{"url_path":"/sec/cik-0001720025/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds","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 2. Unregistered Sales of Equity Securities and Use of Proceeds\nfrom Registered Securities**\n\n \n\nIn connection with our organization\nin August 2017, we issued to Eric Rosenfeld, our Chief Executive Officer, an aggregate of 4,312,500 shares of common stock in exchange\nfor a capital contribution of $25,000, or approximately $0.01 per share. The foregoing issuance was made pursuant to the exemption from\nregistration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”). Mr. Rosenfeld thereafter\ntransferred such shares to our other shareholders prior to the Initial Public Offering (the “initial stockholders”). In April\n2018, our initial stockholders contributed to our capital for no additional consideration an aggregate of 575,000 shares, resulting in\nour initial stockholders holding an aggregate of 3,737,500 shares of common stock.\n\n \n\nOn July 6, 2018, we consummated\nthe Initial Public Offering of 14,950,000 units, including 1,950,000 units subject to the underwriters’ over-allotment option. The\nunits sold in the Initial Public Offering, including pursuant to the over-allotment option, were sold at an offering price of $10.00 per\nunit, generating total gross proceeds of $149,500,000. Cantor Fitzgerald & Co. acted as the sole book running manager for the Initial\nPublic Offering. Chardan Capital Markets LLC acted as lead manager. of the Initial Public Offering. The securities in the offering were\nregistered under the Securities Act on a registration statement on Form S-1 (No. 333- 225270). The Securities and Exchange Commission\ndeclared the registration statement effective on July 2, 2018.\n\n \n\nSimultaneous with the consummation\nof the Initial Public Offering, we consummated the private placement of an aggregate of 372,500 units (“Private Units”) to\nour initial stockholders at a price of $10.00 per Private Unit, generating total proceeds of $3,725,000. This issuance was made pursuant\nto the exemption from registration contained in Section 4(a)(2) of the Securities Act.\n\n \n\nThe Private Units are identical\nto the units sold in the Initial Public Offering, except the warrants included in the Private Units are non-redeemable, may be exercised\non a cashless basis, and may be exercisable for unregistered shares of common stock if the prospectus relating to the common stock issuable\nupon exercise of the warrants is not current and effective, in each case so long as they continue to be held by the sponsor or its permitted\ntransferees. The holders of the Private Units have agreed (A) to vote the common stock included in the Private Units (“Private Shares”)\nin favor of any proposed business combination, (B) not to convert any Private Shares into the right to receive cash from the trust account\nin connection with a stockholder vote to approve a proposed initial business combination or sell any Private Shares to us in a tender\noffer in connection with a proposed initial business combination and (C) that such Private Shares shall not participate in any liquidating\ndistribution upon winding up if a business combination is not consummated within the required time period. Additionally, the holders have\nagreed not to transfer, assign or sell any of the Private Units (except to certain permitted transferees) until 30 days after the completion\nof an initial business combination.\n\n \n\nOf the gross proceeds received\nfrom the Initial Public Offering and private placement of Private Units, $149,500,000 was placed in a trust account.\n\n \n\nTotal offering costs amounted\nto $8,513,427, consisting of $5,622,500 of deferred underwriting discount, $2,600,000 of underwriting fees and $290,927 of other costs.\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 shares of the\nCompany’s common stock that were included in the units sold in the Company’s initial public offering (the “Public Shares”)\nwere redeemed at a per share redemption price of approximately $10.30 per Public Share. On August 23, 2021, we distributed the remaining\nrestricted cash pro rata, to our former public stockholders in the amount of $129,957. The restricted cash balance represented the unused\nportion of our dissolution allowance and allowance for taxes.\n\n \n\n18"}