Allegro Merger Corp.

Allegro Merger Corp. (ALGR) Annual Report Summary: Fiscal Year Ended December 31, 2025

Allegro Merger Corp. (ALGR) presents a unique case in the financial markets. This summary, based on its latest 10-K filing for the fiscal year ended December 31, 2025, offers retail investors a clear overview of the company's financial health, strategic direction, and key risks.

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Business Overview

Allegro Merger Corp. began as a Special Purpose Acquisition Company (SPAC). However, it did not complete a merger by its March 2020 deadline. As a result, Allegro liquidated its trust account, returned funds to public shareholders, and transformed into a "shell company." As of December 31, 2025, Allegro conducts no active business operations, offers no products, and provides no services. Its main activity throughout 2025 involved searching for a new business combination.

A significant development occurred post-fiscal year end: In January 2026, Allegro announced a definitive merger agreement with SeeQC, Inc. SeeQC is a private company specializing in quantum computing and cryoelectronic technologies. If this merger closes, Allegro will become a wholly-owned subsidiary of SeeQC. Allegro's current shareholders would then receive shares of SeeQC, effectively bringing SeeQC public through this transaction.

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Financial Performance

As a shell company, Allegro generated no revenue in 2025. Its financial activity primarily reflects administrative and legal expenses incurred to maintain its public status and pursue a merger.

• Revenue: $0
• Net Loss: Approximately $150,000 for the fiscal year, mainly from general and administrative expenses.

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Risk Factors

Investors should be aware of several significant risks associated with Allegro's current situation and future prospects:

1. SeeQC Merger Failure: The most significant risk is that the planned merger with SeeQC, Inc. may not close. The merger depends on various conditions, including regulatory and shareholder approvals, and SeeQC's ability to secure additional financing. If the merger fails, Allegro will remain a shell company with very limited resources and uncertain prospects.
2. Shell Company Status: Allegro has no active business operations, generating no revenue or profits. Its shares represent an interest in a non-operating entity, with value entirely dependent on successfully completing a future business combination.
3. Limited Liquidity and Market Access: Allegro's shares do not trade on a major stock exchange. This severely limits their liquidity, making it difficult for investors to buy or sell shares and hindering price discovery.
4. Limited Capital: The company's minimal cash reserves and reliance on stockholder loans significantly risk its ability to continue operations and pursue strategic alternatives if the SeeQC merger does not materialize.
5. Dependence on SeeQC's Success: If the merger closes, the future value of Allegro shares (which will convert to SeeQC shares) will depend entirely on SeeQC's ability to execute its business plan in the highly competitive and capital-intensive quantum computing sector.
6. Historical Context: Nasdaq delisted the company's stock in April 2020, and its securities were deregistered in July 2020. These actions significantly limit liquidity and market access for existing shareholders.

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Management Discussion and Analysis (MD&A) Highlights

Management's discussion for fiscal year 2025 primarily focuses on Allegro's status as a non-operating shell and its efforts to identify and execute a business combination.

• Results of Operations: As a shell company, Allegro generated no revenue in 2025. The company's net loss of approximately $150,000 stemmed entirely from general and administrative expenses. These expenses covered maintaining its public company status, complying with regulatory filings, and paying legal and advisory fees for its merger search. Management expects these expenses to continue until Allegro completes a business combination or dissolves.
• Liquidity and Capital Resources: Allegro's liquidity is extremely limited, holding only about $50,000 in cash and cash equivalents as of December 31, 2025. The company has no independent source of operating cash flow. Its ability to fund ongoing administrative expenses and pursue strategic transactions relies entirely on loans from its initial stockholders. As of the fiscal year-end, approximately $781,700 in such loans were outstanding. These typically non-interest-bearing loans are crucial for Allegro's continued existence. The proposed merger with SeeQC, Inc. must successfully close to ensure the company's long-term liquidity and offer shareholders a chance to realize value. Without this or another significant transaction, Allegro's ability to continue operating as a viable business is highly uncertain.

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Financial Health

Allegro's financial health remains precarious. With only about $50,000 in cash and an ongoing net loss, the company possesses extremely limited capital to cover its administrative costs.

• Cash Position: Approximately $50,000 in cash and cash equivalents as of December 31, 2025.
• Total Assets: Approximately $50,000, almost entirely cash.
• Total Liabilities: Approximately $800,000, with a significant portion from initial stockholder loans (approximately $781,700).
• Shareholders' Deficit: Approximately -$750,000, indicating accumulated losses since the company's inception.
• Debt: Allegro heavily relies on approximately $781,700 in outstanding loans from its initial stockholders to fund operations. These typically non-interest-bearing loans would be forgiven if the company liquidated without completing a business combination, underscoring the high-risk nature of its current financial structure.
• Liquidity: Its liquidity depends entirely on successfully completing the SeeQC merger or another strategic transaction, as Allegro generates no operating revenue.

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Future Outlook

Allegro Merger Corp.'s immediate future is entirely tied to the proposed merger with SeeQC, Inc., which aims for completion in the first half of 2026. If successful, Allegro shareholders would become SeeQC shareholders, gaining exposure to a company in the emerging quantum computing industry. If the SeeQC merger does not proceed, Allegro plans to continue seeking other business combination opportunities. However, its viability without significant new capital would be highly uncertain. The company's strategy has evolved from its initial SPAC mission to a focused effort on identifying and completing a business combination as a public shell.

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Competitive Position

As a shell company seeking a business combination, Allegro competes with a broad range of entities, including active SPACs, private equity firms, and venture capital funds. All these entities vie for attractive private companies. Allegro's delisted status, limited capital, and history as a failed SPAC likely put it at a significant disadvantage in this competitive landscape. Its primary competitive advantage, if any, stems from its existing public shell structure. This structure can offer a faster path to public markets for a private company compared to a traditional IPO, assuming successful merger execution.