As filed with the Securities and Exchange Commission on June 29, 2026.

Registration No. 333-          

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

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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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SeeQC, Inc.
(Exact name of registrant as specified in its charter)

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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)

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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)

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Copies to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, 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(c) 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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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 of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CONTENTS

We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses by or on behalf of us. Neither we nor the underwriters take any responsibility for, and cannot provide any assurance as to the reliability of, any other information that others may provide you. The information contained in this prospectus or in any applicable free writing prospectus is accurate only as of the date of this prospectus or such free writing prospectus, as applicable, regardless of the time of delivery of this prospectus or any such free writing prospectus or of any sale of the securities offered hereby. Our business, operating results, financial condition and prospects may have changed since that date.

This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. Neither we nor any of the underwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons who have come into possession of this prospectus in a jurisdiction outside the United States are required to inform themselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

BASIS OF PRESENTATION

As used in this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” the “Company,” “SEEQC” and similar references refer to SeeQC, Inc. together with its subsidiaries.

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our fiscal year ends on December 31 of each year. References to fiscal 2025 and 2024 are references to the years ended December 31, 2025 and 2024, respectively. Our most recent fiscal year ended on December 31, 2025.

Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.

TRADEMARKS

This prospectus contains references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays, may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the following risks and uncertainties, together with all of the other information contained in this prospectus, including our consolidated financial statements and related notes included elsewhere in this prospectus, and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before making an investment decision. The risks described below are not the only ones facing us. The occurrence of any of the following risks, or of additional risks and uncertainties not presently known to us or that we currently believe to be immaterial, could materially and adversely affect our business, prospects, financial condition or results of operations. In such case, the trading price of our common stock could decline, and you may lose part or all of your investment.

Risks Related to Our Financial Condition and Status as an Early-Stage Company

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. 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 an adverse impact on 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 consolidated financial statements, and/or seeking protection under bankruptcy laws. 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,

including holders of PIPE Shares, which are not subject to contractual lock-up agreements and entitled to registration rights, 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.

We have incurred recurring losses and negative operating cash flows since 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, and 4.9 million and $2.1 million for the three months ended March 31, 2026 and March 31, 2025, respectively. Our consolidated financial statements included elsewhere in this prospectus have been prepared assuming that we will continue as a going concern. As of March 31, 2026 and December 31, 2025, we had an accumulated deficit of $60.5 million and $55.6 million, respectively. 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 $4.1 million and $0.8 million, respectively, and for the three months ended March 31, 2026 and March 31, 2025, respectively, our total revenue was $0.9 million and $1.0 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, or manage 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 and December 31, 2024, 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 this offering. Similar rules may apply under state tax laws. We have not yet determined the amount of the cumulative change in our ownership resulting from this offering, 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 services and 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. We and several customers and partners using and/or co-developing our 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 our 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.

Risks Related to Our Business and Industry

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

Our 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 our superconducting foundry services (wafer fabrication), which is currently commercial and generating revenue, our quantum computing solutions are in various stages of active development. Our platform consists of multiple functional components, including digital control, readout, multiplexing, and quantum — classical interface technologies. We have 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. Our current revenue base reflects this stage of development. For example, approximately 95% of our 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%. Our near-term focus is on the integration of existing functional components into scalable, system-level solutions. There can be no assurance that we will be able to complete the development of our chip technology and generate revenue from fully commercialized product sales on our 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 we believe our digital cryogenic architecture enables scaling to large qubit counts, there can be no assurance that we will be able to successfully scale our technology as anticipated. As we attempt to scale our 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 we are unable to scale our technology effectively, we 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.

We have 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 our technology fails to perform as expected in customer deployments, we 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 our business, financial condition, results of operations, and prospects.

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

Our value proposition depends in part on continued progress in scaling quantum computer processors and quantum systems by full-stack quantum computing companies. Although our 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 our 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 we cannot predict. If progress in quantum computing hardware or quantum error correction does not occur as anticipated, or if developments in these areas render our technology less relevant or require significant redesign, our 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 our 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 us to engage in ongoing customization efforts to meet varying customer requirements, which could increase integration cycle times and limit the performance of our chip integration. Supporting diverse customer requirements may also require us 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 us to redesign or modify our products. Any of these factors could increase our costs, delay product development and limit our 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 our 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 our business, financial condition, results of operations and prospects.

Customers may choose to develop internal solutions rather than adopt our 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 us. 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 our 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 our technology, demand for our chip technology could be materially reduced, which could materially and adversely affect our 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 our 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 our products may be limited or may not materialize at all. The value of our 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 our 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 our business, financial condition, results of operations, and prospects.

We depend on a limited supply of specialized inputs, including helium, specialty gases, and superconducting and related 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 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

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 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 (“U.K. GDPR”) imposes strict requirements for processing personal data. For example, under the U.K. 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 (U.K.), Canada, Australia and other jurisdictions to the United States or other countries. The U.K. and other jurisdictions have enacted laws requiring data to be localized or limiting the transfer of personal data to other countries. In particular, the U.K. 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 U.K. to the United States in compliance with law, such as the U.K.’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 U.K. 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 U.K. 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 U.K. 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

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 Being a Public Company

An active trading market for our common stock may not develop or be sustained.

Prior to this offering, there has been no public market for our common stock. We have applied to list our common stock on Nasdaq under the symbol “SEQC.” There is no assurance that our common stock will be listed on Nasdaq. An active trading market for our shares may never develop or be sustained after the closing of this offering. In addition, the initial price for our common stock in this offering was determined through negotiations with the underwriters and may vary from the market price of our common stock after the closing of this offering. The lack of an active market may impair the value of your shares, your ability to sell your shares at the time you wish to sell them and the prices that you may obtain for your shares. Further, an inactive trading market for our shares may also impair our ability to raise capital by selling shares of our common stock or enter into strategic partnerships and transactions by issuing our shares of common stock as consideration. If an active trading market for our common stock does not develop, or is not sustained, you may not be able to sell your shares quickly or at the market price, or at all, and it may be difficult for you to sell your shares without depressing the market price for our common stock.

Additionally, in the event that our common stock is listed but is subsequently delisted, SEEQC could face significant material adverse consequences, including:

•        a limited availability of market quotations for our common stock;

•        reduced liquidity for our common stock;

•        to the extent that we do 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 our common stock are “penny stocks” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our 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 trading price of our common stock may be volatile, and you could lose all or part of your investment.

The trading price of our common stock after the closing of this offering is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control, including limited trading volume. In addition to the factors discussed in this “Risk Factors” section and elsewhere in this prospectus, these factors include:

•        announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors;

•        our ability to effectively manage our growth;

•        actual or anticipated variations in quarterly operating results;

•        our cash position;

•        our failure to meet the estimates and projections of the investment community or that we may otherwise provide to the public;

•        changes in the market valuations of similar companies;

•        overall performance of the equity markets;

•        sales of our common stock by us or our stockholders in the future;

•        low trading volume of our common stock, which may impair our ability to raise capital or enter into strategic collaborations and acquisitions by using our common stock as consideration;

•        changes in accounting practices;

•        ineffectiveness of our internal controls;

•        disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies;

•        significant lawsuits, including patent or stockholder litigation;

•        general political and economic conditions; and

•        other events or factors, many of which are beyond our control.

In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors, as well as local or global socio-economic and political factors, including the conflicts in Ukraine, Israel and the Middle East, may negatively affect the market price of our common stock, regardless of our actual operating performance. If the market price of our common stock after the closing of this offering does not exceed the price you paid for them, you may not realize any return on your investment in us and may lose some or all of your investment. In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of a company’s securities. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources.

We do not intend to pay dividends on our common stock so any returns will be limited to the value of our stock.

We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Furthermore, future debt or other financing arrangements may contain terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock. Any return to stockholders will therefore be limited to the appreciation of their stock. See the section titled “Dividend Policy” for additional information.

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 our 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 holders of our common stock and the holders of certain of equity compensation awards, each as of immediately prior to the closing of the Merger, are entitled to receive up to 60,000,000 additional shares of our common stock in connection with the Merger if certain earnout price conditions are met. Furthermore, the stock options and restricted stock units outstanding as of the effective time of the Merger will remain outstanding, subject to adjustments as necessary based on the Stock Split. To the extent these awards are exercised and settled, we will issue the underlying shares, which will result in dilution to our stockholders and increase the number of shares of our 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 our common stock.

We may seek additional capital through a combination of public and private equity offerings, such as the PIPE Investment, 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 our 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 our 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 our common stock.

We cannot predict the size of future issuances of our common stock or securities convertible into our common stock or the effect, if any, that future issuances and sales of our common stock will have on the market price of our common stock. Sales of substantial amounts of our 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 our common stock.

The Allegro Warrant Amendment may not be approved, and if approved, will result in immediate dilution to our stockholders.

In connection with the Merger, Allegro is seeking to amend the Allegro Warrants, so that, immediately prior to the effective time of the Merger, each outstanding Allegro Warrant will convert into the right to receive 0.1 of a share of our common stock. Approval of holders of at least 65% of the outstanding Allegro Warrants is required to effectuate the Allegro Warrant Amendment. As of April 22, 2026, Allegro has received consents representing approximately 48.8% of the outstanding Allegro Warrants in favor of the Allegro Warrant Amendment. There can be no assurance that the requisite approval will be obtained.

If the Allegro Warrant Amendment is approved, we will issue an aggregate of 1,532,250 shares of our common stock upon conversion of all outstanding Allegro Warrants, which will result in immediate dilution to our stockholders and could depress the market price of our shares. Additionally, the issuance of such shares could increase the number of shares of our common stock eligible for resale in the public market, which could adversely affect prevailing market prices of our common stock.

If the Allegro Warrant Amendment is not approved and the Merger is consummated, we have agreed to assume all 15,322,500 outstanding Allegro Warrants on their existing terms, including the 1-for-1 share conversion and the $11.50 exercise price, except that the warrants will become exercisable for our common stock instead of Allegro Common Stock. The assumption of these warrants could result in significant additional dilution to our stockholders if the warrants are exercised, and the existence of the warrants may adversely affect the market price of our common stock. Furthermore, the terms of the assumed warrants may be less favorable to us than the terms that would have applied if the Allegro Warrant Amendment had been approved.

We are an “emerging growth company” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are 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 registration statement under the Securities Act of 1933, as amended (the “Securities Act”) 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 concurrent consummation of the Merger and the closing of this offering, (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 our 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 our common stock less attractive if we choose to rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our 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 subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives, which may divert management’s attention from our focus on our business strategy and revenue-generating activities, which could prevent us from improving our business, results of operations and financial condition. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. We are evaluating these rules and regulations, and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, which in turn could make it more difficult for us to attract and retain qualified members of our board of directors.

Furthermore, the need to establish and further develop the corporate infrastructure demanded of a public company may require us to make, and continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company. Pursuant to Section 404 of the Sarbanes-Oxley Act, we will be required to furnish a report by our management on our internal control over financial reporting beginning with our second filing of an Annual Report on Form 10-K with the SEC after we become a public company. However, while we remain an emerging growth company or non-accelerated filer, we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. To achieve compliance with Section 404 of the Sarbanes-Oxley Act within the prescribed period, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants, adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing whether such controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. In addition, if we identify one or more material weaknesses as a result of this implementation and evaluation process, it could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.

If we are unable to maintain an effective system of internal controls and compliance, our business and reputation could be adversely affected.

While we manage regulatory compliance by monitoring and evaluating our internal controls to ensure that we are in compliance with all relevant statutory and regulatory requirements, there can be no assurance that deficiencies in our internal controls and compliance will not continue to arise, or that we will be able to implement, and continue to maintain, adequate measures to rectify or mitigate any such deficiencies in a timely manner or at all. There are inherent limitations to the effectiveness of any system of controls and procedures, including the possibility of human error, the circumvention or overriding of the controls and procedures and reasonable resource constraints. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with our policies and procedures may

deteriorate. As we continue to grow, there can be no assurance that there will be no instances of non-compliance with statutory requirements, which may subject us to regulatory action, including monetary penalties, which may in turn adversely affect our business and reputation.

We have identified material weaknesses in our internal control over financial reporting. If we fail to remediate the material weaknesses, or if we experience additional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting or disclosure control in the future, we may be unable to produce accurate and timely financial statements or detect acts of fraud, which may adversely affect investor confidence in us, and, as a result, the value of our common stock, or result in delisting, sanctions or other penalties that could harm our business.

Prior to the consummation of this offering, we have been a private company. As a private company, we were not required to have designed or maintained an effective control environment as that of a public company under the rules and regulations of the SEC. Although we are not yet subject to the certification or attestation requirements of Section 404 (“Section 404”) of the Sarbanes-Oxley Act, we have identified material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.

In connection with preparing our audited consolidated financial statements for the years ended December 31, 2025 and 2024, we identified control deficiencies in the design and operation of our internal control over financial reporting that constituted material weaknesses, which remain unremediated as of December 31, 2025. The material weaknesses identified in our internal controls related to (i) lack of formal policies, procedures and controls related to the design of internal controls over financial reporting including risk assessment and control activities for certain key financial reporting processes; (ii) general information technology controls that were not designed appropriately (access and system changes); and (iii) lack of sufficient accounting and finance personnel to perform appropriate segregation of duties in the preparation and review of key control activities.

We intend to implement near-term measures designed to improve our internal control over financial reporting and remediate these material weaknesses, including formalizing our processes and internal control documentation and strengthening supervisory reviews by our financial management; hiring additional qualified accounting and finance personnel and, engaging financial consultants to assist in the design and implementation of internal control over financial reporting and improving segregation of duties among accounting and finance personnel in the preparation and review of key control activities. We will also review and improve the design of our general information technology controls including managing user access and privileged access, managing changes in the information systems and segregation of duties. While we are implementing these measures, we cannot assure you that these efforts will remediate our material weaknesses in a timely manner, or at all, or prevent restatements of our financial statements in the future.

If we are unable to successfully remediate the existing material weaknesses in our internal control over financial reporting, the accuracy and timing of our financial reporting and the price of our common stock may be adversely affected, and we may be unable to maintain compliance with the applicable stock exchange listing requirements. Implementing any appropriate changes to our internal control over financial reporting may divert the attention of our management and employees, entail substantial costs to modify our existing processes and take significant time to complete. These changes may not, however, be effective in maintaining the adequacy of our internal control over financial reporting, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and harm our business.

Section 404 requires that we include a report of management on, among other things, the effectiveness of our internal control over financial reporting in our second annual report on Form 10-K filed with the SEC and in each year thereafter. Our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting in our first annual report required to be filed with the SEC following the date we are no longer an “emerging growth company.” If we identify any additional material weaknesses in our internal control over financial reporting in the future, or if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting

obligations, which could result in the restatement of our financial statements and cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets and harm our results of operations. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from The Nasdaq Stock Market LLC, the New York Stock Exchange or the NYSE American, as applicable, regulatory investigations and civil or criminal sanctions.

If we do not meet the expectations of equity research analysts, if they do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our common stock, the price of our common stock could decline.

The trading market for our common stock will rely in part on the research and reports that equity research analysts publish about us and our business. The analysts’ estimates are based upon their own opinions and are often different from our estimates or expectations. If our results of operations are below the estimates or expectations of public market analysts and investors, the price of our common stock could decline. Moreover, the price of our common stock could decline if one or more securities analysts downgrade our common stock or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business.

A significant portion of our total outstanding shares are eligible to be sold into the market in the near future, which could cause the market price of our common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of our common stock in the public market, or the perception in the market that the holders of a large number of stockholders intend to sell shares of our common stock, could reduce the market price of our common stock. After the closing of this offering, we will have            shares of common stock outstanding. This includes the shares that we are selling in this offering, which may be resold in the public market immediately without restriction, unless purchased by our affiliates. Substantially all of the remaining            shares of common stock initially will be restricted as a result of securities laws, market standoff provisions or lock-up agreements, but will become eligible to be sold after the closing of this offering as described in the section titled “Shares Eligible for Future Sale.”

We have agreed to register certain shares held by our stockholders and certain of Allegro’s stockholders within 30 days of the closing of the Merger and to register the PIPE Shares within 20 days of closing. In addition, we intend to register all shares of common stock subject to equity awards issued or reserved for future issuance under our equity compensation plans on a registration statement on Form S-8. Once we register these shares, they can be freely sold in the public market upon issuance, subject to volume limitations applicable to affiliates under Rule 144 under the Securities Act and the market standoff provisions and lock-up agreements described above, if applicable. However, certain of our shares are not subject to lock-up agreements, including the PIPE Shares, shares of common stock issued or issuable to the holders of Allegro warrants, and shares of our common stock issued to certain advisors as consideration for services. Any sales of securities by these stockholders could have a negative impact on the trading price of our common stock.

If you purchase common stock in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our common stock is substantially higher than the net tangible book value per share of our common stock. Net tangible book value represents the amount by which our total assets (net of goodwill, right-of-use operating lease assets and deferred offering costs) exceed our liabilities. Based on an assumed initial public offering price of $            per share (the midpoint of the price range set forth on the cover page of this prospectus), you will experience immediate dilution of $            per share as of            , 2026 representing the difference between our pro forma as adjusted net tangible book value per share, after giving effect to this offering and the assumed initial public offering price. This dilution is due to our investors who purchased shares prior to this offering having paid a price for their shares that is substantially less than the price offered to the public in this offering, as well as the exercise of stock options granted to our employees. To the extent any outstanding options are exercised, you will experience further dilution. As a result of this dilution, investors purchasing stock in this offering may receive significantly less than the full purchase price that they paid for the shares purchased in this offering in the event of a liquidation. See the section titled “Dilution” for additional information.

Future sales, or the perception of future sales, by us or our stockholders in the public market after this offering could cause the market price for our common stock to decline.

The sale of shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

In connection with the Merger Agreement with Allegro, we have agreed to register shares of our common stock to be issued or issuable to certain of our stockholders and certain Allegro stockholders upon consummation of the Merger pursuant to a registration statement to be filed with the SEC no later than thirty (30) days following the date of the closing of the Merger. In addition, we have agreed to register shares of our common stock to be issued or issuable to the PIPE Investors upon consummation of the PIPE Transaction pursuant to a registration statement to be filed with the SEC no later than twenty (20) days following the date of the closing of the Merger. 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 our common stock.

Pursuant to our 2026 Plan, which will become effective in connection with this offering, our management is authorized to grant stock options and other equity-based awards to our employees, directors and consultants. Additionally, the number of shares of our common stock reserved for issuance under our 2026 Plan will automatically increase on January 1 of each calendar year, beginning on January 1, 2027 and continuing through and including January 1, 2036, by 5% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by our board of directors. Unless our board of directors elects not to increase the number of shares available for future grant each year, our stockholders may experience additional dilution, which could cause our stock price to fall.

In the future, we may also issue our securities in connection with investments or acquisitions. The amount of our securities issued in connection with an investment or acquisition could constitute a material portion of the then-outstanding shares of our common stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to our stockholders.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our common stock. We expect that we will use the net proceeds of this offering as set forth in the section titled “Use of Proceeds.” However, our use of these proceeds may differ substantially from our current plans. The failure by our management to apply these funds effectively could result in financial losses that could have a negative impact on our business, cause the price of our common stock to decline and delay the development of our product candidates. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

If the price of our common stock fluctuates after this offering, you could lose a significant part of your investment.

The market price of our common stock could be subject to wide fluctuations in response to, among other things, the risk factors described in this prospectus, and other factors beyond our control, such as fluctuations in the valuation of companies perceived by investors to be comparable to us. Furthermore, the stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political, and market conditions, the occurrence of natural disasters, pandemics, geopolitical tensions, military conflicts, recessions, inflation, interest rate changes or international currency fluctuations, may negatively affect the market price of our common stock. In the past, many companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws that will be in effect at the completion of this offering could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of our common stock.

Provisions of our Sixth Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) and Amended and Restated Bylaws (“Bylaws”), which will become effective in connection with the consummation of the Merger, respectively, may delay or discourage transactions involving an actual or potential change in our control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock. Among other things, our amended and restated certificate of incorporation and amended and restated bylaws will:

•        permit our board of directors to issue up to 300,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate (including the right to approve an acquisition or other change in our control);

•        provide that the authorized number of directors may be changed only by resolution of the board of directors;

•        provide that the board of directors or any individual director may only be removed with cause and the affirmative vote of the holders of at least 66-2/3% of the voting power of all of our then outstanding common stock;

•        provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;

•        divide our board of directors into three classes;

•        require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent;

•        provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner and also specify requirements as to the form and content of a stockholder’s notice;

•        do not provide for cumulative voting rights, therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose; and

•        provide that special meetings of our stockholders may be called only by the Chairman of the board, our Chief Executive Officer or by the board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors.

The amendment of any of these provisions, with the exception of the ability of our board of directors to issue shares of preferred stock and designate any rights, preferences and privileges thereto, would require approval by the holders of at least 66-2/3% of our then-outstanding common stock.

In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law (“DGCL”). These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a certain period of time. A Delaware corporation may opt out of this provision by express provision in its original certificate of incorporation or by amendment to its certificate of incorporation or bylaws approved by its stockholders. However, we have not opted out of this provision.

These and other provisions in our Certificate of Incorporation, Bylaws and Delaware law could make it more difficult or costly for stockholders or potential acquirors to obtain control of our board of directors or initiate actions that are opposed by our then-current board of directors, including delay or impede a merger, tender offer or proxy contest involving our company. The existence of these provisions could negatively affect the price of our common stock and limit opportunities for you to realize value in a corporate transaction.

For information regarding these and other provisions, see the section titled “Description of Capital Stock.”

The provision of our Certificate of Incorporation designating the Court of Chancery in the State of Delaware and the federal district courts of the United States as the exclusive forums for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.

Our Certificate of Incorporation, as will be in effect upon the closing of the Merger, will provide that, unless we consent in writing to the selection of an alternative forum, the Delaware Court of Chancery will be the sole and exclusive forum for: (1) any derivative action or proceeding brought on behalf of our company, (2) any action asserting a claim of breach of fiduciary duty owed by any director, officer, agent or other employee or stockholder of our company to us or our stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL, our Certificate of Incorporation or our Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (4) any action asserting a claim governed by the internal affairs doctrine, in each case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. It will further provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolutions of any complaint asserting a cause of action arising under the Securities Act. The exclusive forum clauses described above shall not apply to suits brought to enforce a duty or liability created by the Exchange Act, or the rules and regulations under the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and consented to, the exclusive forum provisions in our Certificate of Incorporation.

Although we believe these provisions benefit us by providing increased consistency in the application of applicable law in the types of lawsuits to which they apply, the provisions may have the effect of discouraging lawsuits against our directors and officers and may limit a stockholder’s ability to bring a claim in a judicial forum it finds favorable for disputes with us or our directors, officers or employees. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings and there is uncertainty as to whether a court would enforce such provisions, in particular with respect to causes of action arising under the Securities Act. In addition, investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. It is possible that, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in our Certificate of Incorporation to be inapplicable or unenforceable in such action. If so, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

Our common stock has a limited trading history and liquidity.

Our common stock has had limited trading volume to date. An active, liquid and orderly market for our common stock may not develop or be sustained, and investors may be unable to sell their shares at or above the offering price-or at all. The market price of our shares could be volatile due to changes in our operating performance, general market conditions, or factors beyond our control.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of the federal securities laws, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements other than statements of historical facts, including statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, financing needs, plans or intentions relating to markets, and business trends and other information contained in this prospectus are forward-looking statements, including statements about:

•        our ability to grow and manage growth profitably;

•        our financial and business performance and business metrics;

•        the benefits of the Merger;

•        our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

•        the implementation, market acceptance and success of our business model;

•        our market opportunity and the potential growth of that market;

•        our ability to effect our growth strategies, and make acquisitions, form joint ventures or make investments in companies and technologies successfully; and

•        our future capital requirements and sources and uses of cash.

These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements. The following factors, among others, may cause actual results to differ materially from those expressed or implied in our forward-looking statements:

•        our ability to keep pace with technological advances and our dependance on advances in technology by other companies, many of which have substantially greater resources than we do;

•        our dependence on the continuing efforts of our key personnel and on our ability to attract and retain highly skilled personnel and senior management;

•        that we have identified material weaknesses in our internal control over financial reporting which, if not corrected, could affect the reliability of our consolidated financial statements;

•        the potential of quantum computing and estimated market size and market growth of quantum computing;

•        the success of our partnerships and collaborations;

•        our ability to accelerate our development of chip-based digital technologies, our superconducting foundry assets, chip, firmware and software capabilities;

•        customer concentration and the risk that a significant portion of our revenue currently depends on contracts with the public sector;

•        the outcome of any legal proceedings that may be instituted against us or others with respect to the Merger or other matters;

•        our ability to execute on our business strategy;

•        our financial performance, growth rate and market opportunity;

•        our ability to maintain the listing of our common stock on Nasdaq, and the potential liquidity and trading of such securities;

•        the ability to recognize the anticipated benefits of the Merger, which may be affected by, among other things, competition, our ability to grow and manage growth profitably, maintain relationships with customers and suppliers and retain our management and key employees;

•        changes in applicable laws or regulations;

•        the sufficiency of our cash resources and our ability to raise additional capital;

•        unfavorable conditions in our industry, the global economy or global supply chain (including any supply chain

•        our success in retaining or recruiting, or changes required in, our officers, key employees or directors;

•        our ability to expand or maintain our existing customer base;

•        any disruptions or threatened disruptions to our relationships with our distributors, suppliers, customers and employees, including shortages in components for our products;

•        changes in the supply, demand and/or prices for our products and services and our ability to perform under existing contracts and obtain new contracts;

•        failure to develop new products or integrate new technology into current products;

•        our anticipated use of the net proceeds from this offering;

•        the accuracy of our estimates regarding expenses, future revenues, capital requirements and needs for additional financing;

•        our expectations regarding the period during which we qualify as an emerging growth company and smaller reporting company;

•        our ability to compete effectively in a competitive industry;

•        our ability to protect and enhance our corporate reputation and brand; and

•        the impact from future regulatory, judicial, and legislative changes in our industry.

In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “continue” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target” or “will” or the negative of these terms or other similar expressions intended to identify statements about the future. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read the section titled “Risk Factors” for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements in this prospectus by these cautionary statements.

MARKET, INDUSTRY AND OTHER DATA

This prospectus contains statistical data, estimates and forecasts that are based on independent industry publications or other publicly available information, as well as other information based on our internal sources. While we believe the industry and market data included in this prospectus are reliable and are based on reasonable assumptions, these data involve many assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and other publicly available information. None of the industry publications referred to in this prospectus were prepared on our or on our affiliates’ behalf or at our expense. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

DIVIDEND POLICY

We have never declared or paid, and do not anticipate declaring or paying, in the foreseeable future, any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings to support our operations and finance the growth and development of our business. Any future determination related to our dividend policy will be made at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, business prospects and other factors our board of directors may deem relevant.

USE OF PROCEEDS

We estimate that the net proceeds to us from this offering will be approximately $            million (or approximately $            million if the underwriters exercise their option to purchase additional shares in full) from the sale of the shares of our common stock offered by us in this offering, assuming an initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $            million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. Each one million share increase (decrease) in the number of shares offered by us would increase (decrease) the net proceeds to us from this offering by approximately $            million, assuming that the assumed initial offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We do not expect that a change in the initial price to the public or the number of shares by these amounts would have a material effect on the uses of the proceeds from this offering, although it may accelerate the time at which we will need to seek additional capital.

We intend to use the net proceeds from this offering for general corporate purposes. A portion of our net proceeds may be used for product development and capital expenditures as we continue to invest in our technology and business. Our management will have broad discretion in the application of the net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of those net proceeds. Pending these uses, we plan to invest these net proceeds in short-term, interest bearing obligations, investment-grade instruments, medium term securities, certificates of deposit or direct or guaranteed obligations of the United States.

In addition, we expect to receive net proceeds of approximately $62.4 million from the concurrent PIPE Investment, after deducting placement fees and other offering costs. We intend to use such proceeds for general corporate purposes.

CAPITALIZATION

The following table sets forth our cash, cash equivalents and short-term investments and our capitalization as of March 31, 2026 as follows:

•        on an actual basis;

•        on a pro forma basis to give effect to the conversion of all outstanding shares of preferred stock into            shares of common stock, the Stock Split, the issuance of            shares of our common stock in the Merger, the issuance of 12,400,000 shares of common stock, the non-approval or approval of the Allegro Warrant Amendment resulting in the issuance of 1,532,250 shares of common stock upon the conversion of all outstanding Allegro Warrants pursuant to Scenario 1 or Scenario 2, as applicable; and

•        on a pro forma as adjusted basis to give effect to (1) the pro forma items described immediately above, and (2) our sale of            shares of common stock in this offering at an assumed initial public offering price of $            per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discount and estimated offering expenses.

The pro forma and pro forma as adjusted information below is illustrative only, and our capitalization following the closing of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this information in conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus, the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information contained in this prospectus.

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(1)      Each $1.00 increase (decrease) in the assumed initial public offering price of our common stock of $            per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase (decrease) the as adjusted amount of each of cash, cash equivalents, and investments, working capital, total assets, and total
    

stockholders’ equity by approximately $            million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. Each 1,000,000 increase (decrease) in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) the as adjusted amount of each of cash, cash equivalents, and investments, working capital, total assets and total stockholders’ equity by approximately $            million, assuming no change in the assumed initial offering price per share, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters’ option to purchase additional shares is exercised in full, pro forma as adjusted cash, cash equivalents and short-term investments, additional paid-in capital, total stockholders’ (deficit) equity and total capitalization and shares of common stock outstanding would be $            million, $            million, $            million, $            million and            shares, respectively.

The number of shares of our common stock to be outstanding after this offering is based on            shares of our common stock outstanding as of            , 2026, assuming the conversion of all outstanding shares of preferred stock into            shares of common stock, the Stock Split, the issuance of            shares of our common stock in the Merger, the issuance of 12,400,000 shares of common stock the approval of the Allegro Warrant Amendment resulting in the issuance of 1,532,250 shares of common stock upon the conversion of all outstanding Allegro Warrants, and excludes:

•                    shares of common stock issuable upon the exercise of stock options outstanding as of            , 2026, under our 2019 Plan, with a weighted-average exercise price of $            per share;

•                    shares of common stock reserved for future issuance under our 2026 Plan, which will become effective in connection with this offering;

•                    shares of common stock reserved for future issuance under our 2026 ESPP, which will become effective in connection with this offering;

•        up to 60,000,000 shares of common stock that may be issued pursuant to earnout arrangements in connection with the Merger; and

•        600,000 shares of common stock underlying pre-funded common stock purchase warrants in the PIPE Investment.

Our 2026 Plan and 2026 ESPP provide for annual automatic increases in the number of shares reserved thereunder. See the section titled “Executive and Director Compensation — Equity Incentive Plans” for additional information.

DILUTION

If you invest in our common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value (deficit) per share of our common stock after this offering.

As of March 31, 2026, our historical net tangible book value (deficit) was $            million, or $            per share of our common stock. Our historical net tangible book value (deficit) per share represents the amount of our total tangible assets less our total liabilities and convertible preferred stock, which is not included in our stockholders’ deficit, divided by the total number of shares of common stock outstanding as of March 31, 2026.

After giving effect to the conversion of all our outstanding shares of convertible preferred stock into            shares of common stock in connection with the closing of the merger, the Stock Split, and the issuance of            shares of our common stock in the Merger, the issuance of 12,400,000 shares of common stock and the non-approval or approval of the Allegro Warrant Amendment resulting in the issuance of 1,532,250 shares of common stock upon the conversion of all outstanding Allegro Warrants, as applicable, our pro forma net tangible book value as of March 31, 2026 would have been $            million, or $            per share of our common stock under Scenario 1 and $            million, or $            per share of our common stock under Scenario 2.

After giving further effect to the sale of            shares of our common stock that we are offering at the assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the underwriting discount and estimated offering expenses, our pro forma as adjusted net tangible book value as of March 31, 2026 would have been $            million, or $            per share under Scenario 1 or $            million, or $            per share of our common stock under Scenario 2. This amount represents an immediate increase in pro forma net tangible book value of $            per share or $            per share, as applicable, to our existing stockholders and an immediate dilution in pro forma net tangible book value of $            per share or $            per share, as applicable, to new investors participating in this offering.

We determine dilution per share to new investors by subtracting pro forma as adjusted net tangible book value per share after this offering from the assumed initial public offering price per share paid by new investors. The following table illustrates this dilution:

The dilution information discussed above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. Each $1.00 increase (decrease) in the assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted net tangible book value per share after this offering by $             under Scenario 1 or $            under Scenario 2, and dilution in pro forma as adjusted net tangible book value per share to new investors by $            under Scenario 1 or $            under Scenario 2, in each case assuming that the number of shares we offer, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discount and estimated offering expenses. We may also increase or decrease the number of shares we

are offering. Each one million share increase in the number of shares we offer would increase our pro forma as adjusted net tangible book value per share after this offering by $            under Scenario 1 or $            under Scenario 2 and decrease the dilution to investors participating in this offering by $            per share under Scenario 1 or $            per share under Scenario 2, and each one million share decrease in the number of shares we offer would decrease our pro forma as adjusted net tangible book value per share after this offering by $            under Scenario 1 or $            under Scenario 2 and increase the dilution to investors participating in this offering by $            per share under Scenario 1 or $            per share under Scenario 2, in each case assuming that the assumed initial public offering price remains the same, and after deducting the underwriting discount and estimated offering expenses.

If the underwriters exercise their option to purchase up to            additional shares of our common stock in full in this offering, the pro forma as adjusted net tangible book value after the offering would be $            per share under Scenario 1 or $            per shahre under Scenario 2, the increase in pro forma as adjusted net tangible book value per share to existing stockholders would be $            per share under Scenario 1 or $            per share under Scenario 2 and the dilution per share to new investors would be $            per share under Scenario 1 or $            per share under Scenario 2, in each case assuming an initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

To the extent that outstanding options with an exercise price per share that is less than the pro forma as adjusted net tangible book value per share are exercised, if any restricted stock units vest and settle, or if the earnout conditions set forth in the Merger Agreement are met, new investors will experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

The following table summarizes, on a pro forma as adjusted basis as of March 31, 2026, the number of shares of common stock purchased or to be purchased from us, the total consideration paid or to be paid to us in cash and the average price per share paid by (i) existing stockholders for shares issued prior to this offering, (ii) holders of Allegro securities for shares issued in connection with the Merger, (iii) existing holders of Allegro Warrants for shares in connection with the non-approval or approval of the Allegro Warrant Amendment resulting in the conversion of all Allegro Warrants for shares of our common stock, (iv) the price paid by PIPE Investors in the PIPE Transactions, and (v) the price to be paid by new investors in this offering. The calculation below is based on the assumed initial public offering price of $            per share, before deducting the underwriting discount and estimated offering expenses.

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(1)      Includes outstanding shares of Allegro’s common stock, par value $0.0001 per share, and each outstanding Allegro right that is issued and outstanding immediately before the closing of the Merger. Each share of Allegro’s common stock will be canceled and converted into and become the right to receive one share of our common stock for a weighted average price per share of $5.00 and each Allegro right will be canceled and converted into and become the right to receive 1/10th of one share of our common stock for a weighted average price per share of $0.50.

(2)      Includes the 600,000 Allegro Pre-Funded Warrants issued in the PIPE Investment.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in this registration 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. In addition, as contemplated in the Merger Agreement, this section assumes the completion of a public offering of SEEQC Common Stock for aggregate proceeds of $75.0 million at an assumed public offering price of $6.50 per share.

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. The Merger is expected to close substantially concurrently with this offering.

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 (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 (as defined below) and Allegro Warrants, on Nasdaq under the symbol “SEQC”. SEEQC has submitted an application for such listing.

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 of the Merger (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 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 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 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 prospectus;

•        the existing Merger Agreement and related agreements, copies of which are attached to this prospectus as exhibits; and

•        the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the other financial information relating to SEEQC included elsewhere in this registration 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 Warrant 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.