ALGR merger with SEEQC, Inc.
SEEQC, Inc. (United States) — Operates a casual dining restaurant chain with a historic American bar concept, while simultaneously running a franchise business and licensing branded consumer packaged goods (CPG).Revenue $6M (FY2025A (year ended 2025-12-31; $2.8M in FY2024)) as reported.
Announced 16 January 2026.
The symbol the combined company is expected to trade under.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
- PIPE
- ≈ $65M · unsourced
- Exchange ratio
Allegro common and rights -> SEEQC common 1:1 (rights at 1/10 share); Allegro warrants ($11.50 strike) to be amended into fractional SEEQC shares, else assumed; SEEQC pre-Closing holders recapped to 200,000,000 shares less derivative-underlyingmore ▾less ▴
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
60,000,000 SEEQC earnout shares to pre-Closing SEEQC holders: 20M each at $6.50 (yr 1) / $8.00 (yr 2) / $10.00 (yr 3) VWAP, 20-of-30 trading days; Allegro founder 23% share restriction released on same targets, else forfeitedmore ▾less ▴
b) If, during Earnout Period 1, the First Base Target is achieved, then one third (1/3) of the Sponsor Company Restricted Shares will be released from, and no longer subject to, the Restrictions. (c) If, during Earnout Period 2, the Second Base Target is achieved, then one third (1/3) of the Sponsor Company Restricted Shares with respect to the Second Base Target and one third (1/3) of the Sponsor Company Restricted Share with respect to the First Base Target will be released from, and no longer subject to, the Restrictions. (d) If, during Earnout Period 3, the Third Base Target is achieved, then all of the Sponsor Company Restricted Shares will be released from, and no longer subject to, the Restrictions. (e) If, at the end of Earnout Period 3, any Sponsor Company Restricted Shares have not been released as a result of the achievement of either the First Base Target, the Second Base Target or the Third Base Target, then any such shares will be forfeited by the Sponsor and cancelled by the Companymore ▾less ▴
What the filings actually value
The combined company net of that cash — what the buyers are paying for the BUSINESS. Every multiple below is struck on this figure and on nothing else.
What that price is, per dollar of sales
$475,410,433M ÷ $5.8M of FY2025A (year ended 2025-12-31; $2.8M in FY2024) revenue. $1 of SEEQC, Inc.'s 2025 reported sales is being bought for $81967316.00.
Enterprise value ÷ EBITDA — not shown
No EBITDA figure for SEEQC, Inc. appears in any filing we hold, so no EV/EBITDA multiple is shown. We have not inferred one from a margin assumption — a multiple built on an assumed margin measures the assumption, not the company.
All figures above are stated in EX-99 investor presentation0001213900-20-003240
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: SEEQC, Inc.
from DEFM14AThe business actually being bought — described from SEC primary filings, with projections labelled as projections.
Operates a casual dining restaurant chain with a historic American bar concept, while simultaneously running a franchise business and licensing branded consumer packaged goods (CPG). The company focuses on delivering handcrafted food and beverages, enhancing the social bar experience, and driving off-premise sales through partnerships and digital platforms.
Founded 1965.
A reported actual.
SEEQC, Inc. — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 5 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what SEEQC, Inc. actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
Priced above its listed peers
The deal values SEEQC, Inc. at $475410.43bn, or 81967316× the FY2025A (year ended 2025-12-31; $2.8M in FY2024) actual revenue it actually reported. That is 726338.6× what the market pays for its closest listed peers (median 112.85×) — an expensive price. It is priced above 100% of them.
Pro-forma enterprise value as filed.
FY2025A (year ended 2025-12-31; $2.8M in FY2024) — a reported actual.
81967316× FY2025A (year ended 2025-12-31; $2.8M in FY2024) actual revenue. Put another way: $1 of its annual sales is being bought for $81967316.00.
$1 of their sales costs $112.85 on the open market. Median of 5 listed companies we judged a true comparable, which individually run from 7.97× to 586.39×. Their share prices are from 15 August 2026, not today.
What qualifies this number
- SEQC, HQ, QUCY, QNT, ALMU, SUCH have no revenue to divide by, so they are shown but left out of the peer median.
The 11 listed companies it is measured against, and why
- RGTI441.51× revenue
Rigetti Computing - the listed superconducting-qubit pure-play with its own fab; the same modality and manufacturing model, making it the single closest comparable.
- SEQCno revenue multiple
Direct comp: IT Services & Consulting (NEC); shares superconducting, quantum, seeqc, readout, chip, foundry with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- IONQ63.18× revenue
IonQ - the largest-cap listed quantum computing company; sets the sector's valuation ceiling and sentiment beta.
- QBTS586.39× revenue
D-Wave Quantum - superconducting-hardware (annealing) quantum company with single-digit-millions revenue like SEEQC.
- HQno revenue multiple
Operational comp: Software (NEC); shares quantum, ibm, integration, than, control, from with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- QUBT112.85× revenue
Quantum Computing Inc - small-cap quantum hardware/photonics story stock; marks the speculative end of the comp range.
- QUCYno revenue multiple
Operational comp: IT Services & Consulting (NEC); micro-cap ($10m); shares quantum, computing, digital, based, technology, for with the target's own description; forward EV/Sales 83.8x.
- QNTno revenue multiple
Operational comp: IT Services & Consulting (NEC); shares quantum, computing, real, operates, services, inc with the target's own description; forward EV/Sales 556.5x.
- ALMUno revenue multiple
Operational comp: Semiconductors (NEC); micro-cap ($260m); shares quantum, chip, wafer, integration, computing, rapid with the target's own description; forward EV/Sales 57.1x.
- LAES7.97× revenue
Operational comp: Semiconductors (NEC); small-cap ($724m); shares quantum, chips, electronics, develops, corp, based with the target's own description; forward EV/Sales 6.2x.
- SUCHno revenue multiple
Operational comp: Semiconductors (NEC); shares quantum, fab, wafer, engineering, integration, control with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
60,000,000 SEEQC earnout shares to pre-Closing SEEQC holders: 20M each at $6.50 (yr 1) / $8.00 (yr 2) / $10.00 (yr 3) VWAP, 20-of-30 trading days; Allegro founder 23% share restriction released on same targets, else forfeited
Set against the actuals: reported revenue stands at $6M (FY2025A (year ended 2025-12-31; $2.8M in FY2024)).
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.