an on-market trading platform may affect liquidity and capital-raising ability.

Financial snapshot (as of 12/31/2025)

• Cash balance: $98
• Working capital deficit: $1,077,352
• Revenue: none
• Employees: 0
• Outstanding common shares: 4,110,000
• Trust Account funds were largely distributed during the dissolution process; loans from initial stockholders may be forgiven if no merger occurs.

Operational implications

• The company is currently pursuing a merger opportunity as its primary business activity.
• Future value depends on completing a merger transaction (with SeeQC or another target) and any resulting integration, financing, and regulatory approvals.
• Past accounting restatements and liquidity challenges may affect investor confidence and future capital-raising efforts.