As filed with the Securities and Exchange Commission on June 17, 2026.

Registration No. 333-296251

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________________________

Amendment No. 1 to

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

___________________________________

SeeQC, Inc.
(Exact Name of Registrant as Specified in Its Charter)

___________________________________

150 Clearbrook Road
Suite 170
Elmsford, New York 10523

(914) 222-1666

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

___________________________________

John Levy
150 Clearbrook Road
Suite 170
Elmsford, New York 10523

(914) 222-1666

(Name, address, including zip code, and telephone number, including area code, of agent for service)

___________________________________

With a copy to:

___________________________________

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after the effectiveness of this registration statement and the satisfaction or
waiver of all other conditions to the closing of the Merger described herein.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this document is not complete and may be changed. SeeQC, Inc. may not issue the securities described herein until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This document is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED JUNE 17, 2026

SEEQC, INC.

PROSPECTUS FOR ISSUANCE OF UP TO 6,434,293 SHARES OF COMMON STOCK OF SEEQC, INC.

Dear Stockholders and Warrant Holders of Allegro Merger Corp. (“Allegro”):

On January 16, 2026, Allegro entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SeeQC, Inc., a Delaware corporation (“SEEQC”), and SEEQC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of SEEQC (“Merger Sub”). Pursuant to the Merger Agreement, Allegro will merge with and into Merger Sub, with Allegro surviving the merger (the “Merger”). As a result of the Merger, Allegro will become a direct, wholly-owned subsidiary of SEEQC and the security holders of Allegro will become security holders of SEEQC. At the closing of the Merger, SEEQC’s common stock is expected to be listed on The Nasdaq Global Market under the ticker symbol “SEQC”. It is a condition to the consummation of the Merger that the SEEQC Common Stock has been listed on The Nasdaq Stock Market LLC, the New York Stock Exchange or the NYSE American, subject to official notice of issuance.

Immediately prior to the effective time of the Merger (the “Effective Time”), all outstanding shares of preferred stock of SEEQC, par value $0.0001 per share (“SEEQC Preferred Stock”), will be mandatorily converted into shares of common stock of SEEQC, par value $0.0001 per share (“SEEQC Common Stock”), in accordance with SEEQC’s Certificate of Incorporation (the “Certificate of Incorporation”) in effect immediately before the Effective Time (the “SEEQC Preferred Stock Conversion”). Immediately following the SEEQC Preferred Stock Conversion, but prior to the Effective Time, pursuant to an amendment to the Certificate of Incorporation, the outstanding shares of SEEQC Common Stock will be split, such that the holders of SEEQC Common Stock, as determined immediately following the SEEQC Preferred Stock Conversion but prior to the Effective Time, will hold, in the aggregate, 200,000,000 shares of SEEQC Common Stock (the “SEEQC Stock Split”), less the number of shares of SEEQC Common Stock issuable upon exercise, exchange or conversion of SEEQC’s derivative securities (after taking into account any adjustments to such securities as a result of the SEEQC Preferred Stock Conversion or the SEEQC Stock Split). The stock options and restricted stock units of SEEQC outstanding as of the Effective Time will remain outstanding, subject to adjustment as necessary based on the SEEQC Stock Split.

At the Effective Time, each share of common stock of Allegro, par value $0.0001 per share (“Allegro Common Stock”), and each right of Allegro (“Allegro Rights”) that is issued and outstanding immediately before the Effective Time (other than shares held by Allegro, SEEQC or their subsidiaries and shares as to which statutory dissenter’s rights have been exercised) will be canceled and converted into and become the right to receive one share of SEEQC Common Stock (multiplied by 1/10th in the case of the Allegro Rights).

In connection with the Merger, Allegro is seeking to amend its redeemable common stock purchase warrants, each entitling the holder thereof to purchase one share of Allegro Common Stock at an exercise price of $11.50 (collectively, “Allegro Warrants”), so that, immediately prior to the Effective Time, each of the issued and outstanding Allegro Warrants will automatically convert into the right to receive 0.1 of a share of SEEQC Common Stock (the “Allegro Warrant Amendment”). In the event that the Allegro Warrants are not amended and the Merger is consummated, SEEQC has agreed to assume them.

Simultaneous with the execution of the Merger Agreement, SEEQC and Allegro entered into subscription agreements with certain investors, pursuant to which Allegro will, substantially concurrently with, and contingent upon, the consummation of the Merger, issue shares of Allegro Common Stock to the PIPE Investors at a price of $5.00 per share and pre-funded common stock purchase warrants at a per share exercise price equal to $0.0001, for aggregate gross proceeds to Allegro of approximately $65 million (the “PIPE Investment”). The PIPE Investment is a condition to the consummation of the Merger.

Concurrently with the execution of the Merger Agreement, SEEQC, Allegro and certain of the stockholders of SEEQC (who collectively hold more than 66.7% of the SEEQC Preferred Stock and more than 50% of the capital stock of SEEQC) entered into an agreement (the “SEEQC Support Agreement”) pursuant to which they agreed to vote or cause to be voted all shares of SEEQC Common Stock and SEEQC Preferred Stock beneficially held by them (i) in favor of all proposals necessary to effectuate the Merger and the other transactions contemplated by the

Merger Agreement (the “Transactions”); and (ii) against (x) any proposal or offer from any other person (other than Allegro or its affiliates) with respect to certain competing transactions; and (y) any action, proposal, transaction, or agreement that could reasonably be expected to materially impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions or the fulfillment of SEEQC’s obligations under the Merger Agreement or change in any manner the voting rights of any class of shares of SEEQC (other than as contemplated by the Merger Agreement). Pursuant to the SEEQC Support Agreement, such stockholders also agreed to waive any appraisal or dissenters’ rights under applicable law and not to exercise any right to redeem shares of capital stock of SEEQC.

Concurrently with the execution of the Merger Agreement, SEEQC, Allegro and certain of the initial stockholders of Allegro (who collectively hold more than 50% of the Allegro Common Stock) entered into an agreement (the “Allegro Support Agreement”) pursuant to which they agreed to vote or cause to be voted all shares of Allegro Common Stock and Allegro Warrants beneficially held by them (i) in favor of all proposals necessary to effectuate the Transactions; (ii) in favor of the Allegro Warrant Amendment, and (iii) against (x) any proposal or offer from any other person (other than SEEQC or its affiliates) with respect to certain competing transactions; and (y) any action, proposal, transaction, or agreement that could reasonably be expected to materially impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions or the fulfillment of Allegro’s obligations under the Merger Agreement or change in any manner the voting rights of any class of shares of Allegro (other than as contemplated by the Merger Agreement). Pursuant to the Allegro Support Agreement, such stockholders also agreed to waive any appraisal or dissenters’ rights under applicable law and not to exercise any right to redeem shares of capital stock of Allegro.

On April 22, 2026, Allegro and SEEQC entered into agreements (the “Allegro Warrant Support Agreements”) with holders of approximately 48.5% of the outstanding warrants of Allegro. Pursuant to the Allegro Warrant Support Agreements, the Allegro Warrant Holders party to the agreement agreed to vote or cause to be voted all Allegro Warrants beneficially held by them (i) in favor of all proposals necessary to effectuate the Allegro Warrant Amendment; and (ii) against (x) any proposal or offer from any other person (other than SEEQC or its affiliates) with respect to an alternative amendment to the Allegro Warrants; and (y) any action, proposal, transaction, or agreement that could reasonably be expected to materially impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Allegro Warrant Amendment or the fulfillment of Allegro’s obligations under the Allegro Warrant Amendment. Accordingly, as a result of the Allegro Support Agreement and the Allegro Warrant Support Agreements, Allegro has received the consent of an aggregate of 48.8% of the outstanding Allegro Warrants in favor of the Allegro Warrant Amendment. Pursuant to the agreement governing the Allegro Warrants, approval by 65% of the outstanding Allegro Warrants is required to effectuate the Allegro Warrant Amendment.

The board of directors of Allegro (the “Allegro Board”) has set June 12, 2026 as the record date for determining the holders of Allegro Common Stock and Allegro Warrants entitled to execute and deliver written consents with respect to the accompanying consent statement/prospectus.

We urge you to read the enclosed consent statement/prospectus, which includes important information about the Merger Agreement and the transactions contemplated thereby. In particular, see the section titled “Risk Factors” beginning on page 10 of the accompanying consent statement/prospectus.

Sincerely,

Eric S. Rosenfeld
Chief Executive Officer

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying consent statement/prospectus or determined that the accompanying document is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying consent statement/prospectus is dated June     , 2026, and is first being mailed to stockholders and warrant holders on or about            , 2026.

ALLEGRO MERGER CORP.
777 Third Avenue, 37th Floor
New York, New York 10017

NOTICE OF SOLICITATION OF WRITTEN CONSENTS OF STOCKHOLDERS AND WARRANT HOLDERS

To the Stockholders and Warrant Holders of Allegro Merger Corp.:

The accompanying consent statement/prospectus is being furnished by the board of directors of Allegro Merger Corp., a Delaware corporation (“Allegro”), to the holders (the “Allegro Stockholders”) of the outstanding shares of common stock of Allegro, par value $0.0001 per share (“Allegro Common Stock”), and the holders (the “Allegro Warrant Holders”) of the redeemable common stock purchase warrants of Allegro, each entitling the holder thereof to purchase one share of Allegro Common Stock at an exercise price of $11.50 (collectively, “Allegro Warrants”), in each case as of the close of business on June 12, 2026, the record date.

Written Consent of Allegro Stockholders

The accompanying consent statement/prospectus is being delivered to Allegro Stockholders as of the record date, to solicit written consent to the adoption and approval of the Agreement and Plan of Merger (the “Merger Agreement”), by and among SeeQC, Inc., a Delaware corporation (“SEEQC”), SEEQC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of SEEQC (“Merger Sub”), and Allegro, pursuant to which Allegro will merge with and into Merger Sub, with Allegro surviving the merger (the “Merger”), and the approval of the transactions contemplated thereby, including the Merger (the “Merger Proposal”).

The accompanying consent statement/prospectus describes the Merger Agreement and the proposed Merger in detail and includes the complete text of the Merger Agreement attached as Annex A to this consent statement/prospectus. We urge you to read the accompanying consent statement/prospectus, including all documents incorporated by reference into the accompanying consent statement/prospectus and its annexes carefully and in their entirety. In particular, you should carefully read the section titled “Risk Factors” beginning on page 10 of the accompanying consent statement/prospectus for a discussion of certain risk factors relating to the Merger Agreement and the Merger.

Approval of the Merger Proposal requires the written consent of holders of at least a majority of the outstanding shares of Allegro Common Stock. Concurrently with the execution of the Merger Agreement, SEEQC, Allegro and certain of the initial stockholders of Allegro (who collectively hold more than 50% of the Allegro Common Stock) entered into an agreement (the “Allegro Support Agreement”) pursuant to which they agreed to vote or cause to be voted all shares of Allegro Common Stock beneficially held by them in favor of all proposals necessary to effectuate the Merger and the other transactions contemplated by the Merger Agreement (the “Transactions”), including the Merger Proposal.

In considering the recommendation of the board of directors of Allegro (the “Allegro Board”) with respect to the Merger Proposal, you should be aware that certain of Allegro’s directors and executive officers have interests that are different from, or in addition to, the interests of Allegro Stockholders generally, as further described in the accompanying consent statement/prospectus.

An Allegro Stockholder will have the right to seek appraisal of the fair value of such stockholder’s shares of Allegro Common Stock if the Merger is completed, in lieu of receiving the per share merger consideration, but only if such Allegro Stockholder does not sign and return a written consent to the Merger Proposal and otherwise complies with the procedures of Section 262 of the Delaware General Corporation Law (“DGCL”), which is the appraisal rights statute applicable to Delaware corporations. Following Allegro’s receipt of sufficient written consents to adopt the Merger Agreement, Allegro will send a notice of action by written consent and appraisal rights (“Notice of Appraisal Rights”) to all Allegro Stockholders (including beneficial owners of shares of Allegro Common Stock) who satisfy the applicable statutory conditions. An Allegro Stockholder electing to exercise his, her or its appraisal rights will need to take action at that time, in response to that notice. However, a description of the appraisal rights is being provided to all Allegro Stockholders now so they can determine whether they wish to preserve their ability to demand appraisal rights in the future. These appraisal rights are summarized in the accompanying consent statement/prospectus. Pursuant to the Allegro Support Agreement, certain of the initial stockholders of Allegro agreed to waive any appraisal or dissenters’ rights under applicable law and not to exercise any right to redeem shares of capital stock of Allegro.

THE ALLEGRO BOARD HAS CAREFULLY CONSIDERED THE MERGER AND THE TERMS OF THE MERGER AGREEMENT, AND HAS DETERMINED THAT THE MERGER IS ADVISABLE AND FAIR TO AND IN THE BEST INTERESTS OF ALLEGRO AND ITS STOCKHOLDERS. ACCORDINGLY, THE ALLEGRO BOARD UNANIMOUSLY RECOMMENDS THAT ALLEGRO STOCKHOLDERS ADOPT AND APPROVE THE MERGER AGREEMENT AND APPROVE THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER, BY EXECUTING AND DELIVERING THE APPLICABLE WRITTEN CONSENT FURNISHED WITH THE ACCOMPANYING CONSENT STATEMENT/PROSPECTUS.

Written Consent of Allegro Warrant Holders

The accompanying consent statement/prospectus is being delivered to Allegro Warrant Holders as of the record date, to solicit written consent to the adoption of an amendment to the Allegro Warrants, so that, immediately prior to the Effective Time, each of the issued and outstanding Allegro Warrants will automatically convert into the right to receive 0.1 of a share of SEEQC Common Stock (the “Allegro Warrant Amendment”).

The accompanying consent statement/prospectus describes the Allegro Warrant Amendment in detail and includes the complete text of the Allegro Warrant Amendment attached as Annex B. We urge you to read the accompanying consent statement/prospectus, including all documents incorporated by reference into the accompanying consent statement/prospectus and its annexes carefully and in their entirety. In particular, you should carefully read the section titled “Risk Factors” beginning on page 10 of the accompanying consent statement/prospectus for a discussion of certain risk factors relating to the Allegro Warrant Amendment.

Approval of the Allegro Warrant Amendment requires the written consent of holders of at least sixty-five percent (65%) of the Allegro Warrants. Concurrently with the execution of the Merger Agreement, SEEQC, Allegro and certain of the initial stockholders of Allegro (who collectively hold approximately 0.3% of the Allegro Warrants) entered into an agreement (the “Allegro Support Agreement”) pursuant to which they agreed to vote or cause to be voted all Allegro Warrants beneficially held by them in favor of the Allegro Warrant Amendment. On April 22, 2026, SEEQC, Allegro and certain of the holders of Allegro Warrants (who collectively hold approximately 48.8% of the Allegro Warrants) entered into agreements (the “Allegro Warrant Support Agreements”) pursuant to which they agreed to vote all Allegro Warrants beneficially held by them in favor of the Allegro Warrant Amendment. Accordingly, the consent of an additional 16.2% of the outstanding Allegro Warrants is needed to have the Allegro Warrant Amendment approved.

In considering the recommendation of the Allegro Board with respect to the Allegro Warrant Amendment, you should be aware that certain of Allegro’s directors and executive officers have interests that are different from, or in addition to, the interests of Allegro Warrant Holders generally, as further described in the accompanying consent statement/prospectus.

THE ALLEGRO BOARD HAS CAREFULLY CONSIDERED THE ALLEGRO WARRANT AMENDMENT, AND UNANIMOUSLY RECOMMENDS THAT ALLEGRO WARRANT HOLDERS APPROVE THE ALLEGRO WARRANT AMENDMENT, BY EXECUTING AND DELIVERING THE APPLICABLE WRITTEN CONSENT FURNISHED WITH THE ACCOMPANYING CONSENT STATEMENT/PROSPECTUS.

* * * * * * * * * *

If you are an Allegro Stockholder or an Allegro Warrant Holder on the record date, you are urged to complete, date and sign the applicable enclosed written consent and promptly return the completed and executed written consent by one of the means described in “Allegro Solicitation of Written Consents — Submission of Consents” beginning on page 114 of the accompanying consent statement/prospectus. Allegro’s board of directors has set July         , 2026, as the target final date for receipt of written consents. Allegro reserves the right to extend the final date for receipt of written consents without any prior notice to stockholders.

Your written consent is very important. The Merger Proposal must be approved by the written consent of Allegro Stockholders representing at least a majority of the outstanding shares of Allegro Common Stock, in order for the Merger to be consummated, and the Allegro Warrant Amendment must be approved by at least sixty-five percent (65%) of the Allegro Warrants. Your consents, as evidenced by your signing and returning the signature page to the applicable enclosed written consent, are irrevocable once they are received by Allegro, as explained in the accompanying consent statement/prospectus. If you have any questions concerning the Merger, the Merger Agreement, the Merger Proposal, the Allegro Warrant Amendment, the written consents or the accompanying consent statement/prospectus, would like additional copies of the accompanying consent statement/prospectus or need help executing the written consent, please call Allegro at (212) 319-7676.

Sincerely,

Eric S. Rosenfeld
Chief Executive Officer

ADDITIONAL INFORMATION

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”), constitutes a consent statement of Allegro Merger Corp. (“Allegro”) and is also a prospectus of SeeQC, Inc. (“SEEQC”) under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), for shares of SEEQC Common Stock that will be issued pursuant to the Agreement and Plan of Merger, dated as of January 16, 2026 (the “Merger Agreement”).

Please read the section titled “Where You Can Find More Information.” You can obtain any of the documents filed by Allegro and SEEQC with the SEC from the SEC’s website at www.sec.gov. This information is also available to you without charge upon your request in writing or by telephone from Allegro or SEEQC at the following addresses and telephone numbers:

Please note that copies of the documents provided to you will not include exhibits, unless the exhibits are specifically incorporated by reference into this document.

If you request any documents, Allegro or SEEQC will mail them to you by first class mail, or another equally prompt means, within one business day after receipt of your request. To ensure timely delivery of these documents, any request should be made no later than            , 2026.

TABLE OF CONTENTS

Frequently Used Terms

Unless otherwise stated in this consent statement/prospectus or the context otherwise requires, references to:

“Allegro” means Allegro Merger Corp., a Delaware corporation.

“Allegro Board” means the board of directors of Allegro.

“Allegro Bylaws” means the Bylaws of Allegro, as amended from time to time.

“Allegro Charter” means the Amended and Restated Certificate of Incorporation of Allegro, as amended from time to time.

“Allegro Common Stock” means the common stock of Allegro, par value $0.0001 per share.

“Allegro Organizational Documents” means the Allegro Charter and Allegro Bylaws.

“Allegro Rights” means the rights of Allegro, each right entitling the holder to one-tenth of one share of Allegro Common Stock upon consummation of the Merger.

“Allegro Rights Holders” means the holders of the Allegro Rights.

“Allegro Securityholders” means the Allegro Stockholders, the Allegro Warrant Holders and the holders of the Allegro Rights.

“Allegro Stockholder Written Consent” means approval by written consent in lieu of a meeting by the Allegro Stockholders approving the Merger and the other transactions contemplated under the Merger Agreement.

“Allegro Stockholders” means the holders of Allegro Common Stock.

“Allegro Support Agreement” means the Stockholder Support Agreement, dated as of January 16, 2026, by and among SEEQC, Allegro and the Allegro Stockholders and Allegro Warrant Holders party thereto in the form attached hereto as Annex D.

“Allegro Warrant Agreement” means that certain warrant agreement, dated as of July 2, 2018, by and between Allegro and Continental Stock Transfer & Trust Company, as warrant agent, providing for the form and provisions of the Allegro Warrants.

“Allegro Warrant Amendment” means the amendment to the Allegro Warrants, in the form attached hereto as Annex B, pursuant to which, immediately prior to the Effective Time, each of the issued and outstanding Allegro Warrants automatically will convert into the right to receive 0.1 of a share of SEEQC Common Stock, subject to equitable adjustment to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into SEEQC Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the SEEQC Common Stock occurring on or after the date hereof (other than the SEEQC Preferred Stock Conversion and the SEEQC Stock Split), with such amount reflecting a value of $5.00 per share of SEEQC Common Stock, without the payment of any additional consideration (the “Allegro Warrant Conversion”).

“Allegro Warrant Holder Written Consent” means approval by written consent by at least sixty-five percent (65%) of the Allegro Warrants.

“Allegro Warrant Holders” means the holders of the Allegro Warrants.

“Allegro Warrant Support Agreements” mean those Warrantholder Support Agreements, dated as of April 22, 2026, by and among SEEQC, Allegro and the Allegro Warrant Holders party thereto in the form attached hereto as Annex E.

“Allegro Warrants” means those certain common stock purchase warrants, each entitling the holder thereof to purchase one share of Allegro Common Stock at an exercise price of $11.50.

“Allegro Written Consents” means the Allegro Stockholder Written Consent and the Allegro Warrant Holder Written Consent.

“Closing” means the closing of the transactions contemplated by the Merger Agreement, including the Merger.

“Closing Date” means the second business day following the satisfaction or waiver of each of the closing conditions set forth in the Merger Agreement (other than those conditions which can be satisfied only at the Closing, but subject to the satisfaction or waiver of such conditions at Closing), or at such other time and place as may be agreed to by Allegro and SEEQC.

“Code” means the Internal Revenue Code of 1986, as amended.

“consent statement/prospectus” means the consent statement/prospectus included in this Registration Statement.

“Contributors” means certain individuals and entities that participated in the private placement of units that occurred simultaneously with the Allegro’s initial public offering, who made the Contributions to Allegro in order to extend the time period that Allegro had to consummate an initial business combination.

“Contributions” means an aggregate amount of $781,700 contributed to Allegro in order to extend the time period that Allegro had to consummate an initial business combination, representing contributions covering a prorated amount of $0.02 per unconverted Public Share for the partial month of January 2020 and $0.025 per unconverted Public Share for each of February 2020 and March 2020, which contributions do not bear any interest and will be repayable by Allegro upon consummation of a merger transaction, or will be forgiven if Allegro is unable to consummate a merger transaction.

“Court” means the Delaware Court of Chancery.

“DGCL” means the General Corporation Law of the State of Delaware.

“Effective Time” means the time at which the Merger shall become effective.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Merger” means the transaction whereby Merger Sub will merge with and into Allegro, with Allegro being the surviving entity (the “Surviving Company”) of the Merger and the Allegro Stockholders receiving shares of SEEQC Common Stock as described herein in exchange for all the outstanding shares of Allegro Common Stock.

“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of January 16, 2026, by and among Allegro, SEEQC, and Merger Sub.

“Merger Consideration” means the shares of SEEQC Common Stock issued to the holders of Allegro Common Stock and Allegro Rights at the Effective Time in consideration for the cancellation and conversion of the Allegro Common Stock and Allegro Rights.

“Merger Sub” means SEEQC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of SEEQC.

“New SEEQC Bylaws” means the Amended and Restated Bylaws of SEEQC to be adopted prior to the consummation of the Merger in the form attached hereto as Annex H.

“New SEEQC Charter” means the Amended and Restated Certificate of Incorporation of SEEQC to be adopted prior to the consummation of the Merger in the form attached hereto as Annex G.

“PCAOB” means the Public Company Accounting Oversight Board.

“Person” means any individual or any corporation, association, partnership, limited liability company, joint venture, joint stock or other company, business trust, trust, organization, governmental authority or other entity of any kind.

“PIPE Investment” means the debt or equity financing in the amount of $65 million to be consummated prior to, or substantially concurrently with, the Closing.

“Public Offering” means a firm commitment underwritten public offering of SEEQC Common Stock in the amount of $75 million to be consummated prior to, or substantially concurrently with, the Closing.

“Registration Rights Agreement” means that certain Registration Rights Agreement, by and among SEEQC, certain SEEQC Stockholders and certain Allegro Stockholders, in the form attached hereto as Annex F.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“SEEQC” means SeeQC, Inc., a Delaware corporation.

“SEEQC Board” means the board of directors of SEEQC.

“SEEQC Bylaws” means the Amended and Restated Bylaws of SEEQC, as amended from time to time.

“SEEQC Charter” means the Fourth Amended and Restated Certificate of Incorporation of SEEQC, as amended from time to time.

“SEEQC Common Stock” means the common stock of SEEQC, par value $0.0001 per share.

“SEEQC Equity Plan” means SEEQC’s 2019 Equity Incentive Plan.

“SEEQC Preferred Stock” means the preferred stock of SEEQC, par value $0.0001 per share.

“SEEQC Preferred Stock Conversion” means the conversion of SEEQC Preferred Stock into SEEQC Common Stock in accordance with SEEQC’s Charter Documents and subject to the receipt of the SEEQC Preferred Stockholder Written Consent.

“SEEQC Preferred Stockholder Written Consent” means the approval by written consent in lieu of a meeting by the holders of no less than 66.67% of the issued and outstanding SEEQC Preferred Stock approving the SEEQC Preferred Stock Conversion.

“SEEQC Stock Split” means the split of the SEEQC Common Stock, in accordance with the terms set forth in an amendment to the SEEQC Charter, such that the holders of SEEQC Common Stock, as determined immediately following the SEEQC Preferred Stock Conversion but prior to the Effective Time, will hold, in the aggregate, 200,000,000 shares of SEEQC Common Stock, less the number of shares of SEEQC Common Stock issuable upon exercise, exchange or conversion of the SEEQC derivative securities outstanding immediately thereafter (after taking into account any adjustment thereto as a result of the SEEQC Preferred Stock Conversion or the SEEQC Stock Split).

“SEEQC Stockholders” means the holders of SEEQC Common Stock and SEEQC Preferred Stock.

“SEEQC Support Agreement” means the Stockholder Support Agreement, dated as of January 16, 2026, by and among SEEQC, Allegro and the SEEQC Stockholders party thereto in the form attached hereto as Annex C.

“Transactions” means the transactions contemplated by the Merger Agreement, including the Merger, the PIPE Investment, the Public Offering, the SEEQC Preferred Stock Conversion, the Allegro Warrant Conversion and the amendment of the SEEQC Charter, including the SEEQC Stock Split.

“Treasury Regulations” means the United States Treasury regulations promulgated under the Code.

“U.S.” or “United States” means the United States of America.

“U.S. GAAP” means the accounting principles generally accepted in the United States of America.

QUESTIONS AND ANSWERS ABOUT THE MERGER

Set forth below are questions that you, as a holder of Allegro Common Stock or Allegro Warrants (each as defined below), may have regarding the Merger (as defined below) and brief answers to those questions. For more complete descriptions of the legal and other terms of the Merger, please read this entire document, including the Merger Agreement (as defined below), which is attached as Annex A to this consent statement/prospectus, and the documents incorporated by reference into this document. You may obtain a list of the documents incorporated by reference into this document in the section entitled “Where You Can Find More Information” beginning on page 196.

Q:     I am a holder of Allegro Common Stock, why am I receiving this consent statement/prospectus?

A:     On January 16, 2026, Allegro, entered into the Merger Agreement with SEEQC, and Merger Sub. Pursuant to the Merger Agreement, Allegro will merge with and into Merger Sub, with Allegro surviving the merger. As a result of the Merger, Allegro will become a direct, wholly-owned subsidiary of SEEQC and the security holders of Allegro will become security holders of SEEQC. The approval of the holders of a majority of outstanding shares of Allegro Common Stock is required to approve the Merger Agreement and the other transactions contemplated thereby. This consent statement/prospectus serves as both consent statement of Allegro and a prospectus of SEEQC in connection with the Merger Agreement, the Merger and the transactions contemplated thereby.

As of the close of business on June 12, 2026 (the “Allegro Record Date”), 4,110,000 shares of Allegro Common Stock are issued and outstanding and the consent of 2,055,001 shares of the issued and outstanding shares of Allegro Common Stock are required to approve the Merger, which represents a majority of the issued and outstanding shares of Allegro Common Stock. Pursuant to the Allegro Support Agreement, certain of the initial stockholders of Allegro, who collectively hold more than 50% of the Allegro Common Stock, agreed to, among other things, and subject to certain exceptions, vote or cause to be voted all shares of Allegro Common Stock beneficially held by them in favor of all proposals necessary to effectuate the Transactions.

Q:     I am a holder of Allegro Warrants, why am I receiving this consent statement/prospectus?

A:     In connection with the Merger, Allegro is seeking to amend the Allegro Warrants pursuant to the Allegro Warrant Amendment, so that, immediately prior to the Effective Time, each of the issued and outstanding Allegro Warrants will automatically convert into the right to receive 0.1 of a share of SEEQC Common Stock.

As of the Allegro Record Date, 15,322,500 Allegro Warrants are issued and outstanding and the consent of 9,959,626 of the issued and outstanding Allegro Warrants are required to approve the Allegro Warrant Amendment, which represents 65% of the issued and outstanding Allegro Warrants.

Q:     What will happen to the Allegro Common Stock in connection with the Merger?

A:     In connection with the Merger, each share of Allegro Common Stock and each Allegro Right issued and outstanding immediately before the Effective Time (other than shares as to which statutory dissenter’s rights have been exercised and Allegro Common Stock held by Allegro, SEEQC or any of their respective subsidiaries) will be canceled and converted into and become the right to receive one share of SEEQC Common Stock (multiplied by 1/10th in the case of the Allegro Rights).

Q:     Why is Allegro proposing the Merger?

A:     The Allegro Board unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, Allegro and the Allegro Stockholders. Please see the section titled “The Merger — Approval of the Allegro Board and Reasons for the Merger” in this consent statement/prospectus for further information regarding the reasons for the Merger.

Q:     What happens if the Merger is not completed?

A:      If the Merger is not completed for any reason, holders of Allegro Common Stock and Allegro Warrants will not receive any consideration in exchange for their shares.

Q:     What if the Allegro Warrant Amendment is not approved?

A:     In the event that the Allegro Warrant Amendment is not approved and the Merger is consummated, SEEQC has agreed to assume the Allegro Warrants.

Q:     What is a consent, and why is Allegro requesting a written consent in lieu of a meeting with stockholders?

A:     The Allegro Written Consents are written consents/authorization approving the Merger and the Warrant Amendment and are outlined within this consent statement/prospectus, without the need for a formal stockholders meeting. Under the terms of the Merger Agreement, the Allegro Organizational Documents and applicable law, Allegro is not required to call any meeting of its stockholders in connection with the Allegro Stockholder Written Consent and may obtain stockholder approvals by written consent in lieu of a meeting by receipt of the consent of a majority of the outstanding shares of Allegro Common Stock. Further, under the Allegro Warrant Agreement, Allegro is not required to call any meeting of the warrant holders in connection with the Allegro Warrant Written Consent and may obtain warrant holder approval by written consent by receipt of the consent of at least sixty-five percent (65%) of the Allegro Warrants.

Q:     Who is entitled to deliver written consents to approve the Merger Agreement?

A:     Only written consents received from holders of Allegro Common Stock as of the Allegro Record Date, will be counted for purposes of approving the Merger Agreement and the transactions contemplated thereby. As of the Allegro Record Date, there were 4,110,000 shares of Allegro Common Stock outstanding.

Q:     Who is entitled to deliver written consents to approve the Allegro Warrant Amendment?

A:     Only written consents received from holders of Allegro Warrants as of the Allegro Record Date, will be counted for purposes of approving the Allegro Warrant Amendment. As of the Allegro Record Date, there were 15,322,500 Allegro Warrants outstanding.

Q:     Have any Allegro Stockholders already committed to vote in favor of the Merger?

A:     Yes, SEEQC, Allegro and certain of the initial stockholders of Allegro (who collectively hold more than 50% of the Allegro Common Stock) entered into the Allegro Support Agreement, pursuant to which they agreed to vote or cause to be voted all shares of Allegro Common Stock and Allegro Warrants beneficially held by them (i) in favor of all proposals necessary to effectuate the Transactions; (ii) in favor of Allegro Warrant Amendment, and (iii) against (x) any proposal or offer from any other person (other than SEEQC or its affiliates) with respect to certain competing transactions; and (y) any action, proposal, transaction, or agreement that could reasonably be expected to materially impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions or the fulfillment of Allegro’s obligations under the Merger Agreement or change in any manner the voting rights of any class of shares of Allegro (other than as contemplated by the Merger Agreement). Pursuant to the Allegro Support Agreement, such stockholders also agreed to waive any appraisal or dissenters’ rights under applicable law and not to exercise any right to redeem shares of capital stock of Allegro. Please see the section titled “Merger Agreement and Ancillary Documents — Ancillary Documents — Allegro Support Agreement” in this consent statement/prospectus for further information regarding the Allegro Support Agreement.

Q:     Have any Allegro Warrant Holders already committed to vote in favor of the Warrant Amendment?

A:     Yes, concurrently with the execution of the Merger Agreement, SEEQC, Allegro and certain of the initial stockholders of Allegro (who collectively hold approximately 0.3% of the Allegro Warrants) entered into the Allegro Support Agreement pursuant to which they agreed to vote or cause to be voted all Allegro Warrants beneficially held by them in favor of the Allegro Warrant Amendment. Additionally, on April 22, 2026, SEEQC, Allegro and certain Allegro Warrant Holders (who collectively hold more than 48.5% of the Allegro Warrants) entered into the Allegro Warrant Support Agreements, pursuant to which the Allegro Warrant Holders party to the agreement agreed to vote or cause to be voted all Allegro Warrants beneficially held by them (i) in favor of all proposals necessary to effectuate the Allegro Warrant Amendment; and (ii) against (x) any proposal or offer from any other person (other than SEEQC or its affiliates) with respect to an alternative amendment to the Allegro Warrants; and (y) any action, proposal, transaction, or agreement that could reasonably be expected to materially impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Allegro Warrant Amendment or the fulfillment of Allegro’s obligations under the Allegro Warrant Amendment. Please see the section titled “Merger Agreement and Ancillary Documents — Ancillary Documents — Allegro Warrant Support Agreements” in this consent statement/prospectus for further information regarding the Allegro Warrant Support Agreements.

Q:     What will the equity ownership structure of SEEQC be after the consummation of the Merger?

A:     Immediately after the Effective Time, after giving effect to the SEEQC Preferred Stock Conversion, the SEEQC Stock Split and the Merger, and assuming, among other things, that the Allegro Warrant Holders approve the Allegro Warrant Amendment, Allegro issues 13,000,000 shares of Allegro Common Stock in the PIPE Investment, and the consummation of the Public Offering resulting in the issuance of 11,538,462 shares of SEEQC Common Stock, the SEEQC Stockholders will own approximately 82.71% of the issued and outstanding shares of SEEQC Common Stock and the Allegro Securityholders will own approximately 8.89% of the issued and outstanding shares of SEEQC Common Stock, subject to adjustment based on the number of Allegro Common Stock, Allegro Warrants, Allegro Rights, SEEQC Common Stock, SEEQC Preferred Stock and SEEQC derivative securities outstanding immediately prior to the Effective Time and based on the assumptions set forth elsewhere in this consent statement/prospectus.

Q:     Are there any important risks related to the Merger or SEEQC’s or Allegro’s businesses of which I should be aware?

A:     Yes, there are important risks related to the Merger and SEEQC’s and Allegro’s businesses. Before making any decision on how to vote, SEEQC and Allegro urge you to read carefully and in its entirety the section titled “Risk Factors” beginning on page 10 of this consent statement/prospectus. You also should read and carefully consider the risk factors relating to Allegro contained in Allegro’s Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q, in each case as updated from time to time in Allegro’s subsequent filings with the U.S. Securities and Exchange Commission (the “SEC”).

Q:     Do Allegro directors and executive officers have interests that may differ from those of other Allegro securityholders?

A:     Yes. Allegro securityholders should be aware and take into account the fact that Allegro’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of Allegro securityholders generally and that may create potential conflicts of interest. See the section titled “The Merger — Interests of Allegro Directors and Executive Officers in the Merger” beginning on page 131 of this consent statement/prospectus.

Q:     What is the deadline for returning my written consent?

A:     Allegro securityholders may execute and return their written consent as soon as reasonably practicable after the date this consent statement/prospectus becomes effective and until July     , 2026 (the “Consent Deadline”).

Q:     How do I return my Allegro written consent?

A:     If you are a holder of Allegro Common Stock as of the Allegro Record Date, and after carefully reading and considering the information contained in this consent statement/prospectus you wish to return your written consent, please complete, date and sign the enclosed written consent and promptly return it as instructed. If you are a direct registered holder of Allegro Common Stock, please send the enclosed notice of consent to the address below.

Allegro Merger Corp.
777 Third Avenue, 37th Floor,
New York, New York 10017
Attention: Investor Relations

Allegro will not be holding a meeting to approve the Merger Agreement, and therefore you will be unable to vote in person.

Q:     What if I hold both SEEQC securities and Allegro securities?

A:     If you are both a SEEQC securityholder and an Allegro securityholder, you will still receive consent solicitation materials from Allegro. Therefore, please complete, date and sign and deliver the written consent that you receive from Allegro.

Q:     If I am an Allegro securityholder, can I change or revoke my written consent?

A:     No. Your written consent to the Merger Proposal or the Allegro Warrant Amendment, as evidenced by your signing and returning the signature page of the applicable enclosed written consent, may not be changed or revoked once it is received by Allegro.

Q:     What do I do if I receive more than one set of consent solicitation materials?

A:     You may receive more than one set of consent solicitation materials, including multiple copies of this consent statement/prospectus or the consent solicitation materials. This can occur if you hold your Allegro securities in more than one brokerage account, if you hold Allegro securities directly as a holder of record and also in street name, or otherwise through another holder of record, if you hold more than one type of Allegro security and in certain other circumstances. If you receive more than one set of consent solicitation materials, please return each set separately in order to ensure that all of your written consents are delivered, as applicable.

Furthermore, Allegro is soliciting the consent of both its stockholders and its warrant holders pursuant to these consent solicitation materials. Accordingly, if you hold both types of securities, you will receive a written consent for each one. Please return both the written consent of stockholder and the written consent of warrant holder to ensure that your vote on both the Merger Proposal and the Allegro Warrant Amendment is received.

Q:     If my shares of Allegro Common Stock are held in “street name,” will my brokerage firm, bank or other nominee consent for me?

A:     No. If your shares of Allegro Common Stock are held in “street name,” you must instruct your brokerage firm, bank or other nominee whether you consent to or withhold consent. You should follow the instructions provided by your brokerage firm, bank or other nominee.

Q:     What will happen if I do not execute and return my written consent?

A:     If you are an Allegro securityholder as of the close of business on the Allegro Record Date and you do not execute and return a written consent, it will have the same effect as a vote against the approval of the Merger Agreement and the transactions contemplated thereby.

Q:     Are Allegro Stockholders entitled to seek appraisal rights if they do not deliver a written consent?

A:     Yes. An Allegro Stockholder will have the right to seek appraisal of the fair value of such stockholder’s shares of Allegro Common Stock if the Merger is completed, in lieu of receiving the per share merger consideration, but only if such Allegro Stockholder does not sign and return a written consent to the Merger Proposal and otherwise complies with the procedures of Section 262 of the DGCL, which is the appraisal rights statute applicable to Delaware corporations. Following Allegro’s receipt of sufficient written consents to adopt the Merger Agreement, Allegro will send a notice of action by written consent and appraisal rights (“Notice of Appraisal Rights”) to all Allegro Stockholders (including beneficial owners of shares of Allegro Common Stock) who satisfy the applicable statutory conditions. An Allegro Stockholder electing to exercise his, her or its appraisal rights will need to take action at that time, in response to that notice. However, a description of the appraisal rights is being provided to all Allegro Stockholders now so they can determine whether they wish to preserve their ability to demand appraisal rights in the future. Failure to strictly comply with Section 262 of the DGCL may result in a stockholder’s waiver of, or inability to exercise, appraisal rights. For more information regarding appraisal rights, see “The Merger — Appraisal Rights.”

Q:     What are the expected U.S. federal income tax consequences to a holder of Allegro Common Stock or Allegro Warrants as a result of the transactions contemplated by the Merger Agreement?

A:     The U.S. federal income tax consequences of the Merger and the Allegro Warrant Conversion to Allegro Stockholders and Allegro Warrant Holders will depend primarily upon whether the Merger and the Allegro Warrant Conversion qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is intended that the Merger and the Allegro Warrant Conversion should qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder. However, the parties to the Merger and the Allegro Warrant Conversion provide no assurance that treatment as a tax-free reorganization will

result. Allegro Stockholders and Allegro Warrant Holders are urged to consult their U.S. tax advisors regarding the consequences of the Merger and the Allegro Warrant Conversion to them. For information, please read “Material U.S. Federal Income Tax Consequences” and “Risk Factors — Risks Related to the Merger.”

Q:     What are the conditions to the completion of the Merger and the other transactions contemplated by the Merger Agreement?

A:     The completion of the Merger is subject to the satisfaction or waiver of customary closing conditions, including, among others: (i) absence of any decree, injunction or other order (whether temporary, preliminary or permanent) restraining, enjoining or prohibiting consummation of the Merger, (ii) effectiveness of this Registration Statement, (iii) consummation of the PIPE Investment, (iv) the authorization for listing of the SEEQC Common Stock on The Nasdaq Stock Market LLC, the New York Stock Exchange or the NYSE American, and (v) receipt of the SEEQC Preferred Stockholder Written Consent, and the Allegro Stockholder Written Consent (see “The Merger Agreement — Conditions to Closing” beginning on page 139 of this consent statement/prospectus).

Q:     When are the Merger and the other transactions contemplated by the Merger Agreement expected to be completed?

A:     As of the date of this consent statement/prospectus, it is not possible to accurately estimate the closing date for the Merger because the Merger is subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions to SEEQC’s and Allegro’s obligations to complete the Merger; however, SEEQC and Allegro currently expect the Merger to close in the second quarter of 2026. Due to the requirement to obtain certain governmental approvals and other conditions necessary to complete the Merger, no assurance can be given as to when, or if, the Merger will be completed.

Q:     Will the SEEQC Common Stock issued to Allegro Stockholders, Allegro Rights Holders and Allegro Warrant Holders be traded on an exchange?

A:     Yes. It is a condition to completion of the Merger that the SEEQC Common Stock be listed on The Nasdaq Stock Market LLC, the New York Stock Exchange or the NYSE American, subject to official notice of issuance.

Q:     If the Allegro Warrant Amendment is not approved and SEEQC assumes the Allegro Warrants, will the warrants be traded on an exchange?

A:     No. if the Allegro Warrant Amendment is not approved and SEEQC assumes the Allegro Warrants, SEEQC does not anticipate listing such warrants for trading on a national securities exchange, which would limit their liquidity.

Q:     If I am an Allegro securityholder, whom should I call with questions?

A:     If you have any questions about the transactions contemplated by the Merger Agreement or the Allegro consent solicitation materials, or desire additional copies of this consent statement/prospectus, you should contact proxy@mackenziepartners.com.

Q:     Where can I find more information about SEEQC and Allegro?

A:     You can find more information about SEEQC and Allegro from the various sources described under “Where You Can Find More Information” beginning on page 196 of this consent statement/prospectus.

RISK FACTORS

In addition to the other information included and incorporated by reference into this document, including the matters addressed in the section titled “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risks. In addition, you should read and consider the risks associated with each of the businesses of SEEQC and Allegro. Risks relating to Allegro can be found in Allegro’s Annual Reports on Form 10-K for the year ended December 31, 2025, as updated by subsequent Quarterly Reports on Form 10-Q, all of which are filed with the SEC and incorporated by reference into this consent statement/prospectus. For further information regarding the documents incorporated into this document by reference, please see the section titled “Where You Can Find More Information” beginning on page 196 of this consent statement/prospectus. Realization of any of the risks described below, any of the events described under “Cautionary Statement Regarding Forward-Looking Statements” or any of the risks or events described in the documents incorporated by reference could have a material adverse effect on SEEQC, Allegro or the combined company’s business, financial condition, cash flows and results of operations.

Risks Related to SEEQC’s Financial Condition and Status as an Early-Stage Company

Unless the context otherwise requires, all references in this subsection to “SEEQC,” “we,” “us” or “our” refer to SEEQC and its subsidiaries.

We will require a significant amount of cash to invest in ongoing research and development, capital expenditures and business operations and may need additional capital sooner than planned to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, and we cannot be sure that additional financing will be available. If we are unable to raise additional funding when needed, we may be required to delay, limit or substantially reduce our quantum computing development efforts.

Our business and future plans for expansion are capital-intensive, and the specific timing of cash inflows and outflows may fluctuate substantially from period to period. We will require a significant amount of cash for expenditures as we invest in ongoing research and development and business operations. The actual amounts we may be required to spend on these matters may be greater and more significant than our expectations.

We believe that our existing cash, cash equivalents and marketable securities should be sufficient to meet our anticipated operating cash needs for at least the next twelve months based on our current business plan, and expectations and assumptions considering current macroeconomic conditions. Our operating plan may change because of factors currently unknown, and we may need to seek additional funds sooner than planned, through public or private equity or debt financing or other sources, such as strategic collaborations or other transactions. In addition, we may seek additional capital even if we believe that we have sufficient funds for current or future operating plans. Such financings may result in dilution to stockholders, issuance of securities with priority as to liquidation and dividend and other rights more favorable than common stock, imposition of debt covenants and repayment obligations or other restrictions that may adversely affect our business. Any funds we raise may not be sufficient to enable us to continue to implement our long-term business strategy. Further, our ability to raise additional capital may be adversely impacted by worsening global economic conditions and disruptions to and volatility in the credit and financial markets in the United States and current and future military conflicts and wars around the world including related sanctions and tariffs and trade protection measures. There can be no assurance that deterioration in credit and financial markets and confidence in economic conditions will not occur. A severe or prolonged economic downturn could result in a variety of risks to our business, including weakened demand for our products and services and our ability to raise additional capital when needed on acceptable terms, if at all. If the equity and credit markets deteriorate, it may make any necessary financing more difficult, more costly, and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could impair our ability to achieve our growth strategy, could harm our financial performance and stock price, could require us to delay or abandon our business plans, and could require us to delay, limit, or substantially reduce our quantum computing development efforts.

If we are unable to obtain sufficient capital we would be unable to fund our operations and capital expenditures and may be required to evaluate alternatives, which could include dissolving and liquidating our assets in which case we may receive less than the value at which those assets are carried on our audited financial statements, and/or seeking protection under bankruptcy laws, and a determination to file for bankruptcy could occur at a time that is earlier than when we would otherwise exhaust our cash resources, and it is unclear to what extent we would be able to pay our obligations, and, accordingly, it is further unclear whether and to what extent any resources would be available for

distribution to stockholders. This could potentially cause us to cease operations and result in a complete or partial loss of your investment in our securities. We cannot anticipate all of the ways in which the economic climate and financial market and geopolitical conditions could adversely impact our business. There can be no assurance that financing will be available to us on favorable terms, or at all. In addition, our ability to raise additional capital through the sale of securities could be significantly impacted by the resale of our securities by holders of our securities which could result in a significant decline in the trading price of our securities and potentially hinder our ability to raise capital at terms that are acceptable to us or at all.

We are in our early stages and have a limited operating history, which makes it difficult to forecast the future results of our operations.

As a result of our limited operating history, our ability to accurately forecast the future results of operations is limited and subject to a number of uncertainties, including our ability to plan for and model future growth. Our ability to generate revenues will largely be dependent on our ability to develop and produce chip solutions, including firmware/software, for quantum computers with increasing numbers of quantum bits (“qubits”) and with increasing levels of performance. We are still in the technology development phase. Our technology development is focused on the integration of existing functional components into scalable, system-level solutions, that we can use to leverage our customers’ technology roadmaps to generate commercial revenue. Our scalable business model has not been formed as of yet and our technology may not develop as quickly as hoped, or even at all. The development of our scalable business model will likely require the incurrence of a substantially higher level of costs than incurred to date, while our revenues will not substantially increase unless and until we demonstrate that our chips support and enable more powerful, scalable, higher performing quantum computers, which requires a number of technological advancements which may not occur on the currently anticipated timetable or at all, and that we can successfully integrate our chip solutions into third party quantum system developer’s computers. As a result, our historical results should not be considered indicative of our future performance. Further, in future periods, our growth could slow or decline for a number of reasons, including but not limited to slowing demand for sales of our chip solutions, including firmware/software, increased competition, changes to technology, inability to scale up or improve performance of our technology, a decrease in the growth of the market, or our failure, for any reason, to continue to take advantage of growth opportunities. We have also encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If our assumptions regarding these risks and uncertainties and our future growth are incorrect or change, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, and our business could suffer. Our success as a business ultimately relies upon fundamental research and development breakthroughs in the coming years. There is no certainty these research and development milestones will be achieved as quickly as hoped, or even at all.

We have a history of operating losses and expect to incur significant expenses and continuing losses for the foreseeable future.

The Company has incurred recurring losses and negative operating cash flows since its inception, including a net loss of $12.2 million and $10.1 million for the years ended December 31, 2025 and December 31, 2024, respectively. As of December 31, 2025, we had an accumulated deficit of $55.7 million. SEEQC’s consolidated financial statements included elsewhere in this consent statement/prospectus have been prepared assuming that we will continue as a going concern. We may incur significantly higher losses in future periods as we, among other things, continue to incur significant expenses in connection with the design, development and manufacturing of our quantum computing chips, firmware and software and as we expand our research and development activities, invest in additional manufacturing and testing capabilities, build up inventories and supplies of components for our chips, increase our sales and marketing activities, including supporting projects to integrate our chip solutions into third party quantum system developer’s and integrator’s computers, develop our infrastructure and increase our general and administrative functions to support our growing operations and our being a public company. We may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in revenues, which would further increase our losses. In the years ended December 31, 2025 and December 31, 2024, our total revenue was $5.8 million and $2.8 million, respectively, and there is no guarantee that we will be able to significantly increase our revenue in the future. If we are unable to achieve and/or sustain profitability, or if we are unable to achieve the growth that we expect from these investments, it could have a material adverse effect on our business, financial condition or results of operations. Our business model is unproven and may never allow us to cover our costs.

Our operating results may be adversely affected by unfavorable economic and market conditions. In the future, we may be required to record significant charges for impairment of our long-lived assets, other assets or investments.

An adverse change in market conditions, including a sustained decline in our stock price, negative changes to our position in the market, or lack of growth in demand for our products and services could be considered to be an impairment triggering event. Such changes in the future could impact valuation assumptions relating to the recoverability of assets and may result in impairment charges to our long-lived assets, other assets or investments, which would have a negative impact on our operating results and harm our business. There are inherent uncertainties in management’s estimates, judgments and assumptions used in assessing recoverability of intangible, and other long-lived assets. Any material changes in key assumptions, including failure to meet business plans, a deterioration in the U.S. and global financial markets, an increase in interest rates or an increase in the cost of equity financing by market participants within the industry or other unanticipated events and circumstances, may decrease our projected cash flows or increase discount rates and could potentially result in an impairment charge. From time to time, we may be required to record a significant charge to earnings in our consolidated financial statements during the period in which any impairment of our long-lived assets is determined, which could have a materially adverse impact on our business operations and our financial position or results of operations.

We may not be able to scale our business quickly enough to meet customer and market demand, which could result in lower profitability or cause us to fail to execute on our business strategies.

In order to grow our business, we will need to continually evolve and scale our business and operations to meet customer and market demand. Quantum computing technology has never been sold at large-scale commercial levels. Evolving and scaling our business and operations places increased demands on our management as well as our financial and operational resources to:

•        attract new customers and grow our customer base;

•        maintain and increase the rates at which existing customers adopt our chip solution products and services, sell additional products and services to our existing customers, and reduce customer churn;

•        invest in our platform and product offerings;

•        effectively manage organizational change;

•        accelerate and/or refocus research and development activities;

•        expand manufacturing and supply chain capacity;

•        increase sales and marketing efforts;

•        broaden customer support and services capabilities;

•        maintain or increase operational efficiencies;

•        implement appropriate operational and financial systems; and

•        establish and maintain effective financial disclosure controls and procedures.

Commercial traction of quantum computing technology at large-scale commercial levels may never occur. As noted above, there are significant technological challenges associated with developing, producing, marketing and selling products and services in the advanced technology industry, including our products and services, and we may not be able to resolve all of the difficulties that may arise in a timely or cost-effective manner, or at all. We may not be able to cost effectively manage production at a scale or quality consistent with customer demand in a timely or economic manner.

Our ability to scale is dependent also upon components we must source from multiple industries including: from the electronics and semi-conductor industries with CPUs, GPUs, FPGAs, radio frequency (“RF”) electronics and components; from the cryogenic industry with dilution refrigerators and associated helium gas products, cryogenic RF electronics and components; and from the semiconductor industry with silicon wafers and other specialty materials, tooling and measurement equipment. Shortages or supply interruptions in any of these components will have an adverse impact on our ability to deliver revenues.

Our quantum computer chip solutions may have defects in design or manufacturing that could harm our business, expose us to liability, and adversely affect our financial results.

If large-scale development of third party quantum computers incorporating our chip solutions commences, our chips, firmware and software may contain defects in design and manufacture that may cause them to not perform as expected or that may require repair and design changes or they may not achieve performance requirements of our customers. Our quantum computing technology is inherently complex and incorporates technology and components that have not been used for other applications and that may contain defects and errors, particularly when first introduced. We have a limited frame of reference from which to evaluate the long-term performance of our chip solutions operating within third party quantum computers and there are no standards of design, implementation or performance in the quantum computing industry. There can be no assurance that we will be able to detect and fix any defects in our quantum computers in a timely manner that does not disrupt our sales of products and services to our customers.

If our technology fails to perform as expected, customers may seek out a competitor or turn away from quantum computing entirely, each of which could adversely affect our sales and brand and could adversely affect our business, prospects and results of operations. If defects in our technology lead to erroneous outputs, third parties relying on those outputs may draw from them erroneous conclusions, creating a risk that we will be liable to those third parties.

If we cannot evolve and scale our business and operations effectively, we may not be able to execute our business strategies in a cost-effective manner and our business, financial condition, profitability and results of operations could be adversely affected.

Even if the market in which we compete achieves its anticipated growth levels, our business could fail to grow at similar rates, if at all.

Our success will depend upon our ability to expand, scale our operations, and increase our sales and support capability. Even if the market in which we compete meets the size estimates and growth forecasted, our business could fail to grow at similar rates, if at all. Our growth is dependent upon our ability to successfully develop and sell quantum computing chip solutions, expand our product solutions and services, retain customers, bring in new customers and retain critical talent. While we currently are developing quantum computing chips for superconducting quantum systems, we may not be able to achieve required performance of our technology for quantum system developers and integrators utilizing other current or future quantum modalities including, but not limited to semiconductor spin, topological, photonic, neutral or cold atom, trapped ion, Nitrogen-vacancy (NV) centers, and other quantum modalities. Unforeseen issues associated with scaling up and constructing quantum computing technology at large-scale commercially viable levels could have a negative impact on our business, financial condition and results of operations. We do not have experience with the large-scale production and sale of quantum computing technology. Moreover, because of our unique technology, our customers will require particular support and service functions, some of which are not currently available, and may never be available. If we experience delays in adding such support capacity or servicing our customers efficiently or experiencing unforeseen issues with the reliability of our technology, we could overburden our servicing and support capabilities. Similarly, increasing the number of our products and services would require us to rapidly increase the availability of these services. Failure to adequately support and service our customers may inhibit our growth and ability to expand.

There is no assurance that we will be able to scale our business to meet our sales, manufacturing, installation, servicing and quantum computing deployment targets globally, that expected growth levels will prove accurate or that the pace of growth or coverage of our customer infrastructure network will meet customer expectations. For example, our competitors or customers may achieve certain narrow and/or broad quantum milestones without our chip solutions or faster than us, which may negatively impact our business and prospects. Failure to grow at rates similar to that of the quantum computing industry may adversely affect our operating results and ability to effectively compete within the industry.

We may not manage growth effectively, including with respect to our employee base, and managing our operations successfully.

Our failure to manage growth effectively could harm our business, results of operations and financial condition. We anticipate that a period of significant expansion will be required to address potential growth. This expansion will place a significant strain on our management, operational and financial resources. Expansion and upgrades to our

facilities require significant cash investments and management resources and there is no guarantee that they will generate additional sales of our products or services, or that we will be able to avoid cost overruns or be able to hire additional personnel to support us. In addition, we also need to ensure our compliance with regulatory requirements in various jurisdictions applicable to the sale, installation and servicing of our products. To manage the growth of our operations and personnel, we must establish and maintain appropriate and scalable operational and financial systems, procedures and controls and establish and maintain qualified finance, administrative and operations staff. We may be unable to acquire the necessary capabilities and personnel required to manage growth or to identify, manage and take advantage of potential strategic relationships and market opportunities.

Our ability to use net operating loss carryforwards and other tax attributes may be limited.

We have incurred losses during our history, do not expect to become profitable in the near future and may never achieve profitability. To the extent that we continue to generate losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire, if at all. As of December 31, 2025, we had U.S. federal and state net operating loss carryforwards of approximately $30.4 million and $23.0 million, respectively. Our net operating loss carryforwards and other tax attributes are subject to review and possible adjustment by the Internal Revenue Service, and state tax authorities. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), our U.S. federal net operating loss carryforwards and other tax attributes may become subject to an annual limitation in the event of certain cumulative changes in the ownership of our stock. An “ownership change” pursuant to Section 382 of the Code generally occurs if one or more stockholders or groups of stockholders who own at least 5% of a company’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Our ability to utilize our net operating loss carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as a result of ownership changes, including changes in connection with the Merger or other transactions. Similar rules may apply under state tax laws. We have not yet determined the amount of the cumulative change in our ownership resulting from the Merger or other transactions, or any resulting limitations on our ability to utilize our net operating loss carryforwards and other tax attributes. If we earn taxable income, such limitations could result in increased future income tax liability and our future cash flows could be adversely affected.

Our revenue is highly concentrated among a small number of customers whose agreements will expire in the near term, and we may not be able to maintain or replace this revenue.

We currently have a high degree of revenue concentration. The loss of any of our customers, whether through contract termination or other means, could significantly impact our near-term revenue. Our customers’ demand for our products may fluctuate due to factors beyond our control, and a disruption in our relationship with any of our customers could adversely affect our business. Our inability to meet our customers’ requirements or to qualify our products with them could adversely impact our revenue. The loss of, or restrictions on our ability to sell to, one or more of our major customers, or any significant reduction in orders from customers could have a material adverse effect on our operating results and financial conditions. Our existing customer agreements will expire in the near term, and may not be renewed or extended on favorable terms, or at all.

Our business plan contemplates expanding revenues by developing new products and technologies. Our ability to execute on this strategy will depend on our success in developing products that meet market needs and retaining existing and attracting a new customer base for those products. There can be no assurance that we will successfully develop the necessary technology or products, or that we will be able to retain existing or establish new customer relationships for our planned products on a timeline or at a scale sufficient to replace revenue from our current customer base. If we are unable to do so, our revenue could decline significantly, which could have a material adverse effect on our operating results and financial condition. SEEQC and several customers and partners using and/or co-developing SEEQC technology, to some extent, rely on government funded programs. There can be no assurance about the timing and amount of such programs as funding may not receive sufficient appropriations. Additionally, government funded programs are subject to cancellation or funding reductions which are outside of SEEQC’s control.

Our management team has limited experience in operating a public company.

Our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage our transition to being a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in the fact that they will likely need to devote a significant portion of their time to these activities, which will result in less time being devoted to the management and growth of our business. In addition, we may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. Increased use of professional services and advisors to develop and implement the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the United States may increase our costs. It is also possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.

Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

Our market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of current or prospective customers covered by our market opportunity estimates will purchase our products at all or generate any particular level of revenue for us. In addition, alternatives to quantum computing and quantum software solutions may present themselves, which could substantially reduce the market for our products. Any expansion in our market depends on a number of factors, including the cost, performance and perceived value associated with our quantum chip solutions.

The methodology and assumptions used to estimate market opportunities may differ materially from the methodologies and assumptions previously used to estimate the total addressable market. To estimate the size of our market opportunities and our growth rates, we have relied on market reports by leading research and consulting firms and our own internal estimates. While our estimates of the total addressable market opportunity included in this Registration Statement are made in good faith and are based on assumptions and estimates we believe to be reasonable under the circumstances, these estimates of the total addressable market and growth forecasts are subject to significant uncertainty, are based on assumptions and estimates that may not prove to be accurate and are based on data published by third parties that we have not independently verified. Advances in classical computing may prove more robust for longer than currently anticipated. This could adversely affect the timing of any quantum advantage being achieved by our customers and, accordingly, our future revenue streams.

Risks Related to SEEQC’s Business and Industry

Unless the context otherwise requires, all references in this subsection to “SEEQC,” “we,” “us” or “our” refer to SEEQC and its subsidiaries.

SEEQC’s chip technology is under active development and may experience delays or fail to achieve commercial viability. In addition, SEEQC’s chip technology may not scale as expected, which could limit our commercial opportunities and competitive position.

SEEQC’s products remain under active development and require continued technical progress, successful integration, and performance validation before commercial-scale adoption can occur. With the exception of its superconducting foundry services (wafer fabrication), which is currently commercial and generating revenue, SEEQC’s quantum computing solutions are in various stages of active development. The Company’s platform consists of multiple functional components, including digital control, readout, multiplexing, and quantum — classical interface technologies. The Company has developed and tested a number of these individual functional blocks, which have demonstrated performance consistent with design objectives, including through validation in a peer-reviewed publication in Nature Electronics, our own lab tests and customer testing. Other functional components remain under development and will require further integration into a unified chip-based architecture prior to full commercial deployment. SEEQC’s current revenue base reflects this stage of development. For example, approximately 95% of the Company’s 2025 revenue derived from quantum computing-related activities, including engineering services, and integration efforts, rather than from fully commercialized product sales, which constitute the remaining 5%.

The Company’s near-term focus is on the integration of existing functional components into scalable, system-level solutions. There can be no assurance that SEEQC will be able to complete the development of its chip technology and generate revenue from fully commercialized product sales on its anticipated timeline, or at all. Development of complex semiconductor and quantum computing technologies is inherently uncertain and subject to significant technical risks, including unforeseen engineering challenges, difficulties in achieving required performance specifications, and integration failures.

In addition, while SEEQC believes its digital cryogenic architecture enables scaling to large qubit counts, there can be no assurance that SEEQC will be able to successfully scale its technology as anticipated. As SEEQC attempts to scale its chip technology, unforeseen challenges may emerge that limit performance, reliability, or economic viability. These scaling challenges may include, among other things, thermal management issues, signal integrity degradation, manufacturing yield limitations, incompatibility to customer’s technology platform and package architecture, and increased system complexity. If SEEQC is unable to scale its technology effectively, it may be unable to meet customer requirements, lose competitive advantages to alternative technologies, or fail to achieve the cost efficiencies necessary for commercial success.

Our performance targets, which we have demonstrated in laboratory or limited integration environments, may not be achievable under real-world operating conditions.

SEEQC has achieved certain performance metrics in laboratory and limited integration environments; however, there can be no assurance that these results will be reproducible in larger-scale, customer-deployed systems. Real-world operating conditions may differ materially from controlled laboratory environments due to factors including environmental variability, system integration complexity, interactions with third-party components, and varying customer use cases. If SEEQC’s technology fails to perform as expected in customer deployments, SEEQC may experience customer dissatisfaction, contract disputes, warranty claims, reputational harm, and loss of future business opportunities. Any failure to achieve anticipated performance under real-world conditions could materially and adversely affect SEEQC’s business, financial condition, results of operations, and prospects.

SEEQC’s business depends on continued advances in quantum computing hardware and quantum error correction, which are subject to significant uncertainty.

SEEQC’s value proposition depends in part on continued progress in scaling quantum computer processors and quantum systems by full-stack quantum computing companies. Although SEEQC’s technology is designed to alleviate system-level engineering challenges associated with scaling quantum computer processors, certain technical challenges associated with qubit module scaling may require development independent of SEEQC’s technology, including challenges related to chip packaging, cryogenic platform development, qubit yield and coherence times. Additionally, quantum error correction remains an active area of research with uncertain timelines, and ongoing developments in this field may impact specification requirements for scaled quantum computer processors in ways that SEEQC cannot predict. If progress in quantum computing hardware or quantum error correction does not occur as anticipated, or if developments in these areas render SEEQC’s technology less relevant or require significant redesign, SEEQC’s business, financial condition, results of operations, and prospects could be materially and adversely affected.

The absence of established industry standards for quantum computing may require ongoing customization efforts and increase SEEQC’s costs and development timelines.

The quantum computing industry lacks established design, performance, and interface standards for quantum control, readout, and integration solutions as well as qubit technology and system architecture. This absence of standardization may require SEEQC to engage in ongoing customization efforts to meet varying customer requirements, which could increase integration cycle times and limit the performance of SEEQC’s chip integration. Supporting diverse customer requirements may also require SEEQC to allocate greater research and development resources to customer-specific solutions, reducing resources available for internal research and development of more advanced chip technology. As the industry evolves, integration requirements may change in ways that are difficult to predict, potentially requiring SEEQC to redesign or modify its products. Any of these factors could increase SEEQC’s costs, delay product development, and limit SEEQC’s ability to achieve economies of scale.

Customer integration cycles are long and uncertain, which may delay revenue generation and increase execution risk.

Customer adoption of SEEQC’s products typically requires complex, multi-year co-development and integration efforts. These extended sales and integration cycles may delay revenue generation, increase execution risk, and require significant upfront investment before we are able to recognize revenue from customer engagements. There can be no assurance that our co-development efforts will result in commercial deployments or that customers will not abandon or significantly modify their integration plans during the development process. Any significant delays in customer integration, or the failure of co-development efforts to result in commercial deployments, could materially and adversely affect SEEQC’s business, financial condition, results of operations, and prospects.

Customers may choose to develop internal solutions rather than adopt SEEQC’s technology, which could reduce demand for our products.

Some quantum system developers and integrators may choose to pursue in-house qubit control, readout and integration solutions rather than sourcing from SEEQC. In addition to Field Programmable Gate Array (FPGA) based or other room temperature solutions, this could include the development of competing chip-based scaling technologies, including cryo-CMOS and alternative superconductor-based chip technologies, which could reduce demand for SEEQC’s products and limit our addressable market. As the quantum computing industry matures, our potential customers may invest in internal capabilities that compete directly with our offerings. If a significant number of potential customers elect to develop their own solutions rather than adopt SEEQC’s technology, demand for our chip technology could be materially reduced, which could materially and adversely affect SEEQC’s business, financial condition, results of operations, and prospects.

The market for quantum computing infrastructure remains nascent, and pricing, revenue models, and long-term demand for our products are uncertain.

The market for quantum computing infrastructure remains nascent, and pricing, licensing structures, and volume demand for SEEQC’s products are not yet well established. We may face challenges in establishing pricing models that are attractive to customers while also achieving profitability, and demand for our products may be difficult to predict. We have limited historical data on which to base our pricing decisions or forecast future demand, and our assumptions about pricing and market size may prove to be inaccurate. If we are unable to establish commercially viable pricing models or if demand for our products fails to develop as anticipated, our business, financial condition, results of operations, and prospects could be materially and adversely affected.

Commercial adoption of quantum computing may occur more slowly than anticipated, or quantum advantage may take longer to achieve than market expectations, which could limit demand for our products.

If commercial adoption of quantum computing occurs more slowly than anticipated, or if practical, fault-tolerant quantum computing systems are delayed or fail to achieve commercial relevance, demand for SEEQC’s products may be limited or may not materialize at all. The value of SEEQC’s technology solutions is directly tied to the commercial value of the quantum computer systems in which they are deployed. If quantum advantage — the point at which quantum computers outperform classical computers for commercially relevant applications — takes longer to achieve than current market expectations, the perceived value of quantum computer systems will be suppressed, which could materially and adversely impact demand for SEEQC’s chips and solutions and our revenue. Any delays in the commercial adoption of quantum computing or in achieving quantum advantage could materially and adversely affect SEEQC’s business, financial condition, results of operations, and prospects.

We depend on a limited supply of specialized inputs, including helium, specialty gases, and superconducting alloys, and disruptions in supply could adversely affect our operations and ability to design, market and manufacture our products.

Our technology and manufacturing processes rely on the availability of highly specialized materials, including helium (particularly liquid helium used in cryogenic cooling systems), specialty process gases, and superconducting and related alloys used in the fabrication of our single flux quantum (“SFQ”) circuits and associated quantum computing components. These materials are sourced from a limited number of suppliers, and in some cases, from geographically concentrated regions or complex global supply chains. Helium, in particular, is a finite and

increasingly constrained resource, with supply subject to geopolitical factors, production limitations, transportation constraints, and periodic global shortages. In particular, the recent conflict in Iran has caused a global supply chain shortage of helium. Similarly, the specialty gases and materials required for superconducting fabrication — such as high-purity niobium and other alloys, as well as deposition and etching gases — are subject to supply volatility, long lead times, and limited supplier bases. Any disruption in the supply of these materials, including due to supplier insolvency, capacity constraints, export controls, trade restrictions, natural disasters, labor shortages, or geopolitical instability, could result in increased costs, delayed production schedules, or an inability to meet customer demand. In addition, qualification of alternative suppliers for these materials can be time-consuming and costly, and substitutes may not be readily available or may not meet our technical specifications. If we are unable to secure adequate and timely supplies of these critical materials on commercially reasonable terms, our business, financial condition, and results of operations could be materially and adversely affected.

We may expend our resources to pursue particular products, designs, sectors or investments and we may fail to capitalize on such products, designs, sectors or investments and/or forego other products, designs, sectors or investments that may have been more profitable or for which there may have been a greater likelihood of success.

Because we have limited financial and operational resources, we must prioritize researching and developing technologies for quantum computers with increasing computational capabilities within certain products, designs, sectors or investments. Correctly prioritizing our research and development activities is particularly important for us due to the breadth of companies building or seeking to build universal, gate-model quantum computing systems that can meet the requirements for solving commercial problems. As a result, we may forego or delay pursuit of opportunities in other products, designs, sectors or investments that later prove to have greater commercial potential. We may fail to capitalize on the products, designs, sectors, or investments we choose to pursue, and our resource allocation decisions may cause us to forego viable or more profitable products, designs, sectors or investments, which would have an adverse effect on our business, prospects and financial results.

The quantum computing industry is competitive on a global scale and we may not be successful in competing in this industry or establishing and maintaining confidence in our long-term business prospects among current and future partners and customers.

The markets in which we operate are rapidly evolving and highly competitive. As the marketplace continues to mature and new technologies and competitors enter, we expect competition to intensify. Our current competitors include:

•        large, well-established tech companies that generally build their own room temperature and/or cryoCMOS control solutions that compete across our products, including Google, Microsoft, Amazon and IBM;

•        large research organizations funded by sovereign nations such as China, Russia, Canada, Australia and the United Kingdom, the European Union and additional countries in the future;

•        less-established public and private companies with competing technology, including companies located outside the United States; and

•        new or emerging entrants seeking to develop competing technologies.

We compete based on various factors, including technology, performance, cost, cryogenic platform heat-load, system energy requirements, maturity (time-to-market), supply chain complexity, scalability, compatible architecture, brand recognition and reputation, customer support and differentiated capabilities, including ease of administration and use, scalability and reliability, data governance and security. Some of our competitors have substantially greater brand recognition, customer relationships, and financial, technical and other resources, including an experienced sales force and customer service organization and sophisticated supply chain management. They may be able to respond more effectively than us to new or changing opportunities, technologies, standards, customer requirements and buying practices. In addition, many countries are focused on developing quantum computing solutions either in the private or public sector and may subsidize quantum computers which may make it difficult for us to compete. Many of these competitors do not face the same challenges we do in growing our business. In addition, other competitors might be able to compete with us by bundling their other products in a way that does not allow us to offer a competitive solution.

Additionally, we must be able to achieve our objectives in a timely manner such that we don’t lose ground to competitors, including competing technologies. For example, our competitors may achieve or support certain narrow and/or broad quantum milestones without our technology solutions or faster than us, which may negatively impact our business and prospects. Because there are a large number of market participants, including certain sovereign nations, focused on developing quantum computing technology, we must dedicate significant resources to achieving any technical objectives on the timelines established by our management team. Any failure to achieve objectives in a timely manner could adversely affect our business, operating results and financial condition. For all of these reasons, competition may have a negative impact on our ability to maintain and grow consumption of our platform or put downward pressure on our prices and gross margins, any of which could materially harm our reputation, business, results of operations, and financial condition.

Shifts in dominant qubit modalities could adversely affect demand for our solutions.

Our technology and product development efforts have been initially focused on superconducting qubit systems. The quantum computing industry is characterized by ongoing research and development across multiple qubit modalities, including trapped ion, photonic, neutral atom, silicon spin, and topological approaches. If alternative qubit modalities achieve greater commercial traction, demonstrate superior performance characteristics, or become the preferred platform for quantum computing applications, demand for our superconducting qubit-based solutions could decline. Additionally, customers and partners may delay or reduce their investments in our solutions while evaluating competing qubit technologies. Our ability to adapt our technology to support alternative qubit modalities, or to pivot our business strategy in response to shifts in the market, may be limited by our existing investments, technical expertise, and intellectual property portfolio. Any shift in the dominant qubit modality away from superconducting systems could have a material adverse effect on our business, financial condition, and results of operations.

We rely on the development of the broader quantum computing ecosystem, including advances by third parties over which we have no control.

Our success depends in part on continued advances and developments by third parties in the quantum computing ecosystem. These third parties include quantum system developers and integrators, qubit developers, quantum software providers, cryogenic system vendors, and classical computing platform providers, among others. We have no control over the pace, direction, or success of these third-party development efforts. If quantum system developers and/or integrators fail to achieve the performance improvements necessary to enable commercially viable quantum computing, if quantum software providers do not develop applications that effectively leverage quantum computer hardware solutions, including those that adopt our chip solutions, if cryogenic system vendors cannot deliver the components needed at acceptable cost and quality levels, or if classical computing platforms do not evolve to integrate effectively with quantum systems, our ability to deliver competitive solutions to customers could be impaired. Furthermore, third parties in the ecosystem may choose to partner with or prioritize our competitors, develop competing solutions, or exit the market entirely. Any failure or delay in the development of the broader quantum computing ecosystem could have a material adverse effect on our business, prospects, financial condition, and results of operations.

We depend on certain suppliers to source products. Failure to maintain our relationship with any of these suppliers, or a failure to replace any of these suppliers, could have a material adverse effect on our business, financial position, results of operations and cash flows.

We buy our products and supplies from suppliers that manufacture and source products from the United States and abroad. Our ability to identify and develop relationships with qualified suppliers and enter into exclusive or restrictive distribution rights agreements with suppliers who can satisfy our standards for quality and our need to access products and supplies in a timely and efficient manner is a significant challenge. Any failure to maintain our relationship with any of our key suppliers, or a failure to replace any such supplier that is lost, could have a material adverse effect on our business, financial position, results of operations and cash flows. We may be required to replace a supplier if their products do not meet our quality or safety standards. In addition, our suppliers could discontinue selling products at any time for reasons that may or may not be in our control or the suppliers’ control, including shortages of raw materials, environmental and social supply chain issues, pandemic, labor disputes or weather conditions. Disruptions in transportation lines or ongoing military conflicts and wars around the world, including related sanctions, may also cause global supply chain issues that affect us or our suppliers. We generally have multiple sources of supply, however, in some cases, materials are provided by a single supplier.

The loss of, or substantial decrease in the availability of, products from our suppliers, or the loss of a key supplier, temporarily or permanently, could result in a material shortage of products, which could lead to price escalations that we may be unable to offset by our prices to our customers. When supply chain issues are later resolved and prices return to normal levels, we may be required to reduce the prices at which we sell our products to our customers in order to remain competitive. In addition, even where these risks do not materialize, we may incur costs as we prepare contingency plans to address such risks. Our operating results and inventory levels could suffer if we are unable to promptly replace a supplier who is unwilling or unable to satisfy our requirements with a supplier providing similar products. In addition, our suppliers’ ability to deliver products may also be affected by raw material and commodity cost volatility or financing constraints caused by credit market conditions, which could materially and negatively impact our net sales and operating costs, at least until alternate sources of supply are arranged. Any delay or unavailability of key products required for our development activities could delay or prevent us from further developing our systems and applications on our expected timelines or at all.

Additionally, our business, financial position, results of operations and cash flows could be materially and adversely affected by our inability to continue sourcing products from our suppliers. A weak or declining economy could strain our suppliers, possibly resulting in supply disruption. In addition, there is a risk that our current or future suppliers, service providers, manufacturers or other partners may not survive such difficult economic times, which could directly affect our ability to attain our operating goals on schedule and on budget. Although we seek to have alternate sources and recover increases in input costs through price increases in our products, shortages, supply chain interruptions or regulatory changes or other governmental actions could result in the need to change suppliers or incur cost increases that cannot, in the short term, or in some cases even in the long-term, be offset by our prices.

We face significant manufacturing and supply chain risks that could limit our ability to scale production and increase our costs.

Our quantum computing solutions require specialized manufacturing processes and complex supply chains that present significant risks to our business. Currently, our superconducting circuit fabrication is carried out in less advanced facilities due to the specialized, non-CMOS compatible materials required for superconducting circuits. This limitation may result in lower chip yields as we advance to larger, more complicated superconducting circuitry, which could increase our manufacturing costs and limit our ability to meet customer demand. In addition, superconducting circuit fabrication is highly specialized, and we rely on internal and external fabrication capabilities that may be limited in capacity, subject to disruption, or unable to meet our quality or volume requirements. Any disruptions to fabrication processes or facilities could delay development or production timelines.

As we seek to scale our operations, we face significant challenges in transitioning from internal prototyping and fabrication to external foundry partnerships for volume and high-yield manufacturing. This transition introduces technical, operational, and supply chain risks, including the potential for manufacturing delays, quality control issues, intellectual property concerns, and dependence on third-party foundries that may prioritize other customers or lack sufficient experience with our specialized fabrication requirements. We may not be able to establish foundry partnerships on commercially reasonable terms, or at all, and any partnerships we do establish may not achieve the production volumes, yields, or cost structures necessary to support our growth.

In addition, our products and their development require complex cryogenic infrastructure that is susceptible to mechanical and system failures. Our chips also require sophisticated packaging integration for customer deployments. These cryogenic and packaging requirements may limit the manufacturability of our solutions, increase production costs, extend development timelines, and create dependencies on specialized suppliers and service providers. Any failures, delays, or cost increases related to our manufacturing processes, supply chain, cryogenic infrastructure, or packaging integration could have a material adverse effect on our business, financial condition, and results of operations.

We cannot predict the consequences of future macroeconomic conditions or geopolitical events, but they may adversely affect market and economic conditions, the markets in which we operate, our ability to insure against risks, our operations or our profitability.

The global credit and financial markets have experienced extreme volatility and disruptions in the past several years, including severely diminished liquidity and credit availability, rising inflation and monetary supply shifts, rising interest rates, supply chain constraints, labor shortages, declines in consumer confidence, declines in

economic growth, increases in unemployment rates, recession risks and uncertainty about economic stability. For instance, ongoing instability and current conflicts in global markets, including in Eastern Europe, the Middle East and Asia, and the potential for other conflicts and future terrorist activities, as well as other recent geopolitical events throughout the world, including new or increased tariffs and potential trade wars, have created and may continue to create economic and political uncertainties and impacts that could have a material adverse effect on our business, operations, and profitability. We have not experienced, and do not anticipate, any disruption in our supply chain or other business operations due to the ongoing conflicts in Ukraine, Israel and the Middle East. Sanctions imposed by the United States and other countries in response to military conflicts, including the ones in Ukraine and Iran, may also adversely impact the financial markets and the global economy, and any economic countermeasures by the affected countries or others could exacerbate market and economic instability. If credit in financial markets outside of the United States tightened, it could adversely affect the ability of our international customers and suppliers to obtain financing and could result in a decrease in or cancellation of orders for our products, systems and services or impact the ability of our customers to make payments. However, notwithstanding our current and anticipated position, these types of matters can cause uncertainty in financial markets and may significantly increase the political, economic and social instability in geographic areas in which we operate now or may operate in the future. The extent of the impact of these conditions on our operational and financial performance, including our ability to execute our business strategies and initiatives in the expected timeframe, as well as that of third parties upon whom we rely, will depend on future developments which are uncertain and cannot be predicted. There can be no assurance that further deterioration in credit and financial markets and confidence in economic conditions will not occur. Events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. Our general business strategy may be adversely affected by any such economic downturn, volatile business environment or continued unpredictable and unstable market conditions. If the current equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult, more costly and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require us to delay or abandon development plans. In addition, there is a risk that one or more of our current suppliers or other partners may not survive an economic downturn, which could directly affect our ability to attain our operating goals on schedule and on budget.

We may face unknown supply chain issues that could delay the development or introduction of our products and negatively impact our business and operating results.

We are reliant on third-party suppliers for components necessary to develop and manufacture our quantum computing solutions. Any of the following factors (and others) could have an adverse impact on the availability of these components:

•        our inability to enter into agreements with suppliers on commercially reasonable terms, or at all;

•        difficulties of suppliers ramping up their supply of materials to meet our requirements;

•        a significant increase in the price of one or more components, including due to industry consolidation occurring within one or more component supplier markets or as a result of decreased production capacity at manufacturers;

•        any reductions or interruption in supply, including disruptions to our global supply chain as a result of ongoing global military conflicts and wars and sanctions related thereto (including as a result of disruptions in global shipping, the transport of products, energy supply, cybersecurity incidents and banking systems as well as our ability to control input costs) or otherwise;

•        financial problems of either manufacturers or component suppliers;

•        significantly increased freight charges, raw material costs, rising electrical power costs and other expenses associated with our business;

•        a failure to develop our supply chain management capabilities and recruit and retain qualified professionals;

•        a failure to adequately authorize procurement of inventory by our contract manufacturers;

•        a failure to appropriately cancel, reschedule or adjust our requirements based on our business needs or

•        other factors beyond our control or which we do not presently anticipate.

If any of the aforementioned factors were to materialize, it could negatively impact our research and development efforts or cause us to halt production of our quantum computing solutions and/or entail higher manufacturing costs, any of which could materially adversely affect our business, operating results, and financial condition and could materially damage customer relationships.

Even if we are successful in developing chips and solutions to support quantum computing systems and executing our strategy, competitors in the industry may achieve technological breakthroughs which render our quantum computing chips and solutions obsolete or inferior to other products.

Our continued growth and success depend on our ability to innovate and develop quantum computing technology in a timely manner and effectively market these products. Without timely innovation and development, our quantum computing solutions could be rendered obsolete or less competitive by changing customer preferences or because of the introduction of a competitor’s newer technologies. Competing solutions, including room-temperature analog control systems, cryogenic CMOS-based architectures, alternative superconducting technologies including Adiabatic Quantum Flux Parametron (AQFP) or other SFQ logic, or other emerging technologies, may achieve similar objectives through different means, or using other emerging qubit modalities not compatible with our quantum computing solutions. These could be developed in-house by our customers or competing companies in the market. We believe that many competing technologies will require a technological breakthrough in one or more problems related to science, fundamental physics or manufacturing. While it is uncertain whether such technological breakthroughs will occur in the next several years, that does not preclude the possibility that such technological breakthroughs could eventually occur. Any technological breakthroughs which render our technology obsolete or inferior to other products, could have a material effect on our business, financial condition or results of operations.

We may be unable to reduce the cost of developing our chips, firmware, software and integration solutions, which may prevent us from pricing our quantum systems competitively.

The success of our business is dependent upon the cost per qubit decreasing over the next several years as our chips, firmware, software and integration solutions advance, which is based on achieving anticipated economies of scale related to demand for our customer’s quantum computer systems, technological innovation and negotiations with third parties. If we do not achieve economies of scale or if the anticipated cost savings do not materialize, we may be unable to achieve a lower cost per qubit, which would make our quantum computing solution less competitive than those produced by our competitors and could have a material adverse effect on our business, financial condition or results of operations. Due to macroeconomic conditions, we have experienced and may continue to experience increased costs, including with respect to labor and products.

The quantum computing industry is in its early stages and volatile, and if it does not develop, if it develops slower than we expect, if it develops in a manner that does not require use of our quantum computing solutions, if it encounters negative publicity or if our solution does not drive commercial engagement, the growth of our business will be harmed.

The nascent market for quantum computers is still rapidly evolving, characterized by rapidly changing technologies, evolving architectures, uncertain commercial timelines, competitive pricing and competitive factors, evolving government regulation and industry standards, and changing customer demands and behaviors. If demand for quantum computers in general does not develop as expected, or develops more slowly than expected, our business, prospects, financial condition and operating results would be harmed. In addition, our growth and future demand for our products is highly dependent upon the adoption by developers and integrators and customers of quantum computers, as well as on our ability to demonstrate the value of quantum computing to our customers. Delays in future generations of our quantum computers or technical failures at other quantum computing companies could limit acceptance of our solutions. Negative publicity concerning our solutions or the quantum computing industry as a whole could limit acceptance of our solutions. We believe quantum computing will solve many large-scale problems. However, such problems may never be solvable by quantum computing technology. If our clients and partners do not perceive the benefits of our solutions, or if our solutions do not drive member engagement, then demand for our products may not develop at all, or it may develop more slowly than we expect. If any of these events occur, it could have a material adverse effect on our business, financial condition or results of operations.

If we cannot successfully execute our strategy, including in response to changing customer needs and new technologies and other market requirements, or achieve our objectives in a timely manner, our business, financial condition and results of operations could be harmed.

The quantum computing market is characterized by rapid technological change, changing user requirements, uncertain product lifecycles and evolving industry standards. We believe that the pace of innovation will continue to accelerate as technology changes and different approaches to quantum computing mature on a broad range of factors, including system architecture, error correction, performance and scale, ease of programming, user experience, markets addressed, types of data processed, and data governance and regulatory compliance. Our future success depends on our ability to continue to innovate and increase customer adoption of our quantum computing solutions. If we are unable to enhance quantum computing systems utilizing our quantum computing solutions, to keep pace with these rapidly evolving customer requirements, or if new technologies emerge that are able to deliver competitive products at lower prices, more efficiently, with better functionality, more conveniently, or more securely than our platform, our business, financial condition and results of operations could be adversely affected.

We are highly dependent on our ability to attract and retain senior executive leadership and other key employees, such as quantum physicists, software engineers and other key technical employees, which is critical to our success. If we fail to retain talented, highly qualified senior management, engineers and other key employees or attract them when needed, such a failure could negatively impact our business.

Our future success is highly dependent on our ability to attract and retain our executive officers, key employees and other qualified personnel. As we build our brand and become more well-known, there is an increased risk that competitors or other companies may seek to hire our personnel. The loss of the services provided by these individuals will have an adverse impact on the achievement of our business strategy. These individuals could leave our employment at any time, as they are “at will” employees. A loss of a member of senior management, or an engineer or other key employee particularly to a competitor, could also place us at a competitive disadvantage. Effective succession planning is also important to our long-term success and may cause disruption to our business due to, among other things, diverting management’s attention away from the operations of the business or causing a deterioration in morale. Failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder our strategic planning and execution. The market for highly skilled workers and leaders in the quantum computing industry is extremely competitive. In particular, hiring qualified personnel specializing in supply chain management, engineering and sales, as well as other technical staff and research and development personnel is critical to our business and the development of our quantum computing systems. Some of these professionals are hard to find and we may encounter significant competition in our efforts to hire them. Many of the other companies with which we compete for qualified personnel have greater financial and other resources than we do. The effective operation of our supply chain, including the acquisition of critical components and materials, the development and commercialization of our quantum computing technologies and the effective operation of our managerial and operating systems all depend upon our ability to attract, train and retain qualified personnel in the aforementioned specialties. Additionally, changes in immigration and work permit laws and regulations or the administration or interpretation of such laws or regulations could impair our ability to attract and retain highly qualified employees. If we cannot attract, train and retain qualified personnel in this competitive environment, we may experience delays in the development of our quantum computing technologies and otherwise be unable to develop and grow our business as projected, or even at all.

Our future growth and success depends on our ability to sell effectively to government entities and large enterprises.

Our potential customers include to be government agencies and large enterprises. Therefore, our future success will depend on our ability to effectively sell our products to such customers. Sales to these end-customers involve risks that may not be present (or that are present to a lesser extent) with sales to non-governmental agencies or smaller customers. These risks include, but are not limited to, (i) increased purchasing power and leverage held by such customers in negotiating contractual arrangements with us and (ii) longer, uncertain sales cycles and the associated risk that substantial time and resources may be spent on a potential end-customer that elects not to purchase our solutions. Sales to government agencies are often fixed fee development contracts, which involve additional risks. In addition, government contracts generally include the ability of government agencies to terminate early which, if exercised, would result in a lower contract value and lower than anticipated

revenues generated by such arrangements. Government agencies and large organizations often undertake a significant evaluation process that results in a lengthy sales cycle. Our contracts with government agencies are typically structured in phases, with each phase subject to satisfaction of certain conditions. As a result, the actual scope of work performed pursuant to any such contracts, in addition to related contract revenue, could be less than total contract value. In addition, product purchases by such organizations are frequently subject to budget constraints, multiple approvals and unanticipated administrative, processing and other delays. Finally, these organizations typically have longer implementation cycles, require greater product functionality and scalability, require a broader range of services, demand that vendors take on a larger share of risks, require acceptance provisions that can lead to a delay in revenue recognition and expect greater payment flexibility. All of these factors can add further risk to business conducted with these potential customers and could lead to lower revenue results than originally anticipated.

We may not be able to accurately estimate the future supply and demand for our chips, firmware, software and integration solutions and services, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue. If we fail to accurately predict our manufacturing requirements, we could incur additional costs or experience delays.

It is difficult to predict our future revenues and appropriately budget for our expenses, and we may have limited insight into trends that may emerge and affect our business. We anticipate being required to provide forecasts of our demand to our current and future suppliers prior to the scheduled delivery of products to potential customers. Currently, there is no historical basis for making judgments on the demand for our products and services or our ability to develop, manufacture, and deliver such products and services, or our profitability, if any, in the future. If we overestimate our requirements, our suppliers may have excess inventory, which indirectly would increase our costs. If we underestimate our requirements, our suppliers may have inadequate inventory, which could interrupt the manufacturing of our products and result in delays in shipments and revenues. In addition, the lead times for materials and components that our suppliers order may vary significantly and depend on factors such as the specific supplier, contract terms and demand for each component at a given time. If we fail to order sufficient quantities of product components in a timely manner, the delivery of quantum computers to our potential customers could be delayed, which would harm our business, financial condition and operating results.

Our quantum computing chips and supporting software and firmware may not be compatible with some or all industry-standard software and hardware in the future, which could harm our business.

We have focused our efforts on creating quantum computing chips and supporting software and firmware. The industry is rapidly evolving, and customers have many choices for programming languages, application libraries, APIs, and software development kits (“SDKs”), some of which may not be compatible with our software and firmware platform. Our quantum computing solutions are designed today to be compatible with most major quantum software development kits, including Qiskit and OpenQASM, all of which are open source. If a proprietary (not open source) software toolset became the standard for quantum application development in the future by a competitor, usage of our software and firmware might be limited as a result which would have a negative impact on us. Similarly, if a piece of hardware became a necessary component for quantum computing (for instance, quantum networking) and we cannot integrate with it the result might have a negative impact on us. If our customers are unable to achieve compatibility between other software and hardware, including their own internally developed software and hardware, and our software and firmware, it could impact our relationships with such customers or with other customers, generally, if the incompatibility is more widespread. In addition, the mere announcement of an incompatibility problem relating to our products with higher level software tools could cause us to suffer reputational harm and/or lead to a loss of customers. Any adverse impacts from the incompatibility of our quantum computing solutions could adversely affect our business, operating results and financial condition.

We depend on a limited number of strategic customers and partners, and if we are unable to maintain our current strategic partnerships or develop future collaborative partnerships, our future growth and development could be negatively impacted.

We rely on our current collaborative partners and third parties, including, but not limited to, IBM, Nvidia, Rigetti, and IQM, and may rely heavily on future, additional collaborative partners and third parties to develop key, relevant algorithms and programming to make our quantum computing technology commercially viable. Given our dependence on a limited number of quantum system developers, integrators and strategic partners, the loss of, or a

significant reduction in business from, any of our key customers or partners could have a disproportionate adverse effect on our business and financial results. As a result, delays, cancellations, or adverse changes in our relationships with any of these customers or partners could materially and adversely impact our business progress, revenue, and financial condition.

We depend on government-funded programs and initiatives for certain development and validation activities, and changes to or termination of such programs could adversely affect our business, financial condition, and results of operations.

Certain of our development and validation activities are conducted pursuant to, or otherwise involve, government-sponsored programs and initiatives. Funding for these programs is subject to the political, budgetary, and administrative discretion of government authorities at the federal, state, and local levels. Government funding priorities may shift due to changes in political leadership, evolving policy objectives, macroeconomic conditions, or competing budgetary demands. There can be no assurance that current levels of government funding will be maintained or that the programs upon which we rely will continue to exist in their current form, if at all.

Government-sponsored programs are also subject to extensive regulatory and compliance requirements, audits, and oversight, which may impose administrative burdens on our operations and increase our costs. Our failure to comply with applicable requirements could result in the suspension or termination of our participation in such programs, the imposition of penalties, or reputational harm.

If government funding for the programs upon which we depend is reduced, delayed, or eliminated, or if such programs are restructured, curtailed, or discontinued, we may be required to seek alternative sources of funding or support, which may not be available on commercially reasonable terms or at all. Any such reduction or discontinuation could delay or impair our development and validation activities, increase our costs, and have a material adverse effect on our business, financial condition, and results of operations.

If our information technology systems or data, or those of third parties upon which we rely, are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions, litigation, fines and penalties, disruptions of our business operations, reputational harm, loss of revenue or profits, loss of customers or sales, loss of intellectual property or other confidential business information, or other adverse consequences which may adversely affect our business.

In the ordinary course of our business, we and the third parties upon which we rely, collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share (collectively, process), proprietary, confidential, and sensitive data, including personal data, intellectual property, controlled unclassified information and trade secrets (collectively, sensitive information). Cybersecurity incidents such as malicious internet-based activity, online and offline fraud, denial-of-service attacks, ransomware attacks, business email compromises, computer malware, viruses, and social engineering (including through deep fakes or other attacks using artificial intelligence which may be increasingly more difficult to identify as fake, and phishing attacks) as well as natural disasters and other similar activities threaten the confidentiality, integrity, and availability of our sensitive information and information technology systems, and those of the third parties upon which we rely.

Such threats are prevalent in the technology industry and our customers’ industries and continue to rise, are increasingly difficult to detect, and come from a variety of sources, including traditional computer “hackers,” threat actors, “hacktivists,” organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation states, and nation-state-supported actors. The techniques may be used to sabotage or to obtain unauthorized access to our platform, systems, networks, or physical facilities where our quantum computers are stored, and we may be unable to implement adequate preventative measures or stop cybersecurity incidents from occurring or expanding in scope. U.S. law enforcement agencies have indicated to us that quantum computing technology is of particular interest to certain malicious cyber threat actors, including nation-state-supported actors. In addition, our cybersecurity risk could be increased as a result of the ongoing military conflicts including those in Ukraine, Israel and the Middle East as well as the related sanctions imposed against aggressor nations involved in such conflicts.

During times of war and other major conflicts, we and the third parties upon which we rely, may be vulnerable to a heightened risk of cybersecurity incidents, including retaliatory cyber-attacks, that could materially disrupt our systems and operations, our third-party information systems, supply chain, and ability to produce, sell and distribute our quantum computers. We and the third parties upon which we rely are subject to a variety of evolving threats, including

but not limited to social-engineering attacks (including through deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks (such as credential stuffing), credential harvesting, personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, floods, and other similar threats. In particular, severe ransomware attacks are becoming increasingly prevalent and can lead to significant interruptions in our operations, loss of sensitive data and income, reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments. Remote work has become more common and has increased risks to our information technology systems and data, as more of our employees utilize network connections, computers and devices outside our premises or network, including working at home, while in transit and in public locations. In addition, future or past business transactions (such as acquisitions or integrations) could expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies. Furthermore, we may discover security issues that were not found during due diligence of such acquired or integrated entities, and it may be difficult to integrate companies into our information technology environment and security program.

We rely on third-party service providers and technologies to operate critical business systems to process sensitive information in a variety of contexts. These providers may also experience cybersecurity incidents and attacks to their products which may impact our systems. Cybersecurity incidents may also result from non-technical means, such as actions by an employee with access to our systems. Our ability to monitor these third parties’ information security practices is limited, and these third parties may not have adequate information security measures in place. If our third-party service providers experience a cybersecurity incident or other interruption, we could experience adverse consequences. While we may be entitled to damages if our third-party service providers fail to satisfy their privacy or security-related obligations to us, any award may be insufficient to cover our damages, or we may be unable to recover such award. We may expend significant resources or modify our business activities to try to protect against security incidents. Certain data privacy and security obligations may require us to implement and maintain specific security measures to protect our information technology systems and sensitive information. While we and our third-party cloud providers have implemented security measures designed to protect against cybersecurity incidents, there can be no assurance that these measures will be effective and these measures could fail or may be insufficient. Although we take steps designed to detect, mitigate, and remediate vulnerabilities in our information systems (such as our hardware and/or software, including that of third parties upon which we rely), but we may not be able to detect and remediate all vulnerabilities on a timely basis because the threats and techniques used to exploit the vulnerability change frequently and are often sophisticated in nature. Therefore, such vulnerabilities could be exploited but may not be detected until after a cybersecurity incident has occurred.

In addition, applicable data privacy and security obligations may require us to notify relevant stakeholders, including affected individuals, customers, regulators, and investors of cybersecurity incidents. Such disclosures are costly, and the disclosure or the failure to comply with such requirements could lead to adverse consequences. Actual or perceived cybersecurity incidents affecting sensitive information about us, our partners, our customers or third parties could expose us and the parties affected to a risk of loss or misuse of this information, resulting in litigation and potential liability, paying damages, regulatory inquiries or actions, damage to our brand and reputation or other harm to our business. Our efforts to prevent and overcome these challenges could increase our expenses and may not be successful. If we fail to detect or remediate a cybersecurity incident in a timely manner, or it otherwise affects our customers or impacts our ability to operate our platform, we may experience adverse consequences, such as government enforcement actions (for example, investigations, fines, penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on processing sensitive information (including personal data); litigation (including class claims); indemnification obligations; negative publicity; material damage to our reputation; monetary fund diversions; diversions of management attention; interruptions in our operations (including availability of data); financial loss; and other similar harms. Cybersecurity incidents and attendant consequences may cause customers to stop purchasing our products, deter new customers, and negatively impact our ability to grow and operate our business. Cybersecurity incidents also may result in current or future competitors obtaining sensitive information, including proprietary information. Our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations. We cannot be sure that our insurance coverage will be

adequate or sufficient to protect us from or to mitigate liabilities arising out of our privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims. In addition to experiencing a cybersecurity incident, third parties may gather, collect, or infer sensitive information about us from public sources, data brokers, or other means that reveal competitively sensitive details about our organization and could be used to undermine our competitive advantage or market position.

Unfavorable conditions in our industry or the global economy could limit our ability to grow our business and negatively affect our results of operations.

Our results of operations have varied and may continue to vary based in part on the impact of changes in our industry or the global economy on us or our customers and potential customers. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, inflation, financial and credit market fluctuations, international trade relations and tariffs, pandemics, political turmoil, natural catastrophes, warfare, and terrorist attacks on the United States or elsewhere, could cause a decrease in business investments, including the progress on development of quantum technologies, and negatively affect the growth of our business. In addition, in challenging economic times, our current or potential future customers may experience cash flow problems and as a result may modify, delay or cancel plans to purchase our products. Additionally, if our customers are not successful in generating sufficient revenue or are unable to secure financing, they may not be able to pay, or may delay payment of, accounts receivable. Moreover, our key suppliers may reduce their output or become insolvent, thereby adversely impacting our ability to execute our research and development plans or manufacture our products. Furthermore, uncertain economic conditions may make it more difficult for us to raise funds through borrowings or private or public sales of debt or equity securities. We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry.

Government actions and regulations, such as tariffs and trade protection measures, may limit our ability to obtain products from our suppliers or sell our products and services to customers. Political challenges between the United States and countries in which our suppliers are located, and changes to trade policies, including tariff rates and customs duties, trade relations between the United States and those countries and other macroeconomic issues could adversely impact our business. The United States administration has announced tariffs on certain products imported into the United States, and some countries have imposed tariffs in response to the actions of the United States. There is also a possibility of future tariffs, trade protection measures or other restrictions imposed on our products or on our customers by the United States or other countries that could have a material adverse effect on our business. Our technology may be deemed a matter of national security and as such our customer base may be tightly restricted. We may accept government grants that place restrictions on our ability to operate.

Unstable market and economic conditions have had and may continue to have serious adverse consequences on our business and financial condition.

At times in the past, the global economy, including credit and financial markets, has experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, increases in inflation rates, higher interest rates, bank failures and uncertainty about economic stability. Any volatility or disruptions in market and economic conditions may have adverse consequences on us or the third parties on whom we rely. If general economic conditions were to deteriorate or remain uncertain for an extended period, our liquidity may be harmed. If the equity and credit markets deteriorate, including as a result of political unrest or war, it may make any necessary financing more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive, and we could be forced to delay, reduce or eliminate our research and development programs and other efforts. Increased inflation rates have and are expected to adversely affect us by increasing our costs, including labor and employee benefit costs, and costs for equipment and system components associated with system development. In addition, higher inflation could also increase our customers’ operating costs, which could result in reduced budgets for our customers and potentially less demand for our systems. Any significant increases in inflation and related increase in interest rates could have a material adverse effect on our business, results of operations and financial condition. If in the future a financial institution in which we hold funds fails or is subject to significant adverse conditions in the financial or credit markets, we could be subject to a risk of loss of all or a portion of such uninsured funds or be subject to a delay in accessing all or a portion of such uninsured funds. Any such loss or lack of access to these funds could adversely

impact our short-term liquidity and ability to meet our operating expense obligations. Further, these events may make financings more difficult to obtain, and additional financing might not be available on reasonable terms, if at all; difficulties obtaining financing could have a material adverse effect on our financial condition, as well as our ability to continue to grow our operations.

Our business and financial performance could be adversely affected by inflation.

Until recently, the inflation rate has generally been low in the geographies where we operate. However, recently, the inflation rate in the United States reached a 40-year high, primarily as a result of higher energy costs and global supply chain disruptions. In the event of a significant increase in consumer prices, particularly over an extended period of time, customer demand for our products and services could be adversely affected and we could experience lower than expected sales. In addition, if any of our suppliers implemented price increases in response to higher raw material, labor, and energy costs or otherwise, we may not be able to pass along such price increased to our customers and our profitability may be reduced. The occurrence of any of these events could have a material adverse effect on our business, financial condition, and results of operations.

Our facilities or operations could be damaged or adversely affected as a result of prolonged power outages, natural disasters and other catastrophic events.

Our facilities or operations could be adversely affected by power outages as well as events outside of our control, such as natural disasters and other calamities. We cannot assure you that any backup systems will be adequate to protect us from the effects of fire, floods, typhoons, earthquakes, power loss resulting from such natural disasters, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events. Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause delays in development and fabrication, the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide services. A significant power outage may disrupt our operations and could have a material adverse impact on our business, financial condition, results of operations and cash flows.

Our international sales and operations subject us to additional risks and costs that could adversely affect our business, financial condition, revenues, results of operations or cash flows.

We are continuing to expand our international operations as part of our growth strategy. However, there are a variety of risks and costs associated with our international sales and operations, which include making investments prior to the sales or use of our quantum computing chips, firmware and software, the cost of conducting our business internationally and hiring and training international employees and the costs associated with complying with local law. Furthermore, we cannot predict the rate at which our products will be accepted in international markets by potential customers. As our international operations expand, our exposure to the effects of fluctuations in currency exchange rates grows. While we have primarily transacted with customers in U.S. dollars historically, we expect to continue to expand the number of transactions with our customers that are denominated in foreign currencies in the future. Additionally, fluctuations in the value of the U.S. dollar and foreign currencies may make our products and services more expensive for international customers, which could harm our business. Additionally, we incur expenses for employee compensation and other operating expenses for our non-U.S. employees in the local currency for such locations. Fluctuations in the exchange rates between the U.S. dollar and other currencies could result in an increase to the U.S. dollar equivalent of such expenses. These fluctuations could cause our results of operations to differ from our expectations or the expectations of our investors. Additionally, such foreign currency exchange rate fluctuations could make it more difficult to detect underlying trends in our business and results of operations. We may attempt to mitigate a portion of these risks through foreign currency hedging based on our judgment of the appropriate trade-offs among risk, opportunity, and exposure. Any future hedging activities may not offset the full, or in some cases any, adverse financial impact resulting from unfavorable movement in foreign currency exchange rates, which could adversely affect our financial condition and results of operations.

Our international operations may subject us to greater than anticipated tax liabilities.

The amount of taxes we may pay in different jurisdictions depends on the application of the tax laws of various jurisdictions, including the United States, to our international business activities, changes in tax rates, new or revised tax laws or interpretations of existing tax laws and policies, and our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements. The taxing authorities of the jurisdictions

in which we operate may challenge our methodologies for pricing intercompany transactions pursuant to any future intercompany arrangement or disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a challenge or disagreement were to occur, and our position was not sustained, we could be required to pay additional taxes, interest and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows, and lower overall profitability of our operations. Our consolidated financial statements could fail to reflect adequate reserves to cover such a contingency. Similarly, a taxing authority could assert that we are subject to tax in a jurisdiction where we believe we have not established a taxable connection, often referred to as a “permanent establishment” under international tax treaties, and such an assertion, if successful, could increase our expected tax liability in one or more jurisdictions.

Risks Related to Litigation and Government Regulation

Unless the context otherwise requires, all references in this subsection to “SEEQC,” “we,” “us” or “our” refer to SEEQC and its subsidiaries.

We are subject to stringent and evolving U.S. state, federal and foreign laws, regulations and rules, contractual obligations, industry standards, policies and other obligations related to privacy, data use and security. Our actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and otherwise, could adversely affect us and our business.

In the ordinary course of business, we collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share (collectively, “process”) personal data and other sensitive information, including proprietary and confidential business data, trade secrets, and intellectual property. We are, therefore, subject to numerous data privacy and security obligations, such as state and federal laws and regulations, guidance, industry standards, external and internal privacy and security policies, contractual requirements, and other obligations related to privacy, data use and security. In the United States, federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), and other similar laws (e.g., wiretapping laws). In the past few years, numerous U.S. states-including California, Virginia, Colorado, Connecticut, and Utah-have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data. As applicable, such rights may include the right to access, correct, or delete certain personal data, and to opt-out of certain data processing activities, such as targeted advertising, profiling, and automated decision-making. The exercise of these rights may impact our business and ability to provide our products and services. Certain states also impose stricter requirements for processing certain personal data, including sensitive information, such as conducting data privacy impact assessments. These state laws allow for statutory fines for noncompliance. For example, the California Consumer Privacy Act amended by the California Privacy Rights Act of 2020 (“CCPA”), applies to personal data of consumers, business representatives, and employees who are California residents, and requires businesses to provide specific disclosures in privacy notices and honor requests of such individuals to exercise certain privacy rights. The CCPA provides for fines of up to $7,500 per intentional violation and allows private litigants affected by certain data breaches to recover significant statutory damages. Similar laws are being considered in several other states, as well as at the federal and local levels. These developments further complicate compliance efforts, and increase legal risk and compliance costs for us, and the third parties upon whom we rely.

Our employees and personnel use generative artificial intelligence (“AI”) technologies to perform their work, and the disclosure and use of personal information in generative AI technologies is subject to various privacy laws and other privacy obligations. Additionally, several states and localities have enacted measures related to the use of AI and machine learning in products and services. These developments may further complicate compliance efforts, and may increase legal risk and compliance costs for us, the third parties upon whom we rely, and our customers.

Outside of the United States, foreign governments are raising similar privacy and data security concerns. In particular, the United Kingdom’s GDPR (“UK GDPR”) imposes strict requirements for processing personal data. For example, under the UK GDPR, companies may face temporary or definitive bans on data processing and other corrective actions; fines of up to 17.5 million pounds or 4% of annual global revenue, whichever is greater; or private litigation related to processing of personal data brought by classes of data subjects or consumer protection organizations authorized at law to represent their interests. In Canada, the Personal Information Protection and Electronic Documents

Act (“PIPEDA”) and various related provincial laws, as well as Canada’s Anti-Spam Legislation (“CASL”), may apply to our operations. In the ordinary course of business, we may transfer personal data from the United Kingdom (UK), Canada, Australia and other jurisdictions to the United States or other countries. The UK and other jurisdictions have enacted laws requiring data to be localized or limiting the transfer of personal data to other countries. In particular, the UK has significantly restricted the transfer of personal data to the United States and other countries whose privacy laws it believes are inadequate. Other jurisdictions may adopt similarly stringent interpretations of their data localization and cross-border data transfer laws. Although there are currently various mechanisms that may be used to transfer personal data from the UK to the United States in compliance with law, such as the UK’s international data transfer addendum, these mechanisms are subject to legal challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the United States.

If there is no lawful manner for us to transfer personal data from the UK or other jurisdictions to the United States, or if the requirements for a legally-compliant transfer are too onerous, we could face significant adverse consequences, including the interruption or degradation of our operations, the need to relocate part of or all of our business or data processing activities to other jurisdictions at significant expense, increased exposure to regulatory actions, substantial fines and penalties, the inability to transfer data and work with partners, vendors and other third parties, and injunctions against our processing or transferring of personal data necessary to operate our business. Additionally, companies that transfer personal data out of the UK to other jurisdictions, particularly to the United States, are subject to increased scrutiny from regulators, individual litigants, and activist groups.

We are also bound by contractual obligations related to data privacy and security, and our efforts to comply with such obligations may not be successful. For example, certain privacy laws, such as the UK GDPR and CCPA, require our customers to impose specific contractual restrictions on their service providers. We publish privacy policies, marketing materials and other statements, such as compliance with certain certifications or self-regulatory principles, regarding data privacy and security. If these policies, materials or statements are found to be deficient, lacking in transparency, deceptive, unfair, or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators or other adverse consequences.

Obligations related to data privacy and security are quickly changing, becoming increasingly stringent, and creating regulatory uncertainty. Additionally, these obligations may be subject to differing applications and interpretations, which may be inconsistent or conflict among jurisdictions. Preparing for and complying with these obligations requires us to devote significant resources, which may necessitate changes to our services, information technologies, systems, and practices and to those of any third parties that process personal data on our behalf. In addition, these obligations may require us to change our business model. We may at times fail (or be perceived to have failed) in our efforts to comply with our data privacy and security obligations. Moreover, despite our efforts, our personnel or third parties on whom we rely may fail to comply with such obligations, which could negatively impact our business operations. If we or the third parties on which we rely fail, or are perceived to have failed, to address or comply with applicable data privacy and security obligations, we could face significant consequences, including but not limited to: government enforcement actions (e.g., investigations, fines, penalties, audits, inspections, and similar); litigation (including class-action claims); additional reporting requirements and/or oversight; bans on processing personal data; orders to destroy or not use personal data; and imprisonment of company officials. Any of these events could have a material adverse effect on our reputation, business, or financial condition, including but not limited to: loss of customers; interruptions or stoppages in our business operations; interruptions or stoppages of data collection needed to train our algorithms; inability to process personal data or to operate in certain jurisdictions; limited ability to develop or commercialize our products; expenditure of time and resources to defend any claim or inquiry; adverse publicity; or substantial changes to our business model or operations.

We are subject to U.S. and foreign anti-corruption, anti-bribery and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business.

We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, and other anti-bribery, and anti-corruption laws in countries in which we conduct activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees, and their third-party intermediaries from authorizing, promising, offering, providing, soliciting, or accepting, directly or indirectly, improper payments or benefits to or from any person whether in the public or private sector. We may engage with

partners and third-party intermediaries to market our services and to obtain necessary permits, licenses, and other regulatory approvals. In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, and of our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities. We cannot provide any assurance that all of our employees and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. Detecting, investigating, and resolving actual or alleged violations of anti-corruption laws can require a significant diversion of time, resources, and attention from senior management. In addition, noncompliance with anti-corruption or anti-bribery laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, enforcement actions, fines, damages, other civil or criminal penalties, injunctions, suspension or debarment from contracting with certain persons, reputational harm, adverse media coverage, and other collateral consequences.

We are subject to government export and import controls that could impair our ability to compete in international markets due to licensing requirements and subject us to liability if we are not in compliance with applicable laws.

Our products and technologies are subject to U.S. export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations, and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls. U.S. export control and economic sanctions laws include restrictions or prohibitions on the sale or supply of certain products, technologies, and services to U.S. Government embargoed or sanctioned countries, governments, persons and entities. In addition, certain of our products and technology are subject to export licensing or approval requirements. Exports of our products and technology must be made in compliance with export control and sanctions laws and regulations. If we fail to comply with these laws and regulations, we and certain of our employees could be subject to substantial civil or criminal penalties, including the possible loss of export or import privileges; fines, which may be imposed on us and responsible employees or managers; and, in extreme cases, the incarceration of responsible employees or managers. In addition, changes in our products or technologies or changes in applicable export or import laws and regulations may create delays in the introduction and sale of our products and technologies in international markets or, in some cases, prevent the export or import of our products and technologies to certain countries, governments or persons altogether. Any change in export or import laws and regulations, shift in the enforcement or scope of existing laws and regulations, or change in the countries, governments, persons or technologies targeted by such laws and regulations, could also result in decreased use of our products and technologies, or in our decreased ability to export or sell our products and technologies to existing or potential customers. Any decreased use of our products and technologies or limitation on our ability to export or sell our products and technologies would likely adversely affect our business, financial condition and results of operations. Further, the operation of our products within a fully operational quantum system may depend on products and technologies supplied by third parties. Changes in third party products or technologies or changes in applicable export or import laws and regulations may create delays in the introduction and sale of our products and technologies to customers or, in some cases, prevent sales of our products and technologies to certain countries, governments or persons altogether. Any change in export or import laws and regulations, shift in the enforcement or scope of existing laws and regulations, or change in the countries, governments, persons or technologies targeted by such laws and regulations, could also result in decreased use of our products and technologies, or in our decreased ability to sell our products and technologies to existing or potential customers. Any decreased use of our products and technologies or limitation on our ability to sell our products and technologies would likely adversely affect our business, financial condition and results of operations. We expect to incur significant costs in complying with these regulations. Regulations related to quantum computing are currently evolving and we face risks associated with changes to these regulations.

Contracts with government entities subject us to risks, including early termination, audits, investigations, sanctions and penalties.

As part of our business strategy, we have entered into and may enter into additional contracts with state and/or federal government entities, which subject our business to statutes and regulations applicable to companies doing business with the government. These government contracts customarily contain provisions that give the government substantial rights and remedies, many of which are not typically found in commercial contracts and which are unfavorable to

contractors. For instance, most U.S. government agencies include provisions that allow the government to unilaterally terminate or modify contracts for convenience, and in that event, the counterparty to the contract may generally recover only its incurred or committed costs and settlement expenses and profit on work completed prior to the termination. If the government terminates a contract for default, the defaulting party may be liable for any extra costs incurred by the government in procuring undelivered items from another source. In addition, government contracts normally contain additional requirements that may increase our costs of doing business, reduce our profits, and expose us to liability for failure to comply with these terms and conditions. These requirements could include, for example:

•        specialized disclosure and accounting requirements unique to government contracts;

•        financial and compliance audits of our cost structure, accounting controls and procedures and adequacy of our policies and systems;

•        granting the U.S. government certain rights to inventions, data, software codes and related material that we develop under government-funded contracts and subcontracts, which may permit the U.S. government to disclose or license this information to third parties, including, in some instances, our competitors;

•        requirements to fulfill certain government contracts ahead of our commercial contracts;

•        public disclosures of certain contract and company information;

•        mandatory security and privacy framework compliance requirements, including the handling of controlled unclassified information; and

•        mandatory socioeconomic compliance requirements, including labor requirements, non-discrimination and affirmative action programs and environmental compliance requirements.

Government contracts are also generally subject to greater scrutiny by the government than commercial contracts are by commercial customers. For example, government agencies can initiate reviews, audits and investigations regarding our compliance with government contract requirements. In addition, if we fail to comply with government contracting laws, regulations and contract requirements, our contracts may be subject to termination, and we may be subject to financial and/or other liability under our contracts, the Federal Civil False Claims Act (including treble damages and other penalties), or criminal law. In particular, the False Claims Act’s “whistleblower” provisions also allow private individuals, including present and former employees, to sue on behalf of the U.S. government. Any penalties, fines, suspension, or damages could adversely affect our ability to operate our business and our financial results. Responding to any investigation or action relating to government contracts could result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees. Our customers also include non-U.S. governments. Similar procurement, budgetary, contract, and audit risks that apply in the context of U.S. government contracting may also apply to our doing business with these entities. In addition, compliance with complex regulations and contracting provisions in a variety of jurisdictions can be expensive and consume significant management resources.

Our business is exposed to risks associated with litigation, investigations and regulatory proceedings.

We may in the future face legal, administrative and regulatory proceedings, claims, demands and/or investigations involving stockholder, consumer, competition and/or other issues relating to our business on a global basis. Litigation and regulatory proceedings are inherently uncertain, and adverse rulings could occur, including monetary damages, or an injunction stopping us from engaging in certain business practices, or requiring other remedies, such as compulsory licensing of patents. An unfavorable outcome or settlement may result in a material adverse impact on our business, results of operations, financial position and overall trends. In addition, regardless of the outcome, litigation can be costly, time-consuming, and disruptive to our operations. Any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future. In addition, the laws and regulations our business is subject to are complex and change frequently. We may be required to incur significant expense to comply with changes in, or remedy violations of, these laws and regulations. Furthermore, while we maintain insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on recoverable amounts. Even if we believe a claim is covered by insurance, insurers may dispute our entitlement to recovery for a variety of potential reasons, which may affect the timing and, if the insurers prevail, the amount of our recovery.

We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.

We may become subject to product liability claims, even those without merit, which could harm our business prospects, operating results, and financial condition. We may face an inherent risk of exposure to claims in the event our quantum computers do not perform as expected or malfunction. A successful product liability claim against us could require us to pay a substantial monetary award. Moreover, a product liability claim could generate substantial negative publicity about our quantum computers and business and inhibit or prevent the commercialization of other future quantum computers, which would have material adverse effects on our brand, business, prospects and operating results. Our insurance coverage might not be sufficient to cover any or all potential product liability claims. Any lawsuit seeking significant monetary damages either in excess of our coverage, or outside of our coverage, may have a material adverse effect on our reputation, business and financial condition. We may not be able to secure additional product liability insurance coverage on commercially acceptable terms or at reasonable costs when needed, particularly if we do face liability for our products and are forced to make a claim under our policy.

We are subject to requirements relating to environmental and safety regulations, which could adversely affect our business, results of operations and reputation.

We are subject to numerous federal, state and local environmental laws and regulations governing, among other things, solid and hazardous waste storage, treatment and disposal, and remediation of releases of hazardous materials. There are significant capital, operating and other costs associated with compliance with these environmental laws and regulations. Environmental laws and regulations may become more stringent in the future, which could increase costs of compliance or require us to manufacture with alternative technologies and materials. Federal, state and local authorities also regulate a variety of matters, including, but not limited to, health, safety and permitting in addition to the environmental matters discussed above. New legislation and regulations may require us to make material changes to our operations, resulting in significant increases to the cost of production. Our manufacturing process will have hazards such as but not limited to hazardous materials, machines with moving parts, and high voltage and/or high current electrical systems typical of large manufacturing equipment and related safety incidents. There may be safety incidents that damage machinery or product, slow or stop production, or harm employees. Consequences may include litigation, regulation, fines, increased insurance premiums, mandates to temporarily halt production, workers’ compensation claims, or other actions that impact our brand, finances, or ability to operate.

Changes in tax laws or regulations that are applied adversely to us may have a material adverse effect on our business, cash flow, financial condition, or results of operations.

New tax laws, statutes, rules, regulations, or ordinances could be enacted at any time. For instance, the Inflation Reduction Act imposes, among other rules, a 15% minimum tax on the book income of certain large corporations and a 1% excise tax on certain corporate stock repurchases. Further, existing tax laws, statutes, rules, regulations, or ordinances could be interpreted differently, changed, repealed, or modified at any time. Any such enactment, interpretation, change, repeal, or modification could adversely affect us, possibly with retroactive effect. In particular, changes in corporate tax rates, the realization of our net deferred tax assets, the taxation of foreign earnings, and the deductibility of expenses under the Tax Cuts and Jobs Act, as amended by the Coronavirus Aid, Relief, and Economic Security Act or any future tax reform legislation, could have a material impact on the value of our deferred tax assets, result in significant one-time charges, and increase our future tax expenses.

Risks Related to Intellectual Property

Unless the context otherwise requires, all references in this subsection to “SEEQC,” “we,” “us” or “our” refer to SEEQC and its subsidiaries.

Any failure to obtain, maintain and protect our intellectual property rights could impair our ability to protect and commercialize our proprietary products and technology and cause us to lose our competitive advantage.

Our success depends, in significant part, on our ability to obtain, maintain, enforce and defend our intellectual property rights, including patents and trade secrets. We rely upon a combination of the intellectual property protections afforded by patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as license agreements and other contractual protections, to establish, maintain and enforce rights in our proprietary

technologies. In addition, we seek to protect our intellectual property rights through nondisclosure, confidentiality and invention assignment agreements with our employees, contractors, consultants, interns and through non-disclosure agreements with business partners and other third parties. However, we may not be able to prevent unauthorized use of our intellectual property. Our trade secrets may also be compromised, which could cause us to lose our competitive advantage. Third parties may attempt to copy or otherwise obtain, use or infringe our intellectual property. Monitoring and detecting unauthorized use of our intellectual property is difficult and costly, especially against much larger companies. The steps we have taken or will take to prevent infringement or misappropriation may not be sufficient. Any enforcement efforts we undertake, including litigation, could be time-consuming and expensive and could divert management’s attention, which could harm our business, results of operations, and financial condition. In addition, existing intellectual property laws and contractual remedies may afford less protection than needed to safeguard our intellectual property portfolio, and third parties may develop competitive offerings in a manner that leaves us with limited means to enforce our intellectual property rights against them. Patent, copyright, trademark and trade secret laws vary significantly throughout the world. A number of foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. Therefore, our intellectual property rights may not be as strong or as easily enforced outside of the United States and efforts to protect against the unauthorized use of our intellectual property rights, technology and other proprietary rights may be more expensive and difficult outside of the United States. For many of our new applications, we are filing international patents in the most competition-sensitive jurisdictions, including Europe, Japan, China, Australia, Canada, which should reduce but not eliminate entirely the intellectual property risks. Failure to adequately protect our intellectual property rights could result in our competitors using our intellectual property to offer products, potentially resulting in the loss of some of our competitive advantage and a decrease in our revenue, which would adversely affect our business, financial condition and operating results.

Our inability to secure patent protection or enforce our patent rights could have a material adverse effect on our ability to prevent others from commercializing similar products or technology.

The application and registration of patents involve complex legal and factual questions. As a result, we cannot be certain that the patent applications that we file will result in patents being issued, or that our patents and any future patents that do issue will afford protection against competitors with similar technology. Numerous patents and pending patent applications owned by others exist in the fields in which we have developed and are developing our technology, and this may make it difficult for us to obtain certain patent coverage on our own. Any of our existing or pending patents may also be challenged by others on the basis that they are otherwise invalid or unenforceable. Furthermore, patent applications filed in foreign countries are subject to laws, rules and procedures that differ from those of the United States, and thus we cannot be certain that all foreign patent applications related to issued U.S. patents will be issued.

Even if our patent applications succeed, it is still uncertain whether these patents will be contested, circumvented, invalidated or limited in scope in the future. The rights granted under any issued patents may not provide us with meaningful protection or competitive advantages. The intellectual property rights of others could bar us from licensing and exploiting any patents that are issued from our pending applications, and the claims under any patents that issue from our patent applications may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to ours. In addition, patents issued to us may be infringed upon or designed around by others and others may obtain patents that it needs to be licensed or designed around, either of which would increase costs and may adversely affect our business, prospects, financial condition and operating results.

We may face or identify patent infringement and other intellectual property claims that could be costly to defend or pursue, result in injunctions and significant damage awards, or limit our ability to use certain key technologies in the future, all of which could harm our business.

Our success depends, in part, on our ability to develop and commercialize our products, services and technologies without infringing, misappropriating or otherwise violating the intellectual property rights of third parties. However, we may not be aware that our products, services or technologies are infringing, misappropriating or otherwise violating third-party intellectual property rights and such third parties may bring claims alleging such infringement, misappropriation or violation.

For example, there may be issued patents of which we are unaware, held by third parties that, if found to be valid and enforceable, could be alleged to be infringed by our current or future products, services or technologies. Also, because patent applications can take years to issue and are often afforded confidentiality for some period of time,

there may currently be pending applications, unknown to us, that later result in issued patents that could cover our current or future products, services or technologies. The strength of our defenses will depend on the rights asserted, the interpretation of these rights, and our ability to invalidate the asserted rights. However, we could be unsuccessful in advancing non-infringement and/or invalidity arguments in our defense.

Companies that have developed and are developing technology are often required to defend against litigation claims based on allegations of infringement, misappropriation or other violations of intellectual property rights. Our products, services or technologies may not be able to withstand third-party claims against their use. In addition, as compared to us, many companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. If a third party is able to obtain an injunction preventing us from using or accessing such third-party intellectual property rights, or if we cannot license or develop alternative technology for any infringing aspect of our business, we may be forced to limit or stop sales of our products, services or technologies or cease business activities related to such intellectual property. Although we carry general liability insurance, our insurance may not cover potential claims of this type or may not be adequate to indemnify us for all liability that may be imposed. We cannot predict the outcome of lawsuits and cannot ensure that the results of any such actions will not have an adverse effect on our business, financial condition or results of operations. Even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and harm our business and operating results. Further, there could be public announcements of the intellectual property litigation, and if securities analysts, investors or others perceive the potential impact to be negative or risks to be substantial, it could have an adverse effect on the price of our common stock.

Any intellectual property litigation to which we might become a party, or for which we are required to provide indemnification, regardless of the merit of the claim or our defenses, may require us to do one or more of the following:

•        cease selling or using solutions or services that incorporate the intellectual property rights that allegedly infringe, misappropriate or violate the intellectual property of a third party;

•        make substantial payments for legal fees, settlement payments or other costs or damages;

•        obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology;

•        redesign the allegedly infringing solutions to avoid infringement, misappropriation or violation, which could be costly, time-consuming or impossible; or

•        indemnify third parties using our products or services.

The occurrence of infringement claims may grow as the market for our products, services and technologies grows. Accordingly, our exposure to damage resulting from infringement claims could increase and this could further exhaust our financial and management resources.

We rely on certain open-source software in the design of our quantum computing solutions. If licensing terms change, our business may be adversely affected.

Our circuit design process and certain aspects of our software and firmware development utilize some software licensed to us by third-party authors under “open-source” licenses and we expect to continue to utilize open-source software in the future. The use of open-source software may entail greater risks than the use of third-party commercial software, as open-source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. To the extent that our chip design depends upon the successful operation of the open-source software we use, any undetected errors or defects in this open-source software could prevent the deployment or impair the functionality of our chips, delay new solution introductions, result in a failure of our chips and injure our reputation. For example, undetected errors or defects in open-source software could render us vulnerable to breaches or security attacks, and, in conjunction, make our chip designs more vulnerable to competition.

Although we monitor our use of open-source software to avoid subjecting our software and firmware platform to conditions we do not intend to attach to such platform or our proprietary code, we cannot assure you that our processes for controlling such use will be effective. If we are held to have breached the terms of an open-source software license, we could be required to seek licenses from third parties to continue operating using our solution on terms that are not

economically feasible, to re-engineer our solution or the supporting computational infrastructure to discontinue use of code, or to make generally available, in source code form, portions of our proprietary code. This could allow our competitors to create similar solutions with lower development effort and time and ultimately put us at a competitive disadvantage.

Some of our intellectual property has been or may be conceived or developed through government-funded research and thus may be subject to federal regulations providing for certain rights for the U.S. government or imposing certain obligations on us, such as a license to the U.S. government under such intellectual property, “march-in” rights, government purpose rights, certain reporting requirements and a preference for U.S.-based companies, and compliance with such regulations may limit our exclusive rights and our ability to contract with non-U.S. manufacturers.

As a result, the U.S. government may have certain rights to intellectual property embodied in our current or future product candidates pursuant to the Bayh-Dole Act of 1980, or the Patent and Trademark Law Amendments Act. These U.S. government rights include a non-exclusive, non-transferable, irrevocable worldwide license to use inventions for any governmental purpose. In addition, the U.S. government has the right, under certain limited circumstances, to require the licensor to grant exclusive, partially exclusive or non-exclusive licenses to any of these inventions to a third party if it determines that (1) adequate steps have not been taken to commercialize the invention, (2) government action is necessary to meet public health or safety needs or (3) government action is necessary to meet requirements for public use under federal regulations (also referred to as “march-in” rights). The U.S. government also has the right to take title to these inventions if the licensor fails to disclose the invention to the government or fails to file an application to register the intellectual property within specified time limits. Intellectual property generated under a government funded program is also subject to certain reporting requirements, compliance with which may require us to expend substantial resources. In addition, the U.S. government requires that any products embodying any of these inventions or produced through the use of any of these inventions be manufactured substantially in the United States, and some of our license agreements require that we comply with this requirement. This preference for U.S. industry may be waived by the federal agency that provided the funding if the owner or assignee of the intellectual property can show that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture the products substantially in the United States or that under the circumstances domestic manufacture is not commercially feasible. To the extent any of our owned or licensed future intellectual property is also generated through the use of U.S. government funding, the provisions of the Bayh-Dole Act may similarly apply.

Our development of customer-specific integration solutions may create intellectual property constraints that limit our ability to adapt our integration solutions to another customer.

Our chip integration business requires the development of customer-specific integration solutions that may necessitate the creation of custom intellectual property. This custom intellectual property may be dependent on, or derived from, the background technology of our customers. As a result, we may face situations where we are limited by our use of customer intellectual property when attempting to adapt integration solutions developed for one customer to serve another customer’s needs. These constraints could limit our ability to leverage development work across multiple customer relationships, reduce our operational efficiency, increase our development costs for new customer engagements, and restrict our ability to enter into relationships with certain potential customers whose requirements may conflict with intellectual property restrictions arising from our existing customer relationships. Any of these outcomes could materially and adversely affect our business, results of operations, and financial condition.

Risks Related to the Merger

Certain of the initial stockholders of Allegro (who collectively hold more than 50% of the Allegro Common Stock) have agreed to vote their shares in favor of the Merger.

Concurrently with the execution of the Merger Agreement, SEEQC, Allegro and certain of the initial stockholders of Allegro (who collectively hold more than 50% of the Allegro Common Stock) entered into the Allegro Support Agreement, pursuant to which they agreed to vote or cause to be voted all shares of Allegro Common Stock beneficially held by them in favor of all proposals necessary to effectuate the Merger and the Transactions, including the Merger. No other stockholder vote is required to obtain approval of the Merger Proposal. Accordingly, the Merger Proposal will be approved, regardless of how the other Allegro Stockholders vote.

One of Allegro’s executive officers is expected to continue to serve as director with SEEQC following consummation of the Merger.

Eric Rosenfeld, Allegro’s Chief Executive Officer, is expected to be a director of SEEQC upon consummation of the Merger. As a result, Mr. Rosenfeld may have had financial incentives to enter into the Merger Agreement, including the ability to receive cash fees, stock options or stock awards that the SEEQC Board may determine to pay to its non-executive directors following the closing of the Merger.

Allegro’s initial stockholders and their permitted transferees own founder shares and private placement units and have made loans to Allegro. If the Merger is not approved and Allegro determines to dissolve and liquidate, such shares and units will be worthless and such loans will not be repaid. These interests may have influenced their decision to approve the Merger.

Allegro’s initial stockholders and their permitted transferees, including certain of Allegro’s officers, directors, advisors and/or their affiliates, beneficially own 3,737,500 founder shares, which were acquired for an aggregate purchase price of $25,000 prior to Allegro’s initial public offering, and 322,500 private placement units, which were acquired simultaneously with the initial public offering for an aggregate purchase price of $3,225,000. Such securities will expire worthless in the event the Merger is not consummated and Allegro determines to dissolve and liquidate. In addition, Allegro’s insiders have lent Allegro an aggregate of $1,194,180. Of such amount, 50% is expected to be converted into shares of SEEQC at $5.00 per share and the other 50% is expected to be repaid on closing of the Merger. If the Merger is not consummated and Allegro dissolves and liquidates, such indebtedness will not be repaid. These financial interests may have influenced the decision of Allegro’s directors and officers to approve the Merger and to continue to pursue the Merger. In considering the recommendations of the Allegro Board to vote for the Merger Proposal, Allegro Stockholders should consider these interests. See the section of this consent statement/prospectus entitled “The Merger — Interests of Allegro Directors and Executive Officers in the Merger.”

The exercise of Allegro’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Merger Agreement may result in a conflict of interest when determining whether such changes to the terms of the Merger Agreement or waivers of conditions are appropriate and in the Allegro Stockholders’ best interest.

In the period leading up to the closing of the Merger, events may occur that, pursuant to the Merger Agreement, would require Allegro to agree to amend the Merger Agreement, to consent to certain actions taken by SEEQC or to waive rights that Allegro is entitled to under the Merger Agreement. Such events could arise because of changes in SEEQC’s business, a request by SEEQC to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on SEEQC’s business and would entitle Allegro to terminate the Merger Agreement or avoid closing the Merger (as further discussed below). In any of such circumstances, it would be at Allegro’s discretion, acting through the Allegro Board, to grant its consent or waive those rights. The existence of the financial and personal interests of the executive officers and directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the executive officers or directors between what he or they may believe is best for Allegro and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. As of the date of this consent statement/prospectus, Allegro does not believe there will be any changes or waivers that Allegro’s directors and officers would be likely to make after stockholder approval of the Merger Proposal has been obtained. While certain changes could be made without further stockholder approval, Allegro will circulate a new or amended consent statement/prospectus and resolicit the Allegro Stockholders if changes to the terms of the transaction would have a material impact on its stockholders or represent a fundamental change in the proposals being voted upon.

The Merger may be completed even though SEEQC may endure a material adverse effect.

In general, either Allegro or SEEQC can refuse to complete the Merger if there is a material adverse effect affecting the other party between the signing date of the Merger Agreement and the closing. However, certain types of changes do not permit either party to refuse to complete the Merger, even if such change could be said to have a material adverse effect on SEEQC or Allegro, including the following events (except, in some cases, where the change has a disproportionate effect on a party): (i) changes in general U.S. or global economic conditions, (ii) changes in applicable law or generally accepted accounting principles, (iii) acts of war, sabotage, terrorism, natural or man-made disasters, epidemics, pandemics (including the COVID-19 pandemic), and acts of God, (iv) changes attributable to the public announcement or pendency of the Transactions or the performance of this Agreement, subject to certain limited

exceptions, (v) any failure to meet any projections (although the underlying facts and circumstances resulting in such failure may be taken into account to the extent not otherwise excluded from this definition), (vi) any reduction in value of, or replacement or repair cost for, any assets or property that are damaged or destroyed, where such loss in value or replacement or repair cost is substantially covered by insurance, or (vii) any action taken or omitted expressly required by the terms of the Merger Agreement or any action taken or omitted to be taken by a party at the other party’s written request. Furthermore, Allegro or SEEQC may waive the occurrence of a material adverse effect affecting the other party. If a material adverse effect occurs and the parties still complete the Merger, the price of the SEEQC Common Stock may suffer.

The closing of the Merger may be delayed, which may substantially reduce the expected benefits of the Merger.

Satisfying the conditions to, and completion of, the Merger may take longer than, and could cost more than, Allegro expects. Any delay in completing or any additional conditions imposed in order to complete the Merger may materially adversely affect the benefits that Allegro expects to achieve from the Merger.

Subsequent to consummation of the Merger, SEEQC may be exposed to unknown or contingent liabilities and may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on SEEQC’s financial condition, results of operations and SEEQC’s stock price, which could cause you to lose some or all of your investment.

Allegro cannot assure you that the due diligence conducted in relation to SEEQC has identified all material issues or risks associated with SEEQC or the industry in which it competes. Additionally, Allegro has no indemnification rights under the Merger Agreement.

Furthermore, Allegro cannot assure you that factors outside of SEEQC’s and Allegro’s control will not later arise. As a result of these factors, SEEQC may be exposed to liabilities and incur additional costs and expenses and SEEQC may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in SEEQC’s reporting losses. Even if Allegro’s due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Allegro’s preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on the combined company’s financial condition and results of operations and could contribute to negative market perceptions about the combined company or its securities.

Accordingly, following the Merger, security holders of Allegro could suffer a reduction in the value of the shares of SEEQC Common Stock they receive in the Merger. Such security holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by Allegro’s directors or officers of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or this consent statement/prospectus relating to the Merger contained an actionable material misstatement or material omission.

Allegro may become involved in litigation, including securities class action litigation relating to the proposed Merger that may materially adversely affect it.

From time to time, Allegro may become involved in various legal proceedings relating to the proposed Merger. Such matters can be time-consuming, divert management’s attention and resources, cause Allegro to incur significant expenses or liability or require Allegro to change its business practices. Because of the potential risks, expenses and uncertainties of litigation, Allegro may, from time to time, settle disputes, even where it believes that it has meritorious claims or defenses. Because litigation is inherently unpredictable, Allegro cannot assure you that the results of any of these actions will not have a material adverse effect on its business.

Following the Merger, the stock price of the SEEQC Common Stock may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities litigation, including class action litigation. Additionally, SEEQC may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on SEEQC’s business, financial condition, results of operations and prospects. Any adverse determination in litigation could also subject SEEQC to significant liabilities.

If the Merger and the Allegro Warrant Conversion do not qualify as a reorganization under Section 368(a) of the Code, then the Merger generally would be taxable with respect to U.S. Holders of Allegro securities.

It is intended that the Merger and the Allegro Warrant Conversion should qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder, and accordingly it is not expected that the Merger or the Allegro Warrant Conversion should result in gain being recognized by U.S. holders (as defined in the section entitled, “U.S. Federal Income Tax Considerations”) of Allegro securities (the “intended tax treatment”). To the extent applicable, the parties intend to report the Merger and the Allegro Warrant Conversion in a manner consistent with the intended tax treatment.

However, there are significant factual and legal uncertainties as to whether the Merger and the Allegro Warrant Conversion will qualify for the intended tax treatment. For example, under Section 368(a) of the Code and the Treasury Regulations promulgated thereunder, the acquiring corporation (or, in the case of certain reorganizations structured similarly to the Merger, its corporate parent) must continue, either directly or indirectly through certain controlled corporations, either a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business. However, there is an absence of guidance directly on point as to how the above rules apply in the case of an acquisition of a corporation with nominal investment-type assets, such as Allegro. There are significant factual and legal uncertainties concerning the determination of whether these requirements will be satisfied. Moreover, the closing of the Merger is not conditioned upon the receipt of an opinion of counsel that the Merger will qualify for the intended tax treatment, and no ruling from the IRS has been or will be requested regarding the U.S. federal income tax treatment of the Merger. Accordingly, no assurance can be given that the IRS will not challenge the intended tax treatment or that a court will not sustain any such challenge by the IRS.

If, at the Effective Time, any requirement of Section 368(a) of the Code or the Treasury regulations promulgated thereunder is not met, then a U.S. Holder of Allegro securities generally would recognize gain or loss in an amount equal to the difference, if any, between the fair market value (as of the closing date of the Merger) of SEEQC Common Stock received in the Merger and the Allegro Warrant Conversion, over such holder’s aggregate adjusted tax basis in the corresponding Allegro securities surrendered by such holder in the Merger therefor.

The tax consequences of the Merger and the Allegro Warrant Conversion are complex and will depend on your particular circumstances. For a more detailed discussion of the U.S. federal income tax considerations of the Merger and the Allegro Warrant Conversion for U.S. holders of Allegro securities, see the section entitled “Material U.S. Federal Income Tax Consequences.” If you are a U.S. holder whose Allegro securities are exchanged in the Merger, you are urged to consult your tax advisor to determine the tax consequences thereof.

Risks Related to Being a Public Company

Unless the context otherwise requires, all references in this subsection to “we,” “us” or “our” refer to SEEQC and its subsidiaries.

The price of SEEQC Common Stock may be volatile, and the value of SEEQC Common Stock may decline.

We cannot predict the prices at which SEEQC Common Stock will trade. The price of SEEQC Common Stock may not bear any relationship to the market price at which SEEQC Common Stock will trade after the consummation of the Merger or to any other established criteria of the value of our business and prospects, and the market price of SEEQC Common Stock following the Merger may fluctuate substantially and may be lower than the price agreed by SEEQC, Allegro, and their respective stockholders in connection with the Merger. In addition, the trading price of SEEQC Common Stock following the Merger is likely to be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause investors to lose all or part of their investment in SEEQC Common Stock. Factors that could cause fluctuations in the trading price of SEEQC Common Stock include the following:

•        Actual or anticipated fluctuations in our financial condition or results of operations;

•        Variance in our financial performance from expectations of securities analysts;

•        Changes in our projected operating and financial results;

•        Changes in laws and regulations affecting our business, our customers or our industries;

•        Announcements of new offerings and expansions by us or our competitors;

•        Our ability to continue to innovate and bring new offerings to market in a timely manner;

•        Our involvement in actual or potential litigation or regulatory investigations;

•        Negative publicity about us, our offerings or our industries;

•        Changes in our senior management or key personnel;

•        Announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;

•        Sales of our securities by us, our stockholders as well as anticipation of lock-up releases;

•        General economic, political, regulatory, industry and market conditions;

•        Natural disasters or major catastrophic events; and

•        Other events or factors, including those resulting from war, incidents of terrorism, natural disasters, pandemics or responses to these events.

These and other factors may cause the market price and demand for SEEQC Common Stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares and may otherwise negatively affect the liquidity of SEEQC Common Stock. Fluctuations may be even more pronounced in the trading market for SEEQC Common Stock shortly following the Merger. Following periods of such volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Because of the potential volatility of SEEQC Common Stock, we may become the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources from our business.

Volatility in SEEQC’s share price could subject SEEQC to securities class action litigation.

The market price of the SEEQC Common Stock may be volatile and, in the past, companies that experienced volatility in the market price of their shares have been subject to securities class action litigation. SEEQC may be the target of this type of litigation and investigations. Securities litigation against SEEQC could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm SEEQC’s business.

Currently, there is no public market for the SEEQC Common Stock. SEEQC Stockholders cannot be sure about whether the SEEQC Common Stock will develop an active trading market or whether SEEQC is able to maintain the listing of SEEQC Common Stock in the future even if SEEQC is successful in listing SEEQC Common Stock on Nasdaq or any other national securities exchange, which could limit investors’ ability to make transactions in SEEQC Common Stock and subject SEEQC to additional trading restrictions.

As part of the Merger, each outstanding share of Allegro Common Stock and each Allegro Right that is issued and outstanding before the Effective Time (other than shares held by Allegro, SEEQC or their subsidiaries and shares as to which statutory dissenter’s rights have been exercised) will be canceled and converted into and become the right to receive one share of SEEQC Common Stock (multiplied by 1/10th in the case of the Allegro Rights). Prior to this transaction, SEEQC has not publicly issued any securities in the U.S. markets or elsewhere nor has there been extensive information about it, its businesses or its operations publicly available. Allegro and SEEQC have agreed to cause the SEEQC Common Stock to be issued in the Merger to be approved for listing on The Nasdaq Stock Market LLC, the New York Stock Exchange or the NYSE American, prior to the effective time of the Merger. Allegro cannot assure SEEQC Stockholders that SEEQC will be able to meet the initial listing requirements. SEEQC may be unable to maintain the listing of SEEQC Common Stock in the future. A successful listing also does not ensure that a market for the SEEQC Common Stock will develop or the price at which the shares will trade. No assurance can be provided as to the demand for or trading price of the SEEQC Common Stock following the Closing and the SEEQC Common Stock may trade at a price less than the current market price of the Allegro Common Stock.

If SEEQC fails to meet the initial listing requirements and The Nasdaq Stock Market LLC, the New York Stock Exchange or the NYSE American does not list its SEEQC Common Stock on its exchange, none of the parties to the Merger Agreement would be required to consummate the Merger. In the event that all such parties elected to waive this condition, and the Merger were consummated without SEEQC Common Stock being listed on The Nasdaq Stock Market LLC, the New York Stock Exchange or the NYSE American, SEEQC could face significant material adverse consequences, including:

•        a limited availability of market quotations for SEEQC Common Stock;

•        reduced liquidity for SEEQC Common Stock;

•        to the extent that SEEQC does not qualify for any of the other penny stock exemptions from under the applicable provisions of Rule 3a51-1 under the Exchange Act, a determination that SEEQC Common Stock are “penny stocks” which will require brokers trading in SEEQC Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for SEEQC Common Stock;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If SEEQC Common Stock are not listed on The Nasdaq Stock Market LLC, the New York Stock Exchange or the NYSE American, such shares would not qualify as covered securities and SEEQC would be subject to regulation in each state in which SEEQC offers its SEEQC Common Stock because states are not preempted from regulating the sale of securities that are not covered securities.

Even if SEEQC is successful in listing SEEQC Common Stock and developing a public market, there may not be enough liquidity in such market to enable SEEQC stockholders to sell their SEEQC Common Stock. If a public market for the SEEQC Common Stock does not develop, investors may not be able to re-sell their SEEQC Common Stock, rendering their shares illiquid and possibly resulting in a complete loss of their investment. SEEQC cannot predict the extent to which investor interest in SEEQC will lead to the development of an active, liquid trading market. The trading price of and demand for the SEEQC Common Stock following completion of the Merger and the development and continued existence of a market and favorable price for the SEEQC Common Stock will depend on a number of conditions, including the development of a market following, including by analysts and other investment professionals, the businesses, operations, results and prospects of SEEQC, general market and economic conditions, governmental actions, regulatory considerations, legal proceedings and developments or other factors. These and other factors may impair the development of a liquid market and the ability of investors to sell shares at an attractive price. These factors also could cause the market price and demand for SEEQC Common Stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares and may otherwise affect negatively the price and liquidity of the SEEQC Common Stock. Many of these factors and conditions are beyond the control of SEEQC or stockholders of SEEQC.

A market for SEEQC Common Stock may not develop, which could adversely affect the liquidity and price of its shares.

The price of SEEQC Common Stock may fluctuate significantly due to the market’s reaction to the Merger and general market and economic conditions. An active trading market for SEEQC Common Stock may never develop or, if developed, may not be sustained. In addition, the price of SEEQC Common Stock can vary due to general economic conditions and forecasts, our general business conditions and the release of our financial reports. Additionally, if SEEQC Common Stock are not listed on, or become delisted from, The Nasdaq Stock Market LLC, the New York Stock Exchange or the NYSE American for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if they were quoted or listed on The Nasdaq Stock Market LLC, the New York Stock Exchange or the NYSE American. Investors may be unable to sell their SEEQC Common Stock unless a market can be established or sustained.

Our issuance of additional capital stock in connection with financings, acquisitions, investments, our equity incentive plans or otherwise, including in connection with the stock options of SEEQC, will dilute existing stockholders and may increase the number of SEEQC Common Stock eligible for resale, which could depress the market price of our shares.

We expect to issue additional capital stock that will result in dilution to all other stockholders. The Earnout Recipients are entitled to receive additional shares of SEEQC Common Stock if certain price conditions are met. Furthermore, the stock options and restricted stock units of SEEQC outstanding as of the Effective Time will remain outstanding, subject to adjustments as necessary based on the SEEQC Stock Split. To the extent these awards are exercised and settled, SEEQC will issue the underlying shares, which will result in dilution to SEEQC’s stockholders and increase the number of SEEQC Common Stock eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such securities may be exercised could adversely affect the market price of the SEEQC Common Stock.

We may seek additional capital through a combination of public and private equity offerings, debt financings and strategic partnerships and alliances. As part of our business strategy, we may acquire or make investments in companies, solutions or technologies and issue equity securities to pay for any such acquisition or investment. To the extent that we raise additional capital through the sale of equity, convertible debt securities or other equity-based derivative securities, your ownership interest will be diluted, the per share value of SEEQC Common Stock may decline and the terms of the securities may include liquidation or other preferences that may be senior to your rights as a holder of SEEQC Common Stock. Any indebtedness we incur would result in increased payment obligations and could involve restrictive covenants, such as limitations on our ability to incur additional debt and other operating restrictions that could adversely impact our ability to conduct our business. Any debt or additional equity financing that we raise may contain terms that are not favorable to us and holders of SEEQC Common Stock.

We cannot predict the size of future issuances of SEEQC Common Stock or securities convertible into SEEQC Common Stock or the effect, if any, that future issuances and sales of SEEQC Common Stock will have on the market price of SEEQC Common Stock. Sales of substantial amounts of SEEQC Common Stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of SEEQC Common Stock.

Future resales of SEEQC Common Stock after the consummation of the Merger may cause the market price of SEEQC Common Stock to drop significantly, even if our business is doing well.

Pursuant to the lock-up agreements described in the section “The Merger Agreement — Ancillary Agreements — The Lock-Up Agreements,” after the consummation of the Merger and subject to certain exceptions, certain of the stockholders of SEEQC and certain of the initial stockholders of Allegro will be contractually restricted from selling or transferring any of their respective SEEQC Common Stock held by them immediately prior to the Effective Time (in the case of the stockholders of SEEQC) or the shares of SEEQC Common Stock received by them in exchange for the founder shares (in the case of the initial stockholders of Allegro). Such restrictions begin at Closing and end on the date that is 180 days after Closing.

However, following the expiration of such lock-up agreements, those certain stockholders of SEEQC and those certain initial stockholders of Allegro will not be restricted from selling SEEQC Common Stock held by them, other than by applicable securities laws. Upon completion of the Merger, those certain stockholders of SEEQC and those certain initial stockholders of Allegro will collectively beneficially own approximately 55.74% of the outstanding SEEQC Common Stock at Closing.

The SEEQC Common Stock held by those certain stockholders of SEEQC and those certain initial stockholders of Allegro may be sold after the expiration of the lock-up period under the Merger Agreement, subject to applicable securities laws. As restrictions on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the market price of SEEQC Common Stock, and the market price of SEEQC Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

The grant and future exercise of registration rights may adversely affect the market price of SEEQC Common Stock upon consummation of the Merger.

Pursuant to the Registration Rights Agreement to be entered into in connection with the Merger and which is described elsewhere in this consent statement/prospectus, SEEQC will register the SEEQC Common Stock issued or issuable as Per Share Merger Consideration (as defined in the Merger Agreement) to Allegro Stockholders who are Affiliates (as defined in the Merger Agreement) of Allegro and the shares of SEEQC Common Stock held by the Initial Stockholders (as defined in the Merger Agreement) (or their transferees) upon consummation of the Merger pursuant to a shelf registration statement to be filed with the SEC no later than thirty (30) days following the date of the Closing. SEEQC will bear the cost of registering these securities. The registration of these securities will permit the public sale of such securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of SEEQC Common Stock following the consummation of the Merger.

We will be an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make SEEQC Common Stock less attractive to investors.

Upon consummation of the Merger, we will be an “emerging growth company” as defined in the JOBS Act. While we remain an “emerging growth company,” we are permitted to, and plan to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), requiring that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting and reduced disclosure obligations regarding executive compensation.

In addition, Section 102(b)(1) of the JOBS Act exempts “emerging growth companies” from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to “non-emerging growth companies,” but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an “emerging growth company,” can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

We will remain an “emerging growth company” until the earlier of (i) the last day of the fiscal year (1) following the fifth anniversary of the consummation of the Merger, (2) in which we have total annual gross revenue of at least $1.235 billion, or (3) in which we are deemed to be a large accelerated filer, which means the market value of SEEQC Common Stock that is held by non-affiliates equaled or exceeded $700 million as of the end of that year’s second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

We cannot predict if investors will find SEEQC Common Stock less attractive if we choose to rely on these exemptions. If some investors find SEEQC Common Stock less attractive as a result, there may be a less active trading market for SEEQC Common Stock, and our share price may be more volatile.

We will incur increased costs and obligations as a result of being a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.

As a public company, and particularly after we no longer qualify as an emerging growth company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the JOBS Act, the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), Nasdaq listing requirements and other applicable securities rules and regulations impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. These rules and regulations are often

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This document, including information included or incorporated by reference in this document, contains forward-looking statements concerning certain events and the financial condition, results of operations, plans, objectives, future performance and business of Allegro, SEEQC and their respective subsidiaries. These forward-looking statements include statements that are not historical in nature, including, but not limited to those preceded by, followed by or that contain forward-looking terminology, including the words “believe,” “expect,” “may,” “will,” “should,” “could,” “anticipate,” “estimate,” “intend” or the negation thereof, or similar expressions. Except as required by applicable law, neither Allegro nor SEEQC undertakes any obligation to release publicly any revisions to any forward-looking statements, to report events or circumstances after the date of this document, or to report the occurrence of unanticipated events.

Forward-looking statements are not guarantees of future events. They involve risks, uncertainties and assumptions. Actual events may differ materially from those contemplated by the forward-looking statements due to, among others, the following factors:

•        the expected timing of closing the Merger and benefits of the Merger;

•        the ability to successfully implement business plans for assets and operations;

•        governmental legislation and regulations, and decisions of courts, regulators and/or other governmental bodies;

•        potential liability in connection with legal claims or proceedings and losses resulting therefrom;

•        the sufficiency of cash from operations, cash distributions from controlled entities and borrowing capacity under any credit facility to meet anticipated liquidity needs for the foreseeable future;

•        economic conditions;

•        costs or difficulties related to the integration of acquisitions, including the Merger, and success of joint ventures operations;

•        the price and availability of debt and equity financing, including the ability to raise capital through alternatives like joint ventures;

•        the ability to sell or monetize assets, to reduce indebtedness, to repurchase equity securities, to make strategic investments, or for other general partnership purposes;

•        the matters described in the section titled “Risk Factors;” and

•        changes in the securities and capital markets.

In addition, the Merger is subject to the satisfaction of certain conditions and the absence of events that could give rise to the termination of the Merger Agreement, the possibility that the Merger does not close, risks that the proposed acquisition disrupts current plans and operations and business relationships or poses difficulties in attracting or retaining employees, the possibility that the costs or difficulties related to the integration of the two companies will be greater than expected and the possibility that the anticipated benefits from the Merger cannot or will not be fully realized.

Allegro and SEEQC each believe that they have chosen these assumptions or bases in good faith and that they are reasonable. However, Allegro and SEEQC caution you that assumed facts or bases almost always vary from actual events, and the differences between assumed facts or bases and actual events can be material, depending on the circumstances. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this document, including those described in the “Risk Factors” section herein. For additional information, please also see the section entitled “Where You Can Find More Information” beginning on page 196 of this consent statement/prospectus.

ABOUT THIS CONSENT STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC, by SEEQC, a Delaware corporation, (File No. 333-296251), constitutes a prospectus of SEEQC under Section 5 of the Securities Act, with respect to the SEEQC Common Stock to be issued to Allegro Stockholders if the Merger is consummated.

This document does not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction in which, or to any person to whom, it would be unlawful to make such offer.

No person is authorized to give any information or to make any representation with respect to the matters that this consent statement/prospectus describes other than those contained in this consent statement/prospectus. Neither Allegro nor SEEQC takes any responsibility for, and can provide no assurances as to the consent statement/prospectus nor any distribution of securities under this consent statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of Allegro or SEEQC since the date of this consent statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

INFORMATION ABOUT ALLEGRO

Introduction

Allegro is a Delaware company incorporated on August 7, 2017. Allegro was originally formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Prior to executing the Merger Agreement with SEEQC, Allegro’s efforts were limited to organizational activities, completion of its initial public offering (the “IPO”), pursuing a possible transaction with and subsequently evaluating other possible strategic transactions.

Prior to Allegro’s IPO, Allegro issued to Eric Rosenfeld, its Chief Executive Officer, an aggregate of 4,312,500 founder shares in exchange for a capital contribution of $25,000, or approximately $0.01 per share. Mr. Rosenfeld then transferred all of the shares to two trusts for the benefit of his immediate family members, and subsequently, the trusts transferred a portion of such shares to the other initial stockholders in exchange for approximately $0.01 per share. In April 2018, the initial stockholders contributed to capital an aggregate of 575,000 founder shares for no additional consideration, leaving the initial stockholders with an aggregate of 3,737,500 founder shares.

On July 6, 2018, Allegro consummated its IPO of 14,950,000 units (“Units” and, with respect to the common stock included in the Units offered, the “Public Shares”), including 1,950,000 Units that were issued pursuant to the exercise in full of the underwriters’ over-allotment option, with each Unit consisting of one share of common stock, one right and one warrant. The IPO generated gross proceeds of $149,500,000.

Simultaneous with the consummation of the IPO, Allegro completed the private placement of 372,500 private placement units (“Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $3,725,000. The Private Units were purchased by the initial stockholders, Cantor Fitzgerald & Co., the representative of the underwriters in the IPO, and Chardan Capital Markets LLC, one of the underwriters in the IPO. The net proceeds of the IPO plus the proceeds from the sale of the Private Units were deposited into a trust account established by Allegro in connection with the IPO.

On September 16, 2019, Allegro signed a Letter of Intent with TriArtisan Partners and a U.S.-based restaurant chain in which Allegro would merge with the restaurant chain. On November 8, 2019, following significant discussions between the parties and negotiation of documents relating to such transaction, a merger agreement between Allegro and the restaurant chain was executed and the transaction was publicly announced.

On March 31, 2020, because of the COVID-19 pandemic and the closure of all of the chain’s restaurants, the parties mutually determined, due to extraordinary market conditions and the failure to meet necessary closing conditions, to terminate the merger agreement between the parties.

On March 31, 2020, Allegro commenced the process of dissolving and liquidating its trust account, in accordance with the Allegro Charter. On April 21, 2020, pursuant to the Allegro Charter, all of Allegro’s outstanding Public Shares were redeemed at a per share redemption price of approximately $10.30 per Public Share. Following such redemption, there were no funds remaining in the trust account.

Since such date, Allegro has operated as an SEC reporting company identifying and reviewing information with respect to potential companies with which it might enter into a strategic transaction. As a result of such process, Allegro identified and entered into the Merger Agreement with SEEQC as described below in the section titled “The Merger — Background of the Merger.”

Facilities

Allegro maintains its principal executive offices at 777 Third Avenue, 37th Floor, New York, New York 10017. This space is being provided to Allegro by Crescendo Advisors II, LLC, an entity controlled by Mr. Rosenfeld, free of charge. Allegro considers its current office space adequate for its current operations.

Employees

Allegro has three executive officers. These individuals are not obligated to devote any specific number of hours to Allegro’s matters and intend to devote only as much time as they deem necessary to its affairs. Allegro does not have, and does not intend to have, any full time employees prior to the consummation of a business combination.

Directors and Officers

Allegro’s current directors and executive officers are as follows:

Eric S. Rosenfeld has served as Chief Executive Officer of Allegro since Allegro’s inception in August 2017 and served as Chairman of the board from Allegro’s inception until April 2018.

Mr. Rosenfeld has served as the Chief SPAC Officer of Legatl Merger Corp. IV (“Legato IV”), a blank check company seeking to consummate an initial business combination, since September 2025. Mr. Rosenfeld has also served as the Chief SPAC Officer of Legato Merger Corp. III (“Legato III”), a blank check company that has entered into a Business Combination Agreement with Einride AB and is seeking to consummate such transaction, since its inception in November 2023. Mr. Rosenfeld also served as the Chief SPAC officer of Legato Merger Corp. II (“Legato II”) from its inception until it completed its business combination with Southland Holdings in February 2023. He served as the Chief SPAC officer of Legato Merger Corp. (“Legato I”) from its inception in June 2020 until it completed its business combination with Algoma in October 2021 and has served as a member of the board of directors of Algoma since such time. From May 2014 until its merger with NextDecade in July 2017, Mr. Rosenfeld served as the chairman of the board of directors and Chief Executive Officer of Harmony and served as a member of the board of NextDecade from that time until June 2020. Mr. Rosenfeld served as Quartet’s chairman of the board and chief executive officer from its inception in April 2013 until its merger with Pangea in October 2014, and has served as a director of Pangaea since such time. Mr. Rosenfeld was chairman of the board and chief executive officer of Trio from its inception in June 2011 until its merger with SAE in June 2013 and served as a director of SAE from that time through July 2016. From April 2006 until its business combination with Primoris in July 2008, Mr. Rosenfeld served as the chairman of the board, chief executive officer and president of Rhapsody and served as a director of Primoris from the completion of its business combination until May 2014. From its inception in April 2004 until its business combination with Hill International in June 2006, he was the chairman of the board, chief executive officer and president of Arpeggio and served as a director of Hill International from the time of the business combination until June 2010. Mr. Rosenfeld has been the president and chief executive officer of Crescendo Partners, L.P. since its formation in November 1998. He has also been the senior managing member of Crescendo Advisors II LLC, since its formation in August 2000. From November 2018 until February 2023, Mr. Rosenfeld served as chairman emeritus of CPI Aerostructures, Inc. a NYSE American-listed company engaged in the contract production of structural aircraft parts for fixed wing aircraft and helicopters in both the commercial and defense markets. He became a director of CPI in April 2003 and served as chairman from January 2005 until November 2018. Mr. Rosenfeld has also served on the board of Primo Water Corp. (formerly Cott Corporation), a NYSE-listed beverage company, from June 2008 until May 2023 Mr. Rosenfeld has served as a board member of Aecon Group Inc., a Toronto Stock Exchange listed provider of construction and infrastructure development services, since June 2017. Mr. Rosenfeld served as a board member of Canaccord Genuity Group Inc, a Toronto Stock Exchange listed investment bank, from August 2020 until March 2021.

Prior to forming Crescendo Partners, Mr. Rosenfeld had been managing director at CIBC Oppenheimer and its predecessor company Oppenheimer & Co., Inc. since 1985. He was also chairman of the board of Spar Aerospace Limited, a company that provides repair and overhaul services for aircraft and helicopters used by governments and commercial airlines, from May 1999 through November 2001, until its sale to L-3 Communications. He served as a director of Hip Interactive, a Toronto Stock Exchange-listed company that distributed and developed electronic entertainment products, from November 2004 until July 2005. Mr. Rosenfeld also served as a director of AD OPT Technologies Inc., which was a Toronto Stock Exchange-listed company from April 2003 to November 2004, when it was acquired by Kronos Inc. Mr. Rosenfeld also served as a director and head of the special committee of Pivotal Corporation, a Canadian-based customer relations management software company that was sold to Chinadotcom in February 2004. He was a director of Sierra Systems Group, Inc., a Toronto Stock Exchange-listed information technology, management consulting and systems integration firm based in Canada from October 2003 until its sale in January 2007. From October 2005 through March 2006, Mr. Rosenfeld was a director of Geac Computer Corporation Limited,

a Toronto Stock Exchange and NASDAQ-listed software company, which was acquired by Golden Gate Capital. He was also a director of Emergis Inc., a Toronto Stock Exchange-listed company that enables the electronic processing of transactions in the finance and healthcare industries, from July 2004 until its sale to Telus Corporation in January 2008. Mr. Rosenfeld also served on the board of Matrikon Inc., a Toronto Stock Exchange-listed provider of solutions for industrial intelligence, from July 2007 until its sale to Honeywell International, Inc. in June 2010. He was also a member of the board of Dalsa Corporation, a Toronto Stock Exchange-listed company that designs and manufactures digital imaging products, from February 2008 until its sale to Teledyne in February 2011. From October 2005 until its final liquidation in December 2012, he was the chairman of the board of Computer Horizons Corp., quoted on the OTCBB, that, before the sale of the last of its operating businesses in February 2007 (at which time it was NASDAQ-listed), provided information technology professional services with a concentration in sourcing and managed services. From December 2012 until December 2019, Mr. Rosenfeld served as a board member of Absolute Software Corporation, a Toronto Stock Exchange listed provider of security and management for computers and ultra-portable devices.

Mr. Rosenfeld is an adjunct professor at Columbia Business School and Tulane Law School and has served on numerous panels at Queen’s University Business Law School Symposia, McGill Law School, the World Presidents’ Organization and the Value Investing Congress. He is a senior faculty member at the Director’s College. He has also been a guest host on CNBC.

David D. Sgro, CFA, has served as a chairman of Allegro’s board of directors since April 2018, Chief Operating Officer since Allegro’s inception in August 2017, as well as Chief Financial Officer from November 2017 to April 2018. Mr. Sgro has served as a member of the board of directors and non-executive vice chairman of Legato IV since September 2025 and of Legato III since November 2023. Mr. Sgro also served as a member of the board of directors of Legato II from its inception, and as non-executive vice chairman of the board from November 2021, until it completed its business combination with Southland Holdings in February 2023, and as its Chief Executive Officer from its inception to November 2021. He served as the Chief Executive Officer and a member of the board of directors of Legato I from its inception in June 2020 until it completed its business combination with Algoma in October 2021 and Mr. Sgro served as a member of the board of directors of Algoma from the closing of the business combination until October 2025. Mr. Sgro served as Harmony Merger Corp.’s Chief Operating Officer and Secretary since its inception in May 2014 until its merger with NextDecade in July 2017 and as a director from May 2014 to August 2016 and then again from its merger with NextDecade until June 2018. Mr. Sgro served as Quartet Merger Corp.’s Chief Financial Officer, Secretary and a member of its board of directors from April 2013 until its merger with Pangaea in October 2014 and has served as a director of Pangaea since such time. Mr. Sgro served as Trio Merger Corp.’s Chief Financial Officer, Secretary, and a member of its board of directors from its inception in June 2011, until its merger with SAE in June 2013 and served as a director of SAE from that time through July 2016. From April 2006 to July 2008, Mr. Sgro served as the Chief Financial Officer of Rhapsody Acquisition Corp. and from July 2008 to May 2011, Mr. Sgro served as a director of Primoris. Mr. Sgro held numerous positions with Crescendo Partners from December 2005 through December 2021. Mr. Sgro has served as the director of research for Jamarant Capital, L.P., a private investment partnership, since January 2016. Mr. Sgro also served as Chairman of the Board of Hill International Inc., construction project management firm, until its sale to GISI in December 2022. Mr. Sgro served on the boards of BSM Technologies, Inc., a TSX listed GPS enabled fleet management service provider from July 2016 until its sale to Geotab in June 2019; Bridgewater Systems, Inc., a TSX listed telecommunications software company, from June 2008 until its sale to Amdocs in August 2011; Imvescor Restaurant Group, a TSX listed restaurant franchisor, from March 2016 until its sale to MYR Group in February 2018; and COM DEV International Ltd., a global designer and manufacturer of space hardware from April 2013 to February 2016. From June 1998 to May 2003, he worked as an analyst and then senior analyst at Management Planning, Inc., a firm engaged in the valuation of privately held companies. Simultaneously, Mr. Sgro worked as an associate with MPI Securities, Management Planning, Inc.’s boutique investment banking affiliate.

Mr. Sgro earned a BS in Finance from The College of New Jersey in 1998 and an MBA from Columbia Business School in 2005. Mr. Sgro is a regular guest lecturer at Columbia Business School and is an adjunct professor at The College of New Jersey.

Adam H. Jaffe has served as Allegro’s Chief Financial Officer since April 2018. Mr. Jaffe has served as the Chief Financial Officer of Legato IV since September 2025 and of Legato III since its inception in November 2023. Mr. Jaffe served as chief financial officer and secretary of Legato II from its inception until it completed its business combination with Southland Holdings in February 2023. Mr. Jaffe joined Crescendo Partners, LP in February 2018

as the fund’s controller and Chief Compliance Officer, and currently serves as Chief Financial Officer. Mr. Jaffe has also served as the Chief Financial Officer and Chief Compliance Officer for Jamarant Capital, L.P., an investment firm founded in 2015, since 2018. He served as the chief financial officer and secretary of Legato I from its formation in June 2020 until its merger with Algoma in October 2021. Mr. Jaffe also served on the board of The Green Organic Dutchman, a CSE-listed Canadian Cannabis company from June 2021 until November 2022. Prior to joining Crescendo Partners LP, Mr. Jaffe was the Senior Fund Accountant for the real estate private equity fund, GTIS Partners LP, from September 2016 to February 2018. While at GTIS Partners, Mr. Jaffe focused on the development of residential homes, land development, and single-family homes for rental properties across the United State and Brazil. From September 2014 to September 2016, Mr. Jaffe worked at EisnerAmper LLP. Mr. Jaffe is a New York State Certified Public Accountant (CPA).

John P. Schauerman has served as a member of Allegro’s board of directors since April 2018. Mr. Schauerman served as a member of Harmony Merger Corp.’s board of directors from July 2014 until its merger with NextDecade LLC. Mr. Schauerman served as a director of Quartet Merger Corp. from its inception in April 2013 until its merger with Pangea Logistics Solutions Ltd. in October 2014. Mr. Schauerman has served on the Board of Primoris Services Corporation (NASDAQ: PRIM) since November 2016. Mr. Schauerman has served on the Board of Ascent Industries (NASDAQ: ACNT) since June 2020. He previously served as executive vice president, corporate development of Primoris from February 2009 to May 2013, and served as a Director of Primoris from July 2008 to May 2013. He served as the chief financial officer of Primoris from February 2008 to February 2009. He also served as a director of Primoris and its predecessor entity from 1993 to July 2008. He joined Primoris’ wholly-owned subsidiary, ARB, Inc., in 1993, as senior vice president. Prior to joining ARB, Inc., he was senior vice president of Wedbush Morgan Securities. Mr. Schauerman served on the Boards of Directors of MYR Group (Nasdaq: MYRG), a leading electrical infrastructure firm, from March 2016 through November 2016, and has served on the Board of Wedbush Securities from August 2014 through February 2018. Mr. Schauerman received a B.S. in Electrical Engineering from UCLA and an M.B.A. from Columbia Business School.

Adam J. Semler has served as a director of Allegro since April 2018. Mr. Semler has served as a director of Legato IV since September 2025 and served as a director of Legato II from November 2021 until it completed its merger with Southland Holdings in February 2023. Mr. Semler has served as a director of Legato I from January 2021 until it completed its merger with Algoma in October 2021. Mr. Semler served as a member of Harmony Merger Corp.’s board of directors from July 2014 until its merger with NextDecade LLC. Mr. Semler joined York Capital Management, LLC, an investment management fund, in 1995 and held several positions with the firm, most recently holding the position of chief operating officer and member of its managing partner until he retired in December 2011. While at York Capital Management, he was responsible for all financial operations of the firm. During this time, he also served as chief financial officer and secretary of York Enhanced Strategies Fund, LLC, a closed ended mutual fund. Previously, he was at Granite Capital International Group, an investment management firm, where Mr. Semler was responsible for the accounting and operations function for its equity products. He also previously worked as a senior accountant at Goldstein, Golub, Kessler & Co., where Mr. Semler specialized in the financial services industry, as well as a senior accountant at Berenson, Berenson, Adler. Mr. Semler has also served on the Board of Hebrew Public, a not for profit charter school network, since May 2015. Mr. Semler is a C.P.A. and received a B.B.A. from Emory University.

Robert Michael Deluce has served as a member of Allegro’s board of directors since April 2018. Mr. Deluce has a long history in aviation, both professionally and personally. In 2002, Mr. Deluce co-founded Porter Airlines, Inc., a regional airline headquartered at Billy Bishop Toronto City Airport on the Toronto Islands in Toronto, Ontario, Canada, and was instrumental in the strategic development of its business plan. Mr. Deluce remains central to the business and presently serves as its President & CEO. He holds an MBA from University of Western Ontario’s Ivey School of Business.

Executive Compensation

Allegro has not paid any cash or non-cash compensation to any of its executive officers or directors for services rendered to it since Allegro’s inception. Additionally, Allegro is not party to any agreements with its executive officers and directors that provide for benefits upon termination of employment with Allegro.

In connection with Allegro’s IPO, Allegro agreed to pay Crescendo Advisors II, LLC, an entity controlled by Mr. Rosenfeld, a fee of $12,500 per month for providing Allegro with office space and certain office and administrative services. The Company paid such fee to Crescendo from the IPO through March 2020, at which time Allegro and Crescendo agreed to suspend payments under the agreement.

Allegro’s officers and directors are entitled to be reimbursed for any out-of-pocket expenses incurred in connection with activities on its behalf, with Allegro’s audit committee approving all such reimbursements.

Legal Proceedings

There are no legal proceedings pending against Allegro.

Periodic Reporting and Audited Financial Statements

Allegro has registered its securities under the Exchange Act and has reporting obligations, including the requirement to file annual and quarterly reports with the Securities and Exchange Commission. In accordance with the requirements of the Exchange Act, Allegro’s Annual Reports contain financial statements audited and reported on by Allegro’s independent registered public accounting firm.

Holders and Market Information

As of June 12, 2026, there were 13 holders of record of Allegro’s units, 14 holders of record of Allegro’s common stock, 1 holder of record of Allegro’s warrants and 1 holder of record of Allegro’s rights.

Allegro’s securities do not currently trade on any exchange.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF ALLEGRO

The following discussion and analysis of Allegro’s financial condition and results of operations should be read in conjunction with Allegro’s financial statements and the notes thereto contained elsewhere in this consent statement/prospectus. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involves risks and uncertainties including, but not limited to, those described under the heading “Risk Factors.” References in this section to “we,” “us,” “our,” and “the Company” are intended to mean the business and operations of Allegro.

Overview

We are a blank check company incorporated on August 7, 2017 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“business combination”).

On January 16, 2026, we entered into the Merger Agreement with SEEQC and Merger Sub. Pursuant to the Merger Agreement, we will merge with and into Merger Sub, with our company surviving the Merger. As a result of the Merger, we will become a direct, wholly-owned subsidiary of SEEQC and our security holders will become security holders of SEEQC.

At the Effective Time, each share of Allegro Common Stock, and Allegro Rights, that is issued and outstanding immediately before the Effective Time (other than shares held by us, SEEQC or their subsidiaries and shares as to which statutory dissenter’s rights have been exercised) will be canceled and converted into and become the right to receive one share of SEEQC common stock (multiplied by 1/10th in the case of the Allegro Rights).

In connection with the Merger, we will seek to amend the Allegro Warrants, so that, immediately prior to the Effective Time, each of the issued and outstanding Allegro Warrants will automatically convert into the right to receive a fractional share of SEEQC common stock pursuant to the Allegro Warrant Amendment. In the event that the Allegro Warrants are not amended and the Merger is consummated, SEEQC will assume them.

For further information on the Merger and SEEQC, see the Current Report on Form 8-K filed by us on January 16, 2026.

Critical Accounting Policy

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The Company has identified the following critical accounting policy:

The company has determined there are no critical accounting policies or estimates in the periods covered in this report.

Critical Accounting Estimate

An accounting estimate where (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material.

Critical Accounting Policies and Practices

A company’s accounting policies and practices that are both most important to the portrayal of the company’s financial condition and results, and require management’s most difficult, subjective, or complex judgments, often because of the need to make estimates about the effects of matters that are inherently uncertain.

Results of Operations

Comparison of the three months ended March 31, 2026 and 2025

For the three months ended March 31, 2026, we had a net loss of $105,465, which consisted of operating costs of $108,908 offset by miscellaneous income of $3,443.

For the three months ended March 31, 2025, we had a net loss of $17,783, which consisted of operating costs of $17,783.

Comparison of the years ended December 31, 2025 and 2024

For the year ended December 31, 2025, we had net loss of $72,705, which consisted of operating costs of $72,705.

For the year ended December 31, 2024, we had net loss of $39,479, which consisted of operating costs of $39,479.

Liquidity and Capital Resources

We presently have no revenue; our net loss of $105,465 for the three months ended March 31, 2026 consists of operating expenses of $108,908, offset by miscellaneous income of $3,443. Our net loss of $72,705 for the year ended December 31, 2025 consists only of operating costs. Through March 31, 2026, our liquidity needs were satisfied through receipt of $22,300 in loans made to the company.

The accompanying financial statements have been prepared assuming we will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of March 31, 2026, we had a working capital deficit of $1,182,817. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Our plans to raise capital or to consummate the initial business combination may not be successful. These matters, among others, raise substantial doubt about our ability to continue as a going concern. Based on the foregoing, we currently do not have sufficient cash and working capital to meet our needs through September 30, 2026 unless our initial stockholders provide us additional funds for our working capital needs, or we obtain other financing.

The accompanying financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Related Party Transactions

Private Shares

In connection with Allegro’s organization in August 2017, Allegro issued to Eric Rosenfeld, the Chief Executive Officer, an aggregate of 4,312,500 shares of common stock in exchange for a capital contribution of $25,000, or approximately $0.01 per share. The foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Prior to the initial public offering, Mr. Rosenfeld then transferred all of the shares to two trusts for the benefit of his immediate family members, and subsequently, the trusts transferred a portion of such private shares to the other initial stockholders in exchange for $0.01 per share. In April 2018, the initial stockholders contributed to Allegro’s capital an aggregate of 575,000 shares for no additional consideration, leaving them with an aggregate of 3,737,500 private shares.

The private shares are identical to the shares of common stock included in the units sold in the initial public offering. However, the initial stockholders have agreed (A) not to transfer, assign or sell any of their private until the earlier to occur of: (i) one year after the completion of Allegro’s initial business combination or (ii) the date on which Allegro completes a liquidation, merger, stock exchange or other similar transaction after the initial business combination that results in all stockholders having the right to exchange their shares of common stock for cash, securities or other property, or (iii) if the last sale price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after Allegro’s initial business combination, and (B) each holder of private shares has agreed to waive his, her or its redemption rights with respect to the private shares, (i) in connection with the consummation of a business combination, (ii) in connection with a stockholder vote to amend Allegro’s charter to modify the substance or timing of Allegro’s obligation to redeem 100% of the public shares if

Allegro does not complete an initial business combination by the required deadline, (iii) if Allegro fails to consummate an initial business combination by the required deadline, and (iv) upon Allegro’s liquidation. Additionally, the initial stockholders have agreed to vote their private shares in favor of the initial business combination.

Promissory Notes

The Company issued three unsecured promissory notes totaling $103,230 to Eric S. Rosenfeld, the Company’s Chief Executive Officer, in January and February 2026 for $20,000, $60,931.01, and $22,300, respectively. The notes are non-interest bearing, and payable on the earlier of (i) demand by Payee, (ii) the date on which the Company consummates a merger or acquisition or (iii) the date on which the Company elects to dissolve and is outstanding as of March 31, 2026.

The Company issued two unsecured promissory notes totaling $19,000 to Eric S. Rosenfeld, the Company’s Chief Executive Officer, in January and March 2025, respectively. The notes are non-interest bearing, and payable on the earlier of (i) demand by Payee, (ii) the date on which the Company consummates a merger or acquisition or (iii) the date on which the Company elects to dissolve and is outstanding as of March 31, 2026.

Notes Payable — Related Parties

Certain individuals and entities (the “Contributors”) that participated in the private placement of units that occurred simultaneously with the Company’s initial public offering contributed to the Company an aggregate amount of $781,700, representing contributions covering a prorated amount of $0.02 per unconverted public share for the partial month of January 2020 and $0.025 per unconverted public share for each of February 2020 and March 2020 (each, a “Contribution”). The Contributions will not bear any interest and will be repayable by the Company to the Contributors upon consummation of an initial business combination. The Contributions will be forgiven if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Company’s trust account.

The Company deposited $223,342, the first contribution on January 6, 2020, into the trust account established in connection with the Company’s initial public offering. The Company deposited the second Contribution of $279,178 on January 31, 2020, and deposited the third Contribution of $279,180 on March 2, 2020, in each case, to the same trust account; provided that any such additional Contribution was only to be made if the previously announced merger agreement with TGI Fridays is still then in effect, or, if such agreement is earlier terminated, the Board of Directors of the Company by majority vote determines to require such additional Contribution.

On March 31, 2020, the Company and Holdings mutually determined, due to extraordinary market conditions and the failure to meet necessary closing conditions, to terminate the Merger Agreement.

An aggregate of approximately $781,700 principal amount of loans associated with the extension remain outstanding as of March 31, 2026. The loans made by the Contributors will not be repaid and will be forgiven if we are unable to consummate a business combination and determine to liquidate and dissolve.

Private Placement Units

Simultaneous with the consummation of the initial public offering, Allegro consummated the private placement of 372,500 private placement units at a price of $10.00 per private placement unit, generating total proceeds of $3,725,000. The private placement units were purchased by the initial stockholders, Cantor and Chardan.

Allegro’s initial stockholders, Cantor and Chardan have the right to require Allegro to register the private placement units for resale, as described below under “— Registration Rights”. Allegro will bear the costs and expenses of filing any such registration statements.

The private placement rights are identical to the rights that were sold as part of the units in Allegro’s initial public offering. The private placement warrants are non-redeemable so long as they are held by the initial stockholders or their permitted transferees. The private placement warrants may also be exercised by the initial stockholders or their permitted transferees, for cash or on a cashless basis. Other than as stated above, the private placement warrants have terms and provisions that are identical to those of the warrants sold as part of the units in Allegro’s initial public offering. The private placement units are not transferrable until 30 days after the consummation of Allegro’s initial business combination; provided, however, that the transfer restrictions will lapse earlier if following the completion of Allegro’s initial business combination Allegro completes a liquidation, merger, stock exchange or other similar transaction that results in all of Allegro’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Registration Rights

The holders of the private shares, private placement units (including securities contained therein) and warrants that may be issued upon conversion of working capital loans that may be made by Allegro’s initial stockholders, officers, directors or their affiliates will have the right to require Allegro to register under the Securities Act a sale of any securities held by them pursuant to a registration rights agreement. These holders will be entitled to make up to three demands, excluding short form registration demands, except that Cantor, Chardan, and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on July 2, 2018, the effective date of Allegro’s registration statement in connection with Allegro’s initial public offering. In addition, these holders will have “piggy-back” registration rights allowing them to include their securities in other registration statements filed by Allegro. Cantor, Chardan, and/or their designees may participate in a “piggy-back” registration only during the seven year period beginning on July 2, 2018. Allegro will bear the costs and expenses of filing any such registration statements.

Off-balance sheet financing arrangements

We did not have any off-balance sheet arrangements as of March 31, 2026 and December 31, 2025.

Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

We entered into an agreement to pay an affiliate of our Chief Executive Officer an aggregate monthly fee of $12,500 for office space and office and administrative support provided to the Company. The company and the affiliate have agreed to suspend payment on this agreement on March 31, 2020.

We have engaged our underwriters as advisors in connection an initial business combination to assist us in holding meetings with our shareholders to discuss the potential business combination and the target business’ attributes, introduce us to potential investors that are interested in purchasing our securities, assist us in obtaining shareholder approval for the business combination and assist us with our press releases and public filings in connection with the business combination. The Underwriting Agreement provided that a deferred underwriting discount of 3.5% of the gross offering proceeds of the initial public offering, excluding the over-allotment option, and 5.5% of the gross proceeds of the over-allotment option, or $5,622,500 in the aggregate (“Deferred Underwriting Discount”) would only be payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completed its initial Business Combination. As previously indicated, the Company was unable to consummate its initial business combination in the time period required by the Charter and, accordingly, distributed the proceeds held in the Trust Account to public stockholders. As a result, the Deferred Underwriting Discount is no longer owed.

Insider Shares

The Initial Stockholder purchased an aggregate of 4,312,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.01 per share (“Founder Shares”).

In April 2018, the Initial Stockholders surrendered an aggregate of 575,000 shares for no additional consideration, leaving them with an aggregate of 3,737,500 Founder Shares.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of March 31, 2026 and December 31, 2025.

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates.

Glossary of Technical Terms

Unless otherwise stated in this consent statement/prospectus or the context otherwise requires, references to the technical terms below in the section titled “Information About SEEQC” in this consent statement/prospectus have the meanings set forth below:

Chiplet:    A small, specialized semiconductor or superconducting chip designed to perform a particular function as part of a larger package. Chiplets are often combined with other chiplets in a module to create more flexible and scalable system designs.

Complementary Metal-Oxide-Semiconductor (“CMOS”):    The standard semiconductor technology used to build most conventional computer chips, including processors and memory. In quantum systems, CMOS can provide programmability, memory and supporting control functions, including in some low-temperature applications.

Control electronics:    The hardware that sends signals to qubits to manipulate their states and perform quantum operations. These systems also coordinate timing, measurement and feedback, and are a major part of the complexity and power consumption of quantum computers.

Cryogenic:    Referring to extremely low temperatures, often close to absolute zero. In quantum computing, cryogenic environments are used because many quantum devices and superconducting circuits only function properly when kept very cold.

CryoCMOS:    CMOS electronics designed or adapted to operate at cryogenic temperatures. It is used to bring some classical control and interface functions closer to the quantum processor while reducing latency and system complexity.

Crosstalk:    Unwanted interference between signals or components in an electronic system. In quantum computing, crosstalk can disturb qubits or corrupt control and readout signals, making accurate operation more difficult.

Digital twin:    A virtual model of a physical system used to simulate, test or validate performance before or alongside real-world deployment. In quantum computing, a digital twin can help developers evaluate system behavior, integration and control strategies more efficiently.

Error correction:    The process of identifying and correcting errors that occur while a quantum computer is operating. Because qubits are highly sensitive to noise and disturbance, error correction is essential for making quantum systems reliable enough to perform useful, large-scale computations.

Fault-tolerant quantum computing:    A form of quantum computing designed to continue operating accurately even when individual qubits or operations produce errors. It relies on error detection and correction methods so that computations can run long enough and reliably enough to solve useful problems.

Firmware:    Low-level software embedded directly into hardware devices to control their operation. In quantum systems, firmware may manage timing, signal generation, configuration and communication between components.

Foundry:    A manufacturing facility that fabricates semiconductor or superconducting chips. In this context, a superconducting foundry is used to produce specialized low-temperature circuits for quantum control, readout and related applications.

Graphics processing unit (GPU):    A specialized classical processor originally designed for graphics but now widely used for high-performance computing and artificial intelligence. In quantum systems, GPUs may be used to support demanding classical tasks such as decoding, simulation and real-time feedback.

High-performance computing (HPC):    Advanced computing systems designed to process very large or complex workloads at high speed. HPC resources can be used alongside quantum systems for simulation, orchestration, data processing and hybrid quantum-classical computing tasks.

Hybrid quantum-classical workflow:    A computing approach in which quantum processors and classical computers work together in repeated cycles. In these workflows, the quantum system performs certain operations while classical hardware handles tasks such as control, measurement processing, decoding and feedback.

Logical qubit:    A more reliable qubit created by combining many physical qubits together using error-correction techniques. Logical qubits are intended to preserve quantum information more accurately than individual physical qubits and are considered a key building block for large-scale, fault-tolerant quantum computing.

Low latency:    The ability to send, process or respond to information with very little delay. In quantum computing, low latency is especially important for readout, feedback and error correction, where slow response times can reduce system performance.

Multi-chip module (MCM):    A package that integrates multiple chips or chiplets into a single assembly so they can work closely together. In quantum systems, this can help bring control, readout and quantum processor components into closer proximity.

Multiplexing:    A method of sending multiple signals through a smaller number of physical connections or channels. In quantum systems, multiplexing can reduce wiring complexity, hardware requirements and thermal load as qubit counts increase.

Neutral-atom qubit:    A qubit implemented using electrically neutral atoms that are controlled with lasers or optical traps. These systems are often seen as promising for building large arrays of qubits with strong connectivity.

Photonic qubit:    A qubit implemented using particles of light, or photons. Photonic approaches can offer advantages in communication and connectivity, though they present different engineering challenges from superconducting or trapped-ion systems.

Physical qubit:    The basic quantum information unit embodied in a real-world device, such as an atom, trapped ion, superconducting circuit or photon.

Quantum processing unit (QPU):    The part of a quantum computer that contains the qubits and performs quantum operations. A QPU is the quantum counterpart to a classical processor, but it typically depends on extensive supporting control, readout and computing infrastructure.

Readout:    The process of measuring a qubit to determine its state and convert that result into usable classical information. Readout is a critical step in quantum computing because it is how the outcome of a quantum operation is observed and used.

Single Flux Quantum (SFQ) logic:    A superconducting digital logic technology that represents information using extremely small, quantized pulses of magnetic flux. SFQ circuits are designed for very high speed and very low power consumption, making them attractive for cryogenic quantum control systems.

Spin qubit:    A qubit that stores information in the quantum spin state of an electron or similar particle, often in a semiconductor device. Spin qubits are attractive because of their small size and potential compatibility with semiconductor manufacturing methods.

Superconducting qubit:    A qubit built from superconducting electronic circuits that operate at extremely low temperatures. These qubits are one of the most actively developed approaches to quantum computing because they can be manufactured using chip-based techniques and can support very fast operations.

Trapped-ion qubit:    A qubit implemented using electrically charged atoms held in place by electromagnetic fields. Trapped-ion systems are known for high-quality operations and long coherence times, though they can face scaling and speed tradeoffs.

INFORMATION ABOUT SEEQC

Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us, or “our” refer to SeeQC, Inc. and its consolidated subsidiaries prior to the consummation of the Merger. See the section titled “Glossary of Technical Terms” of this consent statement/prospectus for the definitions of certain technical terms used within this section.

Overview

Our vision

Our vision is to unlock the full potential of quantum computing by enabling scalable, commercially viable quantum systems. We believe the path to scale will mirror classical computing, with enabling technologies spanning foundry, chips, firmware and software. Our superconducting foundry, chip, firmware and software capabilities position us to help customers develop and validate the architectures needed to bring quantum systems to market.

SEEQC-Enabled Fully Integrated Multi-chip Quantum Module:

SEEQC’s Multi-chip Module With Scalable Architecture:

Our Approach

SEEQC was established to address what we believe is a fundamental barrier to realizing quantum computing’s commercial potential: the development of a fully integrated, chip-based architecture capable of delivering scalable, fault-tolerant quantum operations. We believe the path to commercial quantum computing depends not only on advances in qubits, but also on the surrounding system infrastructure that enables control, readout and integration with classical compute environments. SEEQC’s chip-based solutions are designed to serve as a digital infrastructure layer within the quantum computing value chain, enabling quantum hardware developers and integrators to advance their systems toward scalable, fault-tolerant architectures. We pursue this role by working across the quantum computing

ecosystem with hardware developers, integrators, advanced computing partners, manufacturing collaborators and government-supported programs. Although our initial commercial focus is on superconducting systems, our platform is agnostic to quantum modality at the infrastructure layer and to support developers across architectures as system requirements mature.

SEEQC was formed in 2019 through a transfer of assets from Hypres, Inc., a superconducting electronics company founded in 1983 by members of IBM’s superconducting computing project organization. Through this transfer of assets, we inherited deep expertise in superconducting digital circuit design, fabrication and cryogenic testing and system integration that continues to inform our technology platform today. This heritage underpins our work across digital control, readout and hybrid quantum-classical workflow integration and provides an important foundation for the development of our current technologies.

We believe the next phase of quantum computing will be shaped by hybrid classical-quantum workflows, in which quantum processors and classical compute resources operate together through repeated cycles of computation, measurement, decoding and feedback. Similar to the role integrated chips played in scaling classical computers, we believe digital, chip-based integration of key quantum system functions will be an important enabler of these workflows and of scalable quantum computing more broadly. SEEQC focuses on the classical-quantum interface layer, where digital control, readout and near real-time error-correction technologies support the movement of data and instructions between quantum and classical systems. Our digital control and readout chips are designed to replace the analog or mixed-signal electronics used in most quantum computers today with a fully digital architecture optimized for scale, energy efficiency and cost. While our initial commercial focus is on superconducting-based quantum systems, the architectural principles underlying our digital cryogenic control, readout and integration technologies are designed to be applicable, in whole or in part, across multiple qubit modalities such as semiconductor spin qubits, photonic qubits, and others.

Our platform is built on superconducting highly energy-efficient Single Flux Quantum (“SFQ”) digital logic supported by cryogenic Complementary Metal-Oxide-Semiconductor (“CMOS”) technologies. This architecture is designed to operate at ultra-low power at millikelvin temperatures, enabling close proximity between digital control chips and qubits at the coldest stage of the quantum system while reducing thermal load, wiring complexity and cooling requirements as systems scale. By replacing room-temperature analog control chains with superconducting chip-based digital circuitry located closer to the qubits, our architecture is also designed to reduce the size, component count and overall complexity of the control stack relative to conventional analog systems. We believe this more compact and integrated architecture can improve system efficiency and support more scalable quantum system designs. We are developing and integrating supporting cryogenic CMOS technologies and associated room-temperature electronics as part of a broader control and interface solution. We combine SFQ and CMOS-based architectures to leverage the complementary strengths of each technology, using high-speed, low-latency, and energy-efficient SFQ logic together with the programmability, memory, and robust operational capabilities of CMOS and cryoCMOS. In addition to supporting fault-tolerant operation, our quantum-classical interfacing solutions are designed to enable tightly coupled integration between quantum processing units (“QPUs”) and classical compute resources, including graphics processing units (“GPUs”), which we believe may support emerging workloads such as AI for quantum computing and quantum computing for AI.

SEEQC’s Architecture Reduces Size, Component Count and Complexity:

Our approach is defined by the following core attributes:

•        Focus on the Infrastructure Layer.    We focus on the digital infrastructure layer of the quantum computing stack, which we believe will become increasingly important as systems move toward larger, error-corrected fault-tolerant architectures.

•        Designed for Scalable Integration.    We enable scaling by integrating control, readout, multiplexing and selected digital processing and quantum-classical interface functions directly on-chip.

•        Built for Hybrid Quantum-Classical Workflows.    Our platform is designed to support low-latency coordination between quantum processors and classical compute resources, including GPU-accelerated systems.

•        Power-Efficiency at the Core.    Our SFQ-based architecture is designed to operate at nanowatt-scale dissipation within the millikelvin stage of the system. This power will be further decreased to sub-nanowatt level with our next generation of SFQ logic. We believe this ultra-low power profile will become increasingly important as qubit counts rise and power and cooling constraints become critical to commercial deployment.

•        Owned and Vertically Integrated Superconducting Foundry.    We operate an in-house superconducting foundry that supports fabrication, rapid iteration and tighter integration across all stages of development and manufacturing.

•        Strategically Validated Ecosystem Relationships.    We work with quantum system developers, technology companies and government-supported programs that help validate our technologies and support broader ecosystem relevance.

The Quantum Computing Market Opportunity and Industry Dynamics

Quantum Computing is at An Inflection Point Today

Quantum computing is at an inflection point as the industry moves beyond early proof-of-concept systems toward larger, more integrated architectures designed to support commercially relevant applications. This shift is being driven by increasing investment from commercial enterprises, governments and both public and private capital providers, as well as by greater focus on fault tolerance, system reliability and practical deployment. According to McKinsey’s Quantum Technology Monitor 2026, the quantum computing market size (estimated by adding investments, revenues and internal funding from technology developers such as Google, IBM, AWS and Intel) was approximately $15 billion in 2025 and is projected to reach $25 to $34 billion by 2030 as fault-tolerant systems are deployed at scale. McKinsey estimates that by 2040 the broader quantum computing market could reach approximately $77 to $148 billion, with economic value creation across industries potentially reaching $1.3 to $2.7 trillion by 2035. In an updated analysis titled, The Long-Term Forecast for Quantum Computing Still Looks Bright, Boston Consulting Group (“BCG”) reaffirmed its projection that the market for quantum computing hardware and software providers would be between $90 to $170 billion by 2040, with economic value creation from quantum computing reaching $450 to $850 billion. In 2025, total funding into quantum technology start-ups was $12.6 billion, up 6.3x from $2.0 billion in 2024. This surge in funding is fueling the advancement of quantum technologies from research programs toward commercial deployment.

Government support is also reinforcing the view that quantum computing is moving from research toward strategic deployment. In the United States, the National Quantum Initiative framework, the Department of Energy’s National Quantum Information Science Research Centers, National Science Foundation infrastructure efforts and DARPA’s benchmarking programs are intended not only to support research, but also to validate technology pathways, strengthen domestic quantum capabilities and shape the infrastructure needed for commercialization. Similar national strategies are also underway in Europe and the United Kingdom. In the UK, the National Quantum Strategy committed £2.5 billion over ten years beginning in 2024, and in March 2026 the UK announced a further package worth up to £2 billion to support large-scale quantum computing deployment and strengthen national capabilities. The UK has also established the National Quantum Computing Centre (the “NQCC”) to support national quantum programs and infrastructure development. SEEQC is collaborating with the NQCC through its Cross-Qubit Scaling Platform hosted at the NQCC, which is intended to help validate SEEQC’s infrastructure technologies for scaling across different

qubit platforms. Together with SEEQC’s DARPA QBI-related activities, these engagements highlight the Company’s participation in major U.S. and UK quantum validation efforts. Many quantum computing developers today continue to operate across a broad portion of the stack, from qubit development and control infrastructure through software and, in some cases, application-layer tools. We believe this degree of vertical integration reflects the current stage of industry development, in which a dependable, modular and mature supply chain has not yet fully emerged. As a result, system developers often continue to build or tightly control critical enabling technologies internally, particularly in areas such as control, readout, cryogenic packaging and system integration. We believe this industry structure highlights both the relative immaturity of the market and the opportunity for specialized infrastructure providers that can help support a more scalable and dependable quantum supply chain over time.

Industry roadmaps across quantum computing modalities are increasingly focused on milestones that directly reflect progress toward practical use cases, commercially relevant system performance and scalable deployment, rather than on physical qubit counts alone. This shift reflects continued technical progress and a broader move from laboratory-scale demonstrations toward architectures intended to support fault tolerance, system utility and real-world applications later this decade and into the early 2030s. As a result, the industry is increasingly being judged not only on technical advancement, but also on its ability to deliver larger, more scalable, more reliable and more deployable systems over time. Superconducting quantum systems remain a major focus of current commercial activity. They represent one of the largest and most active segments of the quantum computing ecosystem, with many of the world’s leading technology companies, including IBM, Google, Amazon and Microsoft, pursuing cryogenic, superconductor-enabled platforms. Although the industry continues to explore multiple modalities, this concentration of technical effort, capital and deployment activity reflects the view that superconducting systems currently offer one of the most credible and active paths toward scaled quantum computing, particularly in the near to medium term.

That progression is also visible in selected public roadmaps from leading industry participants. IBM has stated that its roadmap targets Starling, its first fault-tolerant system, in 2029 and quantum-centric supercomputers with thousands of logical qubits beyond 2033, while Google has described a roadmap that progressed from beyond-classical quantum computation in 2019 to a quantum error-correction prototype in 2023 and below-threshold error correction with Willow in 2024, with a long-lived logical qubit identified as its next milestone. DARPA’s Quantum Benchmarking Initiative is similarly focused on whether competing approaches can achieve utility-scale performance by 2033. These roadmap signals suggest that the path to commercialization is becoming more defined, and we believe SEEQC is positioned to integrate with developers’ roadmaps because our technologies address the control, readout and quantum-classical interface requirements that become increasingly important as systems advance toward larger, error-corrected architectures.

Current Quantum Development Roadmap:

Computation is becoming more difficult to scale from both a system and an energy perspective. The International Energy Agency estimates that global data center electricity consumption was about 415 terawatt-hours in 2024 and is expected to more than double to around 945 terawatt-hours by 2030, with AI as the principal driver of that growth. In the United States, data centers are projected to account for nearly half of electricity demand growth through 2030. The expansion of AI training and inference workloads has heightened focus on overall energy consumption, power density, latency, thermal management and the cost of scaling advanced computing systems. At the same time, fault-tolerant quantum computing introduces its own energy consumption and scaling pressures tied to control electronics, readout

systems, interconnect density and cryogenic operation. As qubit counts increase, the energy required to control and measure qubits using racks of room-temperature electronics can become a structural constraint on the economic viability of large-scale systems.

Architectural efficiency, tighter system integration and more specialized processor coordination are becoming increasingly important across next-generation computing platforms. We believe the long-term opportunity is not only to scale AI and quantum independently, but also to enable them to work together more efficiently through hybrid classical-quantum workflows, in which quantum and classical systems interact through iterative cycles of computation, measurement, decoding and feedback. As both AI and quantum continue to scale, technologies that reduce control overhead, improve energy efficiency and strengthen coordination across computing layers are likely to become increasingly important.

These trends create a compelling opportunity for infrastructure innovation. Conventional superconducting quantum systems continue to rely heavily on room-temperature analog control and readout chains that require extensive cabling, filtering, attenuation, and pre-distortion before signals reach the qubits and multi-stage amplification, extensive isolation for qubit readout data. As systems scale, these analog paths become more susceptible to crosstalk, signal drift, waveform distortion, noise, latency and thermal burden, while also increasing system cost and complexity. More broadly, across modalities, the recurring issues are increasingly control, readout, integration, feedback and power efficiency. We believe this is where SEEQC is a differentiator. Our technologies are designed to address the infrastructure layer of quantum computing through highly energy-efficient digital, cryogenic-native control, readout, multiplexing and hybrid quantum-classical workflow integration. As the industry moves toward larger, error-corrected architectures and more hybrid classical-quantum workflows, we believe digital cryogenic infrastructure will become an increasingly important enabler of commercial viability.

Approaches and Modalities — Advantages and Challenges

Quantum computing is being pursued across a range of physical technologies to implement qubits, including superconducting circuits, trapped ions, neutral atoms, photonic systems, solid-state spins, and emerging approaches. These modalities differ in how qubits are realized, controlled, and measured, and each presents distinct technical advantages and scaling challenges. While progress continues across these architectures, no single modality has yet demonstrated a definitive path to large-scale, fault-tolerant quantum computing capable of sustained commercial deployment. Today, systems across these modalities have been deployed in research institutions, government laboratories, and commercial cloud-accessible and on-premises environments, reflecting a transition from isolated laboratory prototypes to broader fielded infrastructure.

The quantum computing landscape is increasingly organized around modality-specific technology stacks and the providers building them. Superconducting systems are being advanced by companies such as IBM, Google, Rigetti, IQM which emphasize chip-based architectures, fast gate speeds and integration with broader computing infrastructure. Trapped-ion systems are being pursued by providers such as Quantinuum and IonQ, which emphasize long coherence times, high-fidelity operations and flexible qubit connectivity. Neutral-atom systems are being advanced by companies such as QuEra, Atom Computing, which emphasize large, highly connected qubit arrays, while photonic approaches are being pursued by companies such as PsiQuantum, Xanadu, which emphasize silicon photonics and leverage of existing semiconductor manufacturing infrastructure. Other approaches, including topological architectures, are also being pursued, including by Microsoft, which has described a roadmap based on topological qubits and measurement-driven quantum computing. Together, these participants illustrate that the market is not converging around a single technical architecture, but instead remains a competition among distinct hardware, control and systems integration approaches.

Key Quantum System Providers by Modality:

As quantum computing technologies are being developed across multiple modalities, including superconducting circuits, trapped ions, photonic systems, neutral atoms and silicon spin qubits. Each modality offers a different profile across key performance dimensions. These include gate speed, coherence time, qubit connectivity, physical scalability, error-correction overhead and latency, and cryogenic requirement. Among these modalities, superconducting systems currently represent the most commercially advanced and most visibly deployed segment of the market, with selected public disclosures indicating that companies such as IBM, Rigetti and IQM account for some of the largest publicly identified system footprints today, and with Google also among the leading superconducting developers by technical progress and commercial activity. Superconducting systems are often viewed as attractive because they combine fast gate speeds with relatively advanced commercial deployment, but they typically have shorter coherence times, lower connectivity and significant cryogenic and wiring requirements. Trapped-ion systems are generally associated with higher fidelity, long coherence times and strong connectivity, but can face tradeoffs in gate speed and physical scalability. Neutral-atom architectures have shown promise in connectivity and physical scalability, while photonic systems are often viewed as attractive for connectivity, routing flexibility and lower cryogenic burden, although both remain earlier in commercial maturity. Silicon spin approaches are often viewed as promising because of their small device size, semiconductor manufacturing compatibility and potential physical scalability, but remain earlier in development and continue to face challenges in control, readout and system integration.

Fault-tolerant quantum computing has not yet been achieved at commercially relevant scale in any modality. Although meaningful progress has been made across superconducting, trapped ion, photonic, neutral-atom and other architectures, no approach has yet demonstrated the combination of reliability, duration and scale required to support large-scale logical qubit operation and sustained commercial workloads. Fault tolerance remains a critical industry milestone because it would enable quantum systems to perform long-duration computations through continuous error detection and correction. Reaching that milestone requires not only continued improvement at the qubit level, but also significant advances in the surrounding control, readout and decoding layers that must operate together with sufficient speed, precision and efficiency.

Quantum computing systems are organized across multiple layers, including the quantum processor, the control and readout infrastructure, the quantum-classical interface, the classical compute layer and the application layer. As companies pursue fault-tolerant architectures, bottlenecks are increasingly emerging across this stack rather than solely at the qubit layer. Quantum error correction depends on repeated cycles of measurement, classical decoding and conditional feedback, which place growing demands on low-latency feedback, control, high-throughput readout, deterministic quantum-classical coordination and energy-efficient operation. In conventional architectures, many of these functions continue to rely on slow room-temperature analog control and readout infrastructure, which can introduce complexity, thermal burden, latency and scaling constraints as systems grow. As a result, even though modalities differ in their physical implementation, they are increasingly converging around the same system-level bottlenecks in control, readout, decoding, integration and power efficiency.

Illustrative Quantum Stack Today:

We believe SEEQC is positioned to help address these bottlenecks by operating at the digital control and quantum-classical interface layer of the stack. Our technologies are intended to support scalable control and multiplexing, fast readout and reset, hybrid classical-quantum workflows, real-time error correction and improved power and thermal efficiency. We believe these capabilities can help reduce the infrastructure burden associated with scaling quantum systems and support the transition from laboratory-scale architectures toward larger fault-tolerant and commercially viable quantum computing systems.

SEEQC: A Differentiated Platform for Scalable Quantum Infrastructure

Technology Differentiation

Our strategy is to enable the scalable deployment of quantum computing by addressing the system-level infrastructure constraints that limit performance, energy efficiency, and fault tolerance. SEEQC operates in the digital infrastructure layer of the quantum computing stack, positioned between the quantum processor and classical-compute environments. While our initial commercial focus is on superconducting-based quantum systems, the architectural principles underlying our digital cryogenic control, readout, and integration technologies are designed to be applicable across multiple qubit modalities. As all types of quantum systems grow in qubit count and complexity, this interface layer increasingly determines system scalability, power efficiency, and the feasibility of real-time error correction. We focus on modernizing this layer through ultra-low power, fast digital, cryogenic-native control and integration of chip-based technologies designed to support commercially viable quantum system architectures.

SEEQC GPU-QPU Direct Digital Interface:

Scalable fault-tolerant quantum computing requires infrastructure capable of sustaining near real-time error correction as systems expand. Error correction depends on ultra-low-latency feedback between quantum and classical systems, stable and repeatable signal control and readout with sufficient fidelities, efficient throughput and energy-efficient operation within cryogenic environments where cooling capacity is inherently limited. As quantum processors scale, the energy required to control and readout qubits can become a fundamental constraint, making power efficiency essential to realistic deployment of large scale quantum data centers. SEEQC’s superconducting digital architecture is designed to minimize power dissipation, reduce signal interference, streamline system integration, and reduce both capital expenditures and operating costs, enabling quantum systems to grow without proportional increases in hardware complexity or energy consumption. This approach reflects a historically proven model observed in classical computing, where the transition from vacuum tube-based systems to solid state integrated semiconductor architectures enabled scalable, reliable, and commercially viable platforms.

A defining feature of our architecture is the integration of digital control, readout, multiplexing and interface electronics with qubits in the cryogenic environment. In conventional architectures, control and readout electronics are positioned at room temperature and connected to qubits through long coaxial cables, attenuators, filters, isolators and amplifiers distributed across multiple cryogenic stages. As qubit counts increase, this separation can introduce wiring density constraints, increased thermal load, analog waveform distortion and greater calibration complexity due to signal drift and crosstalk. SEEQC’s system-on-chip and multi-chip module architecture is designed to integrate SFQ-based control and readout chiplets directly alongside quantum processor chiplets, reducing reliance on long microwave signal paths and intermediate analog conditioning stages.

Our approach is defined by the following core differentiators:

•        Native Cryogenic Infrastructure-Layer Architecture:    Our platform is designed to replace conventional room-temperature analog control and readout chains with superconducting SFQ digital circuitry operating natively from 4K down to millikelvin cryogenic temperatures. Because SFQ circuits encode information as quantized magnetic flux pulses, signal generation is inherently digital and deterministic, with precise timing and reduced susceptibility to drift, distortion and instability. We believe this architecture can significantly reduce wiring density, thermal load and calibration overhead as systems scale.

•        Integrated Digital Readout, Control, and Multiplexing:    We are working toward integrating qubit control, measurement, multiplexing and selected quantum-classical interface functions directly on-chip. Our Josephson Digital Phase Detector (JDPD)-based readout digitizes qubit measurement signals directly within the cryogenic environment, proximal to qubits, and is designed to reduce reliance on extended analog microwave amplification chains and high-bandwidth analog data movement. Our digital control architecture uses digitally synthesized SFQ pulse sequences generated at cryogenic temperatures, which we believe can reduce distortion, jitter and temperature-dependent variability associated with analog waveform generation. Our digital multiplexing architecture routes multiple control or readout signals through a reduced number of physical interconnects using on-chip programmable routing and serialization, allowing more qubits to be managed without proportional increases in system hardware complexity, wiring count, or cost.

•        Cryogenic System Integration:    A defining feature of our architecture is the integration of digital control, readout, multiplexing and interface electronics with qubits in the cryogenic environment. In conventional architectures, these functions are performed using room-temperature electronics connected through long coaxial cables, attenuators, filters, isolators and amplifiers distributed across multiple cryogenic stages.

We believe our system-on-chip and multi-chip module architecture, which is designed to place SFQ-based control and readout chiplets directly alongside quantum processor chiplets, can reduce latency, minimize signal distortion, lower interconnect density and improve overall system determinism. In addition, we are developing complementary cryogenic CMOS technologies and associated room-temperature electronics to support a broader control and interface solution. We combine SFQ and CMOS-based architectures to leverage the complementary strengths of each technology, using high-speed, low-latency, and energy-efficient SFQ logic together with the programmability, memory, and robust operational capabilities of CMOS and cryoCMOS. We believe this expanded architecture can help bridge the cryogenic and room-temperature layers of the quantum computing stack, support more efficient signal management and system orchestration, and provide customers with a more complete pathway to scalable fault-tolerant system integration.

•        Owned Foundry with Vertically Integrated Fabrication:    We operate an in-house superconducting foundry supporting multi-layer SFQ circuit fabrication with rapid cycle times. This design to fabrication to test workflow enables fast convergence between architecture and system integration requirements and supports scalable product development. This provides greater control over performance, quality, and future production scalability in conjunction with strategic partnerships. The Company’s fabrication capabilities support not only superconducting quantum control circuits but also advanced superconducting electronics applicable to highly energy-efficient HPC, sensor readout, and related cryogenic research systems.

•        Focus on Hybrid Quantum-Classical Workflows and Integration:    Our digital quantum-classical interface technologies are designed to enable low-latency, efficient bandwidth, deterministic coordination between quantum processors and classical compute resources, including GPU-accelerated AI-capable systems. We believe scalable quantum error correction and large-scale system performance depend on this integration. This supports fast, reliable coordination between quantum and classical systems required for error correction at scale.

•        Power and Thermal Efficiency: Power dissipation at millikelvin temperatures is a primary scalability constraint in quantum computing. SEEQC’s SFQ-based circuits are engineered to minimize both dynamic and static power dissipation, and our architecture is designed to operate within the limited cooling capacity available at the coldest stages of a dilution refrigerator. By combining low-power digital control with architectural digital multiplexing, routing and cryogenic deployment, we believe our platform can reduce both electrical power consumption and parasitic thermal loading, enabling larger qubit processors to operate within realistic cryogenic cooling budgets.

•        Staged Commercial Integration Model:    We engage customers through proof-of-concept and integration programs aligned with existing system architectures, enabling incremental adoption and progressive replacement of analog infrastructure as systems scale. This enables customers to adopt our technology incrementally while reducing integration risk.

We believe scalable, fault-tolerant quantum computing will require an architectural transition at the infrastructure layer, not solely improvements in qubit performance. Our strategy positions SEEQC as a foundational supplier of proprietary digital cryogenic control and readout chips that are physically integrated within quantum processor packages. As quantum systems move toward larger, error-corrected architectures, we believe energy-efficient, chip-level digital control will be a defining requirement for commercial viability, and that integrated cryogenic control chips will represent an increasingly critical component of scalable quantum system design.

Products and Integration Services

SEEQC provides superconducting digital control, readout, and quantum-classical integration solutions designed for incorporation into quantum computing systems developed by third parties. The Company’s portfolio is organized into four primary functional blocks: Digital Qubit Readout, Digital Z (Flux) Control, Digital XY (Charge) Control, and Quantum-Classical Interface solutions. Each functional block is based on SEEQC’s superconducting Single Flux Quantum (SFQ) digital platform and is designed to replace or augment conventional analog control and readout infrastructure.

•        Strategic Manufacturing and Ecosystem Partnerships:    We maintain manufacturing collaborations to support scalable production of superconducting SFQ control chips and long-term supply chain development, and advance cryogenic CMOS research partnerships. Partners include Kinpo Group and ITRI (Industrial Technology Research Institute), National Taiwan University and the University of California, Berkeley. In particular, we are working with ITRI as a second manufacturing line as part of our effort to expand production capacity, support process transfer and strengthen supply-chain redundancy as our platform scales.

•        Superconducting Foundry Services:    Through our in-house fabrication facility, we provide superconducting foundry services to government agencies, national laboratories, and commercial organizations. Current and past customers and collaborators include the IQM Quantum Computers, U.S. Department of Energy and its National laboratories, NASA, NIST, IBM, and Northrop Grumman, large number of startups and academic research groups.

In addition to the strategic relationships noted above, we also generate revenue from IBM and IQM in connection with engineering services, foundry services, and related activities. In 2025, approximately 95% of our revenue derived from quantum computing-related activities, including engineering services, and integration efforts, rather than from fully commercialized product sales, which constitute the remaining 5%. With the exception of our superconducting foundry services (wafer fabrication), which are currently commercial and generating revenue, our quantum computing solutions are in various stages of active development. Our relationships provide technical validation, commercial alignment, manufacturing scalability, and positioning within the evolving quantum computing ecosystem.

Competition

The quantum computing industry includes qubit developers, classical control vendors, cryogenic equipment manufacturers, semiconductor companies, software developers and cloud providers. Many quantum hardware developers and integrators continue to build their own control electronics, while certain vendors, such as Keysight, Zurich Instruments, Qblox, and Quantum Machines, provide off-the-shelf solutions. Current products include room-temperature mixed-signal analog systems, cryogenic CMOS-based approaches and proprietary architecture-specific implementations. In our view, this reflects the current stage of industry development, in which broadly adopted standards have not yet emerged, particularly in the control layer. As a result, many existing systems remain tailored to proprietary architectures rather than modular, plug-in-play, data-center-scale deployment. We believe this limited standardization creates a greenfield opportunity for infrastructure solutions that can support greater modularity, interoperability and scalability over time.

SEEQC’s fully integrated digital cryogenic architecture is designed as a comprehensive infrastructure solution intended to support scalable, fault-tolerant deployment for a variety of customers across multiple architectures. Our fully digital superconducting cryogenic control architecture is positioned as an enabling infrastructure layer within the broad quantum ecosystem, and the Company does not currently identify a direct competitor offering an equivalent fully integrated digital superconducting control platform operating at the superconducting qubit temperature stage.

Intellectual Property

SEEQC’s intellectual property portfolio is an important component of the Company’s strategy to develop and commercialize technologies for scalable, fault-tolerant quantum computing. The Company’s IP is intended to support its efforts in integrated quantum control, readout, quantum-classical interfacing, error correction — related infrastructure, and integration with high-performance and artificial intelligence computing systems.

SEEQC’s patent portfolio is designed to protect core aspects and solutions of its technology platform, anticipated product developments, and future system architectures, as well as to create barriers to entry in key technical areas. The Company seeks to protect both existing implementations and potential extensions of its technology across hardware, software, and system-level integration.

SEEQC relies on a combination of intellectual property protections, including patents, trade secrets, licenses, trademarks, and contractual protections. These contractual protections include confidentiality, invention assignment, and intellectual property rights agreements with employees, consultants, contractors, vendors, and business partners, which are intended to safeguard proprietary information and clarify ownership of intellectual property developed during engagement with the Company.

Following successful validation, SEEQC seeks to transition customers into broader commercial relationships as their systems advance toward larger, more capable and more standardized architectures. As integration requirements become more repeatable, the Company expects to increase productization and reduce customer-specific customization. Over time, SEEQC anticipates broader deployment across additional customers, system generations and potentially new qubit modalities, subject to continued technical validation and market development. As quantum computing gains commercial traction, SEEQC expects monetization to expand through increased adoption of its digital control, readout and integration technologies within customer system roadmaps and through deeper participation in the infrastructure layers required for scaled quantum system deployment.

The Company emphasizes strategic partnerships and ecosystem alignment as part of its commercial approach. Participation in benchmarking initiatives, co-development programs and integration with GPU-accelerated classical compute environments supports early adoption and long-term positioning within customer technology roadmaps. SEEQC’s pricing and commercial models are designed to reflect the value delivered by its technology in reducing system complexity, lowering wiring and energy overhead, improving scalability and reliability, and enabling more efficient quantum error correction and hybrid quantum-classical workflows. As the industry progresses toward larger, fault-tolerant architectures and commercially relevant workloads, SEEQC believes these capabilities may support a broader range of monetization opportunities tied to deployment scale, infrastructure adoption and system-level performance requirements. The timing and scale of commercial expansion depend on continued industry progress toward larger, fault-tolerant quantum architectures.

Integration Timeline

Integration of SEEQC’s digital cryogenic infrastructure into a customer’s quantum system is typically structured as a phased process. Initial engagements generally begin with architectural evaluation and system-level compatibility assessment, followed by proof-of-concept integration of readout or control components. Subsequent phases may include co-packaging, cryogenic validation, firmware and software integration, and system-level benchmarking. Depending on the scope of deployment and customer architecture complexity, full integration into a production system may range from approximately 12 to 24 months (and more in some cases). The Company’s staged approach is designed to allow incremental adoption — beginning with targeted infrastructure components and expanding toward broader digital control and quantum — and classical integration as systems scale toward fault-tolerant operation.

Scaling Economics

SEEQC’s go-to-market strategy is designed to align with the way quantum computing systems are expected to scale over time. As qubit counts increase and architectures evolve toward fault-tolerant operation, customer demand is expected to expand beyond a focus on qubits themselves to include the control, readout and error-correction infrastructure required to operate larger systems. We believe this dynamic will increase the importance of the digital infrastructure layer within the overall system architecture and create broader opportunities for adoption of our technologies as customer systems mature. By focusing on digital cryogenic control, readout and integration infrastructure, rather than on a single qubit modality or a cloud service model, we believe we are positioned to support superconducting-based and hybrid architectures across multiple customer and deployment pathways.

Our Founders and Management Team

SEEQC was formed in 2019 through a transfer of assets from Hypres, Inc., a superconducting electronics company founded in 1983 by members of IBM’s superconducting electronics organization. Our leadership team brings decades of experience in superconducting digital circuit design, cryogenic system integration, semiconductor manufacturing, and quantum computing infrastructure. Our executives and senior engineers have led fabrication facility development, advanced electronics research, and complex system integration efforts across government, academic, and commercial environments. Our founders and management team includes:

•        John Levy, Chief Executive Officer and Chairman:    John Levy is SEEQC’s Chief Executive Officer and a co-founder of the Company. He previously served as Executive Chairman of Hypres, the superconducting electronics company from which SEEQC was spun out, and has extensive experience in technology investing, company building and commercialization of chip-based, advanced computing technologies.

•        Oleg Mukhanov, Ph.D., Chief Science Officer:    Oleg Mukhanov is SEEQC’s Chief Science Officer responsible for the development of the next generation superconducting circuit technologies. He has more than 30 years of experience in superconducting electronics. Prior to SEEQC, he held senior technical leadership roles at Hypres and is recognized for his invention and development of Rapid Single Flux Quantum (RSFQ) superconductor circuit technology and energy-efficient SFQ systems leading to the world-first RSFQ-based cryosystem product for government applications.

•        Shu-Jen Han, Ph.D., Chief Technology Officer:    Shu-Jen Han leads SEEQC’s global multidisciplinary research and development teams and is responsible for the Company’s technology roadmap and integration of SEEQC’s digital chip solutions into customer systems. Before joining SEEQC, he held leadership roles at HFC Semiconductor and IBM’s Thomas J. Watson Research Center.

•        Matt Hutchings, Ph.D., Chief Product Officer:    Matt Hutchings is SEEQC’s Chief Product Officer, co-founder of the Company and brings experience in both the research and commercialization of quantum computing technologies. Before co-founding SEEQC, he worked on superconducting qubit architectures at Syracuse University and collaborated with IBM on scalable quantum computing elements.

•        Raja Bal, Chief Financial Officer:    Raja Bal is SEEQC’s Chief Financial Officer and oversees the Company’s global finance, investor relations, strategic planning and corporate development functions. He brings more than two decades of experience across deep technology, semiconductors and advanced manufacturing, including prior leadership roles at Indie Semiconductor, GT Advanced Technologies and Skyworks Solutions.

As of April 2026, we employed 41 full-time personnel, including 24 Ph.D.-level scientists and engineers, reflecting a concentration of deep technical expertise in superconducting electronics, quantum systems, and cryogenic engineering. We believe this combination of scientific depth, operational execution experience, and a portfolio of 118 issued, pending, and provisional patent applications positions us to deliver scalable infrastructure solutions for next-generation quantum computing systems.

Government Regulation and Contracts

Data Protection

In the ordinary course of our business, we process personal and sensitive data, including that of our employees. Accordingly, we are, and may in the future become, subject to numerous data privacy and security obligations, including federal, state, local, and foreign laws, regulations, guidance, and industry standards related to data privacy, security, and protection. Such obligations may include, without limitation, the Federal Trade Commission Act, the European Union’s General Data Protection Regulation 2016/679 (EU GDPR), and the EU GDPR as it forms part of United Kingdom (UK) law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (UK GDPR). Several states within the United States have enacted or proposed data privacy laws. Additionally, we are, or may become, subject to various U.S. federal and state consumer protection laws which require us to publish statements that accurately and fairly describe how we handle personal data and choices individuals may have about the way we handle their personal data.

We expect that there will continue to be new or changing laws, regulations, and industry standards concerning privacy, data protection, and information security proposed and enacted in the jurisdictions in which we operate. Such new or revised laws could impact our current and planned practices or business activities; they may also impact the computing services and software industry platforms and data providers we utilize, and thereby indirectly impact our business. Laws affording individuals expanded privacy protections and control over their personal data may require us to modify our data processing practices and policies, and to incur substantial costs and expenses in an effort to comply.

Environmental Regulation

Our operations, including the research and development activities and the manufacturing processes conducted at our superconducting wafer fabrication facilities, are subject to numerous federal, state, provincial, local, and international environmental laws and regulations, including requirements regarding the protection of the environment and human health and safety. We incur operating, and other costs associated with compliance with environmental laws and regulations related to hazardous materials storage, treatment and disposal, and remediation of releases of

hazardous materials. In addition, various authorities also regulate health, safety, and permitting. Laws and regulations may become more stringent in the future, which could increase costs of compliance or require us to make material changes to our operations, resulting in significant increases in operating and capital costs.

Government Contracts

U.S. and UK government contracts, grants, and agreements are subject to regulations and procurement laws. The majority of our current programs are subject to Title 2 of the Code of Federal Regulations, covering Grants and Agreements. We also perform programs authorized under Other Transaction Authority and the Federal Acquisition Regulation. Several of our agreements are also subject to agency level acquisition regulation supplements, including the Defense Federal Acquisition Regulation Supplement and the Department of Energy Acquisition Regulation. These regulations mandate uniform policies and procedures for the administration of government funded programs. This includes requiring compliance with eligibility and responsibility requirements, contractor qualifications, financial and reporting requirements, as well as subjecting the company to audits and other government reviews covering issues such as cost, performance, internal controls and accounting practices.

Human Capital Resources

As of April 2026, we employed 41 full-time personnel, the majority of whom are engaged in engineering, research, and technical development roles. Of these employees, 24 held Ph.D. degrees in physics, electrical engineering, materials science, computer science, or related disciplines from leading universities worldwide. Management believes this concentration of advanced technical expertise is important given the technical complexity of superconducting electronics, cryogenic systems, and quantum computing infrastructure.

SEEQC’s workforce spans hardware design, integrated circuit fabrication, cryogenic testing, firmware and software development, systems integration, and customer-facing engineering. The Company believes this multidisciplinary structure supports close collaboration and rapid iteration across design, fabrication, and test activities.

Facilities

SEEQC operates an in-house superconducting fabrication facility focused on the manufacture of Single Flux Quantum (SFQ)–based integrated circuits pursuant to a sublease with Hypres, Inc. The Company’s superconducting foundry is located in Elmsford, New York, and comprises approximately 8,100 square feet of clean rooms with supporting areas. The facility supports 150 mm multi-layer superconducting wafer fabrication and includes advanced lithography, thin-film deposition and etching, characterization and metrology capabilities tailored to SFQ circuit development and production. SEEQC runs a standardized fabrication process tailored for millikelvin circuit operation. It is supported by extensive Design Rules, limited process design kit (“PDK”), and variety of verification electronic design automation (“EDA”) tools. SEEQC’s SFQ-compatible fabrication process has a 6-week, industry-leading cycle time. Our sublease with Hypres, Inc. has expired; however, we continue to sublease this space under the terms of the previous agreement and are currently negotiating a renewal.

The foundry is equipped with a 248 nm stepper, maskless direct-write lithography capability, multi-chip module (MCM) bonding equipment, and a range of thin-film process, metrology, and characterization tools used in the fabrication of complex superconducting circuits. SEEQC believes its foundry is among a limited number of commercial superconducting fabrication facilities worldwide capable of supporting advanced, multi-layer SFQ circuit manufacturing. The Company uses this facility to support internal research and development, prototyping, and limited production of SFQ-based control, readout, and integration solutions.

SEEQC believes that operating an in-house superconducting fabrication facility provides strategic advantages, including tighter integration between circuit design, fabrication, and testing activities leading to fast convergence and optimization of circuit solutions. This design — fabrication — test workflow allows SEEQC to iterate rapidly on circuit designs, evaluate performance at cryogenic temperatures, and implement process improvements without reliance on external commercial foundries with long lead time, high cost, and rigid schedules. Management believes this approach can reduce development cycle times, improve feedback between engineering teams, and support more efficient optimization of complex superconducting circuits, compared to development models that rely primarily on external fabrication partners.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SEEQC

Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us, or “our” refer to SEEQC, Inc. and its consolidated subsidiaries prior to the consummation of the Merger.

The following discussion and analysis of SEEQC, Inc.’s financial condition and results of operations should be read together with SEEQC, Inc.’s consolidated financial statements in this prospectus, together with the related notes thereto. Some of the information contained in this discussion and analysis or set forth elsewhere in this consent statement/prospectus, including information with respect to SEEQC, Inc. plans and strategy for its business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section titled “Risk Factors,” our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We were formed to address the central challenge of realizing the significant commercial potential of quantum computing: building scalable systems capable of fault-tolerant operation. Our chip-based solutions represent a digital infrastructure layer within the quantum computing value chain, designed to enable hardware developers and integrators across multiple qubit modalities to advance their systems toward scalable, fault-tolerant architectures. Our technology tightly integrates quantum and classical computing environments. We are headquartered in Elmsford, New York, and have subsidiaries located in the United Kingdom and Italy.

We were incorporated in 2018 by Hypres, Inc. (“Hypres” or the “Former Parent”), a leading developer of superconductor electronics. On April 22, 2019 (the “Effective Date”), we entered into an asset transfer agreement (or the “ATA Agreement”) with Hypres, pursuant to which to which Hypres agreed to transfer and assign to us certain intellectual property and other related assets in exchange for 6,400,000 shares of our common stock, par value $0.0001 per share, which was distributed to Hypres stockholders and warrant holders on a pro rata basis according to the fair value of the equity held in Hypres (the “Asset Transfer”). We determined that the Asset Transfer represented a transaction between entities under common control. As a result, the assets and liabilities were transferred from Hypres to us at Hypres’ carrying amounts on the Effective Date. As part of the ATA Agreement, we acquired $0.3 million of fixed assets and assumed a liability of $0.4 million due to Hypres for organizational expenses incurred as part of the formation of the Company.

Since our inception, we have devoted substantially all of our efforts to organizing and staffing our company, research and development activities related to our quantum computing technologies, raising capital and providing general and administrative support for these operations. To date, we have funded our operations primarily through the issuance and sale of our convertible preferred stock, convertible notes, and common stock, receiving gross proceeds of $80.8 million.

We have incurred significant operating losses since inception. Our net losses were $12.2 million and $10.1 million for the years ended December 31, 2025 and 2024, respectively. Our net losses were $4.9 million and $2.1 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, we had an accumulated deficit of $60.5 million and $55.6 million, respectively. As a result, we will need substantial additional funding to support our continuing operations, fund our product development plans, and fund our capital expenditure requirements. Until such time as we can achieve profitability, we expect to finance our operations through the sale of equity, debt financings, other capital sources, or a combination thereof.

On January 16, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Allegro Merger Corp., a Delaware corporation (“Allegro”), and SEEQC Merger Sub, Inc., a Delaware corporation and our wholly-owned subsidiary (“Merger Sub”). Pursuant to the Merger Agreement, Allegro will merge with and into Merger Sub, with Allegro surviving the merger (the “Merger”), and becoming our direct, wholly-owned subsidiary. The Merger and the other transactions contemplated by the Merger Agreement (the “Transactions”) are subject to the required approval by Allegro’s and our stockholders and the fulfilment of certain other conditions as set forth in the Merger Agreement.

Immediately prior to the effective time of the Merger (the “Effective Time”), all outstanding shares of SEEQC preferred stock, par value $0.0001 per share (“SEEQC Preferred Stock”), will be mandatorily converted into shares of SEEQC Common Stock, in accordance with the SEEQC’s Certificate of Incorporation (the “Certificate of Incorporation”) in effect immediately before the Effective Time (the “SEEQC Preferred Stock Conversion”).

Immediately following the SEEQC Preferred Stock Conversion, but prior to the Effective Time, pursuant to an amendment to the Certificate of Incorporation, the outstanding shares of SEEQC Common Stock will be split, such that there the holders of SEEQC Common Stock, as determined immediately following the SEEQC Preferred Stock Conversion but prior to the Effective Time, will hold, in the aggregate, 200,000,000 shares of SEEQC Common Stock (the “SEEQC Stock Split”), less the number of shares of SEEQC Common Stock issuable upon exercise, exchange or conversion of SEEQC’s options (the “SEEQC Options”) (after taking into account any adjustments to such securities as a result of the SEEQC Preferred Stock Conversion or the SEEQC Stock Split).

The Merger Agreement contains additional covenants, including arranging a firm commitment underwritten public offering of our common stock to be consummated prior to, or substantially concurrently with the closing of the Transactions. Additionally, in connection with the execution of the Merger Agreement, Allegro entered into subscription agreements (the “Subscription Agreements”) with certain accredited investors (collectively, the “PIPE Investors”), pursuant to which Allegro will, substantially concurrently with, and contingent upon, the consummation of the Merger, issue common shares of Allegro (“Allegro Common Stock”) to the PIPE Investors at a price of $5.00 per share, for aggregate gross proceeds to Allegro of approximately $65.0 million. The shares of Allegro Common Stock sold in the Subscription Agreements will be converted into shares of SEEQC Common Stock in connection with the Merger. The closing of the Subscription Agreements is conditioned upon, among other things the substantially concurrent consummation of the Merger.

If the Merger is unable to be completed and we are not able to secure alternative sources of financing, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, reduce or eliminate certain operations.

As of March 31, 2026, we had cash and cash equivalents of $23.1 million. Giving pro forma effect to the Merger and other Transactions, set forth in the “Unaudited Pro Forma Combined Financial Information,” we expect cash and cash equivalents would have been $145.7 million as of March 31, 2026. See “Unaudited Pro Forma Combined Financial Information” elsewhere in this consent statement/prospectus for additional information. Without giving effect to the Merger, we believe that our existing cash and cash equivalents will enable us to fund our operating expenses and capital expenditure requirements for at least the next twelve months. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. See “— Liquidity and capital resources.”

Key Components of Results of Operations

Revenue

We derive revenue from contracts associated with quantum computing research and development projects and custom chip fabrication projects for commercial entities and the U.S. government and its various agencies (either directly or as a sub-contractor). Our contracts are under fixed-price or cost-reimbursable-plus-fee contractual arrangements. A performance obligation is a promise in a contract with a customer to transfer a distinct good or service to the customer and is the unit of accounting under ASC 606. Each contract is evaluated to identify performance obligations and the contract’s transaction price is allocated to each distinct performance obligation. Generally our contracts contain a single performance obligation. If there are multiple performance obligations in a contract, the transaction price is allocated to each performance obligation based on its stand-alone selling price. Revenue is recognized when, or as, the performance obligation is satisfied and control of the goods and services is transferred to the customer in an amount that reflects the consideration we expect to be entitled to in exchange for those goods and services. Our revenue from custom chip fabrication is generally recognized at a point in time upon delivery to and acceptance from the customer and revenue from our research and development contracts is generally recognized over time as the services are performed.

Revenue derived from the U.S. government and its various agencies was $0.9 million for the three months ended March 31, 2026, and $1.0 million for the three months ended March 31, 2025. Revenue derived from the United Kingdom governments and its various agencies was zero for the three months ended March 31, 2026, and $0.3 million for the three months ended March 31, 2025. Revenue derived from the U.S. government and its various agencies was $2.2 million and $0.3 million for the year ended December 31, 2025 and 2024, respectively. Revenue derived from the United Kingdom governments and its various agencies was $0.3 million and zero for the year ended December 31, 2025 and 2024, respectively.

Operating Costs and Expenses

Cost of Revenue

Cost of revenue primarily consists of all direct and indirect costs associated with our chip foundry and fabrication services, as well as our research and development revenue contracts. Direct costs include materials, employee costs for labor and expenses associated with the delivery of goods and services to customers, and sub-contractor and consulting costs for work performed by third parties associated with fulfilling customer contracts. Cost of revenue also includes indirect costs associated with an allocation of facility costs, utilities expense, and depreciation expense associated with the use of our fabrication lab and equipment, and other employee costs that relate to the delivery of goods and services to customers.

Research and Development

Costs incurred for our independent research and development (“IRD”) to develop our digital quantum computing system on a chip, are expensed as incurred, pursuant to ASC 730, Research and Development. IRD costs include direct expenses such as materials, employee cost for labor and expenses associated with our IRD projects, and sub-contractor and consulting costs for work performed by third parties associated with our IRD projects. IRD costs also include indirect costs associated with employee stock-based compensation, allocation of facility costs, utilities expense, and depreciation expense associated with the use of our fabrication lab and equipment for our IRD projects, and other employee costs associated with our IRD projects.

Selling, General, and Administrative

Selling, general, and administrative expenses include employee salaries and employee related costs, including stock-based compensation, legal fees, professional service fees, and an allocation of facility costs, utilities expense, and depreciation expense to support our selling, general and administrative activities. We expect selling, general and administrative expenses to increase as we grow our business, particularly to the extent we are able to successfully commercialize our quantum computing system on a chip, expand our service offerings and customer base, and implement new marketing strategies.

Grant Income

Grant income is derived primarily from an arrangement with a United Kingdom government agency and an arrangement with a European Union government agency. The grants provide payments for certain types of expenditures in return for research and development activities over a contractually defined period. Grants awarded to us for research and development are outside the scope of ASC 606 and are accounted for under ASC 832, Government Assistance. We recognize grant income as reimbursable grant costs are incurred up to pre-approved award limits within a given budget period. The costs associated with these reimbursements are reflected as a component of research and development expense in the accompanying consolidated statements of operations and comprehensive loss.

Other Expense (Income)

Other expense (income) consists of interest income earned on our cash balances held in interest bearing accounts, interest expense associated with our finance leases, and other expense and income, primarily associated with foreign currency gains and losses.

Income tax expense

Income tax expense consists of United States federal and state income taxes in jurisdictions in which we conduct business and foreign income taxes related to our United Kingdom and Italy subsidiaries. The provision for income taxes is based on our taxable income. We recorded a full valuation allowance of our deferred tax asset position as of March 31, 2026 and December 31, 2025, as we believe it was more likely than not that we would not be able to utilize our deferred tax assets.

Results of Operations

Comparison of the three months ended March 31, 2026 and 2025

The following table summarizes our results of operations for the three months ended March 31, 2026 and 2025 (in thousands):

____________

*        % change not meaningful

Revenue

Revenue from contracts with customers decreased by $0.1 million from $1.0 million for the three months ended March 31, 2025 to $0.9 million for the three months ended March 31, 2026. The decrease is primarily driven by the reflecting timing differences in milestone achievement across proof-of-concept and foundry programs, rather than a change in the underlying project portfolio.

Cost of Revenue

Cost of revenue decreased by $0.3 million between the three months ended March 31, 2025 and 2026. The decrease in cost of revenues is primarily driven by lower milestone delivery and associated project execution across programs for the period.

Research and Development Expenses

Research and development expenses increased by $0.4 million from $1.8 million for the three months ended March 31, 2025 to $2.2 million for the three months ended March 31, 2026. The increase of $0.4 million in research and development expense was primarily attributable to increased internal development activity, including higher personnel costs and continued investment in core technology programs.

Selling, General, and Administrative Expenses

Selling, general and administrative expenses increased by $2.2 million from $0.9 million for the three months ended March 31, 2025 to $3.1 million for the three months ended March 31, 2026. The increase was primarily attributable to increased professional fees of $1.1 million due to increased consulting, legal, and audit and accounting costs incurred in connection with the planned Merger, as well as an increase in stock-based compensation expense of $0.5 million. Additionally, there was an increase of $0.1 million in employee expense due to recent senior finance hires during the three months ended March 31, 2026.

Grant Income

Grant income decreased from $0.4 million for the three months ended March 31, 2025 to $0.1 million for the three months ended March 31, 2026. The timing and amounts of grant income recognized in any given period will vary based on the number of projects which the Company has applied and been awarded grant funding for.

Other Expense (income)

Other expense (income) remained consistent at $0.1 million from the three months ended March 31, 2025 to the three months ended March 31, 2026, primarily related to interest earned in interest-bearing accounts.

Income tax provision

Income tax provision was less than $0.1 million for the three months ended March 31, 2026 and de minimis for the three months ended March 31, 2025 and relates to income tax expense associated with an uncertain tax position for our U.K. foreign subsidiary.

Comparison of the Years Ended December 31, 2025, and 2024

The following table summarizes our results of operations for the years ended December 31, 2025 and 2024 (in thousands):

Revenue

Revenue from contracts with customers increased by $3.4 million from $0.8 million for the year ended December 31, 2024 to $4.2 million for the year ended December 31, 2025. The increase is attributable to $2.4 million of revenue associated with timing of work performed under existing contracts which were signed in 2024, $0.6 million of revenue associated with new customer contracts in 2025, and $0.4 million of revenue related to additional contracts received and completed from existing customers in 2025. Revenue is derived from our quantum computing research and development projects and custom chip fabrication projects for commercial entities and the U.S. government and its various agencies. Revenue derived from the U.S. government and its various agencies was $2.2 million for the year ended December 31, 2025, and $0.3 million for the year ended December 31, 2024. Revenue derived from the United Kingdom government and its various agencies was $0.3 million for the year ended December 31, 2025. Our contracts are typically fixed price or cost plus-based contracts and the timing and amounts of revenue recognized in any given period will vary based on the delivery of the goods and associated milestones and/or the work performed.

Costs of Revenue

Costs of revenue increased by $2.2 million from $0.5 million for the year ended December 31, 2024 to $2.7 million for the year ended December 31, 2025. The increase in cost of revenues is primarily driven by an increase in our revenue and the costs we incurred to fulfill our customer contracts, including an increase of $0.8 million in direct third party consultant and subcontractor costs, an increase of $0.6 million in indirect allocated costs, an increase of $0.6 million of direct employee costs for labor and expenses, and an increase of $0.2 million in direct materials cost.

Research and Development Expenses

Research and development expenses increased by $1.5 million from $8.0 million for the year ended December 31, 2024 to $9.5 million for the year ended December 31, 2025. The increase in research and development expense was primarily attributable to increased stock-based compensation expense of $1.2 million as a result of equity awards granted during the year ended December 31, 2025, an increase of $0.7 million in third-party consultant and subcontractor research and development expense primarily due to our research collaboration with a third-party to develop a manufacturing line for our Single Flux Quantum superconducting control chips, partially offset by a decrease of $0.4 million of direct employee costs for labor and expenses.

Selling, General, and Administrative Expenses

Selling, general and administrative expenses increased by $3.3 million from $2.8 million for the year ended December 31, 2024 to $6.1 million for the year ended December 31, 2025. The increase was primarily attributable to increased professional fees of $1.9 million due to increased consulting, legal, and audit and accounting costs incurred in connection with the planned Merger, as well as an increase in employee related costs of $0.7 million as a result of increased headcount, an increase in stock-based compensation expense of $0.4 million as a result of equity awards granted during the year ended December 31, 2025, and an increase in other selling, general, and administrative expenses of $0.3 million.

Grant Income

Grant income consists of amounts earned under an arrangement with a United Kingdom and an arrangement with a European Union government agency, in which qualifying quantum computing research and development expenses are claimed and reimbursed. Grant income decreased by $0.3 million from $2.0 million for the year ended December 31, 2024 to $1.7 million for the year ended December 31, 2025. The timing and amounts of grant income recognized in any given period will vary based on the number of projects which the Company has applied and been awarded grant funding for.

Other Expense (income)

Other expense (income), net decreased by $1.8 million from expense of $1.5 million for the year ended December 31, 2024 to income of $0.3 million for the year ended December 31, 2025. The decrease was primarily attributable to a decrease of $1.5 million of expense associated with the change in fair value of convertible notes recognized, as the convertible notes were settled through conversion into convertible preferred stock during the year ended December 31, 2024, and a $0.3 million increase in interest income due to cash being invested in interest bearing accounts.

Income tax provision

Income tax provision was less than $0.1 million for each of the years ended December 31, 2025 and 2024 and relates to income tax expense associated with an uncertain tax position for our U.K. foreign subsidiary.

Liquidity and Capital Resources

Sources of Liquidity

Since our inception, we have incurred net operating losses and negative cash flows from operations. During the three months ended March 31, 2026 and 2025, we incurred net losses of $4.9 million and $2.1 million, respectively. As of March 31, 2026, we had cash and cash equivalents of $23.1 million and an accumulated deficit of $60.5 million.

We expect to continue to incur net operating losses and negative cash flows from operations and we expect our research and development expenses, selling, general and administrative expenses, and capital expenditures will continue to increase as we continue to expand our operations. To date, we have financed our operations through issuances of our convertible preferred stock, convertible notes, and common stock, raising gross proceeds of $80.8 million.

Cash Flows

Comparison of the three months ended March 31, 2026 and 2025

The following table summarizes our cash flows for the three months ended March 31, 2026 and 2025 (in thousands)

Cash Flows Used in Operating Activities

Net cash used in operating activities was $3.7 million for the three months ended March 31, 2026, consisting primarily of our net loss of $4.9 million. This was partially offset by adjustments to reconcile net loss to net cash used in operating activities of $0.7 million, which primarily consisted of $0.4 million of depreciation expense and $0.4 million of stock-based compensation expense. The loss was also offset by changes in operating assets and liabilities of $0.5 million, primarily as related to an increase in accounts payable of $0.7 million offset by an increase in prepaid expenses and other assets of $0.3 million.

Net cash used in operating activities was $1.4 million for the three months ended March 31, 2025, consisting primarily of our net loss of $2.1 million. This was partially offset by adjustments to reconcile net loss to net cash used in operating activities totaling $0.4 million, primarily consisting of $0.2 million of depreciation expense, and $0.1 million of stock-based compensation expense. The net loss was also partially offset by changes in operating assets and liabilities, primarily as related to changes in accounts receivable and accounts payable.

Cash Flows from Investing Activities

Net cash used in investing activities was $0.8 million and $0.1 million for the three months ended March 31, 2026 and 2025, respectively, consisting of purchases of property and equipment. The increase in 2026 reflects higher capital expenditures to support the growth of our operations, including investments in equipment for our new leased facility that commenced in 2025.

Cash Flows from Financing Activities

Net cash used in financing activities was $0.4 million for the three months ended March 31, 2026, consisting primarily of payment of deferred offering costs of $0.6 million and principal payments on finance leases of $0.1 million, partially offset by proceeds received from the issuance of our Series X preferred stock of $0.3 million.

Net cash provided by financing activities was $8.9 million for the three months ended March 31, 2025, consisting primarily of proceeds received from the issuance of our Series A-2 preferred stock.

Comparison of the Years Ended December 31, 2025, and 2024

The following table summarizes our cash flows for the year ended December 31, 2025 and 2024 (in thousands)

Cash Flows Used in Operating Activities

Net cash used in operating activities was $7.9 million for the year ended December 31, 2025, consisting primarily of our net loss of $12.2 million. This was partially offset by adjustments to reconcile net loss to net cash used in operating activities of $4.3 million, which primarily consisted of $1.9 million of stock-based compensation expense, $1.0 million of depreciation expense, changes in operating assets and liabilities of $0.8 million, $0.2 million of non-cash operating lease expense, and $0.2 million of amortization expense on finance lease assets.

Net cash used in operating activities was $6.5 million for the year ended December 31, 2024, consisting primarily of our net loss of $10.1 million. This was partially offset by adjustments to reconcile net loss to net cash used in operating activities totaling $3.6 million, which included $1.5 million of change in fair value of convertible notes, $1.0 million of depreciation expense, $0.4 million of stock-based compensation expense, $0.2 million of non-cash operating lease expense, $0.2 million of amortization expense on finance lease assets, $0.1 million of non-cash interest expense on finance lease liabilities, and changes in operating assets and liabilities of $0.2 million.

Cash Flows from Investing Activities

Net cash used in investing activities was $2.0 million and $0.1 million for the years ended December 31, 2025 and 2024, respectively, consisting of purchases of property and equipment. The increase in 2025 reflects higher capital expenditures to support the growth of our operations, including investments in equipment for our new leased facility that commenced in 2025.

Cash Flows from Financing Activities

Net cash provided by financing activities was $28.3 million for the year ended December 31, 2025, consisting primarily of $19.0 million of proceeds received from the issuance of our Series X preferred stock, $10.0 million of proceeds received from the issuance of our Series A-2 preferred stock, and $0.1 million from proceeds for exercise of stock options, offset by principal payments on finance leases of $0.7 million, and payment of convertible preferred stock offering costs and deferred offering costs of $0.2 million.

Net cash provided by financing activities was $11.6 million for the year ended December 31, 2024, consisting primarily of $11.4 million of proceeds received from the issuance of our Series A-2 preferred stock and $1.2 million of proceeds from the issuance of convertible notes, which was partially offset by the principal payments on finance leases of $0.5 million and payment of convertible preferred stock offering costs of $0.5 million.

2022 Convertible Notes

In November 2022, we issued convertible notes for a total principal amount of $8.9 million (the “2022 Convertible Notes”). The 2022 Convertible Notes had a stated interest rate of 6% per annum that was payable concurrently with repayment of the principal amount. Repayment of principal or interest was due November 2024.

The 2022 Convertible Notes were converted accordance with their terms in November 2024 into 1,745,625 shares of Series SA-2 Convertible Preferred Stock in connection with the Series A-2 Convertible Preferred Stock financing.

2024 Convertible Notes

In September 2024, we issued convertible notes for a total principal amount of $1.2 million (the “2024 Convertible Notes”). The 2024 Convertible Notes had a stated interest rate of 6% per annum that was payable concurrently with repayment of the principal amount. No repayment of principal or interest is due until their maturity.

The 2024 Convertible Notes were converted according to their terms in November 2024 into 163,357 shares of Series A-2 Convertible Preferred Stock in connection with the Series A-2 Convertible Preferred Stock financing.

Future Funding Requirements

Our primary use of cash is to fund our research and development activities and business operations, which consist primarily of employee-related costs such as salaries and benefits; materials and components for our quantum computing customer contracts and research and development; working capital requirements; capital expenditures and lease obligations for our fabrication, testing and lab facilities and equipment; and anticipated costs to scale our operations in the future and operate as a public company. We will require significant cash for expenditures as we invest in our ongoing quantum research and development and business operations.

Without giving effect to the Merger, we believe that our cash and cash equivalents is sufficient to fund our operations for at least twelve months from the date of authorization of our financial statements. Giving pro forma effect to the Merger and Transactions set forth in the “Unaudited Pro Forma Combined Financial Information” included elsewhere in this registration statement, as of March 31, 2026, pro forma cash and cash equivalents would have been $145.7 million. With the funds to be received as a result of the Merger, we expect that our cash and cash equivalents will be sufficient to fund our operations into 2030.

Because of the numerous risks and uncertainties associated with research, development and commercialization of our business and our limited operation history, we are unable to estimate the exact amount of our working capital requirements. Our operating plan may change because of factors currently unknown, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations or other transactions. In addition, we may seek additional capital even if we believe that we have sufficient funds for current or future operating plans. Such financings may result in dilution to stockholders, issuance of securities with priority as to liquidation and dividend and other rights more favorable than common stock, imposition of debt covenants and repayment obligations or other restrictions that may adversely affect our business. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, or substantially reduce our quantum computing development efforts. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth in the section titled “Risk Factors” included elsewhere in this consent statement/prospectus.

Contractual Obligations and Commitments

Lease Obligations

We lease facilities for our fabrication, lab and office space, and we also lease equipment for use in our operations. We have both operating and financing leases. Our leases include fixed lease payments which may include escalation terms based on a fixed percentage or may vary based on an inflation index or other market adjustments. As of March 31, 2026, future minimum payments under our operating leases are $3.8 million and future minimum payments under our finance leases are $0.5 million. Additionally, as of March 31, 2026, we have total estimated lease payments of $1.1 million under a 3-year lease of equipment which has not yet commenced.

Critical Accounting Policies

The preparation of consolidated financial statements in conformity with U.S. GAAP requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Areas of the consolidated financial statements where estimates may have the most significant effect include, but are not limited to, determination of the fair value of stock-based compensation.

We evaluate estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and adjust when facts and circumstances dictate. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from those estimates.

We define our critical accounting policies as those accounting principles that require us to make subjective estimates and judgments about matters that are uncertain and are likely to have a material impact on our financial condition and results of operations, as well as the specific way we apply those principles. While our significant accounting policies are more fully described in Note 2 of our audited consolidated financial statements appearing elsewhere in this consent statement/prospectus, we believe the following are the critical accounting policies used in the preparation of our financial statements that require significant estimates and judgments.

Stock-Based Compensation

We account for stock-based compensation to employees and non-employees in accordance with Financial Accounting Standards Board (“FASB”) ASC 718, Compensation — Stock Compensation (“ASC 718”). Stock-based compensation expense relates to equity awards issued to our employees and non-employees under our 2019 Equity Incentive Plan, including stock options and restricted stock awards with both service and performance-based vesting conditions.

We measure and record compensation expense related to stock-based awards based on the fair value of those awards as determined on the date of grant. We recognize stock-based compensation expense over the requisite service period, which generally represents the vesting period during which an employee provides service in exchange for the award. Compensation expense for awards to non-employees is recognized in the same manner as if we had paid cash in exchange for the goods or services, which is generally over the vesting period of the award. Stock-based compensation expense for service-only based awards is recognized on a straight-line basis. Stock-based compensation expense for awards with both performance and service-based vesting conditions is recognized over the requisite service period using an accelerated attribution method, once the performance conditions are considered probable of being achieved, using our best estimates. We account for forfeitures as they occur. For awards forfeited before completion of the requisite service period, previously recognized compensation expense is reversed in the period the award is forfeited.

The fair value of each restricted stock award granted is measured on the date of grant at the estimated fair value of the common stock. The fair value of each stock option grant is estimated on the date of the grant using the Black-Scholes-Merton option-pricing model, which requires the use of subjective assumptions. We calculate the fair value using the following assumptions:

Expected Volatility — We estimate volatility for option grants by evaluating the average historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the options’ expected term.

Expected Term — The expected term of our options represents the period the stock-based awards are expected to be outstanding. As we do not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior, we have elected to estimate its expected term by using the midpoint between the requisite service period and the contractual term.

Risk-Free Interest Rate — The risk-free interest rate is based on the implied yield currently available on U.S. Treasury zero-coupon issues with a term that is approximately equal to the options’ expected term at grant date.

Dividend Yield — We have not declared or paid dividends to date and do not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero.

Because we are privately held and there has historically been no public market for our stock, the fair value of our equity is determined by the Board of Directors, with inputs from management, considering third-party valuations of our common stock as well as the Board of Directors’ assessment of additional objective and subjective factors that it believes are relevant. These third-party valuations are performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately Held Company Equity Securities Issued as Compensation. The fair value of our common stock has historically been determined using a market approach to calculate our enterprise equity value. This value was then allocated towards

our various securities of its capital structure using an option pricing method, or OPM, based on the order of the superiority of the rights and preferences of the various securities relative to one another. Significant assumptions used in the OPM to determine the fair value of common stocks include volatility, discount for lack of marketability, and the expected timing of a future liquidity event such as an initial public offering, or sale of our Company in light of prevailing market conditions. In the course of preparing our financial statements for the three months ended March 31, 2026 and 2025, we performed fair value assessments of equity awards granted during the period, solely for accounting purposes. We used the fair values of our common stock from our retrospective fair value assessments to determine the fair value of the equity awards granted and to calculate our stock-based compensation expense recorded in our financial statements. These reassessed values were based, in part, upon third-party valuations of our common stock that were prepared on a retrospective basis, and used a market approach to estimate our enterprise value. In order to allocate value to the common stock the hybrid method was used. The hybrid method is a probability-weighted expected return method, or PWERM, where the equity value in one or more of the scenarios is calculated using an OPM. The PWERM is a scenario-based methodology that estimates the fair value of common stock based upon an analysis of the future value of our common stock, assuming various outcomes. The value of a share of common stock is based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available as well as the rights of each class of stock. The future value of the common stock under each outcome is discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value for the common stock. In each case, a discount for lack of marketability of the common stock is then applied to arrive at an indication of value for the common stock.

These third-party valuations were performed at various dates, resulting in a fair value of our common stock of $3.83 per share as of April 2, 2025, $12.69 per share as of December 8, 2025, and $19.49 as of January 16, 2026. Given the absence of a public trading market, our Board, with input from management, considered the results of these third-party valuations in addition to numerous objective and subjective factors to determine the fair value of common stock.

The factors included, but were not limited to:

•        the prices at which we sold our Series A-2 and Series X convertible preferred stock to new and existing investors during the year ended December 31, 2025 and the three months ended March 31, 2026, and the rights and preferences of the convertible preferred stock relative to our common stock at the time of each grant;

•        the terms of the Merger Agreement, including the price per share at which shares will be issued and sold in the PIPE financing pursuant to the Subscription Agreements entered into as part of the Transactions, and the likelihood of completing the Merger;

•        our ability to raise future financings and the lack of liquidity of our equity as a private company;

•        our stage of development and business strategy and the material risks related to our business and industry;

•        the valuation of publicly traded companies in the quantum industry, as well as recently completed mergers and acquisitions of peer companies and the analysis of initial public offerings and the market performance of similar companies in the quantum industry;

•        any external market conditions affecting the quantum industry and trends within the quantum industry;

•        the likelihood of achieving a liquidity event for the holders of our convertible preferred stock and holders of our common stock, such as an initial public offering, or a sale of our company, given prevailing market conditions.

The assumptions underlying these valuations represented management’s best estimate, which involved inherent uncertainties and the application of management’s judgment and these valuations are sensitive to changes in the unobservable inputs. As a result, if we had used different assumptions or estimates, or if there are changes to the unobservable inputs, the fair value of our common stock and stock-based compensation expense could have been materially different

Our stock-based compensation expense is recorded in general and administrative and research and development expenses in our consolidated statements of operations and comprehensive loss.

The following table summarizes by grant date the number of shares subject to awards granted under our equity incentive plan through March 31, 2026, the per share exercise price of the awards or purchase price of the common stock awards and weighted average grant date fair value on each grant date:

____________

*        The restricted stock awards granted in 2026 are subject to a performance condition prior to commencement of service-based vesting, whereby the service-based vesting of the award does not begin until a qualifying exit event, which is the expiration of the lockup period following the effectiveness of the initial public offering.

Recently Adopted Accounting Pronouncements

We have reviewed all recently issued accounting pronouncements and have determined that, other than as disclosed in Note 2 to audited consolidated financial statements included elsewhere in this consent statement/prospectus and disclosed above, such standards will not have a material impact on our financial statements or do not otherwise apply to our operations.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are otherwise applicable to other public companies. These provisions include: (i) being permitted to provide only two years of audited financial statements in addition to any required unaudited interim financial statements and a correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure in this consent statement/prospectus; (ii) not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act; (iii) reduced disclosure obligations regarding executive compensation; (iv) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved; and (v) exemptions from compliance with the requirements of the Public Company Accounting Oversight Board regarding the communication of critical audit matters in the auditor’s report on the financial statements.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. We may adopt the new or revised standard whenever such early adoption is permitted for certain standards. This may make comparison of our financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

We will remain an emerging growth company under the JOBS Act until the earliest of (a) the last day of the fiscal year following the fifth anniversary of the completion of this offering, (b) the last date of the fiscal year in which our total annual gross revenue is equal to or more than $1.235 billion, (c) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.

We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) the market value of our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or (ii)(a) our annual revenue is less than $100.0 million during the most recently completed fiscal year, and (b) the market value of our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

Quantitative and Qualitative Disclosure About Market Risk

We are exposed to certain market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. These risks primarily include foreign currency exchange rate sensitivities.

Foreign Currency Risk

Our reporting currency is the United States Dollar. Non-monetary assets and liabilities of our foreign subsidiaries that are denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign currency transactions that are conducted in a currency other than the Company’s functional currency are included in other expenses, net in the Consolidated Statement of Operations and Comprehensive Loss. Gains and losses related to foreign currency transactions and translations have not been significant.

Our operating expenses are generally denominated in the currencies of the countries in which its operations are located, which are primarily in the United States, United Kingdom, and Europe. Our consolidated results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. To date, we have not entered into any hedging arrangements with respect to foreign currency risk or other derivative financial instruments, although we may choose to do so in the future.

EXECUTIVE COMPENSATION

Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us, or “our” refer to SeeQC, Inc. and its consolidated subsidiaries prior to the consummation of the Merger.

We are currently considered an “emerging growth company” within the meaning of the Securities Act for purposes of the SEC’s executive compensation disclosure rules. In accordance with such rules, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures regarding executive compensation for our last completed fiscal year. Further, our reporting obligations extend only to our “named executive officers,” who are the individuals who served as our principal executive officer and our next two other most highly compensated officers, in each case, for our fiscal year ended December 31, 2025. Accordingly, our named executive officers (“NEOs”), for the year ended December 31, 2025 were as follows:

•        John Levy, our Chief Executive Officer and Chairman of the Board of Directors;

•        Raja Bal, our Chief Financial Officer; and

•        Shu-Jen Han; our Chief Technology Officer.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the completion of this offering may differ materially from the currently planned programs summarized in this discussion.

Summary Compensation Table

The following table sets forth information concerning the compensation of our NEOs for the year ended December 31, 2025.

____________

(1)      The amounts disclosed represent the aggregate grant date fair value of stock awards and stock options granted under our 2019 Equity Incentive Plan during the indicated fiscal year computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock awards and stock options are set forth in Note 2 to our audited consolidated financial statements included elsewhere in this consent statement/prospectus. These amounts do not reflect the actual economic value that may be realized by the NEOs.

(2)      Represents employer matching contributions under our defined contribution 401(k) plan.

(3)      Mr. Bal became our Chief Financial Officer on September 2, 2025.

Narrative to Summary Compensation Table

For the year ended December 31, 2025, the compensation for our NEOs generally consisted of a base salary, opportunity for a discretionary annual bonus, and restricted stock bonus and stock option awards. Below is a more detailed summary of the current executive compensation program as it relates to our NEOs.

Base Salaries

Our NEOs receive a base salary to compensate them for the services they provide to our company. The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. For the year ended December 31, 2025, Mr. Levy’s annual base salary was set at $265,000, Mr. Bal’s annual base salary was set at $425,000, and Mr. Han’s annual base salary was set at $500,000.

Discretionary Annual Bonus

Pursuant to his employment agreement with us, Mr. Bal is eligible for an annual discretionary cash bonus which is targeted at 60% of Mr. Bal’s base salary. During the year ended December 31, 2025, the Company recognized $85,000 in compensation expense with respect to Mr. Bal’s pro-rated annual bonus for 2025 which has not been paid as of the date of this filing.

Equity Awards

Consistent with our compensation philosophies related to long-term stockholder value creation and alignment of executive interests with those of stockholders, we may make periodic grants of long-term incentive compensation in the form of restricted stock, stock options or other equity-based incentive awards to our NEOs.

Restricted Stock Awards

Awards of restricted stock to our NEOs create an ownership culture that provides an incentive to contribute to the continued growth and development of our business and aligns the interest of our executives with those of our stockholders. On October 10, 2025, the SEEQC Board approved two grants of restricted stock bonuses to Mr. Bal, one subject to time-based vesting and the other subject to performance-based vesting, each with respect to 164,552 shares of our common stock. The grant subject to time-based vesting conditions vests as to 25% of the shares subject to the grant on the first anniversary of Mr. Bal’s commencement of employment with us, and thereafter in 36 equal monthly installments following such first anniversary, subject to Mr. Bal remaining in continued service with us. The grant subject to performance-based vesting conditions vests as to 25% of the shares subject to the grant on each of the following events, subject to Mr. Bal’s continued service with us through the date of such event: (i) we close a liquidity event (as defined in Mr. Bal’s employment agreement), (ii) we negotiate and sign two commercial contracts for chip integration, each with a different third party quantum systems development company, (iii) we build a finance team capable of supporting us through the process of closing an IPO or SPAC transaction (each as defined in Mr. Bal’s employment agreement), and (iv) we close an equity financing that raises at least $75,000,000 of new money.

Stock Options

Stock options provide our NEOs with the opportunity to purchase common stock at a price fixed on the grant date regardless of future market price. A stock option becomes valuable only if the common stock price increases above the option exercise price and the holder of the option remains in continuous service with us during the period required for the option shares to vest. This provides an incentive for an option holder to remain in service with us. In addition, stock options link executive compensation to stockholders’ interests by providing an incentive to increase stockholder value.

On April 9, 2025, the SEEQC Board approved a grant of stock options under our 2019 Equity Incentive Plan (the “2019 Plan”) with respect to 262,500 shares of our common stock to Mr. Levy and a grant of stock options with respect to 550,000 shares of our common stock to Mr. Han. Each grant vests in 48 equal monthly installments following the applicable vesting commencement date, subject Mr. Levy or Mr. Han, as applicable, remaining in continued service with us.

In addition, on April 9, 2025, the SEEQC Board approved a grant of stock options under our 2019 Plan with respect to 487,500 shares of our common stock to Mr. Levy, subject to performance vesting conditions. The grant is subject to become fully vested in the event that, prior to Mr. Levy’s termination, one of the following events occurs: (i) a change of control (as defined in the 2019 Plan); (ii) a transaction or series of transactions in which a significant combination, acquisition or merger is consummated, (iii) the closing of the first sale of shares of our common stock to the public in a public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, including a registration statement in connection with a direct listing, and (iv) a transaction involving SEEQC or any of our subsidiaries or successors and a special purpose acquisition company. In addition, upon our next bona fide equity financing, in one or more transactions, with proceeds to SEEQC (1) of no less than $50,000,000, 66.7% of the shares subject to the grant become vested, and (2) in excess of $50,000,000, a number of the shares equal to (a) 162,337 multiplied by (b) the quotient of (i) the amount of proceeds in excess of $50,000,000, divided by (ii) $25,000,000, rounded up to the nearest whole share, will become vested.

While we have not adopted a formal policy regarding the timing of stock option grants, we do not time the disclosure of material nonpublic information for the purposes of affecting the value of executive compensation and our practice is that the timing of these grants is not scheduled in a manner that intentionally benefits our executive officers or employees. In response to Item 402(x)(1), if in the future we anticipate granting stock options, stock appreciation rights, or similar option-like instruments, the SEEQC Board or its Compensation Committee will take material nonpublic information into account when determining the timing and terms of such awards.

Employment Agreements with our Named Executive Officers

John Levy

We expect to enter into an employment agreement with Mr. Levy prior to Closing (the “Levy Employment Agreement”). Pursuant to the Levy Employment Agreement, Mr. Levy will continue to serve as Chief Executive Officer, and Executive Chairman of the Company and will receive an initial base salary of $265,000, which will be increased to $600,000 upon the Closing. In connection with Mr. Levy’s continued service as a member of the SEEQC Board, SEEQC will agree to nominate Mr. Levy as a director of the SEEQC Board for shareholder approval at each annual meeting in which Mr. Levy’s term as a director of the SEEQC Board is due to expire. Mr. Levy is eligible to earn an annual cash bonus targeted at 100% of his base salary based on the achievement of performance criteria established by the SEEQC Board or its Compensation Committee. Mr. Levy will also be eligible to elect to participate in our employee benefit plans on the same terms and conditions as other similarly-situated employees. If we terminate Mr. Levy without Cause (as defined in the Levy Employment Agreement) or if Mr. Levy resigns for Good Reason (as defined in the Levy Employment Agreement), and other than as a result of his death or disability, then subject to Mr. Levy’s execution and non-revocation of a release of claims and his compliance with his obligations to us, he will be entitled to receive severance benefits of: (i) 1.0 times his annual base salary, payable in 12 equal installments in accordance with the Company’s payroll practice, (ii) a pro-rata portion of his annual bonus based on actual performance, (iii) reimbursement for up to twelve months of continued health, vision and dental premiums, (iv) twelve months of accelerated vesting on any time-based equity awards, and (v) an extended a post-termination exercise period for any vested stock options. Notwithstanding the prior sentence, if Mr. Levy’s employment is terminated without Cause, other than as a result of his death or disability, or if Mr. Levy resigns for Good Reason, in each case, within the six-month period prior to or the 18-month period following a Change in Control (as defined in the Levy Employment Agreement), then instead of the severance described in the prior sentence, and subject to Mr. Levy’s execution and non-revocation of a release of claims and his compliance with his obligations to us, he will be entitled to severance benefits of: (i) 1.5 times the sum of his base salary plus his target annual bonus, payable in a lump sum, (ii) a pro-rata portion of his annual bonus based on actual performance, (iii) reimbursement for up to 18 months of continued health, vision and dental premiums, (iv) full accelerated vesting on any time-based equity awards, and (v) an extended a post-termination exercise period for any vested stock options. Pursuant to the Levy Employment Agreement, Mr. Levy will be subject to covenants regarding confidentiality and ownership of intellectual property.

Raja Bal

We entered into an employment agreement with Mr. Bal in October 2025 (the “Prior Bal Employment Agreement”). Pursuant to Mr. Bal’s Prior Bal Employment Agreement, he is entitled to an annual base salary of $425,000 and he is eligible to earn an annual cash incentive bonus targeted at 60% of his base salary. He is also eligible to elect to participate in our employee benefit plans on the same terms and conditions as other similarly-situated employees. Pursuant to his employment agreement, Mr. Bal was granted a restricted stock bonus award with respect to aggregate number of 329,104 shares of our common stock. Half of the shares subject to such award (the “time-based portion”) are subject to time-based vesting based on Mr. Bal’s continued service with us, with 25% of the time-based portion vesting on the first anniversary of his start date and the remainder of the time-based portion vesting in equal monthly installments over the following 36 months. The other half of the shares subject to such award (the “performance-based portion”) are subject to performance-based vesting conditions. The performance-based portion vests as to 25% of the shares subject to the performance-based portion on each of the following events, subject to Mr. Bal’s continued service with us through the date of such event: (i) we close a liquidity event (as defined in Mr. Bal’s employment agreement), (ii) we negotiate and sign two commercial contracts for chip integration, each with a different third party quantum systems development company, (iii) we build a finance team capable of supporting us through the process of closing an IPO or SPAC transaction (each as defined in Mr. Bal’s employment agreement), and (iv) we close an equity financing that raises at least $75,000,000 of new money. If we terminate Mr. Bal’s employment without Cause (as defined in the Prior Bal Employment Agreement), and other than as a result of his death or disability, then subject

to Mr. Bal’s execution and non-revocation of a release of claims and his compliance with his obligations to us, he is entitled to receive severance benefits of: (i) three months of base salary, payable in a lump sum, (ii) reimbursement for up to three months of continued health, vision and dental premiums, and (iii) provided such termination occurs prior to the first anniversary of his commencement of employment with us, an additional 3 months of vesting on the time-based portion of the restricted stock bonus award. Notwithstanding the prior sentence, if Mr. Bal’s employment is terminated without Cause, other than a result of his death or disability, or if Mr. Bal resigns for Good Reason (as defined in Mr. Bal’s employment agreement), in each case, immediately prior to or within 12 months following a Change of Control (as defined in Mr. Bal’s Prior Bal Employment Agreement), then instead of the severance described in the prior sentence, and subject to Mr. Bal’s execution and non-revocation of a release of claims and his compliance with his obligations to us, he is entitled to severance benefits of: (i) six months of base salary, payable in a lump sum, (ii) a lump sum payment equal to 50% of his annual bonus, (iii) reimbursement for up to six months of continued health, vision and dental premiums, and (iv) immediate vesting of the time-based portion of the restricted stock bonus award. Pursuant to his employment agreement, Mr. Bal is subject to covenants regarding confidentiality and regarding his cooperation with us with respect to any litigation, claims or actions against us.

We expect to enter into an employment agreement with Mr. Bal prior to Closing (the “New Bal Employment Agreement”). Pursuant to the New Bal Employment Agreement, Mr. Bal will continue to serve as Chief Financial Officer of the Company and will receive an initial base salary of $425,000, which will be increased to $500,000 upon the Closing. Mr. Bal is entitled to an annual cash bonus targeted at 70% of his base salary based on the achievement of performance criteria established by the SEEQC Board or its Compensation Committee. Mr. Bal will also be eligible to elect to participate in our employee benefit plans on the same terms and conditions as other similarly-situated employees. If we terminate Mr. Bal without Cause (as defined in the New Bal Employment Agreement) or if Mr. Bal resigns for Good Reason (as defined in the New Bal Employment Agreement), and other than as a result of his death or disability, then subject to Mr. Bal’s execution and non-revocation of a release of claims and his compliance with his obligations to us, he will be entitled to receive severance benefits of: (i) 0.75 times his annual base salary, payable in nine equal installments in accordance with the Company’s payroll practice, (ii) a pro-rata portion of his annual bonus based on actual performance, (iii) reimbursement for up to nine months of continued health, vision and dental premiums, (iv) twelve months of accelerated vesting on any time-based equity awards, and (v) an extended post-termination exercise period for any vested stock options. Notwithstanding the prior sentence, if Mr. Bal’s employment is terminated without Cause, other than as a result of his death or disability, or if Mr. Bal resigns for Good Reason, in each case, within the six-month period prior to or the 12-month period following a Change in Control (as defined in the New Bal Employment Agreement), then instead of the severance described in the prior sentence, and subject to Mr. Bal’s execution and non-revocation of a release of claims and his compliance with his obligations to us, he will be entitled to severance benefits of: (i) 1.0 times the sum of his base salary plus his target annual bonus, payable in a lump sum, (ii) a pro-rata portion of his annual bonus based on actual performance, (iii) reimbursement for up to 12 months of continued health, vision and dental premiums, (iv) full accelerated vesting on any time-based equity awards, and (v) an extended post-termination exercise period for any vested stock options. Pursuant to the New Bal Employment Agreement, Mr. Bal will be subject to covenants regarding confidentiality and regarding his cooperation with us with respect to any litigation, claims or actions against us.

Shu-Jen Han

We expect to enter into an employment agreement with Mr. Han prior to Closing (the “Han Employment Agreement”). Pursuant to the Han Employment Agreement, Mr. Han will continue to serve as Chief Technology Officer of the Company and will receive an annual base salary of $500,000. Mr. Han is entitled to an annual cash bonus targeted at 70% of his base salary based on the achievement of performance criteria established by the SEEQC Board or its Compensation Committee. Mr. Han will also be eligible to elect to participate in our employee benefit plans on the same terms and conditions as other similarly-situated employees. If we terminate Mr. Han without Cause (as defined in the Han Employment Agreement) or if Mr. Han resigns for Good Reason (as defined in the Han Employment Agreement), and other than as a result of his death or disability, then subject to Mr. Han’s execution and non-revocation of a release of claims and his compliance with his obligations to us, he will be entitled to receive severance benefits of: (i) 0.75 times his annual base salary, payable in nine equal installments in accordance with the Company’s payroll practice, (ii) a pro-rata portion of his annual bonus based on actual performance, (iii) reimbursement for up to nine months of continued health, vision and dental premiums, (iv) twelve months of accelerated vesting on any time-based equity awards, and (v) an extended post-termination exercise period for any vested stock options. Notwithstanding the prior sentence, if Mr. Han’s employment is terminated without Cause, other than as a result of his death or disability, or if Mr. Han resigns for Good Reason, in each case, within the six-month period prior to or

the 12-month period following a Change in Control (as defined in the Han Employment Agreement), then instead of the severance described in the prior sentence, and subject to Mr. Han’s execution and non-revocation of a release of claims and his compliance with his obligations to us, he will be entitled to severance benefits of: (i) 1.0 times the sum of his base salary plus his target annual bonus, payable in a lump sum, (ii) a pro-rata portion of his annual bonus based on actual performance, (iii) reimbursement for up to 12 months of continued health, vision and dental premiums, (iv) full accelerated vesting on any time-based equity awards, and (v) an extended post-termination exercise period for any vested stock options. Pursuant to the Han Employment Agreement, Mr. Han will be subject to covenants regarding confidentiality and regarding his cooperation with us with respect to any litigation, claims or actions against us.

Health and Welfare and Retirement Benefits; Perquisites

All of our NEOs are eligible to participate in our employee benefit plans, including medical, dental, and vision benefits, in each case, on the same basis as all of our other full-time employees. We generally do not provide perquisites or personal benefits to our NEOs, except in limited circumstances.

401(k) Plan

Our NEOs are eligible to participate in our 401(k) plan, which is a defined contribution retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may defer eligible compensation on a pre-tax or after-tax (Roth) basis, up to the statutorily prescribed annual limits on contributions under the Code. Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. We may also make matching contributions not to exceed certain limits. For the year ended December 31, 2025, the Company made matching contributions at the rate of 100% of the first 4% of an employee’s pre-tax contribution to the plan, with such matching contributions being immediately vested. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan (except for Roth contributions) and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information concerning equity awards that were outstanding as of December 31, 2025 for each of our NEOs. The market value of stock awards that have not vested has been calculated based on an implied pre-IPO share value of SEEQC Common Stock of $36.6795 prior to the SEEQC Stock Split. For the avoidance of doubt, the number of shares represented in the table below were determined without giving effect to the SEEQC Stock Split.

____________

(1)      Stock option granted on April 9, 2025 under the 2019 Plan. Shares subject to the stock option vest in 48 equal monthly installments following the vesting commencement date of February 1, 2024, subject to the award recipient’s continued service with us through the applicable vesting date.

(2)     Stock option granted on April 9, 2025 under the 2019 Plan. The grant will fully vest in the event that, prior to Mr. Levy’s termination, one of the following events occurs: (i) a change of control (as defined in the 2019 Plan); (ii) a transaction or series of transactions in which a significant combination, acquisition or merger is consummated, (iii) the closing of the first sale of shares of our common stock to the public in a public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, including a registration statement in connection with a direct listing, and (iv) a transaction involving SEEQC or any of our subsidiaries or successors and a special purpose acquisition company.

In addition, upon our next bona fide equity financing, in one or more transactions, with proceeds to SEEQC (1) of no less than $50,000,000, 66.7% of the shares subject to the grant become vested, and (2) in excess of $50,000,000, a number of the shares equal to (a) 162,337 multiplied by (b) the quotient of (i) the amount of proceeds in excess of $50,000,000, divided by (ii) $25,000,000, rounded up to the nearest whole share, will become vested.

(3)      Restricted stock granted on October 10, 2025. The grant vests as to 25% of the shares subject to the grant on the first anniversary of Mr. Bal’s commencement of employment with us, and thereafter in 36 equal monthly installments following such first anniversary, subject to Mr. Bal remaining in continued service with us.

(4)      Restricted stock granted on October 10, 2025. The grant vests as to 25% of the shares subject to the grant on each of the following events, subject to Mr. Bal’s continued service with us through the date of such event: (i) we close a liquidity event (as defined in Mr. Bal’s employment agreement), (ii) we negotiate and sign two commercial contracts for chip integration, each with a different third party quantum systems development company, (iii) we build a finance team capable of supporting us through the process of closing an IPO or SPAC transaction (each as defined in Mr. Bal’s employment agreement), and (iv) we close an equity financing that raises at least $75,000,000 of new money.

Equity Incentive Plans

2019 Plan

On April 3, 2019, the SEEQC Board adopted the 2019 Plan. The 2019 Plan was approved by our stockholders on April 3, 2019. Upon the completion of this offering, the SEEQC Board will terminate the 2019 Plan and we will not grant any further awards under such plan, but the 2019 Plan will continue to govern outstanding awards granted thereunder. The SEEQC Board administers the 2019 Plan and has the authority, among other things, to construe and interpret the terms of the 2019 Plan and awards granted thereunder and to delegate such authority to one or more committees of the SEEQC Board.

Below is a summary of the principal provisions of the 2019 Plan, which summary is qualified in its entirety by reference to the full text of the 2019 Plan, a copy of which is filed as an exhibit to the registration statement of which this consent statement/prospectus is a part.

The 2019 Plan provides for the grant of stock options, stock appreciation rights, stock awards, restricted stock, restricted stock units, cash awards and other incentive awards payable in cash or in shares as determined by the administrator. A maximum of 5,050,895 shares of common stock may be issued under the 2019 Plan. The share limit is subject to adjustment upon the occurrence of certain events, including stock dividends, stock splits, spin-offs, combinations or exchanges of shares, recapitalizations, mergers, consolidations, and similar occurrences, which affect our common stock. Similarly, proportional adjustments will be made in in connection with such an occurrence with respect to outstanding awards.

As of March 31, 2026, 3,307,839 options to purchase shares of our common stock, at exercise prices ranging from $0.02 to $1.72, per share, or a weighted-average exercise price of $1.45 per share, were outstanding under the 2019 Plan, and 350,625 shares remained available for future issuance under the 2019 Plan.

Shares subject to awards which expire or terminate, are settled in cash without the delivery of shares, or are forfeited, surrendered, and shares subject to awards that are repurchased or withheld by us, will, in each case, again become available for issuance under the 2019 Plan.

Powers of the Administrator

Subject to the express terms of the 2019 Plan, the administrator has broad power to administer, construe, and interpret the 2019 Plan, including the power to:

•        select the eligible persons to whom awards may be granted;

•        determine the type of awards to be granted to each participant;

•        determine the number of shares to be covered by each award;

•        determine the terms and conditions of any award, including when awards may vest, be exercised, or settled, and waive or modify any of those terms;

•        approve the forms of documentation for awards;

•        determine whether, to what extent and under what circumstances awards may be settled in cash, shares or other property or canceled or suspended;

•        interpret and administer the 2019 Plan, any instrument evidencing an award and any other agreements or documents related to the administration of awards;

•        establish rules and regulations as it deems appropriate for the proper administration of the 2019 Plan;

•        delegate ministerial duties to SEEQC’s employees as it so determines; and

•        make any other determination and take any other action that it deems necessary or desirable for administration of the 2019 Plan.

Eligibility

All of our, and our affiliates’, directors, officers, employees and other individuals providing bona fide services to us, or any of our affiliates, are eligible for award grants. Only persons actually selected by the administrator will be granted awards.

Restrictions on Transfer

Awards are generally nontransferable except on death, by will or by the applicable laws of descent and distribution.

Term

No awards of incentive stock option may be granted under the 2019 Plan more than 10 years after the later of the date the 2019 Plan was adopted by the SEEQC Borad or the adoption by the SEEQC Board of any amendment to the 2019 Plan that constitutes the adoption of a new plan for purposes of Section 422 of the Code. The SEEQC Board, in its discretion, may terminate the 2019 Plan earlier, at any time. Upon the completion of this offering, the SEEQC Board will terminate the 2019 Plan, and we will not grant any further awards under the 2019 Plan. Outstanding awards generally will be unaffected by the 2019 Plan’s termination.

Change of Control

In the event of a change of control, as defined in the 2019 Plan, the SEEQC Board may take one or more of the following actions with respect to awards, contingent on the closing or completion of the change of control:

•        arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume or continue or substitute awards;

•        arrange for the assignment of any reacquisition or repurchase rights held by us in respect of shares issued pursuant to an award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company);

•        accelerate the vesting, in whole or in part, of an award (and, if applicable, the time at which an award may be exercised) to a date prior to the effective time of such change of control as the SEEQC Board determines (or, if the board does not determine such a date, to the date that is five (5) days prior to the effective date of the change of control), with such award terminating if not exercised (if applicable) immediately prior to the effective time of the change of control;

•        arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by us with respect to an award on a date prior to the effective time of such change of control as the SEEQC Board will determine (or, if the board will not determine such a date, on the date that is five (5) days prior to the effective date of the change of control);

•        cancel or arrange for the cancellation of an award, to the extent not vested or not exercised prior to the effective time of the change of control, in exchange for such cash consideration, if any, as the SEEQC Board, in its sole discretion, may consider appropriate; and

•        make a payment, in such form as may be determined by the SEEQC Board equal to the excess, if any, of (A) the value of the property the participant would have received on the exercise of an award immediately prior to the effective time of the change of control, over (B) any exercise price payable by such holder in connection with such exercise, in consideration for the termination of such award at or immediately prior to the closing.

The SEEQC Board need not take the same action or actions with respect to all awards or portions thereof or with respect to all participants.

Plan Amendment and Approval

The SEEQC Board, in its discretion, may amend or suspend the 2019 Plan at any time. Generally, an award holder’s consent is required for any amendment that materially adversely affects his or her outstanding award(s).

2026 Plan

Assuming the 2026 Plan is approved by the SEEQC Board and stockholders prior to the completion of this offering, the 2026 Plan will become effective upon the completion of this offering. We intend to use the 2026 Plan following the completion of this offering to provide incentives that will assist us to attract, retain, and motivate employees (including officers), consultants and directors.

Below is a summary of the principal provisions of the 2026 Plan, which summary is qualified in its entirety by reference to the full text of the 2026 Plan, a copy of which is filed as an exhibit to the registration statement of which this consent statement/prospectus is a part.

The 2026 Plan is designed to:

•        promote our long-term financial interests and growth by attracting and retaining directors and employees, which include management as well as other personnel;

•        motivate management by means of growth-related incentives to achieve long-range goals; and

•        further the alignment of the interests of participants and those of our stockholders, through opportunities for increased stock or stock-based ownership.

The 2026 Plan will remain in effect, subject to the right of our board of directors or compensation committee to amend or terminate the 2026 Plan at any time, until the earlier of (a) the earliest date as of which all awards granted under the 2026 Plan have been satisfied in full or terminated and no shares of common stock approved for issuance under the 2026 Plan remain available to be granted under new awards, and (b) the ten year anniversary of the adoption of the 2026 Plan. No awards will be granted under the 2026 Plan after such termination date. Subject to other applicable provisions of the 2026 Plan, all awards made under the 2026 Plan on or the ten year anniversary of the adoption of the 2026 Plan, or such earlier termination of the 2026 Plan, shall remain in effect until such awards have been satisfied or terminated in accordance with the 2026 Plan and the terms of such awards.

Participation in the 2026 Plan

All of our officers, non-employee directors, employees, independent contractors and consultants are eligible to participate in the 2026 Plan. Only persons actually selected by the administrator will be granted awards.

Participation by Non-Employee Directors

Although our directors, including our independent directors, are not involved in the day-to-day running of our operations on a consolidated basis, they play an important role in furthering our business interests by contributing their experience and expertise. In particular, a number of our independent directors have substantial experience and expertise in pharmaceutical research and development and play an important role in helping us shape our business strategy. It is crucial for us to be able to attract, retain and incentivize such individuals. It may not always be possible to quantify the services and contributions of our non-employee directors to us, and accordingly, it may not always be possible to compensate them fully or appropriately by increasing their directors’ fees or other cash payments. To that end, participation by non-employee directors in the 2026 Plan will allow us to acknowledge and reward their services and contributions.

In addition, we believe that opportunities for increased stock or stock-based ownership will further align the interests of our non-employee directors with the interests of our stockholders.

Plan Administration

The 2026 Plan will be administered by the “Administrator,” as defined below, provided that no director shall participate in any deliberation or decision in respect of any stock option, stock appreciation right, stock award, stock unit, performance share, performance unit and/or other stock-based award, each, an “Award,” and collectively, the “Awards,” to be granted to him or her or held by him or her.

For the purposes of the 2026 Plan, “Administrator” means our compensation committee, or such other committee(s) of director(s) duly appointed by our board of directors or our compensation committee to administer the 2026 Plan or delegated limited authority to perform administrative actions under the 2026 Plan, and having such powers as shall be specified by our board of directors or our compensation committee, provided, however, that at any time our board of directors may serve as the Administrator in lieu of or in addition to our compensation committee or such other committee(s) of director(s) to whom administrative authority has been delegated. With respect to any Award to which Section 16 of the Exchange Act applies, the Administrator shall consist of either our board of directors or a committee of our board of directors, which committee shall consist of three or more directors, each of whom is, to the extent required by Rule 16b-3 of the Exchange Act, a “non-employee director” as defined in Rule 16b-3 of the Exchange Act and an “independent director” to the extent required by the Nasdaq listing rules. Any member of the Administrator who does not meet the foregoing requirements shall abstain from any decision regarding an Award and shall not be considered a member of the Administrator to the extent required to comply with Rule 16b-3 of the Exchange Act.

The Administrator has, subject to the terms of the 2026 Plan, the authority, in its sole and absolute discretion, to grant Awards under the 2026 Plan to eligible individuals, and to take all other actions necessary or desirable to carry out the purpose and intent of the 2026 Plan. Further, the Administrator has the authority, in its sole and absolute discretion, subject to the terms and conditions of the 2026 Plan, to, among other things:

•        determine the eligible individuals to whom, and the time or times at which, Awards shall be granted;

•        determine the type of Awards to be granted to any eligible individual;

•        determine the number of shares of common stock to be covered by or used for reference purposes for each Award or the value to be transferred pursuant to any Award; and

•        determine the terms, conditions and restrictions applicable to each Award and any shares of common stock acquired pursuant thereto, including, without limitation, (i) the purchase price of any shares of common stock, (ii) the method of payment for shares of common stock purchased pursuant to any Award, (iii) the method for satisfying any tax withholding obligation arising in connection with any Award, including by the withholding or delivery of shares of common stock, (iv) the timing, terms and conditions of the exercisability, vesting or payout of any Award or any shares of common stock acquired pursuant thereto, (v) the performance goals applicable to any Award and the extent to which such performance goals have been attained, (vi) the time of the expiration of an Award, (vii) the effect of a participant’s Termination of Service, as defined in the 2026 Plan, on any of the foregoing and (viii) all other terms, conditions and restrictions applicable to any Award or shares of common stock acquired pursuant thereto as the Administrator considers to be appropriate and not inconsistent with the terms of the 2026 Plan

Size

Under the Merger Agreement, shares equal to 12.5% of the shares of SEEQC Common Stock outstanding upon the Closing will be initially authorized and reserved for issuance under the 2026 Plan. This reserve will automatically increase on each January 1st following the effective date of the 2026 Plan through January 1, 2036, by an amount equal to the smaller of (a) 5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by our board of directors.

Appropriate adjustments will be made to the number of authorized shares and other numerical limits in the 2026 Plan and to outstanding Awards to prevent dilution or enlargement of participants’ rights in the event of a stock split or other change in our capital structure. Shares subject to awards under the 2019 Plan or the 2026 Plan that, on or after the effective date of the 2026 Plan, expire, terminate unearned, are cancelled, forfeited, settled in cash, or withheld or surrendered in payment of an exercise price or taxes will again become available for issuance under the 2026 Plan.

Subject to adjustment as provided in the provision of the 2026 Plan pertaining to the occurrence of certain corporate transactions, the maximum number of shares of common stock that may be issued pursuant to stock options granted under the 2026 Plan that are intended to qualify as incentive stock options is equal to double the number of shares of SEEQC Common Stock reserved for issuance under the 2026 Plan.

Maximum Entitlements

The Administrator may establish compensation for directors who are not our employees or any of our Affiliates, as defined in the 2026 Plan, or the non-employee directors, from time to time, provided that the sum of any cash compensation and the grant date fair value of Awards granted under the 2026 Plan to a non-employee director as compensation for services as a non-employee director during any calendar year may not exceed $75,000 for an annual grant (with the exception of a non-employee’s director first year of service, for which compensation for services may not exceed $1,000,000). The Administrator may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the Administrator may determine in its discretion, provided that any non-employee director receiving such additional compensation may not participate in the decision to award such compensation or in other compensation decisions involving such non-employee director.

Awards

The 2026 Plan provides for the grant of stock options, stock appreciation rights, stock awards, stock units, performance shares and performance units, and other stock-based awards. Awards may be granted individually or in tandem with other types of Awards, concurrently with or with respect to outstanding Awards. Participants are not required to pay for the application or acceptance of Awards.

Stock Options

The Administrator may, from time to time, grant to eligible individuals Awards of stock options. Such stock options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator; provided, however, that Awards of stock options may not have a term in excess of 10 years unless otherwise required by applicable law.

The exercise price per share subject to a stock option granted under the 2026 Plan may not be less than the fair market value of one share on the date of grant of the stock option, except as provided under applicable law or with respect to stock options that are granted in substitution of similar types of awards of a company acquired by us or with which we combine (whether in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock, or otherwise) to preserve the intrinsic value of such awards.

Except as provided in the applicable award agreement or otherwise determined by the Administrator, to the extent stock options are not vested and exercisable, a participant’s stock options shall be forfeited upon his or her Termination of Service.

Stock Appreciation Rights

The Administrator may, from time to time, grant to eligible individuals Awards of stock appreciation rights. A stock appreciation right entitles the participant to receive, subject to the provisions of the 2026 Plan and the applicable award agreement, a payment having an aggregate value equal to the product of (a) the excess of (i) the fair market value on the exercise date of one share over (ii) the base price per share specified in the award agreement, and (b) the number of shares of common stock specified by the stock appreciation right, or portion thereof, that is exercised. The base price per share specified in the applicable award agreement shall not be less than the lower of the fair market value on the date of grant or the exercise price of any tandem stock option to which the stock appreciation right is related, or with respect to stock appreciation rights that are granted in substitution of similar types of awards of a company acquired by us or with which we combine (whether in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock, or otherwise), such base price as is necessary to preserve the intrinsic value of such awards.

Stock appreciation rights shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator; provided, however, that stock appreciation rights granted under the 2026 Plan may not have a term in excess of 10 years unless otherwise required by applicable law.

Except as provided in the applicable award agreement or otherwise determined by the Administrator, to the extent stock appreciation rights are not vested and exercisable, a participant’s stock appreciation rights shall be forfeited upon his or her Termination of Service.

Stock Awards

The Administrator may, from time to time, grant to eligible individuals Awards of unrestricted stock or Restricted Stock. For the purposes of the 2026 Plan, “Restricted Stock” means an Award of shares of common stock that may be subject to certain transferability and other restrictions and to a risk of forfeiture, including by reason of not satisfying certain performance goals.

Restricted Stock shall be subject to such vesting, restrictions on transferability and other restrictions, if any, and risk of forfeiture as the Administrator may impose at the date of grant or thereafter. The period during which such vesting or transferability and other restrictions and/or risk of forfeiture applies (the “Restriction Period”) may lapse under such circumstances, including without limitation upon the attainment of performance goals, in such installments, or otherwise, as the Administrator may determine. Subject to the provisions of the 2026 Plan and the applicable award agreement, during the Restriction Period, a participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Restricted Stock.

Except to the extent restricted under the applicable award agreement, a participant granted Restricted Stock shall have all of the rights of a stockholder including, without limitation, the right to vote. Cash dividends declared payable on our common stock shall be paid, with respect to outstanding Restricted Stock, either as soon as practicable following the dividend payment date or deferred for payment to such later date as determined by the Administrator, and shall be paid in cash or as unrestricted shares of common stock having a fair market value equal to the amount of such dividends, or may be reinvested in additional shares of Restricted Stock as determined by the Administrator; provided, however, that dividends declared payable on Restricted Stock granted as a performance award shall be held by us and made subject to forfeiture at least until achievement of the applicable performance goal relating to such shares of Restricted Stock. Shares of common stock distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such shares of common stock or other property have been distributed.

Except as provided in the applicable award agreement, upon Termination of Service during the applicable Restriction Period, Restricted Stock and any accrued but unpaid dividends that are at that time subject to restrictions shall be forfeited; provided that the Administrator may provide, by rule or regulation or in any award agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of terminations resulting from specified causes, and the Administrator may in other cases waive in whole or in part the forfeiture of Restricted Stock.

Stock Units

The Administrator may, from time to time, grant to eligible individuals Awards of unrestricted stock units or Restricted Stock Units. For the purposes of the 2026 Plan, “Restricted Stock Unit” means a right granted to a participant to receive shares of common stock or cash, or a combination of shares and cash, which right may be conditioned on the satisfaction of certain requirements, including the satisfaction of certain performance goals.

Restricted Stock Units shall be subject to such vesting, risk of forfeiture and/or payment provisions as the Administrator may impose at the date of grant. The Restriction Period to which such vesting and/or risk of forfeiture applies may lapse under such circumstances, including without limitation upon the attainment of performance goals, in such installments, or otherwise, as the Administrator may determine.

Until shares of common stock are issued to the participant in settlement of stock units, the participant shall not have any rights of a stockholder with respect to the stock units or the shares of common stock issuable thereunder. The Administrator may grant the participant the right to dividend equivalents on stock units, on a current, reinvested and/or restricted basis, subject to such terms as the Administrator may determine; provided, however, that dividend equivalents declared payable on stock units granted as a Performance Award shall rather than be paid on a current basis, be accrued and made subject to forfeiture at least until achievement of the applicable performance goal relating to such stock units.

Except as provided in the applicable award agreement, upon Termination of Service during the applicable period, or upon failure to satisfy any other conditions precedent to the delivery of shares of common stock or cash to which such restricted stock units relate, such restricted stock units and any accrued but unpaid dividend equivalents with respect to such restricted stock units that are then subject to deferral or restriction shall be forfeited; provided that the

shares of common stock or other securities that may be issued with respect to incentive stock options granted under the 2026 Plan, (c) the number of shares of common stock or other securities covered by each outstanding Award and the exercise price, base price or other price per share, if any, and other relevant terms of each outstanding Award and (d) all other numerical limitations relating to Awards, whether contained in the 2026 Plan or in award agreements; provided, however, that any fractional shares resulting from any such adjustment shall be eliminated.

In the case of a Corporate Event, the Administrator may make such other adjustments to outstanding Awards as it determines to be appropriate and desirable, which adjustments may include, without limitation, (a) the cancellation of outstanding Awards in exchange for payments of cash, securities or other property or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Administrator in its sole discretion (it being understood that in the case of a Corporate Event with respect to which stockholders receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Administrator that the value of a stock option or stock appreciation right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each share of common stock pursuant to such Corporate Event over the exercise price or base price of such stock option or stock appreciation right shall conclusively be deemed valid and that any stock option or stock appreciation right may be cancelled for no consideration upon a Corporate Event if its exercise price or base price equals or exceeds the value of the consideration being paid for each share of common stock pursuant to such Corporate Event), (b) the substitution of securities or other property (including, without limitation, cash or other securities) for the shares of common stock subject to outstanding Awards and (c) the substitution of equivalent awards, as determined in the sole discretion of the Administrator, of the surviving or successor entity or a parent thereof.

2026 Plan Amendments

Our board of directors or compensation committee may amend, alter or discontinue the 2026 Plan, but no amendment, alteration or discontinuation shall be made which would materially impair the rights of a participant with respect to a previously granted Award without such participant’s consent, except such an amendment made to comply with applicable law or rule of any securities exchange or market on which shares of our common stock are listed or admitted for trading or to prevent adverse tax or accounting consequences to us or the participant.

No amendment of the 2026 Plan shall be made without the approval of our stockholders to the extent such amendment is with respect to (a) materially expanding the eligibility for participation in the 2026 Plan, (b) materially increasing the number of shares of common stock which may be issued under the 2026 Plan or to a participant, (c) eliminating or modifying the prohibition set forth in the 2026 Plan on repricing of stock options and stock appreciation rights, (d) lengthening the maximum term or lowering the minimum exercise price or base price permitted for stock options and stock appreciation rights, (e) modifying the prohibition on the issuance of reload or replenishment options, (f) materially increasing the benefits accruing to participants under the 2026 Plan or (g) any other matter that would require the approval of our stockholders under applicable law, regulation, or rule of any securities exchange on which shares of our common stock are listed or admitted for trading.

Amendment of Awards

The Administrator may unilaterally amend the terms of any Award theretofore granted, but no such amendment shall materially impair the rights of any participant with respect to an Award without the participant’s consent, except such an amendment made to cause the 2026 Plan or Awards thereunder to comply with applicable law, applicable rule of any securities exchange on which shares of our common stock are listed or admitted for trading, or to prevent adverse tax or accounting consequences for the participant or us or any of our affiliates. For purposes of the foregoing sentence, an amendment to an Award that results in a change in the tax consequences of the Award to the participant shall not be considered to be a material impairment of the rights of the participant and shall not require the participant’s consent.

2026 Employee Stock Purchase Plan

General

Assuming approval by the SEEQC Board and our stockholders prior to the completion of this offering, the 2026 ESPP will become effective upon the completion of this offering. Below is a summary of the principal provisions of the 2026 ESPP, which summary is qualified in its entirety by reference to the full text of the 2026 ESPP, a copy of which is filed as an exhibit to the registration statement of which this consent statement/prospectus is a part. The

purpose of the 2026 ESPP is to advance our interests and those of our stockholders by providing an incentive to attract, retain and reward our eligible employees and by motivating such persons to contribute to our growth and profitability. The 2026 ESPP provides such eligible employees with an opportunity to acquire a proprietary interest in us through the purchase of our common stock.

Overview

Under the Merger Agreement, shares equal to 3% of the shares of SEEQC Common Stock outstanding upon the Closing will be available for sale under the 2026 ESPP. In addition, the 2026 ESPP provides for annual increases in the number of shares available for issuance under the 2026 ESPP on each January 1st following the effective date of the 2026 ESPP through January 1, 2036, equal to the smallest of:

•        1.5% of the outstanding shares of our common stock on the immediately preceding December 31;

•        shares equal to 2% of the shares of SEEQC Common Stock outstanding upon the Closing; or

•        such other amount as may be determined by our board of directors.

Appropriate adjustments will be made to the number of authorized shares and to outstanding purchase rights to prevent dilution or enlargement of participants’ rights in the event of a stock split or other change in our capital structure. Shares subject to purchase rights which expire or are cancelled will again become available for issuance under the 2026 ESPP.

Our compensation committee will administer the 2026 ESPP and will have full authority to interpret the terms of the 2026 ESPP. The 2026 ESPP provides, subject to certain limitations, for indemnification by us of any director, officer or employee against all reasonable expenses, including attorneys’ fees, incurred in connection with any legal action arising from such person’s action or failure to act in administering the 2026 ESPP.

All of our employees, including our NEOs, are eligible to participate if they are customarily employed by us or any of our subsidiaries for at least 20 hours per week and more than five months in any calendar year. Non-employee directors are not eligible to participate in the 2026 ESPP. However, an employee may not be granted rights to purchase stock under the 2026 ESPP if such employee:

•        immediately after the grant would own stock or options to purchase stock possessing 5.0% or more of the total combined voting power or value of all classes of our capital stock; or

•        holds rights to purchase stock under all of our employee stock purchase plans that would accrue at a rate that exceeds $25,000 worth of our common stock for each calendar year in which the right to be granted would be outstanding at any time.

The 2026 ESPP is intended to qualify under Section 423 of the Code and the 2026 ESPP shall be so construed. The 2026 ESPP includes a non-423 component to allow for issuances to participants outside the United States, if any. The Compensation Committee may, in its discretion, determine the terms of offering periods, including establishing offering periods of up to 27 months and providing for multiple purchase dates. Our compensation committee may, in its discretion, modify the terms of future offering periods.

The 2026 ESPP permits participants to purchase common stock through payroll deductions of up to 15% of their regular gross earnings and overtime payments. Other types of compensation are not considered part of compensation for purposes of the 2026 ESPP. Unless provided otherwise by the Compensation Committee, the purchase price of the shares will be 85.0% of the lower of the fair market value of our common stock on the first trading day of the offering period or on the last day of the offering period. Participants may end their participation at any time during an offering period and will be paid their accrued payroll deductions that have not yet been used to purchase shares of common stock. Participation ends automatically upon termination of employment with us.

Prior to the beginning of any offering period, the Compensation Committee may alter the maximum number of shares that may be purchased by any participant during the offering period or specify a maximum aggregate number of shares that may be purchased by all participants in the offering period. If insufficient shares remain available under the plan to permit all participants to purchase the number of shares to which they would otherwise be entitled, the administrator will make a pro rata allocation of the available shares. Any amounts withheld from participants’ compensation in excess of the amounts used to purchase shares will be refunded, without interest.

A participant may not transfer rights granted under the 2026 ESPP other than by will, the laws of descent and distribution or as otherwise provided under the 2026 ESPP as described below.

As further discussed below, in the event of a change in control, an acquiring or successor corporation may assume our rights and obligations under outstanding purchase rights or substitute substantially equivalent purchase rights. If the acquiring or successor corporation does not assume or substitute for outstanding purchase rights, then the purchase date of the offering periods then in progress will be accelerated to a date prior to the change in control.

The 2026 ESPP will continue in effect until terminated by our compensation committee.

Participant Withdrawal or Termination

A participant may withdraw from the 2026 ESPP by signing and delivering to our office or representative designated by us a written or electronic notice of withdrawal on a form provided by us for this purpose. Such withdrawal may be elected at any time prior to the end of an offering period; provided, however, that if a participant withdraws from the 2026 ESPP after a purchase date, the withdrawal shall not affect shares of common stock acquired by the participant on such purchase date. A participant who voluntarily withdraws from the 2026 ESPP is prohibited from resuming participation in the 2026 ESPP in the same offering from which he or she withdrew, but may participate in any subsequent offering by again satisfying the requirements of the 2026 ESPP. We may impose, from time to time, a requirement that the notice of withdrawal from the 2026 ESPP be on file with our office or representative designated by us for a reasonable period prior to the effectiveness of the participant’s withdrawal.

Upon a participant’s voluntary withdrawal from the 2026 ESPP, the participant’s accumulated 2026 ESPP account balance which has not been applied toward the purchase of shares of common stock shall be refunded to the participant as soon as practicable after the withdrawal, without the payment of any interest, and the participant’s interest in the 2026 ESPP and the offering shall terminate. Such amounts to be refunded may not be applied to any other offering under the 2026 ESPP.

Change in Control

In the event of a Change in Control (as defined in the 2026 ESPP), the surviving, continuing, successor, or purchasing corporation or parent thereof, as the case may be (the “Acquiring Corporation”) may, without the consent of any participant, assume or continue our rights and obligations under outstanding purchase rights or substitute substantially equivalent purchase rights for the Acquiring Corporation’s stock. If the Acquiring Corporation elects not to assume, continue or substitute for the outstanding purchase rights, the purchase date of the then current offering period shall be accelerated to a date before the date of the Change in Control specified by our compensation committee, but the number of shares of common stock subject to outstanding purchase rights shall not be adjusted. All purchase rights which are neither assumed nor continued by the Acquiring Corporation in connection with the Change in Control, nor exercised as of the date of the Change in Control, shall terminate and cease to be outstanding effective as of the date of the Change in Control.

Amendment or Termination of the ESPP

Our compensation committee, as administrator of the 2026 ESPP, may at any time amend, suspend or terminate the 2026 ESPP, except that (a) no such amendment, suspension or termination shall affect purchase rights previously granted under the 2026 ESPP unless expressly provided by our compensation committee, and (b) no such amendment, suspension or termination may adversely affect a purchase right previously granted under the 2026 ESPP without the consent of the participant, except to the extent permitted by the 2026 ESPP or as may be necessary to qualify the 2026 ESPP as an employee stock purchase plan pursuant to Section 423 of the Code or to comply with any applicable law, regulation or rule. In addition, an amendment to the 2026 ESPP must be approved by our stockholders within 12 months of the adoption of such amendment if such amendment would authorize the sale of more shares than are then authorized for issuance under the 2026 ESPP or would change the definition of the corporations that may be designated by our compensation committee as Participating Companies (as defined in the 2026 ESPP). Notwithstanding the foregoing, in the event that our compensation committee determines that continuation of the 2026 ESPP or an offering would result in unfavorable financial accounting consequences to us, our compensation committee may, in its discretion and without the consent of any participant, including with respect to an offering period then in progress: (i) terminate the

2026 ESPP or any offering period, (ii) accelerate the purchase date of any offering period, (iii) reduce the discount or the method of determining the purchase price in any offering period (e.g., by determining the purchase price solely on the basis of the Fair Market Value (as defined in the 2026 ESPP) on the purchase date), (iv) reduce the maximum number of shares of common stock that may be purchased in any offering period or (v) take any combination of the foregoing actions.

Compensation Clawback Policy

In connection with this offering, we have adopted a clawback policy (the “Clawback Policy”), in compliance with the SEC’s and Nasdaq’s final rules. The Clawback Policy will become effective upon the closing of this offering. The Clawback Policy will require the repayment of certain erroneously awarded incentive-based compensation paid to any current or former executive officer, including our NEOs, in connection with a restatement of financial statements if such compensation exceeds the amount that the executive officers would have received based on the restated financial statements.

Director Compensation

SEEQC has not implemented a formal policy with respect to compensation payable to its non-employee directors and none of its non-employee directors received any compensation for service for the fiscal year ended December 31, 2025. SEEQC reimburses its directors for expenses associated with attending meetings of the board of directors and its committees.

MANAGEMENT FOLLOWING THE MERGER

Following the completion of the Merger, the number of directors of SEEQC will be six, five of whom shall be independent directors. The following sets forth certain information concerning the persons who are expected to serve as SEEQC’s executive officers and directors following Closing of the Merger.

Unless otherwise indicated, the business address of each director and executive officer is 150 Clearbrook Road, Elmsford, NY 10523. A description of the business experience and present position of each director and executive officer is provided below:

Executive Officers

John Levy co-founded SEEQC in April 2018 and has served as its Chief Executive Officer and Chairman of the SEEQC Board since incorporation. Mr. Levy will continue to serve as Chairman of the SEEQC Board upon completion of the Merger. Mr. Levy currently serves on the boards of Hypres, Inc (which formed SEEQC in connection with an asset transfer in 2018 and where Mr. Levy served as the Executive Chairman for 8 years) and Brentwood Originals, Inc and previously served on the board of goTenna from 2013 to 2025. Prior to co-founding SEEQC, Mr. Levy worked at Interval Research Corporation, sponsored by Paul Allen, and served as CEO of ePlanet, a computer vision company funded by Intel Capital and spun out from Interval Research. Prior to co-founding SEEQC, Mr. Levy served as a board member for several technology companies and as a partner at venture capital funds. Mr. Levy holds an MBA from Harvard Business School and an AB in American Studies from Amherst College. We believe Mr. Levy is qualified to serve as a member of our board of directors based on our review of his experience, qualifications, attributes and skills, including co-founding our company.

Raja Bal has served as SEEQC’s Chief Financial Officer since September 2025. Prior to joining SEEQC, Mr. Bal served as Chief Financial Officer of indie Semiconductor from June 2024 to May 2025 and as indie Semiconductor’s Chief Accounting Officer from January 2020 to June 2024. Before joining indie Semiconductor, Mr. Bal served as the Chief Financial Officer of True North Venture Partners from October 2017 to December 2019 and Chief Financial Officer at GT Advanced Technologies from March 2014 to October 2017. Earlier in his career, Mr. Bal held finance leadership roles, including Corporate Controller and Treasurer at Skyworks Solutions from 2001 to 2014. Mr. Bal is a CPA and holds a Master of Management Analytics from Smith School of Business at Queen’s University and a Bachelor of Commerce from the Telfer School of Management at the University of Ottawa.

Shu-Jen Han has served as SEEQC’s Chief Technology Officer since March 2025 and VP of Engineering from May 2021 to March 2025. Prior to joining SEEQC, Mr. Han was a Semiconductor Consultant at Steel Perlot from August 2022 to September 2024 and in various roles of ascending responsibility at HFC Semiconductor Corp., including serving as an Associate Vice President from March 2021 to May 2021, Senior Director from 2019 to March 2021 and Director of Advanced Memory Technology from 2017 to 2019. Mr. Han holds a Ph.D. in Materials Science Engineering from Stanford University and a Bachelor of Science from National Tsing Hua University.

Oleg Mukhanov has served as SEEQC’s Chief Science Officer since March 2025 and has served in various roles of responsibility at SEEQC since April 2019, including serving as the Chief Technical Officer from April 2019 to March 2025 and as the Co-Chief Executive Officer from April 2019 to September 2020. Prior to joining SEEQC,

Mr. Mukhanov served in roles of ascending responsibility at Hypres, Inc., including serving as a Senior Executive Vice President from May 2013 to April 2019. Mr. Mukhanov holds a Ph.D. in Physics from Moscow State University and an M.S. in Electrical Engineering from the National Research Nuclear University MEPhl (Moscow Engineering Physics Institute).

Matthew Hutchings has served as SEEQC’s Chief Product Officer since August 2019. Prior to joining SEEQC, Mr. Hutchings was a Quantum Technology Enterprise Fellow at the University of Bristol from October 2017 to June 2019. Mr. Hutchings holds a Ph.D. in Photonics and a Masters in Physics from Cardiff University.

Non-Executive Directors

William J. Vass will be appointed to the SEEQC Board upon completion of the Merger. Mr. Vass has served as the Chief Technology Officer of Booz Allen Hamilton since June 2024. Prior to joining Booz Allen Hamilton, Mr. Vass served as Vice President of Engineering with Amazon Web Services from September 2014 to June 2024 and as the President and Chief Executive Officer of Liquid Robotics from April 2011 to June 2014. Mr. Vass holds a BS from Texas A&M University in Geology and Computer Science and attended post-graduate programs in Computer Science at the University of Houston and the George Washington University. We believe Mr. Vass is qualified to serve as a member of our board of directions given his deep technical and leadership expertise.

Eric S. Rosenfeld will be appointed to the SEEQC Board upon completion of the Merger. Mr. Rosenfeld has served as Chief Executive Officer of Allegro since Allegro’s inception in August 2017. Mr. Rosenfeld has also served as the Chief SPAC Officer of Legato Merger Corp. IV since September 2025. Mr. Rosenfeld served as Chief SPAC Officer of Legato Merger Corp III from its inception in November 2023 until it completed its business combination with Einride A.B. in June 2026 and has served as a member of Einride A.B. since such time, served as the Chief SPAC Officer of Legato Merger Corp. II from its inception until it completed its business combination with Southland Holdings in February 2023 and served as Chief SPAC Officer of Legato Merger Corp. from its inception in June 2020 until it completed its business combination with Algoma Steel in October 2021 and has served as a member of the board of directors of Algoma Steel since such time. Mr. Rosenfeld also serves as a member of the board for Aecon Group, Inc., a construction company. Mr. Rosenfeld has also been on a total of 28 public company boards. He is also the President and CEO of Crescendo Partners LP since its formation in 1999. Mr. Rosenfeld is an adjunct professor at Columbia Business School, guest lectured at Tulane Law School, a faculty member at the Directors College and has served on numerous panels at Queen’s University Business Law School Symposia, McGill Law School, the World Presidents’ Organization and the Value Investing Congress. Mr. Rosenfeld holds an MBA from Harvard Business School and a Bachelor of Arts in Economics from Brown University. We believe Mr. Rosenfeld is qualified to serve as a member of our board of directors based on our review of his experience, qualifications, attributes and skills, including his extensive board representation.

Judy Bruner will be appointed to the SEEQC Board upon completion of the Merger. Ms. Bruner most recently served as the Executive Vice President, Administration and Chief Financial Officer of SanDisk Corp, a supplier of flash storage products, from June 2004 until May 2016, when SanDisk was acquired by Western Digital. Ms. Bruner currently serves on the board of directors of Applied Materials, Inc., a publicly traded semiconductor equipment manufacturer, and as chair of its audit committee and a member of its nominating and governance committee. Ms. Bruner also serves on the board of directors of Qorvo, Inc., a publicly traded manufacturer of radio frequency solutions, and as the chair of its audit committee and a member of its nominating and governance committee, as well as Rapid7, Inc., a publicly traded cybersecurity analytics and automation company, and as a member of its audit committee. Ms. Bruner also serves on the board of directors of Qorvo, Inc., a publicly traded manufacturer of radio frequency solutions, and as the chair of its audit committee and a member of its nominating and governance committee. Ms. Bruner previously served on the board of directors of Seagate Technology plc, a publicly traded provider of storage solutions, from January 2018 to October 2025, and as a member of its audit and finance committee and as chair of its nominating and governance committee. She also served on the board of directors of Brocade Communications Systems, Inc., a publicly traded data and storage networking products company, from January 2009 to November 2017 and served as chair of its audit committee. She also previously served on the board of directors of Varian Medical Systems, Inc., a publicly traded manufacturer of medical devices and software, from August 2016 to April 2021 and as chair of its audit committee and a member of its ethics and compliance committee. Ms. Bruner received a B.A. in Economics from the University of California, Los Angeles and an M.B.A. from the University of Santa Clara. We believe that Ms. Bruner’s financial and business expertise, including her experience in financial management with a range of technology companies qualifies her to serve on our board of directors.

Marek Kiisa has served as a member of our board of directors since January 2025. Mr Kiisa is a managing partner of NordicNinja which he co-founded in November 2018 and venture partner at Superangel, which he co-founded in October 2017, and BaltCap Growth Fund, which he co-founded in July 2017. Mr. Kiisa has served as a member of the board of directors of Einride since 2019 and previously served on the boards of Ekspress Grupp, GrabCAD, Scantarp Oy Ab and Scanditron, among other companies. Mr. Kiisa holds an M.Sc. in Mechanical Engineering from the KTH Royal Institute of Technology and an MBA from the Estonian Business School. We believe Mr. Kiisa is qualified to continue to serve as a member of our board of directors based on his expertise in the areas of entrepreneurship and strategic management and his familiarity with our business.

Quentin Gallivan will be appointed to the SEEQC Board upon completion of the Merger. Mr. Gallivan has served as a member of the board of directors of various companies, including serving as the Chairman of the Board of Directors of Orbus Software, an enterprise architecture platform, since August 2024, the Executive Chairman of Watermark, an education technology SaaS company, since December 2021, and a member of the board of directors of Webroot Software, a SaaS security company, from November 2007 to July 2019. Mr. Gallivan previously served as the Chief Executive Officer of Blue Jeans Network, a cloud-based enterprise platform, from August 2017 to May 2021, and of Pentaho, a data analytics company, from September 2011 to April 2017. Following Hitachi Data Systems’ acquisition of Pentaho, Mr. Gallivan served as the Chief Executive Officer of Pentaho and Senior Vice President of Hitachi Data Systems from June 2015 to April 2017. Previously, Mr. Gallivan was the CEO of Postini, a pioneer in Email Security and lead the sale to Google in 2007. Previously, Mr. Gallivan was a senior vice president and chief revenue officer for Verisign from 1997 to 2005 leading the company through a successful IPO and market leadership in the cyber security space. We believe Mr. Gallivan business expertise, including his broad experience serving as a board member, qualifies him to serve on our board of directors.

Family Relationships

There are no family relationships among any of SEEQC’s directors or executive officers.

Board Composition

SEEQC’s business and affairs will be organized under the direction of the SEEQC Board. The SEEQC Board will meet on a regular basis and additionally as required.

In accordance with the terms of the New SEEQC Bylaws, which will be effective upon the consummation of the Merger, SEEQC’s Board may establish the authorized number of directors from time to time by resolution. SEEQC’s board of directors will consist of seven members upon the consummation of the Merger.

Director Independence

Prior to the consummation of the Merger, the SEEQC Board will undertake a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, it is expected that the SEEQC Board will determine that William J. Vass, Eric Rosenfeld, Judy Bruner, Marek Kiisa and Quentin Gallivan are “independent” as that term is defined under the Nasdaq listing standards. In making these determinations, the SEEQC Board will consider the current and prior relationships that each non-employee director has with SEEQC and all other facts and circumstances the SEEQC Board deems relevant in determining their independence, including the beneficial ownership of securities of SEEQC by each non-employee director and the transactions described in the section titled “Certain Relationships and Related Person Transactions.”

Role of SEEQC’s Board in Risk Oversight/Risk Committee

Upon the consummation of the Merger, one of the key functions of SEEQC’s Board will be informed oversight of SEEQC’s risk management process. SEEQC’s Board does not anticipate having a standing risk management committee, but rather anticipates administering this oversight function directly through SEEQC Board as a whole, as well as through various standing committees of the SEEQC Board that address risks inherent in their respective areas of oversight. In particular, the SEEQC Board will be responsible for monitoring and assessing strategic risk exposure and SEEQC’s audit committee will have the responsibility to consider and discuss SEEQC’s major financial risk exposures and the steps its management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. SEEQC’s

audit committee will also monitor compliance with legal and regulatory requirements. SEEQC’s compensation committee will also assess and monitor whether SEEQC’s compensation plans, policies and programs comply with applicable legal and regulatory requirements.

Committees of the SEEQC Board

Upon the consummation of the Merger, SEEQC’s Board will establish an audit committee, compensation committee and nominating and corporate governance committee. SEEQC’s Board will adopt a charter for each of these committees, which will comply with the applicable requirements of current SEC and Nasdaq rules. SEEQC intends to comply with future requirements to the extent applicable. Following the consummation of the Merger, copies of the charters for each committee will be available on the investor relations portion of SEEQC’s website.

Audit Committee

The audit committee will consist of Judy Bruner, Eric Rosenfeld and Quentin Gallivan, each of whom SEEQC’s Board has determined satisfies the independence requirements under Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act. The chair of the audit committee will be Judy Bruner. SEEQC’s Board is expected to determine that Judy Bruner is an “audit committee financial expert” within the meaning of SEC regulations. Each member of the audit committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, the SEEQC Board has examined each audit committee member’s scope of experience and the nature of their employment.

The primary purpose of the audit committee will be to discharge the responsibilities of the board of directors with respect to the corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee the independent registered public accounting firm. Specific responsibilities of the audit committee will include:

•        overseeing SEEQC’s accounting and financial reporting processes, systems of internal control, financial statement audits and the integrity of SEEQC’s financial statements;

•        managing the selection, engagement terms, fees, qualifications, independence, and performance of the registered public accounting firms engaged as SEEQC’s independent outside auditors for the purpose of preparing or issuing an audit report or performing audit services (the “Auditors”);

•        maintaining and fostering an open avenue of communication with SEEQC’s management, internal audit group (if any) and Auditors;

•        reviewing any reports or disclosures required by applicable law and stock exchange listing requirements;

•        overseeing the design, implementation, organization and performance of SEEQC’s internal audit function (if any);

•        helping the SEEQC Board oversee SEEQC’s legal and regulatory compliance, including risk assessment;

•        preparing the audit committee report required by the SEC to be included in SEEQC’s annual consent statement, and

•        providing regular reports and information to the SEEQC Board.

Compensation Committee

The compensation committee will consist of Marek Kiisa, Quentin Gallivan and Judy Bruner. The chair of the compensation committee will be Marek Kiisa. The SEEQC Board is expected to determine that each member of the compensation committee is independent under the Nasdaq listing standards and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The primary purpose of the compensation committee will be to discharge the responsibilities of the SEEQC Board in overseeing the compensation policies, plans and programs and to review and determine the compensation to be paid to executive officers, directors and other senior management, as appropriate. Specific responsibilities of the compensation committee will include:

•        helping the SEEQC Board oversee SEEQC’s compensation policies, plans and programs with a goal to attract, incentivize, retain and reward top quality executive management and employees;

•        reviewing and determining the compensation to be paid to SEEQC’s executive officers and directors;

•        when required, reviewing and discussing with management SEEQC’s compensation disclosures in the “Compensation Discussion and Analysis” section of SEEQC’s annual reports, registration statements, proxy statements or information statements filed with the SEC;

•        when required, preparing and reviewing the Committee report on executive compensation included in SEEQC’s annual proxy statement; and

•        reviewing and ensuring SEEQC’s talent management strategies are aligned to best practices and ensure SEEQC attracts, retains and develops top talent.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee will consist of Quentin Gallivan, Eric Rosenfeld and William J. Vass. The chair of the nominating and corporate governance committee will be Quentin Gallivan. The SEEQC Board is expected to determine that each member of the nominating and corporate governance committee is independent under the Nasdaq listing standards.

Specific responsibilities of the nominating and corporate governance committee will include:

•        helping the SEEQC Board oversee SEEQC’s corporate governance functions and develop, update as necessary and recommend to the SEEQC Board the governance principles applicable to SEEQC;

•        identifying, evaluating and recommending and communicating with candidates qualified to become SEEQC Board members or nominees for directors of the SEEQC Board consistent with criteria approved by the SEEQC Board; and

•        making other recommendations to the SEEQC Board relating to the directors of SEEQC.

Compensation Committee Interlocks and Insider Participation

None of the intended members of SEEQC’s compensation committee has ever been an executive officer or employee of SEEQC. None of SEEQC’s executive officers currently serve, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers that will serve as a member of SEEQC Board or compensation committee.

Code of Ethics

Following the consummation of the Merger, the SEEQC Board will adopt a Code of Business Conduct and Ethics, or the Code of Conduct, applicable to all of SEEQC’s employees, executive officers and directors. The Code of Conduct will be available at the investors section of SEEQC’s website at https://seeqc.com/investors. Information contained on or accessible through the website is not a part of this consent statement/prospectus, and the inclusion of the website address in this consent statement/prospectus is an inactive textual reference only. Any amendments to the Code of Conduct, or any waivers of its requirements, are expected to be disclosed on its website to the extent required by applicable rules and exchange requirements. The reference to SEEQC website address does not constitute incorporation by reference of the information contained at or available through SEEQC’s website, and you should not consider it to be a part of this consent statement/prospectus.

Limitation on Liability and Indemnification of Directors and Officers

The New SEEQC Charter, which will be effective upon consummation of the Merger, will limit directors’ liability to the fullest extent permitted under the DGCL. The DGCL provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:

•        for any transaction from which the director derives an improper personal benefit;

•        for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

•        for any unlawful payment of dividends or redemption of shares; or

•        for any breach of a director’s duty of loyalty to the corporation or its stockholders.

If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of the directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Delaware law and the New SEEQC Bylaws provide that SEEQC will, in certain situations, indemnify its directors and officers and may indemnify other employees and other agents, to the fullest extent permitted by law. Any indemnified person is also entitled, subject to certain limitations, to advancement, direct payment, or reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance of the final disposition of the proceeding.

In addition, SEEQC will enter into separate indemnification agreements with its directors and officers. These agreements, among other things, require SEEQC to indemnify its directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of its directors or officers or any other company or enterprise to which the person provides services at its request.

SEEQC plans to maintain a directors’ and officers’ insurance policy pursuant to which its directors and officers are insured against liability for actions taken in their capacities as directors and officers. SEEQC believes these provisions in the New SEEQC Charter and New SEEQC Bylaws and these indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or control persons, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

SOLICITATION OF WRITTEN CONSENTS

Allegro Stockholder Action by Written Consent

As discussed in this consent statement/prospectus, the Allegro Board is providing this consent statement/prospectus and the related consent solicitation materials to the Allegro Stockholders to solicit written consent to the adoption and approval of the Merger Agreement, and the approval of the transactions contemplated thereby, including the Merger. Such proposal is referred to herein as the Merger Proposal. For a summary of and detailed information regarding the Merger Proposal, see the information about the Merger and the Merger Agreement throughout this consent statement/prospectus, including the information set forth in sections titled “The Merger” beginning on page 118 and “The Merger Agreement” beginning on page 138. A copy of the Merger Agreement is attached as Annex A to this consent statement/prospectus and is incorporated herein by reference. You are urged to read carefully this consent statement/prospectus and the Merger Agreement in their entirety before providing your consent on this proposal.

Pursuant to the Merger Agreement, Allegro will merge with and into Merger Sub, with Allegro surviving the Merger. As a result of the Merger, Allegro will become a direct, wholly-owned subsidiary of SEEQC and the security holders of Allegro will become security holders of SEEQC.

Immediately prior to the Effective Time, all outstanding shares of SEEQC Preferred Stock will be mandatorily converted into shares of SEEQC Common Stock, in accordance with the SEEQC Charter as in effect immediately before the Effective Time. Such conversion is referred to herein as the SEEQC Preferred Stock Conversion. Immediately following the SEEQC Preferred Stock Conversion, but prior to the Effective Time, pursuant to an amendment to the SEEQC Charter, the outstanding shares of SEEQC Common Stock will be split in the SEEQC Stock Split, such that the holders of SEEQC Common Stock, as determined immediately following the SEEQC Preferred Stock Conversion but prior to the Effective Time, will hold, in the aggregate, 200,000,000 shares of SEEQC Common Stock, less the number of shares of SEEQC Common Stock issuable upon exercise, exchange or conversion of SEEQC’s derivative securities (after taking into account any adjustments to such securities as a result of the SEEQC Preferred Stock Conversion or the SEEQC Stock Split). The stock options and restricted stock units of SEEQC outstanding as of the Effective Time will remain outstanding, subject to adjustment as necessary based on the SEEQC Stock Split. The holders of SEEQC Common Stock and the holders of certain of SEEQC’s equity compensation awards, each as of immediately prior to the Effective Time (the “Earnout Recipients”), are entitled to receive up to 60,000,000 additional shares of SEEQC Common Stock if certain stock price conditions are met.

At the Effective Time, each share of Allegro Common Stock, and each Allegro Right, that is issued and outstanding immediately before the Effective Time (other than shares held by Allegro, SEEQC or their subsidiaries and shares as to which statutory dissenter’s rights have been exercised) will be canceled and converted into and become the right to receive one share of SEEQC Common Stock (multiplied by 1/10th in the case of the Allegro Rights). Certain of the holders of the Allegro founder shares have agreed to restrictions on transfer with respect to 23% of the shares of SEEQC Common Stock to be received by them in the Merger and issued upon conversion of the Allegro Warrants following the consummation of the Allegro Warrant Amendment (other than shares of SEEQC Common Stock to be received by them in respect of the private placement units purchased by the initial stockholders simultaneously with Allegro’s initial public offering), with such restrictions to be released if certain stock price conditions are met. These shares are referred to herein as the Restricted Shares. If any Restricted Shares have not been so released, then such shares will be forfeited by the initial stockholders of Allegro and cancelled by SEEQC.

For a summary of and detailed information regarding the merger consideration, see “The Merger Agreement and Ancillary Documents — The Merger Agreement — General Description” beginning on page 138 of this consent statement/prospectus.

Record Date

The record date to determine the Allegro Stockholders entitled to notice of this solicitation of written consent and to execute and deliver a written consent is the close of business on June 12, 2026. The record date was established by the Allegro Board as permitted by the DGCL.

Only stockholders of record of Allegro on the record date will be notified of and be entitled to execute and deliver a written consent. On the record date, 4,110,000 shares of Allegro Common Stock were outstanding and eligible to consent with respect to the Merger Proposal. Under the Allegro’s Charter, each holder of Allegro Common Stock is entitled to one vote for each share of common stock held of record.

Consent Required

Approval is required from the holders of at least a majority of the issued and outstanding shares of Allegro Common Stock to approve the Merger Proposal.

SEEQC, Allegro and certain of the initial stockholders of Allegro entered into the Allegro Support Agreement, pursuant to which they agreed to vote or cause to be voted all shares of Allegro Common Stock beneficially held by them (i) in favor of all proposals necessary to effectuate the Transactions, such as the Merger Proposal; and (ii) against (x) any proposal or offer from any other person (other than SEEQC or its affiliates) with respect to certain competing transactions; and (y) any action, proposal, transaction, or agreement that could reasonably be expected to materially impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions or the fulfillment of Allegro’s obligations under the Merger Agreement or change in any manner the voting rights of any class of shares of Allegro (other than as contemplated by the Merger Agreement).

As of the close of business on the record date, the initial stockholders of Allegro who are party to the Allegro Support Agreement collectively beneficially owned 2,917,938 shares of Allegro Common Stock, which represent, in the aggregate, approximately 71.00% of the Allegro Common Stock outstanding and entitled to vote on that date, which is sufficient for approval of the Merger Proposal.

Consummation of the Merger and completion of the Allegro Warrant Amendment are conditioned upon receipt of sufficient written consents to approve the Merger Proposal. Consummation of the Merger is not conditioned upon receipt of sufficient written consents to approve the Allegro Warrant Amendment.

Submission of Consents

You may consent to the Merger Proposal with respect to your shares of Allegro Common Stock by completing and signing the Allegro Stockholder Written Consent furnished with this consent statement/prospectus and returning it to Allegro on or before July     , 2026, the date the Allegro Board has set as the targeted final date for receipt of written consents. Allegro reserves the right to extend the final date for receipt of written consents beyond July     , 2026 in the event that consents approving the Merger Proposal have not been obtained by that date from holders of a sufficient number of shares of Allegro Common Stock. Any such extension may be made without notice to Allegro Stockholders. Once all conditions to the Merger have been satisfied or waived, the consent solicitation will conclude.

If you hold shares of Allegro Common Stock as of the record date and you wish to give your written consent to the Merger Proposal, you must complete the enclosed written consent of stockholder, date and sign it, and promptly return it to Allegro. Once you have completed, dated and signed the written consent, you may deliver it to Allegro by emailing a .pdf copy of your written consent to proxy@mackenziepartners.com, or by mailing your written consent in the pre-addressed postage paid envelope provided.

If your shares of Allegro Common Stock are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the Allegro Common Stock you beneficially own are properly counted.

Executing Consents; Revocation of Consents

You may execute the Allegro Stockholder Written Consent to approve the Merger Proposal (which is equivalent to a vote for the Merger Proposal) or disapprove the Merger Proposal (which is equivalent to a vote against the Merger Proposal). If you do not return your executed written consent, it will have the same effect as a vote against the Merger Proposal. If you are a record holder and you return an executed written consent without indicating your decision on the Merger Proposal, you will be deemed to have given your consent to approve the Merger Proposal.

Your written consent to the Merger Proposal, as evidenced by your signing and returning the signature page of the enclosed written consent, may not be changed or revoked once it is received by Allegro.

Appraisal Rights

An Allegro Stockholder will have the right to seek appraisal of the fair value of such stockholder’s shares of Allegro Common Stock if the Merger is completed, in lieu of receiving the per share merger consideration, but only if such Allegro Stockholder does not sign and return a written consent to the Merger Proposal and otherwise complies with the procedures of Section 262 of the DGCL, which is the appraisal rights statute applicable to Delaware corporations. Following Allegro’s receipt of sufficient written consents to adopt the Merger Agreement, Allegro will send a Notice of Appraisal Rights to all Allegro Stockholders (including beneficial owners of shares of Allegro Common Stock) who satisfy the applicable statutory conditions. An Allegro Stockholder electing to exercise his, her or its appraisal rights will need to take action at that time, in response to that notice. However, a description of the appraisal rights is being provided to all Allegro Stockholders now so they can determine whether they wish to preserve their ability to demand appraisal rights in the future. These appraisal rights are summarized elsewhere in the consent statement/prospectus. Pursuant to the Allegro Support Agreement, certain of the initial stockholders of Allegro agreed to waive any appraisal or dissenters’ rights under applicable law and not to exercise any right to redeem shares of capital stock of Allegro.

Solicitation of Consents; Expenses

The expense of preparing, printing and mailing this consent statement/prospectus is being borne by Allegro. Allegro’s officers and employees may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular salaries but no special compensation for soliciting consents.

Recommendation of the Allegro Board

The Allegro Board recommends that Allegro Stockholders approve the Merger Proposal by executing and delivering the Allegro Stockholder Written Consent furnished with this consent statement/prospectus. The Allegro Board believes the Merger and the terms and provisions of the Merger Agreement are advisable and fair to and in the best interests of Allegro and its stockholders. See the section titled “The Merger — Approval of the Allegro Board and Reasons for the Merger” beginning on page 127 of this joint proxy and consent solicitation statement/prospectus.

Allegro Warrant Holder Action by Written Consent

As discussed in this consent statement/prospectus, the Allegro Board is providing this consent statement/prospectus and the related consent solicitation materials to the Allegro Warrant Holders to solicit written consent to the adoption of an amendment to the Allegro Warrants, so that, immediately prior to the Effective Time, each of the issued and outstanding Allegro Warrants will automatically convert into the right to receive 0.1 of a share of SEEQC Common Stock. Such amendment is referred to herein as the Allegro Warrant Amendment. A copy of the Allegro Warrant Amendment is attached hereto as Annex B, and is incorporated herein by reference. You are urged to read carefully this consent statement/prospectus and the Allegro Warrant Amendment in their entirety before providing your consent to this amendment.

Pursuant to the Warrant Amendment, immediately prior to the Effective Time, each of the issued and outstanding Allegro Warrants automatically will convert into the right to 0.1 of a share of SEEQC Common Stock, subject to equitable adjustment to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into SEEQC Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the SEEQC Common Stock occurring on or after the date hereof (other than the SEEQC Preferred Stock Conversion and the SEEQC Stock Split), with such amount reflecting a value of $5.00 per share of SEEQC Common Stock, without the payment of any additional consideration.

Record Date

The record date to determine the Allegro Warrant Holders entitled to notice of this solicitation of written consent and to execute and deliver a written consent is the close of business on June 12, 2026. The record date was established by the Allegro Board in accordance with applicable law.

Only warrant holders of record of Allegro on the record date will be notified of and be entitled to execute and deliver a written consent. On the record date, 15,322,500 Allegro Warrants were outstanding and eligible to consent with respect to the Allegro Warrant Amendment. Under the Allegro Warrant Agreement, each holder of Allegro Warrants is entitled to one vote for each Allegro Warrant held of record.

Consent Required

Approval of the Allegro Warrant Amendment requires the written consent of holders of at least sixty-five percent (65%) of the Allegro Warrants.

SEEQC and Allegro entered into the Allegro Support Agreement with certain of the initial stockholders of Allegro and the Allegro Warrant Support Agreement with certain Allegro Warrant Holders, pursuant to which such stockholders and warrant holders agreed to vote or cause to be voted all Allegro Warrants beneficially held by them in favor of Allegro Warrant Amendment.

As of the close of business on the record date, the initial stockholders of Allegro who are party to the Allegro Support Agreement and the Allegro Warrant Holders who are party to the Allegro Warrant Agreement collectively beneficially owned, in the aggregate, approximately 48.8% of the Allegro Warrants outstanding and entitled to vote on that date.

Completion of the Allegro Warrant Amendment is conditioned upon receipt of sufficient written consents to approve the Merger Proposal. Consummation of the Merger is not conditioned upon receipt of sufficient written consents to approve the Allegro Warrant Amendment.

Submission of Consents

You may consent to the Allegro Warrant Amendment with respect to your Allegro Warrants by completing and signing the Allegro Warrant Holder Written Consent furnished with this consent statement/prospectus and returning it to Allegro on or before July     , 2026, the date the Allegro Board has set as the targeted final date for receipt of written consents. Allegro reserves the right to extend the final date for receipt of written consents beyond July     , 2026 in the event that consents approving the Allegro Warrant Amendment have not been obtained by that date from holders of a sufficient number of Allegro Warrants. Any such extension may be made without notice to Allegro Warrant Holders.

If you hold Allegro Warrants as of the record date and you wish to give your written consent to the Allegro Warrant Amendment, you must complete the enclosed Allegro Warrant Holder Written Consent, date and sign it, and promptly return it to Allegro. Once you have completed, dated and signed the written consent, you may deliver it to Allegro by emailing a .pdf copy of your written consent to proxy@mackenziepartners.com, or by mailing your written consent in the pre-addressed postage paid envelope provided.

If your Allegro Warrants are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the Allegro Warrants you beneficially own are properly counted.

Executing Consents; Revocation of Consents

You may execute a written consent of warrant holders to approve the Allegro Warrant Amendment (which is equivalent to a vote for the Allegro Warrant Amendment) or disapprove the Allegro Warrant Amendment (which is equivalent to a vote against the Allegro Warrant Amendment). If you do not return your executed written consent, it will have the same effect as a vote against the Allegro Warrant Amendment. If you are a record holder and you return an executed written consent without indicating your decision on the Allegro Warrant Amendment, you will be deemed to have given your consent to approve the Allegro Warrant Amendment.

Your written consent to the Allegro Warrant Amendment, as evidenced by your signing and returning the signature page of the enclosed written consent, may not be changed or revoked once it is received by Allegro.

Appraisal Rights

Allegro Warrant Holders do not have appraisal or similar rights under the Allegro Warrant Agreement or applicable law in connection with the Allegro Warrant Amendment.

THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this consent statement/prospectus as Annex A and incorporated by reference herein in its entirety. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Effects of the Merger

Pursuant to the Merger Agreement, Allegro will merge with and into Merger Sub, with Allegro surviving the merger (the “Merger”). As a result of the Merger, Allegro will become a direct, wholly-owned subsidiary of SEEQC and the security holders of Allegro will become security holders of SEEQC.

Background of the Merger

On July 6, 2018, Allegro consummated its initial public offering (“IPO”) of 14,950,000 units (“Units” and, with respect to the common stock included in the Units offered, the “Public Shares”), including 1,950,000 Units issued pursuant to the exercise in full of the underwriters’ overallotment option, generating gross proceeds of $149,500,000. Simultaneously with the closing of the IPO, Allegro consummated the sale of 372,500 units (“Private Units”), at a price of $10.00 per Private Unit, in a private placement to certain of the initial stockholders, Cantor Fitzgerald & Co. and Chardan Capital Markets LLC (collectively, the “Insiders”), generating gross proceeds of $3,725,000.

Promptly following the IPO, Allegro’s officers and directors contacted several investment banks, private equity firms, consulting firms, legal and accounting firms, and numerous other business relationships.

Between July 2018 and September 2019, Allegro identified and reviewed information with respect to over 50 private companies and ultimately entered substantial discussions with 16 of these companies regarding, among other things, the type and amount of consideration to be provided relative to a potential transaction. Allegro ultimately issued 13 letters of intent. Of these, four letters of intent were fully executed by Allegro and its potential merger targets.

On September 16, 2019, Allegro signed a Letter of Intent with TriArtisan Partners and a U.S.-based restaurant chain in which Allegro would merge with the restaurant chain. On November 8, 2019, following significant discussions between the parties and negotiation of documents relating to such transaction, a merger agreement between Allegro and the restaurant chain was executed and the transaction was publicly announced.

On March 31, 2020, because of the COVID-19 pandemic and the closure of all of the chain’s restaurants, the parties mutually determined, due to extraordinary market conditions and the failure to meet necessary closing conditions, to terminate the merger agreement between the parties.

On March 31, 2020, Allegro commenced the process of dissolving and liquidating its trust account, in accordance with the Allegro Charter. Since such date, Allegro has operated as an SEC reporting company, although it does not trade on any exchange.

On April 21, 2020, pursuant to the Allegro Charter, all of Allegro’s outstanding Public Shares were redeemed at a per share redemption price of approximately $10.30 per Public Share. Following such redemption, there were no funds remaining in the trust account.

Between April 21, 2020 and August 5, 2025, Allegro identified and reviewed information with respect to approximately 29 private companies and ultimately entered substantial discussions with 18 of these companies regarding, among other things, the type and amount of consideration to be provided relative to a potential transaction. Allegro ultimately issued four letters of intent, of which one was fully executed by Allegro and its potential merger partner. The negotiations with each of these potential merger partners are summarized below.

Negations with Partner 1

Allegro submitted its first letter of intent with a U.S. auction house. On February 17, 2021, Eric Rosenfeld, Allegro’s Chief Executive Officer, sent an email to the potential partner introducing Allegro. Subsequently, a nondisclosure agreement was executed between the parties. Allegro requested, and received, financial information and a presentation describing the business of such partner. Following several meetings between Allegro and the merger partner, Allegro submitted a letter of intent in April 2021. After several weeks of further discussion, the partner

notified Allegro that it had determined not to pursue the transaction further. In January 2022, Allegro had additional discussions with the merger partner to receive an update on the recent operating performance of the business. At this time, the merger partner reiterated to Allegro that it did not wish to pursue a transaction with Allegro.

Negotiations with Partner 2

On January 20, 2022, Gregory Monahan, a consultant to Allegro, received an email from an investment banker representing a company that developed an autonomous delivery vehicle concept. On January 24, 2022, Mr. Monahan met with a member of the company’s management team. Subsequently, a nondisclosure agreement was executed between the parties. After the execution of the nondisclosure agreement, the merger partner provided Allegro with due diligence materials. On February 7, 2022, Allegro submitted a letter of intent to such partner. After further discussions between Allegro and the partner, Allegro management concluded that the transaction was no longer in the best interest of Allegro’s stockholders and terminated discussions in late February 2022.

Negations with Partner 3

On June 11, 2025, Ehsan Ehsani and Shahrez Nadeem, consultants to Allegro, met with an investment banker representing a national provider of office food solutions. Subsequently, Allegro and the partner company executed a nondisclosure agreement. After several meetings between Allegro and the merger partner, Allegro submitted a draft of the proposed letter of intent on August 25, 2025. After several additional discussions, Allegro terminated discussions with the company in September 2025 to focus on the potential SEEQC transaction.

Negotiations between Allegro and SEEQC

On August 5, 2025, Lorne Abony, an advisor to SEEQC, emailed Eric Rosenfeld offering to make an introduction to SEEQC and its Chief Executive Officer, John Levy.

On August 8, 2025, a videoconference meeting was held among Messrs. Rosenfeld and Monahan from Allegro, Adam Jaffe, Allegro’s Chief Financial Officer, and Messrs. Abony and Levy from SEEQC. During the call, Mr. Levy detailed SEEQC’s business, organization structure, and go-to-market strategy.

On August 11, 2025, Allegro and SEEQC executed a non-disclosure agreement. After executing the non-disclosure agreement, SEEQC provided Messrs. Rosenfeld, Jaffe, Monahan and certain affiliates of Allegro with access to a virtual data room containing material agreements and documents relating to SEEQC.

On August 13, 2025, Mr. Rosenfeld submitted a non-binding letter of intent (“SEEQC LOI” or “Initial LOI”) to Messrs. Levy and Abony. The Initial LOI proposed that Allegro would complete a merger with SEEQC, whereby Allegro would issue shares and contingent shares to the current SEEQC Stockholders in return for 100% of the equity of SEEQC. The SEEQC LOI further stipulated that the proposed equity consideration would consist of $1,500,000,000 of Allegro Common Stock at closing, priced at $5.00 per share, and up to an additional $150,000,000 of stock-based contingent consideration, priced at $5.00 per share. The contingent consideration included three distinct earnout goals, payable at the end of 2026, 2027 and 2028, based on a metric that was to be determined in the future. Further, the SEEQC LOI noted that the parties would work collaboratively to raise financing in a private investment in public equity (“PIPE”) financing prior to the execution of a merger agreement. The SEEQC LOI also called for the creation of an incentive equity plan reserving 5% of SEEQC’s outstanding shares at closing. In addition, the SEEQC LOI stipulated that the continuing board of directors would be comprised of seven members, two of whom would be appointed by Allegro and five of whom would be appointed by SEEQC. The Initial LOI included a mutual exclusivity provision.

On August 20, 2025, Messrs. Rosenfeld, Abony and Levy exchanged emails seeking to coordinate a videoconference call with BTIG, LLC (“BTIG”), Allegro’s investment banker, to gauge potential investors’ views on valuation for SEEQC.

On August 25, 2025, Messrs. Rosenfeld, Jaffe and Monahan from Allegro, Mr. Levy from SEEQC and representatives of BTIG held a videoconference meeting. During the call, Mr. Levy provided an overview of the quantum industry, a detailed description of SEEQC’s business and its technology and an overview of its critical intellectual property and partnerships.

On September 2, 2025, Messrs. Rosenfeld, Jaffe, Monahan from Allegro and Bajpai and Kovary from BTIG met with Mr. Levy and Matthew Hutchings from SEEQC, at SEEQC’s headquarters in Westchester, New York. Messrs. Levy and Hutchings provided the participants with a presentation regarding SEEQC’s business and provided a tour of the facilities. Discussion ensued about the quantum industry in general and various quantum companies, as well as SEEQC’s business operations, its partnerships, current capitalization and recent financing rounds.

On September 8, 2025, Messrs. Levy, Abony, Rosenfeld, Jaffe, Monahan, Raja Bal, the current Chief Financial Officer of SEEQC, and representatives of BTIG held a videoconference meeting to discuss the likelihood of successfully raising a PIPE for SEEQC. The participants also discussed the steps required to raise the PIPE and subsequently consummate the transaction with Allegro. Additionally, input regarding an investor presentation was solicited and feedback was given. After this call, Messrs. Abony and Levy notified Mr. Rosenfeld that SEEQC would like to schedule meetings with potential investors in the coming week.

Between September 9, 2025 and September 18, 2025, numerous emails were exchanged between BTIG, SEEQC and Allegro to finalize the investor presentation and coordinate schedules so that investor meetings could be coordinated. BTIG commenced setting up meetings beginning on September 19, 2025. Additionally on September 17, 2025, representatives of BTIG provided SEEQC with an Advisory Agreement, which was executed on September 22, 2025.

On September 17, 2025, Messrs. Monahan, Jaffe, Rosenfeld, Levy, Abony and representatives from BTIG held a videoconference meeting to get an update on the PIPE process. Representatives of BTIG provided an update on the latest status of the investor presentation and on the progress of scheduling investor meetings.

On September 21, 2025, Messrs. Monahan and Rosenfeld from Allegro, Jeffrey M. Gallant of Graubard Miller, counsel to Allegro, Douglas Ellenoff of Ellenoff Grossman & Schole LLP, counsel to BTIG, and Elliott Smith of Perkins Coie LLP, counsel to SEEQC, and representatives of BTIG held a videoconference meeting with Messrs. Levy and Abony from SEEQC to discuss the benefits and disadvantages of accessing the public markets via a traditional initial public offering compared to a merger with a SPAC compared to a transaction with Allegro, the certainty related to raising a PIPE and SEEQC’s valuation. Following this meeting, it was determined that BTIG would begin setting up additional meetings with potential investors.

Beginning on September 22, 2025 and continuing through October 9, 2025, representatives of BTIG and SEEQC held preliminary meetings with potential PIPE investors to gauge investors’ potential interest in, and the proposed valuation of, SEEQC.

On October 5, 2025, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Stephen Alicanti of DLA Piper LLP (US) (“DLA Piper”), counsel to SEEQC, and representatives of BTIG held a videoconference meeting. Messrs. Levy and Bal, along with representatives of BTIG, provided an update regarding recent and upcoming PIPE meetings.

Beginning on October 9, 2025 and continuing through November 1, 2025, numerous emails between representatives of BTIG and SEEQC regarding an engagement letter between SEEQC and BTIG regarding the PIPE (“BTIG Engagement Letter”) were exchanged. The BTIG Engagement Letter was signed on October 30, 2025.

On October 9, 2025, Messrs. Rosenfeld, Monahan, Levy, Bal, Gallant and Alicanti held a videoconference meeting. A preliminary plan for raising a PIPE, priced at $5.00 per share, and a public offering, priced at between $5.00 and $7.00 per share, was discussed. The parties also discussed the state of SEEQC’s PCAOB financials. Questions regarding the certainty of financing and the possibility of adding another bank to the transaction were discussed.

On October 12, 2025, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Alicanti and representatives of BTIG held a videoconference meeting. Mr. Levy led a discussion about the projected timeline, the preliminary PIPE structure, the SEC filing requirements, the timeline for finalizing the PCAOB compliant financials, the status of the investor presentation and the status of an updated LOI between SEEQC and Allegro. In addition, BTIG provided an update on other workstreams required to complete a PIPE transaction, including investor diligence and company preparedness.

Beginning on October 12, 2025 and continuing through October 26, 2025, Allegro and SEEQC exchanged several emails regarding an updated version of the Initial LOI.

On October 15, 2025, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Alicanti and representatives of BTIG held a videoconference meeting. During the call Mr. Levy and representatives of BTIG led a discussion regarding the status of the PIPE meetings. In addition, the group was updated on the status of the negotiations regarding an update to the Initial LOI.

On October 17, 2025, SEEQC sent Allegro a revised draft of the Initial LOI (“Second Draft LOI”). The Second Draft LOI proposed that SEEQC shareholders would receive equity consideration consisting of $1,000,000,000 of Allegro common stock at closing, priced at $5.00 per share, and up to an additional $300,000,000 of stock-based contingent consideration, priced at $5.00 per share. The contingent consideration included three distinct earnout goals, payable at the end of 2026, 2027 and 2028, based on a metric that was to be determined in the future. The Second Draft LOI continued to propose that Allegro and SEEQC would seek to raise funds in a PIPE financing concurrent with the closing. It also proposed that the parties collaborate to discuss and execute a strategy relating to Allegro’s outstanding warrants. The Second Draft LOI stipulated that the continuing board of directors would be comprised of individuals designated by SEEQC and that SEEQC would consider one independent director mutually agreed to by Allegro and SEEQC. The Second Draft LOI proposed that an incentive equity plan would be established reserving 12.5% of SEEQC outstanding shares at closing with a 5% evergreen provision.

On October 18, 2025, Allegro sent SEEQC a further revised draft letter of intent (“Third Draft LOI”). The Third Draft LOI proposed that Allegro would appoint two directors to the board of the continuing company. In addition, it proposed that Allegro would use commercially reasonable efforts to limit Allegro’s expenses through closing of the transaction.

On October 19, 2025, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Alicanti and representatives of BTIG held a videoconference meeting. Mr. Levy, along with representatives of BTIG, led a discussion about the status of the PIPE meetings. Mr. Levy further led a discussion on the status of the Third Draft LOI.

On October 21, 2025, SEEQC sent Allegro a further revised draft letter of intent (“Fourth Draft LOI”). The Fourth Draft LOI proposed that Allegro forfeit 1,868,750 founder shares and subject 1,027,500 shares to the same earnout provisions as certain of SEEQC’s shares would be subject. In addition, SEEQC proposed that Allegro appoint one director to the board of the continuing company. It also included a $2,000,000 estimate of Allegro’s expenses, along with a breakdown of the estimated expenses.

On October 23, 2025, Allegro sent SEEQC a furth revised draft letter of intent (“Final LOI”). The Final LOI removed the section which proposed that Allegro would forfeit 1,868,750 founder shares and subject 1,027,500 shares to the same earnout provisions as SEEQC. In addition, SEEQC proposed that Allegro appoint two directors to the board of the continuing company, one of whom SEEQC could request to resign from the board after one year. It also proposed that 50% of Allegro’s outstanding indebtedness would be converted into stock of the surviving company.

On October 24, 2025, Graubard Miller was requested by Allegro to begin formal legal due diligence on SEEQC and to prepare documentation for the proposed transaction and the related proxy statement.

On October 26, 2025, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Alicanti and representatives of BTIG held a videoconference meeting. Mr. Levy, along with representatives of BTIG, led a discussion about the status of the PIPE meetings. Mr. Levy further led a discussion on the status of the Final LOI.

On October 26, 2025, after minor, non-substantive revisions, the Final LOI was executed by Allegro and SEEQC.

On October 30, 2025, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Alicanti and representatives of BTIG held a videoconference meeting. Messrs. Levy and Bal provided an update on the cross-over financing and expected size and valuation. Representatives from BTIG stated their intention to schedule on-site meetings at SEEQC headquarters, and Messrs. Levy and Bal provided BTIG with dates that they could accommodate these meetings.

On November 3, 2025, members of Allegro’s board, including Messrs. Semler, Sgro, Deluce and Schauerman, held an audit committee video conference meeting. Other attendees included Messrs. Rosenfeld, Jaffe, Monahan and Mr. Hudgens from Hudgens CPA, Allegro’s auditors. Mr. Rosenfeld provided the attendees with an update on the SEEQC transaction, including the key terms of the Final LOI, as well as the status of meetings with potential PIPE investors.

On November 4, 2025, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Alicanti and representatives of BTIG held a videoconference meeting. Mr. Levy, along with representatives of BTIG, led a discussion regarding the status of the PIPE investor meetings and next steps in the transaction including drafting and finalizing the Merger Agreement, finalizing the PIPE Investment, receiving updated PCAOB compliant financials for SEEQC and required SEC filings.

On November 5, 2025, Mr. Monahan provided Messrs. Levy and Bal with a supplemental diligence request list and Mr. Bal indicated the requested documents would be provided as soon as possible.

On November 7, 2025, Mr. Monahan provided Messrs. Levy and Bal with a list of due diligence questions that were to be discussed at a scheduled due diligence meeting on November 11, 2025. Later that evening, Messrs. Bal and Monahan had a telephone conversation to clarify questions Mr. Bal had regarding the list of due diligence questions.

On November 10, 2025, Mr. Gallant from Graubard Miller provided DLA Piper and SEEQC with an initial draft of the Merger Agreement.

On November 10, 2025, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Alicanti and representatives of BTIG held a videoconference meeting. Mr. Levy led a discussion regarding the status and potential timing of signing the Merger Agreement. Representatives of BTIG provided an update regarding potential PIPE investors and discussed the required documentation needed to finalize the PIPE Investment. In addition, Messrs. Levy and Bal provided an update on SEEQC’s business and upcoming operational milestones that it planned to meet.

On November 11, 2025, Messrs. Rosenfeld, Jaffe, Monahan, Ehsani and Nadeem from Allegro, Messrs. Levy, Bal and Hutchings from SEEQC and representatives from Graubard Miller held a videoconference meeting to discuss the list of due diligence questions specifically regarding SEEQC’s technology and the financial model. Messrs. Levy, Bal and Hutchings led a discussion about the quantum industry, SEEQC’s strength compared to other quantum companies, the financial profile including required capital requirements, partnerships, and SEEQC’s perspective on firmware and software solutions while addressing the questions previously sent.

On November 13, 2025, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Alicanti and representatives of each of BTIG and Centerview, financial advisor to SEEQC, held a videoconference meeting. Mr. Levy, along with representatives from BTIG, provided an update on the status of the merger agreement and the subscription documents. BTIG also provided an update regarding the PIPE process.

On November 13, 2025, Messrs. Rosenfeld, Jaffe, Sgro, Monahan, Ehsani and Nadeem from Allegro, Messrs. Levy, Bal, Hutchings and Mukhanov from SEEQC, as well as representatives from each of Centerview, BTIG and Graubard Miller held a second videoconference meeting to discuss the list of due diligence questions, specifically regarding SEEQC’s intellectual property portfolio and the competitive landscape. Messrs. Levy, Bal, Hutchings and Mukhanov answered questions about SEEQC’s intellectual property, SEEQC’s patent portfolio and its partnerships.

On November 19, 2025, Messrs. Rosenfeld, Jaffe, Sgro, Monahan, Ehsani and Nadeem from Allegro, Messrs. Levy, Bal, Hutchings and Frybouriaux from SEEQC, as well as representatives from each of Centerview, BTIG and Graubard Miller held a third videoconference meeting to discuss the list of due diligence questions, specifically regarding the software developed by SEEQC including an overview of its functionality and how it was used to supplement SEEQC’s chip technology.

On November 19, 2025, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Alicanti and representatives of each of BTIG and Centerview held a videoconference meeting. A discussion was held regarding an update on the status of the merger agreement, the status of Allegro’s due diligence, the requirements for listing on a national securities exchange and the status of SEEQC’s PCAOB financials. BTIG also provided an update on the PIPE.

On November 20, 2025, Allegro and SEEQC executed Amendment No.1 to the Final LOI dated October 24, 2025, which extended the mutual exclusivity period until December 23, 2025.

On November 21, 2025, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Alicanti and representatives of each of BTIG and Centerview held a videoconference meeting. Mr. Levy led a discussion about the securities exchange listing standards, potential warrant exchange, the status of the merger agreement and the investor presentation.

On November 25, 2025, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Alicanti and representatives of each of BTIG and Centerview held a videoconference meeting. BTIG updated the group on the status of the PIPE and provided feedback received from potential investors as well as providing an update on the upcoming strategy for marketing the PIPE to potential investors.

On November 26, 2025, DLA Piper sent the first revised draft of the proposed Merger Agreement to Graubard Miller. This revised draft included revisions to each party’s representations and warranties, changes in the conversion of certain securities, modifications of the contingent consideration, changes to each party’s additional agreements and revisions to the termination provisions, amongst other things.

On November 26, 2025, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Alicanti and representatives of each of BTIG and Centerview held a videoconference meeting. Representatives of BTIG and Mr. Abony provided an update on calls they held with prospective investors and feedback that they provided regarding pricing, registration rights and structure of the transaction.

On November 28, 2025, Messrs. Rosenfeld, Jaffe, Monahan, Levy and Bal held a videoconference meeting to discuss the earnout provisions that would be contained in the Merger Agreement.

On December 1, 2025, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal and representatives of BTIG held a follow-up videoconference meeting to discuss BTIG’s perspective regarding what earn-out metrics would be best received by potential investors. It was determined that the earnout metrics would be based on stock price targets over a one-, two- and three-year period.

On December 2, 2025, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Alicanti and representatives of each of BTIG and Centerview held a videoconference meeting. Representatives of BTIG led a discussion regarding the status of the PIPE meetings and provided further investor feedback. Messrs. Levy and Bal subsequently led a discussion about the status of the merger agreement and the status of the PCAOB audit.

On December 4, 2025, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Alicanti and representatives of each of BTIG and Centerview held a videoconference meeting. BTIG led a discussion regarding the status of the PIPE meetings and provided further investor feedback.

On December 5, 2025, Graubard Miller sent a revised draft of the proposed Merger Agreement to DLA Piper. This second revised draft included revisions to each party’s representations and warranties, modifications to the contingent consideration, inclusion of director and officer insurance, including a “tail” policy, modifications to the board composition and revisions to the termination provision, amongst other changes.

On December 9, 2025, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Alicanti and representatives of each of BTIG and Centerview held a videoconference meeting. BTIG led a discussion regarding the status of the PIPE and provided further investor feedback.

On December 11, 2025, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Alicanti and representatives of each of BTIG and Centerview held a videoconference meeting. BTIG led a discussion regarding the status of the PIPE and provided further investor feedback.

On December 11, 2025, DLA Piper sent another revised draft of the proposed Merger Agreement to Graubard Miller. This revised draft included revisions to each party’s representations and warranties, revisions to the contingent consideration, inclusion of a limit on Allegro’s indebtedness at closing and revisions to the termination provision, amongst other changes.

On December 12, 2025, Graubard Miller sent another revised draft of the proposed Merger Agreement to DLA Piper. The revised merger agreement included revisions to each party’s representations and warranties, modification to Allegro’s warrant conversion, removal of a limit on Allegro’s indebtedness at closing, inclusion of good faith efforts to minimize Allegro’s indebtedness at closing and revisions to the termination provision, amongst other changes.

From December 15, 2025 until December 22, 2025, Allegro and SEEQC exchanged emails and held several phone calls to discuss various open items on the merger agreement including the composition of the board of the continuing company, the termination provision, subjecting a percentage of Allegro’s founder shares to the same earnout provisions that SEEQC is subject to, the implementation of a cap on expenses incurred by Allegro, the potential of a warrant exchange and the mechanics associated with such an exchange.

On December 16, 2025, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Alicanti and representatives of each of BTIG and Centerview held a videoconference meeting. BTIG led a discussion regarding the status of the PIPE Investment, including investor feedback and an overview of required documentation. A discussion about the timing of the subscription documents, the Merger Agreement, the warrants and a potential warrant exchange and timing was discussed

On December 17, 2025, DLA Piper sent another revised draft of the proposed Merger Agreement to Graubard Miller. This revised draft included revisions to the earnout targets, modification to the vesting schedule for the founder shares, revisions to each party’s representations and warranties, inclusion of a limit on Allegro’s indebtedness at closing, the composition of the surviving continuing board of directors, modifications to the warrant exchange provision and revisions to termination provision, amongst other changes.

On December 18, 2025, Mr. Rosenfeld and Mr. Levy had a telephone conversation to discuss the Merger Agreement. After the telephone call, Graubard Miller sent another revised draft of the proposed Merger Agreement to DLA Piper. This revised draft included revisions to the earnout provisions, the composition of the continuing board of directors, the warrant exchange and termination provision, amongst other changes.

On December 18, 2025, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Alicanti and representatives of each of BTIG and Centerview held a videoconference meeting. Mr. Levy commenced the meeting by providing a business update. Representatives from BTIG updated the group on recent PIPE investor meetings, the status of the documentation relating to the PIPE and the size of the PIPE. A discussion about the status of the Merger Agreement, timing of the audited financials and the potential timing of the required SEC filings was also had.

On December 22, 2025, DLA Piper sent another revised draft of the proposed Merger Agreement to Graubard Miller. This revised draft included changes to the restrictions on the founder shares and revisions to the proposed warrant amendment, amongst other changes.

On December 22, 2025, Graubard Miller sent another revised draft of the proposed Merger Agreement to DLA Piper. This revised draft included minor revisions to the board composition of the continuing company and to the proposed warrant amendment.

On December 22, 2025, Allegro and SEEQC executed Amendment No.2 to the Final LOI dated October 24, 2025, extending the mutual exclusivity period until January 23, 2026.

On December 26, 2025, DLA Piper sent another revised draft of the proposed Merger Agreement to Graubard Miller. This revised draft included revisions to the composition of the continuing board of directors.

Between December 26, 2025 and January 13, 2026, Allegro and SEEQC exchanged emails finalizing the required disclosure schedules and ancillary agreements to the Merger Agreement.

On December 26, 2025, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Alicanti and representatives of each of BTIG and Centerview held a videoconference meeting. BTIG provided an update regarding the status of the PIPE Investment. Messrs. Levy and Bal led a discussion about the status of the PCAOB financials and discussed the timeline for the required SEC filings.

On January 6, 2026, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Alicanti and representatives of each of BTIG and Centerview held a videoconference meeting. Mr. Levy provided the group with an update regarding partnerships and business operations. Mr. Alicanti and Gallant provided an update on the merger agreement and the required schedules and ancillary documents. Representatives of BTIG then provided an update on the PIPE as well as timing expectations for closing.

On January 9, 2026, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Alicanti and representatives of each of BTIG and Centerview held a videoconference meeting. Mr. Levy, along with representatives of BTIG, led a discussion about the status of finalizing the PIPE and provided additional investor feedback.

On January 12, 2026, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Alicanti and representatives of each of BTIG and Centerview held a videoconference meeting. Mr. Levy, along with representatives of BTIG, provided an update regarding the timing of the closing of the PIPE as well as the timing on the press release and receiving required documentation including subscription agreements.

On January 13, 2026, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Alicanti and representatives of each of BTIG and Centerview held a videoconference meeting. Mr. Levy, along with representatives of BTIG, provided an update on the timing of the closing of the PIPE Investment.

On January 13, 2026, the Allegro Board met to receive an update on the proposed Merger with SEEQC and to take action to approve the Merger Agreement. Also present were Mr. Monahan, Ehsani and Nadeem as well as Mr. Gallant and Eric T. Schwartz of Graubard Miller. Prior to the meeting, the Board received a copy of the most recent draft of the Merger Agreement, copies of the related transaction agreements and certain other documents. Mr. Rosenfeld advised the Allegro Board that the negotiations were nearly complete and, assuming Board approval, each party intended to sign the Merger Agreement as soon as practicable. Mr. Gallant then reviewed the material terms of the Merger Agreement with the Board and summarized certain timing matters and SEC filings that would be undertaken by Allegro in connection with the proposed Merger. After further discussion, the Allegro Board unanimously voted that the Merger Agreement and the proposed Merger were advisable and in the best interests of Allegro and its stockholders, and approved the form, terms and provisions of, and the transactions contemplated by, the Merger Agreement, including the matters to be submitted to Allegro’s shareholders, and authorized Allegro to enter into the Merger Agreement and the related transaction documents once finalized.

On January 14, 2026, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Alicanti and representatives of each of BTIG and Centerview held a videoconference meeting. Mr. Levy, along with representatives of BTIG, provided an update on the timing of the closing of the PIPE Investment, as well as the anticipated size of the PIPE, and updated the group on the status of receiving the required documents from potential PIPE investors. Mr. Levy led a discussion about the required communications and public relations strategy.

On January 15, 2026, Messrs. Rosenfeld, Jaffe, Monahan, Levy, Bal, Abony, Gallant, Alicanti and representatives of each of BTIG and Centerview held a videoconference meeting. Mr. Levy, along with representatives of BTIG, provided an update on the status of receiving required documents from potential PIPE investors. Mr. Levy led a discussion about the required communications and public relations strategy.

The Merger Agreement and other related transaction agreements were signed on January 15, 2026.

Prior to the market open on January 16, 2026, Allegro and SEEQC issued a joint press release announcing the signing of the Merger Agreement, and Allegro filed a Current Report on Form 8-K announcing the execution of the Merger Agreement and disclosing the material terms of the Merger Agreement, and the agreements ancillary thereto, in detail.

SEEQC’s Reasons for the Merger

In reaching its decision to approve the Merger Agreement and the Transactions, the SEEQC Board evaluated the Merger in consultation with SEEQC’s management, as well as SEEQC’s legal advisors, and considered a number of factors, including, among others, the following material factors (not necessarily in order of relative importance):

•        Best Available Strategic Alternative.    The SEEQC Board determined that the consideration to be received by SEEQC Stockholders was more favorable to SEEQC Stockholders than the potential value that might result from other alternatives reasonably available to SEEQC, based on a number of factors, including:

•        the SEEQC Board’s knowledge, understanding and previous consideration of the strategic and other alternatives for enhancing stockholder value reasonably available to SEEQC and the risks and uncertainties associated with those alternatives; and

•        the fact that other mechanisms through which SEEQC could become a public company, including pursuing strategic transactions with another company, would likely result in significant delays, which could limit SEEQC’s ability to raise capital in the future.

•        Attractive Value of Merger.    The SEEQC Board’s determination that the Merger provides SEEQC Stockholders with attractive value for their shares of SEEQC capital stock in light of a number of factors, including the fact that SEEQC Stockholders will have the opportunity to continue to participate in SEEQC’s expected future earnings growth and any increase in the value of their equity interest in SEEQC resulting therefrom following the Merger.

•        Risks and Anticipated Value of Continued Independence on a Standalone Basis.    The SEEQC Board determined that the Merger was more favorable to SEEQC Stockholders than the potential value that might result from continuing to operate SEEQC as a private company, based on the risks and uncertainties associated with SEEQC continuing as a private company without the ability to raise capital from the public.

•        High Likelihood of Completion.    The SEEQC Board considered the likelihood of completion of the Merger to be high, particularly in light of the terms of the Merger Agreement and closing conditions, including:

•        the commitment of Allegro in the Merger Agreement to use commercially reasonable best efforts to satisfy conditions and complete the Merger, and to obtain all consents and regulatory approvals required to complete the Merger;

•        the fact that, as a condition to SEEQC’s willingness to enter into the Merger Agreement, stockholders of Allegro beneficially owning at least 50% of the outstanding voting power of Allegro have agreed to vote or cause to be voted all shares of Allegro Common Stock and Allegro Warrants beneficially held by them in favor of all proposals necessary to effectuate the Transactions and the Allegro Warrant Amendment (as more fully described under “The Merger Agreement and Ancillary Documents — Ancillary Documents — Allegro Support Agreement”).

•        Other Considerations.    The SEEQC Board also considered and balanced against the factors potentially weighing in favor of the Merger a number of uncertainties, risks, restrictions and other factors potentially weighing against the Merger, including the following (which are not necessarily presented in order of relative importance):

•        the risks and costs to SEEQC if the Merger is delayed or not consummated for any reason, including the diversion of management and employee attention, potential management and employee attrition and the potential disruptive effect on SEEQC’s business relationships and potential negative impact on SEEQC’s operating results;

•        the fact that SEEQC’s directors, officers and employees have expended, and will continue to expend, extensive efforts to consummate the Merger to the potential detriment of their employment duties related to SEEQC’s day-to-day operations during the pendency of the Merger;

•        the risk of incurring substantial expenses related to the consummation of the Merger;

•        the potential limitations on SEEQC’s ability to utilize its net operating loss carryforwards and certain other tax attributes following the completion of the Merger;

•        the fact that certain officers and directors of SEEQC may have interests in the Merger that may be different from, or in addition to, the interests of the other SEEQC stockholders generally; and

•        the fact that completion of the Merger is subject to the satisfaction of certain closing conditions that are not within SEEQC’s control (as described in “The Merger Agreement and Ancillary Documents — Conditions to Closing”).

After taking into account all of the factors set forth above, as well as others, the SEEQC Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Merger were outweighed by the potential benefits of the Merger to SEEQC Stockholders. The above discussion of the information and factors considered by the SEEQC Board is not intended to be exhaustive but indicates the material matters considered by the SEEQC Board. In reaching its determination and recommendation, the SEEQC Board based its recommendation on the totality of information presented and did not quantify, rank or assign any relative or specific weight to any of the foregoing factors, and individual members of the SEEQC Board may have considered various factors differently. The SEEQC Board did not undertake to make any specific determination as to whether any specific factor, or any particular aspect of any factor, did or did not support its ultimate recommendation. Moreover, in considering the information and factors described above, individual members of the SEEQC Board each applied his own personal business judgment to the process and may have given differing weights to differing factors. The SEEQC Board based its

unanimous recommendation on the totality of the information presented. The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this consent statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements”.

Approval of the Allegro Board and Reasons for the Merger

In (a) reaching its resolution that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and in the best interests of the Allegro Stockholders and (b) recommending that the Allegro Stockholders adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, the Allegro Board (i) consulted with Allegro’s legal and financial advisors in connection with its evaluation of the Merger Agreement and the Merger, (ii) reviewed the results of due diligence conducted by Allegro’s management team, together with its legal and financial advisors, and (iii) considered a range of factors, including, but not limited to, the factors discussed below. Specifically, the Allegro Board reviewed SEEQC’s operations, SEEQC’s historical financial statements, comparable publicly traded companies and their valuations, an analysis of the pro forma capital structure and trading multiples. Considering the number and wide variety of factors considered in connection with its evaluation of the Merger, the Allegro Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Allegro Board viewed its decision as being based on all the information available and the factors presented to and considered by it. In addition, individual directors may have given different weights to different factors. After a thorough review of these materials, the Allegro Board evaluated whether the overall valuation being ascribed to SEEQC in the transaction would be positively received in the market. Based on the foregoing, the Allegro Board believes the transaction was attractive and would create significant value to Allegro Stockholders.

In approving the Merger, Allegro’s officers and directors have substantial experience with mergers and acquisitions and in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background, together with the experience and expertise of Allegro’s advisors, enabled them to make the necessary analyses and determinations regarding the Merger.

The Allegro Board considered several factors pertaining to the Merger as generally supporting its decision to enter into the Merger Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors:

Expanding Growth Industry with a Large Total Addressable Market (TAM)

One of the important characteristics that the Allegro Board and management team pursue when searching for potential merger targets is a company that has attractive revenue growth potential and operates in a large and growing market. According to a report by MarketsandMarkets, revenue for the quantum market was approximately $3.5 billion in 2025 and is expected to grow at a nearly 42% CAGR through 2030, at which point the market will be approximately $20.2 billion.

Over the past couple of years, the quantum sector has achieved several notable technical and commercial milestones. In late 2025, Google Quantum AI unveiled its next-generation quantum chip, the Willow chip. The Willow chip demonstrated improved error correction, showed improvements in stability and proved that quantum computers have a path to scale more reliably. While quantum computing is still in the very early stages, the Allegro Board and the Allegro management team concluded that SEEQC operates in a large and growing industry, and it believes that SEEQC has an opportunity to dramatically grow its revenues in the upcoming years.

The Architecture of SEEQC’s Solution has the Potential to Work with all Qubit modalities

The Allegro Board and management considered the fact that the architectural principles underlying SEEQC’s solutions are designed to be applicable across multiple qubit modalities, enabling a pick and shovel business model for the entire quantum ecosystem. Currently, SEEQC works with customers focused on superconducting-based quantum systems, but plans to expand is engagements to support customers using other modalities, over time. By working with all qubit modalities including superconducting, topological, trapped ion, photonic, neutral/cold atom and silicon spin, Allegro believes that the risk that SEEQC focuses on a modality that ends up being inferior to another modality is reduced, thus minimizing technological risk to SEEQC.

SEEQC’s Platform Provides an Attractive Value Proposition to its Customers

SEEQC’s digital chips make it feasible to scale a quantum computer both in terms of cost and in energy usage. In terms of cost, SEEQC’s technology results in a bill of materials (“BOM”) reduction of 70% to 80%. In addition, by utilizing SEEQC chips, customers experience a significant reduction in electricity usage. SEEQC’s chips use three nanowatts per qubit, compared to existing solutions, which use two to five watts per qubit for room-temperature electronics. The Allegro Board and management team believe that SEEQC’s ability to lower customer’s BOM and electricity usage provides an attractive vale proposition to existing and potential customers.

SEEQC Has Strong Proprietary Technology — Quantum System-on-a-Chip (SoC)

SEEQC has 116 issued, pending, foreign and provisional patents covering its quantum chip technology. The core of SEEQC’s technology is Single Flux Quantum (“SFQ”) logic. SFQ logic has an integrated architecture whereby the core control and readout functions are integrated on a single digital superconducting chip. The technology works at the same temperature as qubits and requires extremely low bandwidth and very low latency. SEEQC’s system design provides a significant reduction in noise and interference to maintain high fidelity quantum operations when deployed at scale. Because it combines cryogenically integrated quantum and classical processors, the full-stack system complexity, required input/output (I/0) count and room temperature equipment are dramatically reduced leading to a very cost-effective and scalable quantum computing system. By integrating their chips and the quantum circuits on the same silicon platform, SEEQC’s platform substantially decreases the amount of energy required compared to other solutions. In addition, by removing the need for external wiring for each qubit, SEEQC’s solution allows customers to theoretically scale to thousands of qubits. The Allegro Board and Allegro management believes that SEEQC’s SFQ logic technology coupled with its patent portfolio make it an attractive merger partner.

SEEQC Has a Long Operating History and has Hit Many of its Operational Milestones

SEEQC was formed through an asset transfer from Hypres, Inc. (“Hypres”), a leading developer of superconductor electronics and spin-out from IBM. Over the past several years, SEEQC has made substantial technical advancements in developing its quantum chip solution including areas such as digital readout, working in a multi-qubit chip environment and developing a multi-layer interposer for qubit and SFQ control integration. The Allegro Board and management team believe that SEEQC’s historical track-record of meeting technical and operational milestones is a positive indicator of executing its operational roadmap.

State of the Art Chip Facility and Strong Manufacturing and Development Partnerships

SEEQC’s chip fabrication facility, located in Elmsford, NY, enables it to continuously improve its’ processors. By having its own facility, SEEQC can fabricate application-specific hardware and can combine them with qubit chips to create complete quantum systems. In addition, SEEQC has partnered with the Industrial Technology Research Institute (“ITRI”) in Taiwan to jointly develop and build a 200mm superconducting manufacturing line. SEEQC has also partnered with National Taiwan University (“NTU”) and the University of California, Berkeley to jointly develop a cryo-CMOS interface circuit. SEEQC has also partnered with Kinpo Electronics to jointly develop room temperature electronics and to leverage their strong design, manufacturing and engineering skills. The Allegro Board believes that SEEQC’s expertise running its own foundry coupled with its strong partnerships in Taiwan will help them deploy additional manufacturing facilities in the coming years.

Blue Chip Partners Including IBM, Rigetti, IQM and NVIDIA and Commercial Traction

The Allegro Board and management team believe that SEEQC’s strategy is validated by the fact that SEEQC has partnered with many leading quantum companies including IBM, NVIDIA, Rigetti and IQM. IBM has integrated SEEQC control with its long-coherence qubits. SEEQC is also the sole partner with IBM for DARPA’s Quantum Benchmarking Initiative (“QBI”). Together, they entered stage A of the QBI program, where they provided technical concepts to show feasibility for creating utility-scale quantum systems. Recently, DARPA announced that it had selected the IBM/SEEQC solution to enter the second stage (stage B) of the program (they were one of 11 companies selected). Rigetti has completed commercial integration proof of concept (“POC”) with SEEQC and anticipates working first with Rigetti’s 9-qubit Novera QPU and then 36-qubit Cepheus QPU. SEEQC’s technology is integrated into Rigetti’s commercial roadmap through 2027. IQM has complete commercial integration proof of concept and SEEQC is integrated into IQM’s commercial roadmap for a 5,000-qubit system for 2028. NVIDIA is working with SEEQC,

and they have demonstrated the first fully digital link between a QPU and NVIDIA Grasshopper GPU/CPU. SEEQC and NVIDIA are establishing a joint go to market strategy and plan to launch a new product category in 2026. Other partners include BASF, Merck, UK National Quantum Computing Centre, US Dept of Energy, NASA and NIST, amongst others.

Well-Known Set of Existing Investors and Crossover Financing

The Allegro Board and Allegro management considered that as of December 31, 2025, SEEQC had completed significant fundraising in 2025. As part of this fundraising, Eric Rosenfeld, Allegro’s Chief Executive Officer, invested $500,000 in SEEQC in a crossover round of financing in the Fall of 2025. SEEQC’s investors include firms such as EQT, Booz Allen, Arctern Ventures, M Ventures, NordicNinja, and LG Technology Ventures, amongst others.

Attractive Valuation

The Allegro Board and the Allegro management team believe the Merger creates an attractive valuation for SEEQC compared to several other publicly traded, peer companies.

Other Considerations

In making its determination with respect to the Merger, the Allegro Board and the Allegro management team also considered the following:

•        Due Diligence.    The Allegro Board reviewed and discussed in detail the results of the due diligence examination of SEEQC conducted by Allegro’s management team and its financial, legal and regulatory advisors, including extensive telephonic and in-person meetings with the management team and advisors of SEEQC regarding SEEQC’s business plan, operations, prospects and forecasts including historical growth trends and market share information as well as end-market size and growth projection, evaluation analyses with respect to the Merger, review of material contracts, SEEQC’s audited and unaudited financial statements and other material matters as well as general financial, technical, legal, intellectual property, regulatory, tax and accounting due diligence.

•        Financial Condition.    The Allegro Board also considered factors such as SEEQC’s historical financial results and debt structure. In considering these factors, the Allegro Board reviewed SEEQC’s historical growth and its current prospects for growth if SEEQC achieves its business plan and various historical and current balance sheet items of SEEQC.

•        Experienced Management.    SEEQC has a strong management team with significant operating experience. The senior management of SEEQC intends to remain with the Surviving Company in the capacity of officers or directors, and the Allegro Board believes that the retention of such members of senior management will provide helpful continuity in advancing SEEQC’s strategic and growth goals.

•        Other Alternatives.    The Allegro Board believes, after a thorough review of other merger opportunities reasonably available to Allegro, that the proposed Merger represents the best potential merger for Allegro and the most attractive opportunity based upon the process utilized to evaluate and assess other potential acquisition targets.

•        Negotiated Transaction.    The Allegro Board considered the terms and conditions of the Merger Agreements and the transactions contemplated thereby, each party’s representations, warranties and covenants, the conditions to each party’s obligation to consummate the Merger and the termination provisions, as well as the strong commitment by both Allegro and SEEQC to complete the Merger.

The Allegro Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Merger including, but not limited to, the following:

•        Business Plan May Not Be Achieved.    The risk that SEEQC may not be able to execute on its business plan. These risks include (i) SEEQC is unable to obtain financing necessary for survival, (ii) risks related to the regulatory environment in the quantum computing industry.

•        Absence of Financial Forecasts.    SEEQC did not provide Allegro financial forecasts. As such, no discounted cash flow analysis was conducted in respect to SEEQC.

•        Delay in Timeline.    The anticipated timeline to deploy additional functionality within SEEQC’s chips could be delayed for reasons such as delays in the development of a new manufacturing facility, regulatory landscape, and technology.

•        Regulatory Affairs.    The Allegro Board considered the impact of the review of the Merger by various regulatory agencies such as government or other third parties.

•        Closing Conditions.    The potential risks and costs associated with the Merger failing to be consummated in a timely manner or that Closing might not occur despite the reasonable best efforts of the parties. The completion of the Merger is conditioned on the satisfaction of certain conditions to Closing that are not within Allegro’s control, including the receipt of certain required regulatory approvals.

•        Litigation Related to the Merger.    The possibility of litigation challenging the Merger or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Merger.

•        Listing Risks.    The challenges associated with preparing SEEQC for the applicable disclosure and listing requirements to which SEEQC will be subject as a publicly traded company in the U.S.

•        Benefits May Not Be Achieved.    The risks that the potential benefits of the Merger may not be fully achieved or may not be achieved within the expected timeframe.

•        Market Volatility.    The possibility that the market for Allegro Common Stock experiences volatility and disruptions, causing deal disruption.

•        Dissolution of Allegro.    The risks and costs to Allegro if the Merger is not completed, including the risk of diverting management focus and resources from other Merger opportunities, which could result in Allegro being unable to effect a Merger within the required time period.

•        Board and Independent Committees.    The risk that the Surviving Company Board and independent committees thereof do not possess adequate skill set for management and oversight of the Surviving Company as a public company.

•        Interests of Certain Persons.    Allegro’s officers and directors have interests in the Merger that are different from or in addition to (and which may conflict with) the interests of the Allegro Public Shareholders, as described above.

•        Fees and Expenses.    The fees and expenses associated with completing the Merger.

•        Macroeconomic Risks.    Macroeconomic uncertainty and the effects it could have on the combined company’s revenues.

•        Technology Risk.    The risk that other companies may achieve quantum advantage before SEEQC or that no quantum computers will reach a broad quantum advantage.

The Allegro Board concluded, in its business judgment, that the potential benefits that it expects Allegro and its stockholders to achieve as a result of the Merger outweigh the potentially negative and other factors associated with the Merger. Accordingly, the Allegro Board determined that the Merger and the transactions contemplated by the Merger Agreement (including the Merger) are fair and advisable to, and in the best interests of, Allegro and its stockholders. The independent directors on the Allegro Board did not retain an unaffiliated representative to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the Merger and/or preparing a report concerning the approval of the Merger. The above discussion of the material factors considered by the Allegro Board is not intended to be exhaustive but does set forth the principal factors considered by the Allegro Board. This explanation of Allegro’s reasons for the Merger and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Interests of Allegro Directors and Executive Officers in the Merger

Allegro’s initial stockholders, including its directors and executive officers, have interests in the Merger that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:

•        If the Merger with SEEQC is not consummated, Allegro may determine to dissolve and liquidate. In such event, the 3,737,500 founder shares held by Allegro’s initial stockholders and their permitted transferees, which were acquired for an aggregate purchase price of $25,000 prior to Allegro’s IPO (including 3,022,938 shares held by Allegro’s directors and executive officers), as would the 322,500 private placement units that were acquired simultaneously with the IPO for an aggregate purchase price of $3,225,000 (including 121,175 private placement units held by Allegro’s directors and executive officers), will be worthless.

•        Eric S. Rosenfeld is expected to be a director of SEEQC following the Merger. As such, Mr. Rosenfeld may in the future receive cash fees, stock options or stock awards that the SEEQC Board determines to pay to its directors.

•        The Merger Agreement provides for certain insurance coverage of the officers and directors of Allegro following consummation of the Merger. If the Merger is not completed and Allegro liquidates, Allegro will not be able to perform its obligations to its officers and directors under Allegro’s charter relating to the right of officers and directors to be indemnified by Allegro, and of Allegro’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions.

•        As of the date of this consent statement/prospectus, Allegro’s insiders have lent Allegro an aggregate of $1,194,180 (including $698,247 by Allegro’s directors and executive officers).Of such amount, 50% is expected to be converted into shares of SEEQC at $5.00 per share and the other half is expected to be repaid on closing of the Merger. If the Merger is not consummated and Allegro dissolves and liquidates, such indebtedness will not be repaid.

•        Mr. Rosenfeld invested $500,000 in SEEQC Common Stock in a private placement consummated by SEEQC prior to execution of the Merger Agreement. Accordingly, Mr. Rosenfeld will be a stockholder of SEEQC regardless of whether the Merger is consummated.

The Allegro Board was aware of and considered these interests, among other matters, in reaching the determination that the Merger Agreement and the transactions contemplated thereby, including the Merger, were advisable and in the best interests of, Allegro and its shareholders.

Expenses, Fees and Costs

All fees, costs and expenses incurred by SEEQC and Allegro in connection with the Merger will be paid by the party incurring those fees, costs or expenses, whether or not the Merger is completed, except that the fees and expenses incurred in connection with the printing, filing and mailing of this document and the registration statement on Form S-1 to be filed in connection with the Public Offering (including applicable SEC filing fees but excluding legal fees in connection therewith) will be borne solely by SEEQC.

Expected Timing of the Merger

SEEQC and Allegro currently expect to complete the Merger in the second quarter of 2026, subject to the receipt of required regulatory approvals and the satisfaction or waiver of the other conditions to completion of the Merger. Because many of the conditions to completion of the Merger are beyond the control of SEEQC and Allegro, the exact timing for completion of the Merger cannot be predicted with any degree of certainty.

Accounting Treatment of the Merger

Please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information — Accounting for the Merger” elsewhere in this consent statement/prospectus for additional information.

Appraisal Rights

If the Merger is consummated, holders and beneficial owners of shares of the Allegro Common Stock who (1) do not deliver a written consent or otherwise vote in favor of the adoption of the Merger Agreement; (2) properly and timely demand appraisal of their shares; (3) continuously hold of record or beneficially own their shares through the effective date of the Merger; (4) otherwise comply with the procedures of Section 262 of the DGCL (“Section 262”); and (5) do not withdraw their demands or otherwise lose their rights to appraisal may, subject to the conditions thereof, seek appraisal of their shares in connection with the Merger under Section 262. Unless the context requires otherwise, all references in Section 262 and in this summary to a “stockholder” are to a record holder of shares, all references in Section 262 and in this summary to “beneficial owner” mean a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person, and all references in Section 262 and in this summary to the word “person” mean any individual, corporation, partnership, unincorporated association or other entity.

Following Allegro’s receipt of sufficient written consents to adopt the Merger Agreement, pursuant to Section 262(d), Allegro will send a Notice of Appraisal Rights to all Allegro Stockholders (including beneficial owners of shares of Allegro Common Stock) who satisfy the applicable statutory conditions to notify them that they may be entitled to appraisal rights under Section 262 in connection with the Merger. An Allegro Stockholder electing to exercise his, her or its appraisal rights will need to take action at that time, in response to that notice. However, a description of the appraisal rights is being provided to all Allegro Stockholders now so they can determine whether they wish to preserve their ability to demand appraisal rights in the future.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is available at the following URL, accessible without subscription or cost, which is incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary does not constitute any legal or other advice and does not constitute a recommendation that our stockholders or beneficial owners of shares of Allegro Common Stock exercise their appraisal rights under Section 262. Stockholders and beneficial owners of shares of Allegro Common Stock should carefully review the full text of Section 262 as well as the information discussed below.

Under Section 262, if the Merger is completed, holders of record of shares of Allegro Common Stock or beneficial owners of shares of Allegro Common Stock who (1) deliver a written demand for appraisal of such person’s shares of Allegro Common Stock to us no later than twenty (20) days after the mailing of the Notice of Appraisal; (2) have not delivered a written consent or otherwise vote in favor of the adoption of the Merger Agreement; (3) continuously hold of record or beneficially own such shares on the date of making the demand for appraisal through the effective date of the Merger; and (4) otherwise comply with the procedures and satisfy certain ownership thresholds (as defined below), if applicable, set forth in Section 262 may be entitled to have their shares of Allegro Common Stock appraised by the Delaware Court of Chancery and to receive payment in cash, in lieu of the consideration set forth in the Merger Agreement, for the “fair value” of their shares of Allegro Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest, if any, on the amount determined by the Delaware Court of Chancery to be the fair value from the effective date of the Merger through the date of payment of the judgment (or in certain circumstances described herein, on the difference between the amount determined to be the fair value and the amount paid by the surviving corporation in the Merger to each person entitled to appraisal prior to the entry of judgment in the appraisal proceeding) as described further below.

After an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all stockholders and beneficial owners of shares of a class or series of stock that, immediately prior to the closing of the Merger, were listed on a national securities exchange who are otherwise entitled to appraisal rights unless (1) the total number of shares of the class or series of stock for which appraisal rights have been pursued or perfected exceeds one percent of the outstanding shares of such class or series as measured in accordance with subsection (g) of Section 262 or (2) the value of the price per share in respect of such shares exceeds $1 million. We refer to these conditions as the “ownership thresholds.” However, given that the shares of Allegro Common Stock are not listed on a national securities exchange, the ownership thresholds will not be applicable to an appraisal petition by the stockholders or beneficial owners of Allegro Common Stock.

Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on the amount determined to be the fair value of the shares subject to appraisal will accrue and compound quarterly from the effective date of the Merger through the date the judgment is paid at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each person entitled to appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery and (2) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where a merger is adopted by stockholders acting by written consent in lieu of a meeting of the stockholders, either the corporation, before the effective time of the merger or the surviving corporation within ten days thereafter, shall notify each of its stockholders who are entitled to appraisal rights of the approval of the Merger and that appraisal rights are available for any or all shares of such stock of the corporation, and shall include in such notice a copy of Section 262 of the DGCL or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. For purposes of determining the stockholders entitled to receive the notice required under Section 262, each constituent corporation may fix in advance, a record date that shall not be more than ten days prior to the date notice is given, provided, that if the notice is given on or after the effective date of the merger, the record date shall be such effective date. If no record date is fixed in advance and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given. Following Allegro’s receipt of sufficient written consents to adopt the Merger Agreement, Allegro will send the Notice of Appraisal Rights, which will serve as the notice to its stockholders that appraisal rights are available in connection with the Merger. The full text of Section 262 is available at the following URL: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

In connection with the Merger, any holder of record or beneficial owner of shares of Allegro Common Stock who wishes to preserve such person’s right to exercise appraisal rights, should review Section 262 carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A person who loses appraisal rights will be entitled to receive the price per share described in the Merger Agreement, without interest, less any applicable withholding taxes. Stockholders or beneficial owners of shares of Allegro Common Stock wishing to preserve the right to seek an appraisal of their shares of Allegro Common Stock must do ALL of the following:

•        such person must not deliver a written consent or otherwise vote to adopt the Merger Agreement;

•        such person must deliver a written demand for appraisal to us no later than twenty (20) days after the mailing of the Notice of Appraisal Rights; and

•        such person must continuously hold of record or beneficially own the shares of Allegro Common Stock from the date of making the demand through the effective date of the Merger (a person will lose appraisal rights if the person transfers the shares before the effective date of the Merger).

Because of the complexity of the procedures for exercising the right to seek appraisal of shares of Allegro Common Stock, we believe that if a person is considering exercising such rights, such person should seek the advice of legal counsel.

As described below, within 120 days after the effective date of the Merger, but not thereafter, an appraisal proceeding must be commenced by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares held or owned by all dissenting stockholders and beneficial owners entitled to appraisal. The surviving corporation is under no obligation, and has no present intention, to file a petition, and stockholders and beneficial owners should not assume that the surviving corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of Allegro Common Stock.

Making a Written Demand

A person wishing to exercise appraisal rights must deliver to us, no later than twenty (20) days after the mailing of the Notice of Appraisal Rights, a written demand for the appraisal of such person’s shares. In addition, that person must not have delivered a written consent or otherwise vote in favor of the adoption of the Merger Agreement with

respect to such shares. A person exercising appraisal rights must own or hold, as applicable, beneficially or of record, the shares on the date the written demand for appraisal is delivered and must continue to own or hold, as applicable, the shares through the effective date of the Merger. Such person must submit a written demand for appraisal, which must be in addition to and separate from any vote or written consent on the adoption of the Merger Agreement. Any failure to vote on (or deliver a written consent with respect to) the adoption of the Merger Agreement will not constitute a demand.

In the case of a written demand for appraisal made by a stockholder of record, the demand must reasonably inform us of the identity of the stockholder and that the stockholder intends thereby to demand an appraisal of such stockholder’s shares. In the case of a written demand for appraisal made by a beneficial owner, the demand must reasonably identify the record holder of the shares for which the demand is made, be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of such stock and a statement that such documentary evidence is a true and correct copy of what it purports to be and provide an address at which such beneficial owner consents to receive notices given by the surviving corporation and to be set forth on the verified list (as defined below).

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

Allegro Merger Corp.
777 Third Avenue, 37th Floor
New York, NY 10017
Attention: Corporate Secretary

At any time within 60 days after the effective date of the Merger, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such person’s demand for appraisal and accept the terms offered pursuant to the Merger Agreement, by delivering to us, as the surviving corporation, a written withdrawal of the demand for appraisal. Any withdrawal of a demand for appraisal made more than 60 days after the effective date of the Merger may only be made with the written approval of the surviving corporation. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including, without limitation, a reservation of jurisdiction (a “reservation”) for any application (as defined below) to the Delaware Court of Chancery; provided, however, that this limitation shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the price per share within 60 days after the effective date of the Merger. If the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a person, such person will be entitled to receive only the fair value determined in any such appraisal proceeding (together with interest, if any, thereon as described herein), which value could be less than, equal to or more than the price per share being offered pursuant to the Merger Agreement.

Notice by the Surviving Corporation

If the Merger is completed, within ten days after the effective date of the Merger, the surviving corporation will notify each stockholder and beneficial owner of each constituent corporation who has submitted a demand for appraisal in accordance with Section 262, and who has not delivered a written consent or otherwise voted in favor of the adoption of the Merger Agreement, that the Merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within 120 days after the effective date of the Merger, but not thereafter, the surviving corporation or any person who has complied with Section 262 and is otherwise entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving corporation in the case of a petition filed by any person other than the surviving corporation, demanding a determination of the fair value of the shares held by all dissenting stockholders and beneficial owners entitled to appraisal. The surviving corporation is under no obligation, and has no present intention, to file a petition, and stockholders and beneficial owners of shares of Allegro Common Stock should not assume that the surviving corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of Allegro Common Stock. Accordingly, any persons who desire to have their shares appraised should initiate all necessary action to perfect their appraisal

rights in respect of their shares of Allegro Common Stock within the time and in the manner prescribed in Section 262. The failure to file such a petition within the period specified in Section 262 could nullify a previous written demand for appraisal.

Within 120 days after the effective date of the Merger, any person who has complied with the requirements for an appraisal of such person’s shares pursuant to Section 262 will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the Merger Agreement and with respect to which Allegro has received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that, where a beneficial owner makes a demand for appraisal directly, the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of this aggregate number). Such statement must be given within ten days after receipt by the surviving corporation of the written request for such a statement or within ten days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by any person other than the surviving corporation, service of a copy thereof must be made upon the surviving corporation, which will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list (the “verified list”) containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached. The Delaware Court of Chancery may order the Register in Chancery to give notice of the time and place fixed for the hearing of such petition to the surviving corporation and all of the persons shown on the verified list at the addresses stated therein. The costs of any such notice are borne by the surviving corporation.

After notice is provided to the applicable persons as required by the Delaware Court of Chancery, at the hearing on such petition, the Delaware Court of Chancery will determine the persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the persons who demanded appraisal for their shares and who hold stock represented by stock certificates to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings. Accordingly, persons holding stock represented by stock certificates and wishing to seek appraisal of their shares are cautioned to retain their stock certificates pending resolution of the appraisal proceedings. If any person fails to comply with this requirement, the Delaware Court of Chancery may dismiss the proceedings as to such person. Upon application (as defined below) by the surviving corporation or by any person entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the verified list may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

Given that the shares of Allegro Common Stock are not listed on a national securities exchange, the ownership thresholds will not be applicable to an appraisal petition by the stockholders or beneficial owners of Allegro Common Stock.

Determination of Fair Value

After the Delaware Court of Chancery determines the persons entitled to appraisal, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of Allegro Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. However, the surviving corporation has the right, at any time prior to the Delaware Court of Chancery’s entry of judgment in the proceedings, to make a voluntary cash payment to each person seeking appraisal. If the surviving corporation makes a voluntary cash payment pursuant to subsection (h) of Section 262, interest will accrue thereafter only on the sum of (1) the difference, if any, between the amount paid by the surviving corporation in such voluntary cash payment and the fair value of the shares as determined by the Delaware Court of Chancery and (2) interest accrued before such voluntary cash payment, unless paid at that time.

In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings, prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Merger that “throw any light on future prospects of the merged corporation.” Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.”

Persons considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a Merger is not an opinion as to, and may not in any manner address, fair value under Section 262. Although we believe that the price per share is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders and beneficial owners of shares of Allegro Common Stock should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the price per share. Neither Allegro nor SEEQC anticipate offering more than the price per share to any persons exercising appraisal rights, and each of Allegro and SEEQC reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of Allegro Common Stock is less than the price per share. If a petition for appraisal is not timely filed or, with respect to Allegro Common Stock, if neither of the ownership thresholds above has been satisfied in respect of persons seeking appraisal rights, then the right to an appraisal will cease.

The Delaware Court of Chancery will direct the payment of the fair value of the shares, together with interest, if any, by the surviving corporation to the persons entitled thereto. Payment will be so made to each such person upon such terms and conditions as the Delaware Court of Chancery may order. The Delaware Court of Chancery’s decree may be enforced as other decrees in such Delaware Court of Chancery may be enforced.

The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the verified list who participated in the proceeding and incurred expenses in connection therewith (an “application”), the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to an appraisal that were not dismissed pursuant to the terms of Section 262 or subject to an award pursuant to a reservation. In the absence of such determination or assessment, each party bears its own expenses.

If any person who demands appraisal of shares of Allegro Common Stock under Section 262 fails to perfect, or loses or validly withdraws, such person’s right to appraisal, such person’s shares of Allegro Common Stock will be deemed to have been converted at the effective date of the Merger into the right to receive the price per share as provided in the Merger Agreement, without interest and less any applicable withholding taxes. A person will fail to perfect, or effectively lose, such person’s right to appraisal if no petition for appraisal is filed within 120 days after the effective date of the Merger, or if the person delivers to the surviving corporation a written withdrawal of such person’s demand for appraisal and an acceptance of the price per share as provided in the Merger Agreement in accordance with Section 262.

From and after the effective date of the Merger, no person who has demanded appraisal rights in compliance with Section 262 will be entitled to vote such shares of Allegro Common Stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the Merger).

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of appraisal rights. In that event, you will be entitled to receive the price per share for your dissenting shares in accordance with the Merger Agreement, without interest and less any applicable withholding taxes. Consequently, any person wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

Regulatory Approvals

At any time before or after the effective time, the Antitrust Division, the FTC could take action under the U.S. antitrust laws, including seeking to prevent the Merger, to rescind the Merger or to conditionally approve the Merger upon the divestiture of assets of SEEQC or Allegro or behavioral commitments, or subject to other remedies. In addition, U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the Merger or permitting completion subject to divestitures, behavioral commitments, or other regulatory concessions or conditions. There can be no assurance that regulatory authorities will not impose conditions on the completion of the Merger or require changes to the terms of the Merger. Private parties may also seek to take legal action under the antitrust laws under some circumstances. There can be no assurance that a challenge to the Merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

Listing of SEEQC Common Stock Issued in the Transactions

It is a condition to the completion of the Transactions that the listing of the SEEQC Common Stock on The Nasdaq Stock Market LLC, the New York Stock Exchange or the NYSE American shall have been approved, subject only to official notice of issuance.

THE MERGER AGREEMENT AND ANCILLARY DOCUMENTS

This subsection of the consent statement/prospectus describes the material provisions of the Merger Agreement, but does not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, which is attached as Annex A hereto. You are urged to read the Merger Agreement in its entirety because it is the primary legal document that governs the Merger.

The Merger Agreement contains representations, warranties, and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. In addition, the representations and warranties of Allegro on the one hand, and SEEQC and its subsidiaries, including Merger Sub, on the other hand, have been qualified by information contained in underlying disclosure schedules that modify, qualify and create exceptions to the representations and warranties in the Merger Agreement.

The Merger Agreement

General Description

Allegro has entered into the Merger Agreement with Merger Sub and SEEQC, pursuant to which, among other things and subject to the terms and conditions contained in the Merger Agreement, Allegro will acquire SEEQC via a merger of Allegro with and into Merger Sub. After giving effect to the Merger, Allegro will become a direct, wholly-owned subsidiary of SEEQC and the security holders of Allegro will become security holders of SEEQC.

Immediately prior to the Effective Time, all outstanding shares of SEEQC Preferred Stock will be mandatorily converted into shares of SEEQC Common Stock, in accordance with the SEEQC Charter as in effect immediately before the Effective Time. Such conversion is referred to herein as the SEEQC Preferred Stock Conversion. Immediately following the SEEQC Preferred Stock Conversion, but prior to the Effective Time, pursuant to an amendment to the SEEQC Charter, the outstanding shares of SEEQC Common Stock will be split in the SEEQC Stock Split, such that the holders of SEEQC Common Stock, as determined immediately following the SEEQC Preferred Stock Conversion but prior to the Effective Time, will hold, in the aggregate, 200,000,000 shares of SEEQC Common Stock, less the number of shares of SEEQC Common Stock issuable upon exercise, exchange or conversion of SEEQC’s derivative securities (after taking into account any adjustments to such securities as a result of the SEEQC Preferred Stock Conversion or the SEEQC Stock Split). The stock options and restricted stock units of SEEQC outstanding as of the Effective Time will remain outstanding, subject to adjustment as necessary based on the SEEQC Stock Split.

At the Effective Time, each share of Allegro Common Stock, and each Allegro Right, that is issued and outstanding immediately before the Effective Time (other than shares held by Allegro, SEEQC or their subsidiaries and shares as to which statutory dissenter’s rights have been exercised) will be canceled and converted into and become the right to receive one share of SEEQC Common Stock (multiplied by 1/10th in the case of the Allegro Rights).

In connection with the Merger, Allegro will seek to amend the Allegro Warrants so that, immediately prior to the Effective Time, each of the issued and outstanding Allegro Warrants will automatically convert into the right to receive 0.1 of a share of SEEQC Common Stock. In the event that the Allegro Warrants are not amended and the Merger is consummated, SEEQC will assume them.

The holders of SEEQC Common Stock and the holders of certain of SEEQC’s equity compensation awards, each as of immediately prior to the Effective Time (the “Earnout Recipients”), are entitled to receive additional shares of SEEQC Common Stock if certain stock price conditions are met:

•        If, between the Closing and the first anniversary of the Closing (“Earnout Period 1”), the VWAP (as defined in the Merger Agreement) of the SEEQC Common Stock equals or exceeds $6.50 for 20 trading days within any 30 consecutive trading day period commencing after the Closing and ending on or prior to the end of such period (the “First Base Target”), then SEEQC will issue to the Earnout Recipients an aggregate of 20,000,000 shares of SEEQC Common Stock.

•        If, between the Closing and the second anniversary of the Closing (“Earnout Period 2”), the VWAP of the SEEQC Common Stock equals or exceeds $8.00 for 20 trading days within any 30 consecutive trading day period commencing after the Closing and ending on or prior to the end of such period (the “Second Base Target”), then SEEQC will issue to the Earnout Recipients an aggregate of 20,000,000 shares of SEEQC Common Stock, plus any shares not previously issued in respect of Earnout Period 1.

•        If, between the Closing and the third anniversary of the Closing (“Earnout Period 3”), the VWAP of the SEEQC Common Stock equals or exceeds $10.00 for 20 trading days within any 30 consecutive trading day period commencing after the Closing and ending on or prior to the end of such period (the “Third Base Target”), then SEEQC will issue to the Earnout Recipients an aggregate of 20,000,000 shares of SEEQC Common Stock, plus any shares not previously issued in respect of Earnout Period 1 and Earnout Period 2.

Certain of the holders of the shares of Allegro Common Stock issued prior to Allegro’s initial public offering (such holders, the “initial stockholders,” and such shares, the “founder shares”) have agreed to restrictions on transfer with respect to 23% of the shares of SEEQC Common Stock to be received by them in the Merger and issued upon conversion of the Allegro Warrants following the consummation of the Allegro Warrant Amendment (other than shares of SEEQC Common Stock to be received by them in respect of the private placement units purchased by the initial stockholders simultaneously with Allegro’s initial public offering) (the “Restricted Shares”), with such restrictions to be released as follows:

•        If, during Earnout Period 1, the First Base Target is achieved, then one third of the Restricted Shares will be released from the restrictions;

•        If, during Earnout Period 2, the Second Base Target is achieved, then one third of the Restricted Shares will be released from the restrictions, plus any shares not released in respect of Earnout Period 1; and

•        If, during Earnout Period 3, the Third Base Target is achieved, then all of the Restricted Shares will be released from the restrictions.

If, at the end of Earnout Period 3, any Restricted Shares have not been released, then such shares will be forfeited by the initial stockholders of Allegro and cancelled by SEEQC.

Immediately after the Effective Time, after giving effect to the SEEQC Preferred Stock Conversion, the SEEQC Stock Split and the Merger, and assuming, among other things, that the Allegro Warrant Holders approve the Allegro Warrant Amendment, Allegro issues 13,000,000 shares of Allegro Common Stock in the PIPE Investment, and the consummation of the Public Offering resulting in the issuance of 11,538,462 shares of SEEQC Common Stock, the SEEQC Stockholders will own approximately 82.71% of the issued and outstanding shares of SEEQC Common Stock and the Allegro Securityholders will own approximately 8.89% of the issued and outstanding shares of SEEQC Common Stock, subject to adjustment based on the number of Allegro Common Stock, Allegro Warrants, Allegro Rights, SEEQC Common Stock, SEEQC Preferred Stock and SEEQC derivative securities outstanding immediately prior to the Effective Time and based on the assumptions set forth elsewhere in this consent statement/prospectus.

Conditions to Closing

The respective obligations of each party to effect the Transactions are subject to the satisfaction as of the Closing Date of the following conditions, any one or more of which may be waived (if legally permitted) in writing by the party whose obligations are conditioned upon it:

•        no governmental authority shall have entered a decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which has the effect of restraining, enjoining or prohibiting consummation of the Merger;

•        the SEC shall have declared this Registration Statement effective, no stop order shall have been issued by the SEC which remains in effect with respect to this Registration Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC which remains pending;

•        the PIPE Investment shall be consummated prior to, or substantially concurrently with, the Closing;

•        the holders of the SEEQC Common Stock and the SEEQC Preferred Stock shall have approved the Merger Agreement, the Transactions and related matters, including the SEEQC Preferred Stock Conversion and the SEEQC Stock Split; and

•        the holders of the Allegro Common Stock shall have approved by written consent the Merger Agreement, the Transactions and related matters.

The obligations of Allegro to consummate and effect the Transactions shall be subject to the satisfaction as of the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Allegro:

•        the representations and warranties of SEEQC and Merger Sub shall be true and correct in all material respects on the Closing Date (subject to certain bring-down standards);

•        SEEQC and Merger Sub shall each have performed in all material respects the covenants of SEEQC required by the Merger Agreement to be performed or complied with by it on or prior to the Closing;

•        no action shall be pending which is reasonably likely to (i) prevent consummation of any of the Transactions, (ii) cause any of the Transactions to be rescinded following consummation, or (iii) affect materially and adversely the right of SEEQC to own, operate or control any of the intellectual property rights, assets, operations, or business of SEEQC or its subsidiaries following the Transactions and no order to any such effect shall be in effect;

•        since September 30, 2025, no material adverse effect with respect to SEEQC shall have occurred and is ongoing;

•        all outstanding indebtedness owed to SEEQC or its subsidiaries by affiliates or insiders shall have been forgiven in full and all outstanding guarantees and similar arrangements pursuant to which SEEQC or any of its subsidiaries has guaranteed the payment or performance of any obligations of any such affiliate or insider to a third party shall have been terminated;

•        SEEQC and certain of the holders of SEEQC Common Stock shall have executed and delivered the Lock-Up Agreements; and

•        the designee or designees of Allegro shall have been appointed as members of the SEEQC Board.

The obligations of SEEQC to consummate and effect the Transactions shall be subject to the satisfaction as of the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by SEEQC:

•        the representations and warranties of Allegro shall be true and correct in all material respects on the Closing Date (subject to certain bring-down standards);

•        Allegro shall have performed or complied in all material respects with all agreements and covenants required by the Merger Agreement to be performed by it on or prior to the Closing Date;

•        no action shall be pending which is reasonably likely to (i) prevent consummation of any of the Transactions, or (ii) cause any of the Transactions to be rescinded following consummation, and no order to any such effect shall be in effect since the date of the Merger Agreement, no material adverse effect with respect to Allegro shall have occurred and be ongoing;

•        since the date of the Merger Agreement, no material adverse effect with respect to Allegro shall have occurred and is ongoing;

•        the initial stockholders of Allegro shall have executed and delivered the Lock-Up Agreements;

•        the listing of the SEEQC Common Stock on The Nasdaq Stock Market LLC, the New York Stock Exchange or the NYSE American shall have been approved, subject only to official notice of issuance; and

•        the Public Offering shall be consummated concurrently with the Closing.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of Allegro on the one hand, and SEEQC and its subsidiaries, including Merger Sub, on the other hand, relating to their respective businesses and, in the case of Allegro, its public filings. The representations and warranties described below and included in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement and as of specific dates, may be subject to a contractual standard of materiality different from what you might view as material, and may be subject to limitations agreed upon by the parties to the Merger Agreement. In addition, the representations and warranties of Allegro on the one hand, and SEEQC and its subsidiaries, including Merger Sub, on the other hand, have been qualified by information set forth in the schedules provided in connection with the Merger Agreement; the information contained in the schedules modifies, qualifies and creates exceptions to the representations and warranties in the Merger Agreement.

SEEQC has made representations and warranties about itself and its subsidiaries, including Merger Sub, to Allegro regarding the following:

•        due incorporation, valid existence and good standing;

•        subsidiaries, joint venture participations or ownership interests in any other entity;

•        power and authorization to enter into and perform the Merger Agreement and ancillary agreements;

•        lack of governmental action or required filing to execute or consummate the Merger, with certain standard exceptions;

•        no breach of the SEEQC Charter, violations of applicable law, or breach of material contracts;

•        compliance with applicable legal requirements;

•        capitalization, including the authorized capital stock, valid issuance, equity rights, voting securities and unvested stock;

•        financial statements and the engagement of an auditor;

•        absence of certain developments in SEEQC’s business;

•        property matters;

•        intellectual property, including ownership, contracts, source code, and non-infringement of third-party intellectual property;

•        IT systems, data privacy, cybersecurity and data breaches;

•        tax matters, including the timely filing of tax returns, proper withholdings, and lack of tax liens;

•        employee benefit plans, labor matters and compliance with applicable employment laws;

•        environmental matters;

•        material contracts;

•        customers and suppliers;

•        no undisclosed affiliate transactions;

•        litigation;

•        insurance;

•        compliance with anti-corruption and export control laws; and

•        board approval.

Allegro has made representations and warranties about itself to SEEQC and Merger Sub regarding the following:

•        due incorporation, valid existence and good standing;

•        subsidiaries, joint venture participations or ownership interests in any other entity;

•        power and authorization to enter into and perform the Merger Agreement and ancillary agreements;

•        lack of governmental action or required filing to execute or consummate the Merger, with certain standard exceptions;

•        no breach of the Allegro Charter, violations of applicable law, or breach of material contracts;

•        no operating history other than to effect a business combination;

•        compliance with applicable legal requirements;

•        capitalization, including the authorized capital stock, valid issuance, reserved shares, equity rights and securities upon the Merger;

•        Allegro’s SEC reports and financial statements;

•        absence of certain developments in Allegro’s business;

•        lack of real property and personal property;

•        no intellectual property;

•        tax matters, including the timely filing of tax returns, proper withholdings, and lack of tax liens;

•        employees and employee benefit plans;

•        material contracts;

•        no undisclosed affiliate transactions;

•        litigation;

•        certain provided information; and

•        board approval

Exclusivity

From the date of the Merger Agreement until Closing, or the earlier termination of the Merger Agreement in accordance with its terms, SEEQC will not (and will not cause or permit its affiliates or representatives to) solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries, proposals, offers or submissions by, or provide any information to any person relating to, or commence, continue or renew any due diligence investigations relating to, or enter into or consummate any transaction relating to, (i) any merger or sale of ownership interests in, or material assets of, SEEQC or any of its subsidiaries, or a recapitalization, share exchange, or similar transaction with respect to SEEQC or any of its subsidiaries, or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the ability of SEEQC or any of its subsidiaries to consummate the transactions contemplated by the Merger Agreement (the transactions in subsections (i) and (ii), collectively are referred to herein as a “SEEQC Competing Transaction”). In addition, SEEQC will, and will cause each of its representatives and affiliates to, promptly cease any and all existing discussions, negotiations and due diligence investigations with any person conducted heretofore with respect to any Competing SEEQC Transaction. SEEQC has agreed to promptly (and in no event later than 48 hours after becoming aware of such inquiry, proposal, offer or submission) notify Allegro if SEEQC receives any inquiry, proposal, offer or submission with respect to a SEEQC Competing Transaction, and will inform Allegro of the principal terms of the inquiry, proposal, offer or submission.

From the date of the Merger Agreement until Closing, or the earlier termination of the Merger Agreement in accordance with its terms, Allegro will not (and will not cause its affiliates or representatives to) solicit, initiate, enter into, or continue discussions, negotiations, or transactions with, or encourage or respond to any inquiries, proposals, offers or submissions by, or provide any information to any Person relating to, or commence, continue or renew any due diligence investigations relating to, or enter into or consummate any transaction relating to (i) any merger or sale of ownership interests in, or material assets of, Allegro or a subsidiary, or a recapitalization, share exchange, or similar transaction with respect to Allegro or a subsidiary or (ii) any financing, investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit Allegro from being able to consummate the transactions contemplated by the Merger Agreement (the transactions in subsections (i) and (ii), collectively “Allegro Competing Transactions”). In addition, Allegro has agreed to promptly cease any and all existing discussions, negotiations and due diligence investigations with any person conducted heretofore with respect to any Allegro Competing Transaction. Allegro has agreed to promptly (and in no event later than 48 hours after becoming aware of such inquiry, proposal, offer or submission) notify SEEQC if Allegro receives any inquiry, proposal, offer or submission with respect to an Allegro Competing Transaction, and will inform SEEQC of the principal terms of the inquiry, proposal, offer or submission.

Conduct of Business Pending the Merger

Until the earlier of the termination of the Merger Agreement and the closing of the Merger, Allegro, on the one hand, and SEEQC and its subsidiaries, including Merger Sub, on the other hand, have each agreed to carry on its business in the ordinary course consistent with past practice, except as otherwise required by law or required or permitted by the Merger Agreement or consented to in writing by Allegro (in the case of SEEQC and its subsidiaries, including Merger Sub) or SEEQC (in the case of Allegro).

In particular, each of SEEQC, Allegro and Merger Sub has agreed not to:

•        Amend its organizational documents;

•        Purchase, redeem or otherwise acquire, directly or indirectly, any capital stock or other equity interest, including any security exercisable for or exchangeable or convertible into, any such capital stock or equity interest, of Allegro or SEEQC;

•        Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or other equity interest, or split, combine or reclassify any equity interest or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock or other equity interest;

•        Issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any capital stock or other equity interest or any securities convertible into or exchangeable for any capital stock or other equity interest, or subscriptions, rights, warrants or options to acquire any capital stock or other equity interest, or any securities convertible into or exchangeable for any capital stock or other equity interest, or enter into other agreements or commitments of any character obligating it to issue any such capital stock or other equity interests or convertible or exchangeable securities, except in each case, for issuances of SEEQC Common Stock in respect of any exercise or settlement of (A) any SEEQC derivative securities currently outstanding or (B) any SEEQC derivate securities granted in the ordinary course of business and consistent with past practice;

•        Merge or consolidate with any person, or adopt a plan of complete or partial liquidation, dissolution, recapitalization or other reorganization;

•        Acquire or agree to acquire by merging or consolidating any subsidiary with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association, or other business organization or division thereof, or otherwise acquire or agree to acquire outside the ordinary course of business any assets which are material, individually or in the aggregate, to the business of such party, taken as a whole, as applicable, or enter into any joint ventures, strategic partnerships or alliances, or other arrangements that provide for exclusivity of territory or otherwise restrict such party’s ability to compete or to offer or sell any products or services to other persons;

•        Sell, lease, license, encumber or otherwise dispose of any material properties or assets, except in the ordinary course of business consistent with past practice;

•        Form or establish any subsidiary except in the ordinary course of business consistent with prior practice or in connection with an acquisition permitted by the Merger Agreement;

•        Close any facility or discontinue any material line of business or any material business operations;

•        Make capital expenditures that in any instance exceed $5,000,000 or in the aggregate exceed $10,000,000;

•        Incur any indebtedness for borrowed money or guarantee any such indebtedness of another person or persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities, enter into any “keep well” or other agreement to maintain any financial statement condition, or make any loans or otherwise extend any credit to another person (other than accounts receivable accrued in the ordinary course of business consistent with past practice from persons who are not affiliates of SEEQC or any of its subsidiaries), or enter into any arrangement having the economic effect of any of the foregoing;

•        Establish or materially increase any benefits under any employee plan, grant any severance or termination pay in the event of termination of an employee’s employment without cause, or materially increase the compensation payable or paid, whether conditionally or otherwise, to any employee, officer, or director of SEEQC, or amend, modify, or alter in any material respect any material employee plan, subject to certain exceptions set forth in the Merger Agreement;

•        Waive any stock repurchase rights, accelerate, amend or (except as specifically provided for in the Merger Agreement) change the period of exercisability of options or restricted stock, or reprice options granted under any employee plan;

•        Pay, discharge, settle or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of the Merger Agreement) other than the payment, discharge, settlement or satisfaction of any claims, liabilities, or obligations in the ordinary course of business consistent with past practice;

•        Waive the benefits of, agree to modify in any material manner, terminate, release any person from or knowingly fail to enforce any confidentiality or similar agreement to which SEEQC or any of its subsidiaries is a party or of which SEEQC or any of its subsidiaries is a beneficiary (other than with customers and other counterparties in the ordinary course of business consistent with past practices) or to which Allegro is a party or a beneficiary, as applicable;

•        Modify in any material respect or terminate any material contracts, or waive, delay the exercise of, release or assign any material rights or claims thereunder, or enter into a material contract, except in the ordinary course of business;

•        Abandon, dispose of, allow to lapse, transfer, sell, assign, or exclusively license to any person or otherwise extend, amend or modify any existing or future intellectual property rights or material assets, except in the ordinary course of business consistent with past practice;

•        Transfer or provide a copy of any SEEQC source code to any person other than current employees, contractors, and consultants of such party or one of its subsidiaries under current and enforceable confidentiality agreements;

•        Terminate, cancel or let lapse, in each case voluntarily, a material existing insurance policy covering such party or its subsidiaries or any of their respective properties, assets and businesses, unless substantially concurrently with such termination, cancellation or lapse, such party or its subsidiary enters into a replacement policy or policies underwritten by reputable insurance companies providing coverage at least substantially equal in all material respects to the coverage under the terminated, canceled or lapsed policy;

•        Enter into any material transaction with or distribute or advance any assets or property to any of its officers, directors, partners, stockholders, managers, members or other affiliates other than the payment of salary and benefits and the advancement of expenses in the ordinary course of business consistent with prior practice;

•        Except as required by law or U.S. GAAP, revalue any of its assets in any manner or make any change in accounting methods, principles or practices;

•        Make, revoke, amend, or rescind any tax elections or settle or compromise any tax liability or any action, audit or other similar proceeding related to taxes with any governmental authority, except as required by law, enter into any closing agreement with respect to any tax, surrender any right to claim a refund of taxes, execute any extension or waiver of restrictions on assessment or collection of any tax, or change any method of accounting for tax purposes or prepare or file any tax return in a manner inconsistent with past practice, fail to pay any tax when due (including any estimated tax payments), or enter into any tax sharing, tax allocation, tax receivable or tax indemnity agreement (other than any customary commercial agreement entered into in the ordinary course of business and not primarily relating to taxes);

•        Take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or would reasonably be expected to prevent or impede, either: (i) the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; or (ii) the SEEQC Preferred Stock Conversion from qualifying as a “reorganization” within the meaning of Section 368(a)(1)(E) of the Code, except to the extent required by Section 305(c) of the Code;

•        Engage any investment banker, financial advisor, broker, or finder or enter into any agreement with any person which will result in a material obligation of SEEQC or Allegro to pay any finder’s fee, brokerage fees, commission, or similar compensation, in either case in connection with the transactions contemplated by the Merger Agreement; or

•        Agree in writing or otherwise agree or commit to take any of the prohibited actions described above.

Additional Covenants of the Parties

The Merger Agreement also contains customary mutual covenants relating to the preparation of this consent statement/prospectus, the granting of access to information, the filing of tax returns and other tax matters, confidentiality, public announcements with respect to the transactions contemplated by the Merger Agreement, notification in certain events and the retention of various books and records.

Survival of Representations and Warranties

Except as otherwise contemplated by the Merger Agreement, none of the representations, warranties, covenants or agreements in the Merger Agreement will survive the Closing and all rights, claims and causes of action (whether in contract or in tort or otherwise, or whether at law or in equity) with respect thereto or arising from the transactions contemplated by the Merger Agreement will terminate at the Closing.

Termination

The Merger Agreement may be terminated, and the Merger may be abandoned at any time prior to the Closing:

•        by mutual written consent of Allegro and SEEQC;

•        by either Allegro or SEEQC if the Closing has not occurred on or before 5:00 p.m. Eastern Time on July 31, 2026 (the “Termination Date”); provided that (i) if the SEC has not declared this Registration Statement or the registration statement on Form S-1 to be filed in connection with the Public Offering effective on or prior to July 31, 2026, the Termination Date shall automatically be extended to October 31, 2026; and (ii) such right to terminate the Merger Agreement shall not be available to any party whose action or failure to act has been a principal cause of or primarily resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of the Merger Agreement;

•        by either Allegro or SEEQC if a governmental authority having competent jurisdiction has issued an order or taken any other action having the effect of permanently restraining, enjoining, or otherwise prohibiting the Merger, which order or other action has become final and nonappealable;

•        by SEEQC if (i) any of the representations and warranties of Allegro contained in the Merger Agreement fail to be true and correct such that certain of the conditions set forth therein cannot be satisfied or (ii) Allegro has breached or failed to comply with any of its obligations under the Merger Agreement such

that certain of the conditions set forth therein cannot be satisfied; provided, that if such inaccuracy or breach is curable by Allegro, then SEEQC may not terminate the Merger Agreement unless the inaccuracy or breach cannot or has not been cured by the earlier of (i) the third business day prior to the Termination Date and (ii) 30 days after delivery of a written notice from SEEQC to Allegro of such inaccuracy or breach; provided, further, that such right to terminate the Merger Agreement will not be available if SEEQC is in breach in any material respect of its obligations thereunder; or

•        by Allegro if (i) any of the representations and warranties of SEEQC contained in the Merger Agreement fail to be true and correct such that certain of the conditions set forth therein cannot be satisfied or (ii) SEEQC has breached or failed to comply with any of its obligations under the Merger Agreement such that certain of the conditions set forth therein cannot be satisfied; provided, that if such inaccuracy or breach is curable by SEEQC, then Allegro may not terminate the Merger Agreement unless the inaccuracy or breach cannot or has not been cured by the earlier of (i) the third business day prior to the Termination Date and (ii) 30 days after delivery of a written notice from Allegro to SEEQC of such inaccuracy or breach; provided, further, that such right to terminate the Merger Agreement will not be available if Allegro is in breach in any material respect of its obligations thereunder.

Amendments

The Merger Agreement may be amended by the parties to the Merger Agreement at any time by execution of an instrument in writing signed on behalf of each of the parties to the Merger Agreement.

Ancillary Agreements

SEEQC Support Agreement

Concurrently with the execution of the Merger Agreement, SEEQC, Allegro and certain of the stockholders of SEEQC (who collectively hold more than 66.7% of the SEEQC Preferred Stock and more than 50% of the capital stock of SEEQC) entered into the SEEQC Support Agreement, pursuant to which they agreed to vote or cause to be voted all shares of SEEQC Common Stock and SEEQC Preferred Stock beneficially held by them (i) in favor of all proposals necessary to effectuate the Transactions; and (ii) against (x) any proposal or offer from any other person (other than Allegro or its affiliates) with respect to certain competing transactions; and (y) any action, proposal, transaction, or agreement that could reasonably be expected to materially impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions or the fulfillment of SEEQC’s obligations under the Merger Agreement or change in any manner the voting rights of any class of shares of SEEQC (other than as contemplated by the Merger Agreement). Pursuant to the SEEQC Support Agreement, such stockholders also agreed to waive any appraisal or dissenters’ rights under applicable law and not to exercise any right to redeem shares of capital stock of SEEQC.

Allegro Support Agreement

Concurrently with the execution of the Merger Agreement, SEEQC, Allegro and certain of the initial stockholders of Allegro (who collectively hold more than 50% of the Allegro Common Stock) entered into the Allegro Support Agreement, pursuant to which they agreed to vote or cause to be voted all shares of Allegro Common Stock and Allegro Warrants beneficially held by them (i) in favor of all proposals necessary to effectuate the Transactions; (ii) in favor of Allegro Warrant Amendment, and (iii) against (x) any proposal or offer from any other person (other than SEEQC or its affiliates) with respect to certain competing transactions; and (y) any action, proposal, transaction, or agreement that could reasonably be expected to materially impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions or the fulfillment of Allegro’s obligations under the Merger Agreement or change in any manner the voting rights of any class of shares of Allegro (other than as contemplated by the Merger Agreement). Pursuant to the Allegro Support Agreement, such stockholders also agreed to waive any appraisal or dissenters’ rights under applicable law and not to exercise any right to redeem shares of capital stock of Allegro.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in this consent statement/prospectus. For the purpose of the discussion in this section, a 7.3359-for-1 stock split of SEEQC Common Stock has been assumed in this prospectus, and any references herein to the SEEQC Stock Split shall account for such assumption.

On January 16, 2026, Allegro Merger Corp. (“Allegro”) entered into an Agreement and Plan of Merger (“Merger Agreement”) with, SeeQC, Inc., a Delaware corporation (“SEEQC”), and SEEQC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of SEEQC (“Merger Sub”). Pursuant to the Merger Agreement, Allegro will merge with and into Merger Sub, with Allegro surviving the merger (the “Merger”). As a result of the Merger, Allegro will become a direct, wholly-owned subsidiary of SEEQC and the security holders of Allegro will become security holders of SEEQC.

Immediately prior to the Effective Time, all outstanding shares of preferred stock of SEEQC, par value $0.0001 per share (“SEEQC Preferred Stock”), will be mandatorily converted into shares of common stock of SEEQC, par value $0.0001 per share (“SEEQC Common Stock”), in accordance with the SEEQC’s Certificate of Incorporation (the “Certificate of Incorporation”) in effect immediately before the Effective Time (the “SEEQC Preferred Stock Conversion”). Immediately following the SEEQC Preferred Stock Conversion, but prior to the Effective Time, pursuant to an amendment to the Certificate of Incorporation, the outstanding shares of SEEQC Common Stock will be split, such that the holders of SEEQC Common Stock, as determined immediately following the SEEQC Preferred Stock Conversion but prior to the Effective Time, will hold, in the aggregate, 200,000,000 shares of SEEQC Common Stock (the “SEEQC Stock Split”), less the number of shares of SEEQC Common Stock issuable upon exercise, exchange or conversion of SEEQC’s derivative securities (after taking into account any adjustments to such securities as a result of the SEEQC Preferred Stock Conversion or the SEEQC Stock Split). The stock options (the “SEEQC Options”) and restricted stock units (the “SEEQC RSUs”) of SEEQC outstanding as of the Effective Time will remain outstanding, subject to adjustment as necessary based on the SEEQC Stock Split. SEEQC plans to list the SEEQC Common Stock to be issued in the Merger, including the shares issuable upon conversion of Allegro Rights and Allegro Warrants, on The Nasdaq Stock Market LLC, the New York Stock Exchange or the NYSE American under the symbol “SEQC”. SEEQC expects to submit an application for such listing prior to the consummation of the Merger and expects the effectiveness of such registration statement to occur immediately prior to or concurrent with the Closing.

At the Effective Time, each share of common stock of Allegro, par value $0.0001 per share (the “Allegro Common Stock”), and each right of Allegro (the “Allegro Rights”), that is issued and outstanding immediately before the Effective Time (other than shares held by Allegro, SEEQC or their subsidiaries and shares as to which statutory dissenter’s rights have been exercised) will be canceled and converted into and become the right to receive one share of SEEQC common stock (multiplied by 1/10th in the case of the Allegro Rights).

In connection with the Merger, Allegro is seeking to amend its redeemable common stock purchase warrants, each entitling the holder thereof to purchase one share of Allegro Common Stock at an exercise price of $11.50 (the “Allegro Warrants”), so that, immediately prior to the Effective Time, each outstanding Allegro Warrant will convert into the right to receive 0.1 of a share of SEEQC Common Stock (the “Allegro Warrant Amendment”). In the event that the Allegro Warrants are not amended and the Merger is consummated, SEEQC has agreed to assume them.

On April 22, 2026, Allegro and SEEQC entered into agreements (the “Allegro Warrant Support Agreements”) with holders representing approximately 48.5% of Allegro’s outstanding warrants, pursuant to which such holders agreed to support the proposed amendment to the Allegro Warrant Agreement. As a result, Allegro has received consents representing approximately 48.8% of the outstanding Allegro Warrants in favor of the Allegro Warrant Amendment. Approval of holders of at least 65% of the outstanding Allegro Warrants is required to effectuate the Allegro Warrant Amendment. See Note 1 — Conversion of Allegro Securities for more information.

In connection with the execution of the Merger Agreement, SEEQC and Allegro entered into subscription agreements (“Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to which Allegro will, substantially concurrently with, and contingent upon, the consummation of the Merger, issue shares of Allegro Common Stock to the PIPE Investors at a price of $5.00 per share (the “PIPE Shares”) and pre-funded common stock purchase warrants (the “Allegro Pre-Funded Warrants”) at a per share exercise price equal to $0.0001, for aggregate gross proceeds to Allegro of approximately $65.0 million (the “PIPE Investment”). The 12,400,000 PIPE Shares will be converted on one-for-one basis into shares of SEEQC Common Stock in connection with the

Merger. The 600,000 Allegro Pre-Funded Warrants will be assumed by SEEQC, effective upon the Closing, on the same economic terms as their initial terms and will be exercisable for shares of SEEQC Common Stock. See Note 1 PIPE Investment for more information.

Prior to or substantially concurrently with the Closing, SEEQC expects to complete a public offering of SEEQC Common Stock in the amount of $75.0 million on a National Stock Exchange (the “Public Offering”). See Note 1 Public Offering for more information.

The following unaudited pro forma condensed combined financial information is based on Allegro’s historical financial statements and SEEQC’s historical consolidated financial statements, adjusted to give effect to the Merger, and related transactions, including other material events discussed in Note 1 of the accompanying notes, the Public Offering, and the PIPE Investment (collectively, the “Transactions”).

The unaudited pro forma condensed combined balance sheet combines the historical balance sheets of Allegro and SEEQC as of March 31, 2026, and depicts the accounting of the Merger and related transaction, including Other Material Events, the PIPE Investment (presented as “PIPE Investment” adjustments), and the Public Offering (presented as “Public Offering” adjustments) (collectively, “pro forma balance sheet transaction accounting adjustments”). The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2026 and year ended December 31, 2025 combines the historical results of Allego and SEEQC for this period and depicts the pro forma balance sheet transaction accounting adjustments for the accounting of the Merger and related transactions, including Other Material Events, the PIPE Investment (presented as “PIPE Investment” adjustments), and Public Offering (presented as “Public Offering” adjustments) assuming that those adjustments were made as of January 1, 2025, which is the beginning of the earliest period presented (“pro forma statement of operations transaction accounting adjustments”). Collectively, pro forma balance sheet transaction accounting adjustments and pro forma statement of operations transaction accounting adjustments are referred to as “Transaction Accounting Adjustments.”

The unaudited pro forma condensed combined financial information has been derived from and should be read in conjunction with:

•        the accompanying notes to the unaudited pro forma condensed combined financial information;

•        the historical unaudited condensed financial statements of Allegro as of and for the three months ended March 31, 2026 and the related notes included elsewhere in this consent statement/prospectus;

•        the historical unaudited condensed consolidated financial statements of SEEQC as of and for the three months ended March 31, 2026 and the related notes included elsewhere in this consent statement/prospectus;

•        the historical audited consolidated financial statements of SEEQC as of and for the year ended December 31, 2025 and the related notes included elsewhere in this consent statement/prospectus;

•        the historical audited financial statements of Allegro as of and for the year ended December 31, 2025 and the related notes included elsewhere in this consent statement/prospectus;

•        the existing Merger Agreement and related agreements, copies of which are attached to this consent statement/prospectus as Annexes; and

•        the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Allegro”, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of SEEQC”, and the other financial information relating to Allegro and SEEQC included elsewhere in this consent statement/prospectus.

Appraisal Rights

In connection with the Merger, certain Allegro stockholders may be entitled to appraisal rights under Section 262 of the DGCL, which, if properly exercised, permit such stockholders to seek a judicial determination of the fair value of their shares and receive cash consideration in lieu of the Merger consideration. Pursuant to the Allegro Support Agreement, a majority of the Allegro stockholders have agreed to vote, or cause to be voted, in favor of all proposals necessary to effectuate the Merger and have waived any appraisal or dissenters’ rights under applicable law, including Section 262 of the DGCL. Consequently, only a minority of the holders of outstanding shares of Allegro Common Stock retain the ability to exercise statutory appraisal rights in connection with the Merger. Based on the foregoing, the unaudited pro forma condensed combined financial information does not reflect any adjustment for potential cash payments related to appraisal rights.

Warrant Conversion Scenarios

In connection with the Merger, Allegro will seek to amend the Allegro Warrant Agreement. In the event that the Allegro Warrants Agreement is not amended and the Merger is consummated, SEEQC will assume all outstanding Allegro Warrants upon Closing.

The unaudited pro forma condensed combined financial information presents two Allegro Warrants conversion scenarios as follows:

•        No Warrant Conversion Scenario (Scenario 1):    This scenario assumes that a majority of the holders of Allegro Warrants do not approve the Allegro Warrant Amendment proposal to have each Allegro Warrant convert into 0.1 of a share of SEEQC Common Stock in connection with the Merger. In this scenario, no shares of SEEQC Common Stock would be issued upon Closing in respect of the Allegro Warrants. Instead, SEEQC will assume all 15,322,500 outstanding Allegro Warrants upon Closing per the Merger Agreement, with each assumed warrant continuing to represent the right to acquire SEEQC Common Stock pursuant to its terms as adjusted for the customary anti-dilution adjustments described under the Merger Agreement. This is considered to be the most likely scenario.

•        Warrant Conversion Scenario (Scenario 2):    This scenario assumes that a majority of the holders of Allegro Warrants approve the Allegro Warrant Amendment proposal to have each Allegro Warrant convert into 0.1 of a share of SEEQC Common Stock in connection with the Merger. Under this scenario, SEEQC would issue an aggregate of 1,532,250 shares of SEEQC Common Stock upon such conversion. Upon conversion, all Allegro Warrants would be cancelled and no warrants would be assumed by SEEQC at Closing.

The unaudited pro forma condensed combined financial information is provided for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the Merger and related transactions, including Other Material Events, the Public Offering, and the PIPE Investment taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of combined company. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes to the unaudited pro forma condensed combined financial information. If the actual facts are different than these assumptions, the amounts and shares outstanding in the unaudited pro forma condensed combined financial information that follows will be different, and those changes could be material.