{"url_path":"/sec/cik-0001720025/10-q/2026/item-1","section_key":"item-1","section_title":"Item 1 Financial Statements**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1720025/0001213900-26-056687-index.html","accession_number":"0001213900-26-056687","cik":"0001720025","ticker":null,"issuer_name":"Allegro Merger Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1720025/0001213900-26-056687-index.html","primary_entity_key":"0001720025","primary_entity_name":"Allegro Merger Corp."},"word_count":5476,"has_tables":true,"body_markdown":"**Item 1. Financial Statements**\n\n \n\n**Allegro Merger Corp.**\n\n**Consolidated Condensed Balance Sheets**\n\n**(Unaudited)**\n\n \n\n  \nMarch 31,\n2026  \nDecember 31,\n2025 \n\nASSETS \n   \n  \n\nCurrent assets: \n   \n  \n\nCash \n$2,749  \n$98 \n\nTotal current assets \n 2,749  \n 98 \n\nTotal assets \n$2,749  \n$98 \n\n  \n    \n   \n\nLIABILITIES AND STOCKHOLDERS’ DEFICIT \n    \n   \n\n  \n    \n   \n\nCurrent liabilities: \n    \n   \n\nAccounts payable \n 4,886  \n   \n\nNotes payable-related party \n 1,180,680  \n 1,077,450 \n\nTotal current liabilities \n 1,185,566  \n 1,077,450 \n\nWarrant liability \n 40  \n 40 \n\nTotal liabilities \n 1,185,606  \n 1,077,490 \n\n  \n    \n   \n\nStockholders’ deficit: \n    \n   \n\nPreferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding \n \n-\n  \n \n-\n \n\nCommon stock, $0.0001 par value; 40,000,000 shares authorized, 4,110,000 shares issued and outstanding as of March 31, 2026 and  December 31, 2025, respectively \n 411  \n 411 \n\nAdditional paid-in capital \n (16,951,418) \n (16,951,418)\n\nRetained earnings \n 15,768,150  \n 15,873,615 \n\nTotal stockholders’ deficit \n (1,182,857) \n (1,077,392)\n\nTotal liabilities and stockholders’ deficit \n$2,749  \n$98 \n\n \n\nThe accompanying notes are an integral part of\nthese unaudited consolidated condensed financial statements.\n\n \n\n1\n\n \n\n**Allegro Merger Corp.**\n\n**Consolidated Condensed Statements of Operations**\n\n**(Unaudited)**\n\n \n\n  \nThree months\nended\nMarch 31,\n2026  \nThree months\nended\nMarch 31,\n2025 \n\n  \n   \n  \n\nGeneral and administrative costs \n$108,908  \n$17,783 \n\nLoss from operations \n 108,908  \n 17,783 \n\n  \n    \n   \n\nOther Income \n 3,443  \n \n-\n \n\nIncome \n 3,443  \n \n-\n \n\n  \n    \n   \n\nNet income (loss) \n$(105,465) \n$(17,783)\n\n  \n    \n   \n\nWeighted average shares outstanding of common stock, basic and diluted \n 4,110,000  \n 4,110,000 \n\nBasic and diluted net loss per share \n$(0.00) \n$(0.00)\n\n \n\nThe accompanying notes are an integral part of\nthese unaudited consolidated condensed financial statements.\n\n \n\n2\n\n \n\n**Allegro Merger Corp.**\n\n**Consolidated Condensed Statements of Changes\nin Stockholders’ Deficit**\n\n**(Unaudited)**\n\n \n\n**For the three months ended March 31, 2026**\n\n \n\n  \nCommon Stock  \nAdditional\nPaid-In  \nRetained  \nStockholders’ \n\n  \nShares  \nAmount  \nCapital  \nEarnings  \nDeficit \n\n  \n   \n   \n   \n   \n  \n\nBalance at December 31, 2025 \n 4,110,000  \n$411  \n$(16,951,418) \n$15,873,615  \n$(1,077,392)\n\nNet loss \n -  \n \n-\n  \n \n-\n  \n (105,465) \n (105,465)\n\nBalance at March 31, 2026 \n 4,110,000  \n$411  \n$(16,951,418) \n$15,768,150  \n$(1,182,857)\n\n** **\n\n**For the three months ended March 31, 2025**\n\n \n\n  \nCommon Stock  \nAdditional\nPaid-In  \nRetained  \nStockholders’ \n\n  \nShares  \nAmount  \nCapital  \nEarnings  \nDeficit \n\n  \n   \n   \n   \n   \n  \n\nBalance at December 31, 2024 \n 4,110,000  \n$411  \n$(16,951,418) \n$15,946,320  \n$(1,004,687)\n\nNet loss \n -  \n \n-\n  \n \n-\n  \n (17,783) \n (17,783)\n\nBalance at March 31, 2025 \n 4,110,000  \n$411  \n$(16,951,418) \n$15,928,537  \n$(1,022,470)\n\n \n\nThe accompanying notes are an integral part of\nthese unaudited consolidated condensed financial statements.\n\n \n\n3\n\n \n\n**Allegro Merger Corp.**\n\n**Consolidated Condensed Statements of Cash Flows**\n\n**(Unaudited)**\n\n \n\n  \nFor the three months ended\nMarch 31, \n\n  \n2026  \n2025 \n\nCash flow from operating activities \n   \n  \n\nNet income (loss) \n$(105,465) \n$(17,783)\n\nAdjustments to reconcile net income (loss) to net cash used in operating activities: \n    \n   \n\nAccounts payable and accrued expenses \n 4,886  \n \n-\n \n\nNet cash used in operating activities \n (100,579) \n (17,783)\n\n  \n    \n   \n\nCash flows from financing activities \n    \n   \n\nProceeds from notes payable- related party \n 103,230  \n 19,000 \n\nNet cash provided by (used in) financing activities \n 103,230  \n 19,000 \n\n  \n    \n   \n\nNet change in cash \n 2,651  \n 1,217 \n\nCash at beginning of period \n 98  \n 103 \n\nCash at end of period \n$2,749  \n$1,320 \n\n \n\nThe accompanying notes are an integral part of\nthese unaudited consolidated condensed financial statements.\n\n \n\n4\n\n \n\n**Allegro Merger Corp.**\n\n**Notes to Consolidated Condensed Financial Statements**\n\n**(unaudited)**\n\n \n\n**Note 1 — Organization and Plan of Business\nOperations**\n\n** **\n\nAllegro Merger Corp. (the\n“Company”) was incorporated in Delaware on August 7, 2017 as a blank check company whose objective is to acquire, through\na merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one\nor more businesses or entities (a “Business Combination”).\n\n \n\nAll activity through March\n31, 2026 relates to the Company’s formation, the Company’s initial public offering of units (“Initial Public Offering”)\ndescribed below and, since the Initial Public Offering, the search for a prospective initial Business Combination.\n\n \n\nThe registration statement\nfor the Company’s Initial Public Offering was declared effective on July 2, 2018. On July 6, 2018, the Company consummated\nthe Initial Public Offering of 14,950,000 units (“Units” and, with respect to the common stock included in the Units being\noffered, the “Public Shares”), including 1,950,000 Units issued pursuant to the exercise in full of the underwriters’\noverallotment option, generating gross proceeds of $149,500,000, which is described in Note 3. Each Unit consisted of one share of the\nCompany’s common stock, $0.0001 par value, one redeemable common stock purchase warrant (the “Warrants”) and one right\n(the “Rights”). Each Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per\nshare (see Note 7). Each Right entitles the holder to receive one tenth (1/10) of one share of common stock upon the completion of a Business\nCombination.\n\n \n\nSimultaneously with the closing\nof the Initial Public Offering, the Company consummated the sale of 372,500 units (“Private Units”), at a price of $10.00\nper Private Unit in a private placement to certain of the Initial Stockholders (defined below), Cantor Fitzgerald & Co. and Chardan\nCapital Markets LLC (collectively, the “Insiders”), generating gross proceeds of $3,725,000, which is described in Note 4.\n\n \n\nFollowing the closing of\nthe Initial Public Offering on July 6, 2018, an amount of $149,500,000 ($10.00 per Unit) from the net proceeds of the sale of the\nUnits in the Initial Public Offering and the Private Units was placed in a trust account (“Trust Account”) and was invested\nin United States government treasury bills, bonds or notes, having a maturity of 180 days or less or in money market funds meeting certain\nconditions under Rule 2a-7 promulgated under the Investment Company Act.\n\n \n\nOn July 6, 2018, in connection\nwith the underwriters’ election to fully exercise their over-allotment option, the Company consummated the sale of an additional\n1,950,000 Units, at $10.00 per Unit.\n\n \n\n*Dissolution of Trust Account;\nDelisting and Deregistration of Securities*\n\n \n\nPursuant to the Charter,\non March 31, 2020, the Company began the process of liquidating and distributing to its public stockholders their pro rata portion of\nthe funds contained in the Trust Account, including interest earned on the amounts on deposit, less amounts that be released to the Company\nto pay franchise and income taxes and up to $100,000 of interest which may be released to the Company to pay dissolution expenses. On\nApril 21, 2020, all of the public shares were redeemed at a per share redemption price of $10.30. On August 23, 2021, we distributed the\nremaining restricted cash pro rata, to our former public stockholders in the amount of $129,957. The restricted cash balance represented\nthe unused portion of our dissolution allowance and allowance for taxes.\n\n \n\nAn aggregate of approximately\n$781,700 of loans made by the initial stockholders to the Company in connection with extensions of time to complete an initial business\nwill not be repaid and will be forgiven if we are unable to consummate a business combination and determine to liquidate and dissolve.\n\n \n\n5\n\n \n\n**Allegro Merger Corp.**\n\n**Notes to Consolidated Condensed Financial Statements**\n\n**(unaudited)**\n\n \n\nThe initial stockholders\nwaived their redemption rights with respect to the common stock issued prior to the Company’s initial public offering and the common\nstock underlying the Private Units. Accordingly, such initial stockholders did not participate in the redemption and an aggregate of 4,110,000\nshares of common stock remain outstanding. Additionally, the Company’s rights and warrants remain outstanding.\n\n \n\nOn April 20, 2020, Nasdaq\nfiled a Form 25 to delist and deregister the units, common stock, rights, and warrants. Such securities were delisted from Nasdaq as of\nApril 30, 2020 and deregistered under Section 12(b) of the Exchange Act as of July 9, 2020.\n\n \n\n*Merger Agreement*\n\n \n\nOn\nJanuary 16, 2026, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”)\nwith SEEQC, Inc., a Delaware corporation (“SeeQC”), and SEEQC Merger Sub,\nInc., a Delaware corporation and a wholly-owned subsidiary of SeeQC (“Merger Sub”).\nPursuant to the Merger Agreement, the Company will merge with and into Merger Sub, with the Company surviving the merger (the “Merger”).\nAs a result of the Merger, the Company will become a direct, wholly-owned subsidiary of SeeQC and the security holders of the Company\nwill become security holders of SeeQC.\n\n \n\nAt the effective time of\nthe Merger (“Effectie Time”), each share of common stock of the Company (“Allegro\nCommon Stock”), and each right of the Company (“Allegro\nRights”), that is issued and outstanding immediately before the Effective Time (other than shares held by the Company,\nSeeQC or their subsidiaries and shares as to which statutory dissenter’s rights have been exercised) will be canceled and converted\ninto and become the right to receive one share of SeeQC common stock (multiplied by 1/10th in\nthe case of the Allegro Rights).\n\n \n\nIn connection with the Merger,\nthe Company will seek to amend its redeemable common stock purchase warrants, each entitling the holder thereof to purchase one share\nof Allegro Common Stock at an exercise price of $11.50 (collectively, “Allegro\nWarrants”), so that, immediately prior to the Effective Time, each of the issued and outstanding Allegro Warrants will\nautomatically convert into the right to receive a fractional share of SeeQC common stock (the “Allegro\nWarrant Amendment”). In the event that the Allegro Warrants are not amended and the Merger is consummated, SeeQC will\nassume them.\n\n \n\n*Going Concern*\n\n \n\nAs of March 31, 2026, the\nCompany had a cash balance of $2,749 and a working capital deficit of $1,182,817.\n\n \n\nIn addition, in connection\nwith the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting\nStandards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going\nConcern”, management has determined that the company has substantial doubt about the company’s ability to continue as a going\nconcern because the company has no operations to achieve any revenue and is dependent on obtaining outside capital via debt or equity\nto fund operating expenses. Thus the company has substantial doubt about the Company’s ability to continue as a going concern.\nNo adjustments have been made to the carrying amounts of assets or liabilities should the Company liquidate after March 31, 2026.\n\n \n\n**Note 2 — Summary of Significant Accounting\nPolicies**\n\n \n\n*Basis of Presentation*\n\n \n\nThe accompanying unaudited\nconsolidated condensed financial statements have been prepared in accordance with United States generally accepted accounting principles\n(“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do\nnot include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal\naccruals) considered for a fair presentation have been included. Operating results for the three months ended March 31, 2026, are not\nnecessarily indicative of the results that may be expected for any future period. The accompanying unaudited consolidated condensed financial\nstatements should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual Report\non Form 10-K for the year ended December 31, 2025 filed with the SEC on February 11, 2026. \n\n \n\n*Principles of Consolidation*\n\n \n\nThe consolidated condensed\nfinancial statements of the Company include its wholly-owned subsidiary, Allegro Merger Sub, Inc., a Delaware corporation incorporated\non November 7, 2019. All inter-company accounts and transactions are eliminated in consolidation.\n\n \n\n6\n\n \n\n**Allegro Merger Corp.**\n\n**Notes to Consolidated Condensed Financial Statements**\n\n**(unaudited)**\n\n \n\n*Use of Estimates*\n\n \n\nThe preparation of consolidated\ncondensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions\nthat affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated\ncondensed financial statements and the reported amounts of expenses during the periods  presented. Actual results could differ from\nthose estimates. \n\n \n\n*Cash*\n\n \n\nThe Company considers all\nshort-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have\nany cash equivalents as of March 31, 2026, and December 31, 2025. The Company had a cash balance of $2,749 and $98 as of March 31, 2026\nand  December 31, 2025, respectively.\n\n \n\n*Marketable securities\nheld in Trust Account*\n\n \n\nOn April 20, 2020 the remaining cash\nheld in the Trust Account was fully liquidated.\n\n \n\n*Net Income (Loss) Per Share*\n\n \n\nThe Company complies with\naccounting and disclosure requirements of FASB ASC Topic 260, “*Earnings Per Share*.” Net income per share is computed\nby dividing net income applicable to common stockholders by the weighted average number of shares of common stock outstanding for the\nperiod. The Company has not considered the effect of the warrants and rights sold in the Initial Public Offering and Private Placement\nto purchase an aggregate of 16,854,750 Public Shares in the calculation of diluted earnings per share, since their inclusion would\nbe anti-dilutive under the treasury stock method. As a result, diluted earnings per share is the same as basic earnings per share for\nthe period.\n\n \n\nNet income per share, basic\nand diluted for the three months ending March 31, 2026 and 2025 respectively, is calculated dividing the net (loss) of $(105,465) and\n$(17,783), by the weighted average number of Shares outstanding during the period.\n\n \n\n*Fair\nValue of Financial Instruments*\n\n \n\nThe fair value of the Company’s\nassets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,”\napproximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.\n\n \n\nThe Company follows the guidance\nin ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial\nassets and liabilities that are re-measured and reported at fair value at least annually.\n\n \n\nThe fair value of the Company’s\nfinancial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with\nthe sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants\nat the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the\nuse of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions\nabout how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities\nbased on the observable inputs and unobservable inputs used in order to value the assets and liabilities:\n\n \n\n \nLevel 1:\nQuoted prices in active markets for identical assets and liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.\n\n \n \n \n\n \nLevel 2:\nObservable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.\n\n \n \n \n\n \nLevel 3:\nUnobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.\n\n \n\n*Recent\nAccounting Pronouncements*\n\n \n\nManagement does not believe\nthat any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s\nunaudited condensed financial statement.\n\n \n\n7\n\n \n\n**Allegro Merger Corp.**\n\n**Notes to Consolidated Condensed Financial Statements**\n\n**(unaudited)**\n\n \n\n**Note 3 — Initial Public Offering**\n\n \n\nOn July 6, 2018, the Company\nconsummated the Initial Public Offering and sold 14,950,000 Units, including 1,950,000 Units issued pursuant to the exercise in full of\nthe underwriters’ over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consisted of one share of the Company’s\ncommon stock, $0.0001 par value, one Warrant and one Right. Each Warrant entitles the holder to purchase one share of common stock at\nan exercise price of $11.50 per share (see Note 7). Each Right entitles the holder to receive one tenth (1/10) of one share of common\nstock upon the completion of a Business Combination.\n\n \n\n**Note 4 — Private Placement**\n\n \n\nSimultaneously with the Initial\nPublic Offering, the Insiders purchased an aggregate of 372,500 Private Units, at $10.00 per Private Unit for an aggregate purchase price\nof $3,725,000. Each Private Unit consists of one Private Share, one warrant (“Private Warrant”) and one right (“Private\nRight”). The proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account.\nThe proceeds from the sale of the Private Units were used to fund the redemption of the Public Shares.\n\n \n\nThe Private Units are identical\nto the Units sold in the Public Offering, except that the holders have agreed to vote the Private Shares in favor of any Business Combination.\nAdditionally, the holders have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to certain\npermitted transferees) until the completion of the initial Business Combination.\n\n \n\nThe holders of the Private\nUnits (or underlying shares of common stock) are entitled to registration rights described in Note 6.\n\n \n\n**Note 5 — Related Party Transactions**\n\n \n\n*Promissory Notes —\nRelated Parties*\n\n \n\nThe Company issued three\nunsecured promissory notes totaling $103,230 to Eric S. Rosenfeld, the Company’s Chief Executive Officer, in January and February\n2026 for $20,000, $60,931.01, and $22,300, respectively. The notes are non-interest bearing, and payable on the earlier of (i) demand\nby Payee, (ii) the date on which Maker consummates a merger or acquisition or (iii) the date on which Maker elects to dissolve and is\noutstanding as of March 31, 2026.\n\n \n\nThe Company issued two unsecured\npromissory notes totaling $19,000 to Eric S. Rosenfeld, the Company’s Chief Executive Officer, in January and March 2025, respectively.\nThe notes are non-interest bearing, and payable on the earlier of (i) demand by Payee, (ii) the date on which Maker consummates a merger\nor acquisition or (iii) the date on which Maker elects to dissolve and is outstanding as of March 31, 2026.\n\n \n\n*Notes Payable —\nRelated Parties*\n\n \n\nCertain individuals and entities\n(the “Contributors”) that participated in the private placement of units that occurred simultaneously with the Company’s\ninitial public offering contributed to the Company an aggregate amount of $781,700, representing contributions covering a prorated amount\nof $0.02 per unconverted public share for the partial month of January 2020 and $0.025 per unconverted public share for each of February\n2020 and March 2020 (each, a “Contribution”). The Contributions will not bear any interest and will be repayable by the Company\nto the Contributors upon consummation of an initial business combination. The Contributions will be forgiven if the Company is unable\nto consummate an initial business combination except to the extent of any funds held outside of the Company’s trust account.\n\n \n\nThe Company deposited $223,342,\nthe first contribution on January 6, 2020, into the trust account established in connection with the Company’s initial public offering.\nThe Company deposited the second Contribution of $279,178 on January 31, 2020, and deposited the third Contribution of $279,180 on March\n2, 2020, in each case, to the same trust account; provided that any such additional Contribution was only to be made if the previously\nannounced merger agreement with TGI Fridays is still then in effect, or, if such agreement is earlier terminated, the Board of Directors\nof the Company by majority vote determines to require such additional Contribution.\n\n \n\nOn March 31, 2020, the Company\nand Holdings mutually determined, due to extraordinary market conditions and the failure to meet necessary closing conditions, to terminate\nthe Merger Agreement.\n\n \n\nThe loans made by the Contributors\nwill not be repaid and will be forgiven if we are unable to consummate a business combination and determine to liquidate and dissolve.\nThe balance of $781,700 remains outstanding as of March 31, 2026.\n\n \n\n8\n\n \n\n**Allegro Merger Corp.**\n\n**Notes to Consolidated Condensed Financial Statements**\n\n**(unaudited)**\n\n \n\n**Note 6 — Commitments and Contingencies**\n\n \n\n*Registration Rights* \n\n \n\nThe holders of the Founder\nShares, Private Shares, Private Warrants, Private Rights, and any shares, warrants and rights that may be issued upon conversion of working\ncapital loans (and any shares issued upon the exercise of such warrants or conversion of such rights) will be entitled to registration\nrights pursuant to a registration rights agreement executed prior to the Initial Public Offering. The holders of the majority of these\nsecurities are entitled to make up to three demands, excluding short form demands, that the Company register such securities, except that\nCantor, Chardan, and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five year period beginning\non July 2, 2018, the effective date of Allegro’s registration statement in connection with Allegro’s initial public offering.\nIn addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent\nto our consummation of an initial Business Combination. Cantor, Chardan, and/or their designees may participate in a “piggy-back”\nregistration only during the seven year period beginning on July 2, 2018. The Company will bear the costs and expenses of filing any such\nregistration statements.\n\n \n\n*Underwriting Agreement*\n\n \n\nThe Company entered into\nan agreement with the underwriters of the Initial Public Offering (“Underwriting Agreement”), pursuant to which the Company\npaid an underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, excluding the over-allotment option, or $2,600,000\nin the aggregate, to the underwriters at the closing of the Initial Public Offering, with an additional fee (the “Deferred Underwriting\nDiscount”) of 3.5% of the gross offering proceeds of the Initial Public Offering, excluding the over-allotment option, and 5.5%\nof the gross proceeds of the over-allotment option, or $5,622,500 in the aggregate. The Underwriting Agreement provided that the Deferred\nUnderwriting Discount would only be payable to the underwriters from the amounts held in the Trust Account solely in the event the Company\nwould complete its initial Business Combination. As previously indicated, the Company was unable to consummate its initial Business Combination\nin the time period prescribed by the Charter and, accordingly, the Company distributed the proceeds held in the Trust Account to public\nstockholders. As a result, the Deferred Underwriting Discount is no longer owed.\n\n \n\n*Subscription Agreements *\n\n \n\nIn connection with the execution\nof the Merger Agreement, the Company entered into subscription agreements (“Subscription\nAgreements”) with certain accredited investors (collectively, the “Investors”),\npursuant to which the Company will, substantially concurrently with, and contingent upon, the consummation of the Merger, issue an shares\nof Allegro Common Stock to the Investors at a price of $5.00 per share, for aggregate gross proceeds to the Company of approximately $65\nmillion. The shares of Allegro Common Stock sold in the financing will be converted into shares of SeeQC Common Stock in connection with\nthe Merger. The closing of the Subscription Agreements is conditioned upon, among other things, (i) the substantially concurrent\nconsummation of the Merger and (ii) the accuracy of all representations and warranties of the Company in the Subscription Agreements\n(subject to certain bring-down standards).\n\n \n\nSupport Agreements\n\n \n\nConcurrently with the execution\nof the Merger Agreement, SeeQC, Allegro and certain of the initial stockholders of Allegro (who collectively hold more than 50% of the\nAllegro Common Stock) entered into an agreement (the “SeeQC Support\nAgreement”) pursuant to which they agreed to vote or cause to be voted all shares of Allegro Common Stock and Allegro\nWarrants beneficially held by them (i) in favor of all proposals necessary to effectuate the Transactions; (ii) in favor of Allegro Warrant\nAmendment, and (iii) against (x) any proposal or offer from any other person (other than SeeQC or its affiliates) with respect to certain\ncompeting transactions; and (y) any action, proposal, transaction, or agreement that could reasonably be expected to materially impede,\ninterfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions or the fulfillment of Allegro’s\nobligations under the Merger Agreement or change in any manner the voting rights of any class of shares of Allegro (other than as contemplated\nby the Merger Agreement). Pursuant to the Allegro Support Agreement, such stockholders also agreed to waive any appraisal or dissenters’\nrights under applicable law and not to exercise any right to redeem shares of capital stock of Allegro.* *\n\n \n\n**Note 7 — Stockholders’ Equity**\n\n \n\n*Preferred Stock*\n\n \n\nThe Company is authorized\nto issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may\nbe determined from time to time by the Company’s board of directors. At March 31, 2026 and December 31, 2025, there were no shares\nof preferred stock issued or outstanding.\n\n \n\n*Common Stock*\n\n \n\nThe Company is authorized\nto issue 40,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled\nto one vote for each share. At March 31, 2026 and December 31, 2025, there were 4,110,000 shares of common stock issued and outstanding.\n\n \n\n9\n\n \n\n**Allegro Merger Corp.**\n\n**Notes to Consolidated Condensed Financial Statements**\n\n**(unaudited)**\n\n \n\nCertain of the holders of\nthe shares of Allegro Common Stock issued prior to Allegro’s Initial Public Offering have agreed to restrictions on transfer with\nrespect to 23% of the shares of SeeQC Common Stock to be received by them in the Merger and pursuant to the Allegro Warrant Amendment\n(other than shares of SeeQC Common Stock to be received by them in respect of the private placement units purchased by them simultaneously\nwith the Initial Public Offering), with such restrictions to be released as follows:\n\n \n\n●If,\nduring Earnout Period 1, the First Base Target is achieved, then 1/3 of the restricted shares will be released from the restrictions;\n\n \n\n●If,\nduring Earnout Period 2, the Second Base Target is achieved, then 1/3 of the restricted shares will be released from the restrictions,\nplus any shares not released in respect of Earnout Period 1; and\n\n \n\n●If,\nduring Earnout Period 3, the Third Base Target is achieved, then all of the restricted shares will be released from the restrictions.\n\n \n\nIf, at the end of Earnout Period 3, any restricted\nshares have not been released, then such shares will be forfeited by the initial stockholders of Allegro and cancelled by SeeQC.\n\n** **\n\nPrior to the closing of\nthe Merger, certain initial stockholders of the Company will enter into a lock-up agreement with SeeQC (collectively, the “Lock-Up\nAgreements”), pursuant to which such stockholders will agree not to transfer the shares of SeeQC Common Stock received\nby them in exchange for the founder shares until 180 days after the Closing, subject to certain exceptions.\n\n \n\nFollowing termination of\nthe Merger Agreement, the Company liquidated the funds held in the Trust Account. Pursuant to the Charter, all outstanding Public Shares\nwere redeemed at a per share redemption price of approximately $10.30 per Public Share (the “Redemption Amount”). The cash\nused for common stock redemptions was $153,755,272 and the change in the value of common stock due to redemptions was ($145,250,653).\n\n \n\nThe initial redemption occurred\non April 21, 2020. As of the close of business on such date, the Public Shares were deemed cancelled and will represent only the right\nto receive the per share Redemption Amount. The Company’s officers, directors, initial stockholders, and the purchasers of Private\nUnits have waived their redemption rights with respect to the common stock issued prior to the Company’s initial public offering\nand the common stock underlying the Private Units.\n\n \n\n*Rights*\n\n \n\nEach holder of a Right will\nreceive one-tenth (1/10) of one common stock upon consummation of a Business Combination. No fractional shares will be issued upon exchange\nof the Rights. No additional consideration will be required to be paid by a holder of Rights in order to receive its additional shares\nupon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for\nby investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the\nCompany will not be the surviving entity, the definitive agreement will provide for the holders of Rights to receive the same per share\nconsideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis and each holder\nof Rights will be required to affirmatively covert its rights in order to receive 1/10 of a share underlying each right (without paying\nadditional consideration). The common stock issuable upon exchange of the Rights was registered at the time of our initial public offering.\nAccordingly, when issued, such shares will not be restricted securities (except to the extent held by affiliates of the Company).\n\n \n\n*Warrants* \n\n \n\nThe Company has accounted\nfor both the Public and Private Warrants as a liability.\n\n* *\n\nThe Warrants will become\nexercisable 30 days after the consummation of a Business Combination. No Warrants will be exercisable for cash unless the Company has\nan effective and current registration statement covering the shares of common stock issuable upon exercise of the Warrants and a current\nprospectus relating to such shares. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable\nupon the exercise of the Warrants is not effective within 20 business days from the consummation of a Business Combination, the holders\nmay, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain\nan effective registration statement, exercise the Warrants on a cashless basis pursuant to an available exemption from registration under\nthe Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Warrants on a cashless\nbasis. The Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.\n\n \n\nThe Placement Warrants are\nidentical to the Warrants underlying the Units sold in the Initial Public Offering, except the Placement Warrants are exercisable for\ncash (even if a registration statement covering the shares of common stock issuable upon exercise of such Placement Warrants is not effective)\nor on a cashless basis, at the holder’s option, and not redeemable by the Company, in each case so long as they are still held by\nthe original purchasers or their affiliates.\n\n \n\n10\n\n \n\n**Allegro Merger Corp.**\n\n**Notes to Consolidated Condensed Financial Statements**\n\n**(unaudited)**\n\n \n\nThe Company may call the\nWarrants for redemption (excluding the Placement Warrants but including any outstanding Warrants issued upon exercise of the unit purchase\noption issued to its underwriter), in whole and not in part, at a price of $.01 per Warrant:\n\n \n\n-upon not less than 30 days’\nprior written notice of redemption to each Warrant holder,\n\n \n\n-if, and only if, the reported\nlast sale price of the shares of common stock (or the closing bid price of our common stock in the event shares of our common stock are\nnot traded on any specific day) equals or exceeds $18.00 per share, for any 20 trading days within a 30 trading day period ending on\nthe third business day prior to the notice of redemption to Warrant holders, and\n\n \n\n-if, and only if, there is a\ncurrent registration statement in effect with respect to the shares of common stock underlying such Warrants at the time of redemption\nand for the entire 30-day redemption period and continuing each day thereafter until the date of redemption.\n\n \n\nIf the Company calls the\nWarrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless\nbasis,” as described in the warrant agreement.\n\n \n\nThe exercise price and number\nof shares of common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a\nstock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the Warrants will not be\nadjusted for issuances of shares of common stock at a price below its exercise price. Additionally, in no event will the Company be required\nto net cash settle the Warrants. \n\n \n\n**Note 8 — Fair Value Measurements**\n\n \n\nThe following table presents\ninformation about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2026 and December 31, 2025,\nand it indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:\n\n \n\n**March 31, 2026**\n\n \n\nDescription \nQuoted\nPrice in\nActive\nMarket\n(Level 1)  \nSignificant\nOther\nObservable\nInputs\n(Level 2)  \nSignificant\nOther\nUnobservable\nInputs\n(Level 3) \n\nLiabilities: \n   \n   \n  \n\nDerivative warrant liabilities \n$\n-\n  \n$\n-\n  \n$40 \n\n** **\n\n**December 31, 2025**\n\n \n\nDescription \nQuoted\nPrice in\nActive\nMarket\n(Level 1)  \nSignificant\nOther\nObservable\nInputs\n(Level 2)  \nSignificant\nOther\nUnobservable\nInputs\n(Level 3) \n\nLiabilities: \n   \n   \n  \n\nDerivative warrant liabilities \n$\n-\n  \n$\n-\n  \n$40 \n\n** **\n\nThere\nwere no transfers to/from Levels 1, 2, and 3 securities at the end of the reporting period. There were no change to the fair value\nas of the warrants as of March 31, 2026 and December 31, 2025 as the total value was deemed immaterial.\n\n \n\nThe\nfollowing table   provides quantitative information regarding Level 3 fair value measurements inputs utilized to measure the\nfair value of the Private Placement Warrants at the measurement dates as of March 31, 2026, and December 31, 2025:\n\n** **\n\n  \nMarch 31,\n2026  \nDecember 31,\n2025 \n\nVolatility \n 25.0% \n 25.0%\n\nRisk Free Rate \n 3.94% \n 3.73%\n\nEstimated Term Remaining \n 6.50  \n 6.50 \n\n \n\n**Note 9 — Subsequent Events**\n\n \n\nThe Company evaluated\nsubsequent events and transactions that occurred after the balance sheet date and up to the date the unaudited condensed interim\nfinancial statements were issued. The Company issued one unsecured promissory note to Eric S. Rosenfeld, the Company’s Chief\nExecutive Officer, in May 2026 for $6,500. The note is non-interest bearing and payable on demand.\n\n \n\n11"}