{"url_path":"/sec/cik-0001720025/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors**","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":659,"has_tables":true,"body_markdown":"**Item 1A. Risk Factors**\n\n  \n\nWe have identified a material\nweakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report\nour results of operations and financial condition accurately and in a timely manner.\n\n \n\nOur management is responsible\nfor establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding\nthe reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our\nmanagement is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes\nand material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a\ncombination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material\nmisstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.\n\n \n\nAs described elsewhere in\nthis Quarterly Report, we identified a material weakness in our internal control over financial reporting related to the accounting for\na significant and unusual transaction related to the warrants we issued in connection with our public and private placements in connection\nwith our IPO. As a result of this material weakness, our management concluded that our internal control over financial reporting were\nnot effective as of March 31, 2026. This material weakness resulted in a material misstatement of our warrant liabilities, change in fair\nvalue of warrant liabilities, additional paid-in capital, accumulated deficit, and related financial disclosures.\n\n \n\nTo respond to this material\nweakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our\ninternal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements,\nwe plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting standards\nthat apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research\nmaterials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex\naccounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that\nthese initiatives will ultimately have the intended effects. \n\n \n\nAny failure to maintain such\ninternal control could adversely impact our ability to report our financial position and results from operations on a timely and accurate\nbasis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our\nfinancial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which\nour common stock is listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our\nbusiness. Failure to timely file will cause us to be ineligible to utilize short form registration statements on Form S-3 or\nForm S-4, which may impair our ability to obtain capital in a timely fashion to execute our business strategies or issue shares\nto effect an acquisition. Ineffective internal controls could also cause investors to lose confidence in our reported financial information,\nwhich could have a negative effect on the trading price of our stock.\n\n \n\nWe can give no assurance\nthat the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional\nmaterial weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate\ninternal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening\nour controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or\nerrors or to facilitate the fair presentation of our financial statements.\n\n \n\n17"}