ALGR SEC filings, in plain English
Everything Allegro Merger Corp. has filed with the SEC that we hold — 40 filings, newest first, 40 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Allegro Merger Corp. filed an 8-K on August 28, 2026, reporting that effective August 25, 2026, it mutually terminated the Agreement and Plan of Merger with SeeQC, Inc. via a Settlement, Termination and Release Agreement. The filing details that if SeeQC consummates a 'Trigger Event' (generally covering equity financing or business combinations) prior to the October 31, 2026 Outside Date, SeeQC will pay Allegro up to $2 million in documented transaction expenses and issue SeeQC common stock valued at $6 million based on a $1.3 billion pre-money valuation. Why it matters: The termination of the merger agreement removes the immediate path to a business combination for Allegro shareholders, leaving the SPAC's trust value intact but subject to the original redemption deadline of July 6, 2019 (as noted in the prompt context, though the filing date is 2026, implying a potential discrepancy or extension history not detailed here). The settlement terms provide Allegro with potential compensation ($8 million total value) contingent on SeeQC's future success, which may influence shareholder sentiment regarding whether to redeem shares or wait for further developments before the Outside Date.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2026-10-31
SpacBrain reads this as the agreement may be terminated from 2026-10-31.
The clause …“the transactions contemplated therein if such transactions had not closed by October 31, 2026 (the “ Outside Date ”). Effective as of August 25, 2026, Allegro, SeeQC and Merger Sub mutually agreed to terminate the Merger Agreement,”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Routine quarterly financial report (Form 10-Q) filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the period ended June 30, 2026. Management states the trust account was fully liquidated in April 2020 with public shares redeemed at $10.30 per share, leaving zero remaining trust funds and eliminating standard SPAC redemption mechanics. As of June 30, 2026, the company reports a cash balance of $226 and a working capital deficit of $1,213,748. To fund ongoing operations, Chief Executive Officer Eric S. Rosenfeld issued unsecured promissory notes in 2026 totaling $130,731 ($20,000 in January, $60,931.01 in February, $22,300 in May, and $7,000 in both June, alongside prior-year balances), all non-interest bearing and payable on demand, merger consummation, or dissolution. An aggregate of approximately $781,700 in historical extension contributions from private placement participants remains outstanding and will be forgiven if no business combination occurs. In deal progress, the January 16, 2026 merger agreement with SEEQC, Inc. outlines a survival structure where existing shareholders exchange one Allegro share for one SeeQC share, with rights converting to 1/10th of a share. Approximately $65 million in contingent equity financing at $5.00 per share and support agreements held by initial stockholders owning over 50% of the voting power were executed concurrently. The deferred underwriting discount of $5,622,500 is disclosed as extinguished following the 2020 trust liquidation. General and administrative expenses reached $139,839 for the six months ended June 30, 2026, yielding a net loss of $(136,396), while warrant liabilities were measured at $40 using Level 3 inputs (25.0% volatility, 4.19% risk-free rate, 6.50-year estimated term). Why it matters: The filing confirms zero remaining trust capital and triggers a going concern warning due to extreme liquidity constraints, shifting reliance entirely to sponsor-provided debt and pending merger financing. The documented $65 million PIPE and >50% voting support agreements indicate tangible deal advancement past announcement phase, while the extinguished $5,622,500 deferred discount removes a potential future liability. Continued dependence on CEO-issued promissory notes highlights sponsor capital commitments, and the warrant amendment/assumption framework clarifies post-merger security treatment. Disclosure controls were flagged as ineffective, underscoring governance monitoring needs as the entity transitions toward a closed-structure transaction.
going-concern doubtnothing moved · 1 with no prior record of ours
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The clause …“of $ 1,213,748 . In addition, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This is a definitive proxy statement/consent solicitation prospectus (DEFM14A) soliciting written consents from Allegro Merger Corp. stockholders and warrant holders to approve a proposed merger with SeeQC, Inc., amend Allegro’s outstanding warrants, and facilitate related financing transactions. The filing establishes a record date of June 12, 2026, and sets a final deadline of July 9, 2026, for returning written consents, though Allegro reserves the unilateral right to extend this deadline without notice. Approval requires consent from holders of a majority of Allegro’s 4,110,000 outstanding common shares and 65.0% of its 15,322,500 outstanding warrants. The initial stockholders, who collectively hold more than 50% of Allegro’s common stock, have executed an Allegro Support Agreement voting for the merger and waiving appraisal/redemption rights. Approximately 48.8% of outstanding warrants are backed by Allegro Warrant Support Agreements. If the warrant amendment fails, SEEQC has agreed to assume the warrants. The transaction anticipates a ~$65.0 million PIPE investment at $5.00 per share and a public offering of up to $75.0 million at a price of $6.50 or greater. Closing is targeted for Q3 2026, with a termination date of July 31, 2026 (auto-extending to October 31, 2026 if the SEC does not declare the registration statement effective by July 31). Historically, Allegro’s trust account was fully redeemed on April 21, 2020, at approximately $10.30 per share, following prior extension contributions of $781,700 from sponsors in early 2020. Post-merger, 23% of sponsor shares are locked up and subject to forfeiture unless SEEQC’s stock reaches $6.50, $8.00, or $10.00 VWAP targets, while up to 60,000,000 additional SEEQC earnout shares could be issued based on identical price milestones. Why it matters: SEEQC positions itself as a developer of digital cryogenic control and readout infrastructure for scalable, fault-tolerant quantum computing systems using superconducting Single Flux Quantum (SFQ) logic. According to the prospectus, SEEQC reported revenue of $4.157 million for the year ended December 31, 2025, and $0.856 million for the three months ended March 31, 2026, alongside net losses of $12.199 million (FY 2025) and $4.872 million (Q1 2026), accumulating a deficit of $55.661 million as of year-end 2025. The company states it has secured strategic collaborations with IBM, NVIDIA, Rigetti, IQM, and various government entities including the U.S. Department of Energy and NASA. To contextualize the opportunity, the filing cites McKinsey projecting the quantum computing market at $15 billion in 2025 with growth to $25–$34 billion by 2030, Boston Consulting Group forecasting $90–$170 billion by 2040, and MarketsandMarkets estimating a 42% CAGR from $3.5 billion in 2025 to $20.2 billion by 2030. Accounting treatment will classify SEEQC as the acquirer in an in-substance recapitalization, carrying assets and liabilities at historical book values rather than fair market value, with no goodwill recorded. U.S. federal income tax consequences hinge on whether the transaction qualifies as a tax-free reorganization under Section 368(a) of the Code, which management intends but cannot guarantee. Leadership transitioning post-closing includes John Levy (CEO), Raja Bal (CFO), Shu-Jen Han (CTO), and Oleg Mukhanov (CSO), alongside an expanded seven-member board featuring independent members Judy Bruner, Marek Kiisa, Quentin Gallivan, and William J. Vass, plus incumbent SPAC director Eric Rosenfeld, who previously invested $500,000 in SEEQC equity.
What changed: Form 10-Q Quarterly Report. According to the 10-Q, Allegro Merger Corp. entered a definitive Merger Agreement with SEEQC, Inc. on January 16, 2026, dictating a 1:1 conversion for Allegro Common Stock and specific amendment mechanics for Allegro Warrants and Rights. Per the filing, initial stockholders controlling more than 50% executed Support Agreements formally waiving all appraisal or dissenters’ rights and locking their votes for the transaction. Management reports that subscription agreements are securing approximately $65 million in aggregate gross proceeds at $5.00 per share, contingent upon merger consummation. Regarding operational mechanics, the registrant’s trust account was fully liquidated and distributed years ago at $10.30 per share, leaving zero current trust value and eliminating any active redemption deadline. To fund daily operations, the company holds a working capital deficit of $1,182,817 and maintains only $2,749 in cash as of March 31, 2026. Consequently, the 10-Q discloses that the registrant issued $103,230 in unsecured promissory notes to CEO Eric S. Rosenfeld during January and February 2026. The report further notes an outstanding $781,700 in prior extension contributions that carry a strict forgiveness clause if a business combination fails, alongside a reported net loss of $105,465 for the quarter and a sustained material weakness in internal controls over financial reporting related to warrant liability accounting. Why it matters: This quarterly disclosure materially de-risks the sponsor conduct and deal progress vectors by documenting executed PIPE commitments (~$65 million) and binding >50% shareholder voting locks, which structurally neutralize typical defection threats ahead of a merger vote. Simultaneously, it sharply highlights extreme liquidity dependence: the sub-thousand-dollar cash position and reliance on fresh $103,230 insider debt demonstrate that corporate viability rests entirely on external financing inflows. The explicit $781,700 loan forgiveness provision legally aligns all major pre-existing lenders and sponsors to the merger outcome, meaning recovery is strictly conditional on deal closure. Coupled with the perpetual going concern statement and the unresolved material weakness in warrant classification, the filing confirms that while contractual mechanics for the combination are firmly advancing, execution risk remains heavily concentrated on financing conditions and regulatory compliance rather than target valuation or shareholder opposition.
going-concern doubtnothing moved · 1 with no prior record of ours
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The clause …“of $ 1,182,817 . In addition, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Rule 425 written communication filing a Form 8-K and Exhibit 10.1 (Form of Warrant Support Agreement) in connection with the pending merger between Allegro Merger Corp. and SeeQC, Inc. According to the filing, on April 22, 2026, Allegro and SeeQC executed Warrant Support Agreements with beneficial owners of approximately 48.5% of Allegro’s outstanding warrants. The signatories agreed to vote in favor of a warrant amendment that would convert each warrant—exercisable at $11.50 per share—into the right to receive one-tenth of one share of SeeQC Common Stock upon closing, and against alternative amendments or actions impeding the transaction. The filing states that 65% of outstanding warrants must approve the amendment to be effective. The attached agreement explicitly requires supporting parties to waive any right to redeem their securities. Referencing the initial merger announcement on January 16, 2026, the document notes SeeQC plans to file a Form S-4 containing a prospectus and information statement for upcoming shareholder approval. Why it matters: Securing 48.5% warrant support advances the campaign toward the 65% threshold required by the warrant governing instrument, decreasing the probability of an amendment vote failure that could delay or derail the merger close. The contractual waiver of redemption rights by the supported block lowers potential trust fund outflows tied to shareholder withdrawals, though the document provides neither the per-share trust balance nor the applicable redemption deadline. The defined conversion ratio of one-tenth of one share establishes the precise post-merger equity footprint for warrant holders, superseding typical cash settlement or cashless exercise outcomes. No updates to extension voting timelines, trust interest accrual, or sponsor forfeitures are disclosed in this submission.
What changed: A Form 8-K current report detailing the execution of Warrant Support Agreements between Allegro Merger Corp., SeeQC, Inc., and a group of warrant holders, while restating the terms of a previously announced January 16, 2026 Merger Agreement. According to the filing, on April 22, 2026, Allegro and SeeQC entered into Warrant Support Agreements with Supporting Warrant Holders who control approximately 48.5% of Allegro's outstanding warrants. Under the terms disclosed by Allegro, these holders agreed to vote their warrants in favor of a Warrant Amendment that automatically converts each warrant into the right to receive one-tenth of one share of SeeQC Common Stock upon merger closing, and against any competing amendment proposals or actions that could delay the transaction. The warrant indenture specifically requires approval by 65% of the outstanding warrants to enact this conversion, meaning the contractual voting threshold has not yet been met. Allegro’s Chief Executive Officer Eric S. Rosenfeld executed the report. The document does not provide a redemption deadline, a proposed extension meeting date, or the dollar value of the trust account per public share. Why it matters: Filing warrant support contracts is a mechanical prerequisite to preventing sudden cash drains at closing when SPAC warrants are exercised. By locking up approximately 48.5% of the warrant votes, Allegro and SeeQC reduce immediate post-merger cash liabilities, but the indenture’s 65% approval requirement leaves the remaining portion of the warrant pool uncommitted. Until all necessary votes are secured, warrantholders outside the support agreements retain the option to demand cash or exercise at the documented $11.50 strike price, altering the merged company's pro forma cash position. Additionally, because the filing omits both a redemption calendar and the actual trust balance per share, shareholders cannot yet compare the cash-out option against the pending S-4 prospectus exchange ratio, making the subsequent registration statement the next critical event for valuation and timing decisions.
What changed: This document IS a Form 8-K Current Report filed by Allegro Merger Corp. disclosing Item 1.01 (Entry Into a Material Definitive Agreement), Item 3.02 (Unregistered Sales of Equity Securities), and Item 9.01 (Financial Statements and Exhibits) related to the previously announced business combination with SEEQC, Inc. and supplemental PIPE financing. Regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct: The filing provides no specific redemption window, discloses no trust account balance or per-share trust figure, announces no extension amendment, and identifies no sponsor misconduct or leadership changes. Mechanically, it updates the PIPE component by confirming that on March 26, 2026, Allegro entered into an additional Subscription Agreement with a new accredited investor for $0.5 million at $5.00 per share, supplementing the approximately $65 million previously raised from other accredited investors. Closing is conditioned on substantially concurrent merger consummation and representation bring-downs. PIPE shares convert to SeeQC Common Stock at closing, and the parties expect to file a Form S-4 containing a prospectus and information statement for shareholder approval upon SEC effectiveness. Why it matters: Substantive claims outside the mechanics—specifically regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel—are entirely absent. The filing contains only standardized forward-looking cautionary language attributing expectations about timing, anticipated benefits, regulatory conditions, and post-closing operational scaling to the issuer’s representative assurances rather than established facts. Chief Executive Officer Eric S. Rosenfeld signed the report on April 1, 2026. Because incremental PIPE funding ($0.5 million) continues to support the ~$65 million commitment without restructuring terms, investors should monitor the forthcoming S-4 prospectus for definitive redemption parameters, trust distribution mechanics, and concrete commercial validation of SeeQC’s business model.
What changed: A Form 8-K Current Report filed as written communications pursuant to Rule 425 under the Securities Act of 1933, disclosing entry into an additional definitive subscription agreement. Per the registrant’s report, redemption calendar mechanics, trust account valuation parameters, and extension provisions remain unmodified. The filing advances deal progress by confirming that, on March 26, 2026, Allegro Merger Corp. executed an additional Subscription Agreement with a new accredited investor. Under the terms attributed to the registrant, Allegro will issue shares at $5.00 per share for aggregate gross proceeds of $0.5 million. This supplements previously disclosed subscription agreements totaling approximately $65 million. The transaction closes substantially concurrently with the merger and is contingent upon the accuracy of representations and warranties. Allegro intends to mail a prospectus and information statement once the SEC declares effective a forthcoming registration statement on Form S-4, which will formally initiate the shareholder vote and redemption process. Why it matters: Shareholders monitoring the transaction should note that no redemption deadline has been adjusted and no trust value recalculation is reported. The incremental $0.5 million PIPE commitment, signed by Chief Executive Officer Eric S. Rosenfeld on April 1, 2026, indicates ongoing financing execution ahead of the prospectus distribution. Because the filing explicitly states it does not constitute an offer, solicitation, or voting instruction, shareholders cannot yet exercise redemption rights until the information statement is mailed. The document also attributes standard forward-looking statements and risk disclosures to the registrant, highlighting uncertainties regarding completion timing, regulatory approvals, exchange listing maintenance, competitive dynamics, and operational scaling, all of which are subject to the definitive terms contained in Exhibit 10.1.
What changed: Form 10-K (Annual Report) for the fiscal year ended December 31, 2025, filed by Allegro Merger Corp., a Delaware blank check company. The filing discloses a Definitive Merger Agreement with SeeQC, Inc. executed on January 16, 2026, under which SeeQC Merger Sub will merge into Allegro, leaving Allegro surviving as a direct, wholly-owned subsidiary of SeeQC concurrent with a planned SeeQC IPO expected in the first half of 2026. Regarding trust mechanics, the filing confirms the Trust Account was fully liquidated and distributed to public stockholders beginning April 21, 2020 at a redemption price of $10.30 per share, with remaining restricted cash distributed on August 23, 2021. As of December 31, 2025, cash stands at $98 against a working capital deficit of $1,077,352. Sponsor conduct and funding are detailed through unsecured promissory notes issued to CEO Eric S. Rosenfeld totaling $72,700 in 2025 and $39,550 in 2024, plus outstanding contribution loans of approximately $781,700 from prior private placement contributors dating to early 2020. Management further notes a continuing material weakness in internal controls over financial reporting tied to warrant accounting. Why it matters: SPAC investors tracking redemption calendars will note there are no active trust balances or pending redemption deadlines, as funds were distributed years ago. Consequently, the SeeQC transaction serves as the sole identified near-term liquidity and exit mechanism. The reliance on founder and related-party loans exceeds $1 million, underscoring severe liquidity dependency and sponsor capital continuation, raising execution risk if the SeeQC closing conditions fail. The filing states management will otherwise seek a different strategic transaction, though it simultaneously acknowledges substantial doubt about its ability to continue as a going concern due to the liquidity gap. The maintained internal control weakness adds audit and compliance scrutiny as the entity prepares for post-merger public reporting obligations.
going-concern doubtnothing moved · 1 with no prior record of ours
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The clause …“The report of our independent registered public accounting firm expresses substantial doubt about our ability to continue as a going concern As of December 31, 2025, the Company had a cash balance of $98, and a working capital”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This filing is a routine compliance exhibit: a Form 8-K Current Report under Item 4.01 announcing a change in principal accountant. On January 19, 2026, Allegro Merger Corp. dismissed Hudgens CPA, PLLC and hired HTL International, LLC, a decision approved by the audit committee. According to the filing, Hudgens’ reports for the fiscal years ended December 31, 2024 and 2023 contained an explanatory paragraph regarding the Company’s ability to continue as a going concern. The Company states it communicated to Hudgens that it has material weaknesses in internal controls over financial reporting as detailed in Item 9A of its Annual Report on Form 10-K for the year ended December 31, 2024. Despite multiple requests, Hudgens failed to respond with a letter confirming or contesting these disclosures. The filing confirms no disagreements or reportable events occurred, and management did not consult HTL on accounting principles or audit opinions before the switch. Why it matters: This filing does not reset redemption deadlines, adjust trust distribution mechanics, trigger extension votes, or modify merger deal progress or sponsor conduct timelines. However, the going concern qualification and admitted internal control failures materially elevate execution risk for a shell company in DEAL_ANNOUNCED status. These disclosures invite heightened regulatory and institutional scrutiny, complicate the preparation of merger-specific pro forma financials, and may extend the commercial timeline while sponsors remediate accounting frameworks. Without accompanying claims on target customers, revenue streams, market size, technology, partnerships, or litigation, the filing primarily signals financial reporting vulnerability that could drive shareholder redemption activity or delay consummation.
What changed: This is a Form 425 filing containing a Business Wire press release announcing a definitive merger agreement between SEEQC, Inc. and Allegro Merger Corp., accompanied by advisor listings, standard prospectus/solicitation disclaimers, and forward-looking statement warnings. Deal progress has advanced to the execution of a definitive merger agreement. Under the announced structure, SEEQC will form a wholly owned subsidiary that merges into Allegro, with Allegro surviving as a wholly owned subsidiary of SEEQC. Concurrently, subscription agreements were signed for the sale of approximately $65 million of Allegro common stock (the PIPE); upon closing, all Allegro shares, including those sold in the PIPE, will be canceled and exchanged for SEEQC common stock. Both Boards have unanimously approved the transaction, which is projected to close in the second quarter of 2026, subject to customary regulatory and shareholder approvals. The filing provides no redemption deadline, per-share trust balance, extension mechanics, or sponsor conduct disclosures. Why it matters: This filing locks in the target, PIPE size, and preliminary valuation ahead of the mandatory S-4 and information statement, which will carry the actual redemption calendar, trust accounting, and proxy voting rules. Regarding corporate substance, SEEQC claims it develops and manufactures 'scalable, energy efficient digital chips for quantum computing systems' that integrate control, readout, and classical processing directly on-chip with quantum processors, operating at 'milliKelvin temperature' to cut room-temperature electronic reliance. The Company states its chips support superconducting, spin silicon, and other modalities. Attributing commercial deployment to the Company, SEEQC reports partnerships and system-integration work with government agencies, academic institutions, and industry partners, specifically naming IBM under the U.S. Department of Defense’s DARPA Quantum Benchmarking Initiative, plus disclosed ties to NVIDIA, Booz Allen Hamilton, and Rigetti. Outlining strategic direction, the Company frames its approach as building quantum computers on a chip to achieve scalability, energy efficiency, and commercial viability, with applications in quantum AI and heterogeneous computing. The filing attributes the approximately $1 billion transaction valuation to SEEQC and identifies financial advisor Centerview Partners LLC, capital markets advisor and sole PIPE placement agent BTIG LLC, legal advisors DLA Piper LLP (US) and Perkins Coie LLP for SEEQC, legal advisor Graubard Miller for Allegro, and legal counsel Ellenoff Grossman & Schole LLP for BTIG. These operational, partnership, and valuation assertions are management representations pending formal SEC registration.
What changed: A Current Report on Form 8-K announcing the execution of a definitive Merger Agreement between Allegro Merger Corp. and SeeQC, Inc., accompanied by subscription agreements for a private investment in public equity (PIPE), along with supporting lock-up and voting agreements. Per the Merger Agreement and joint press release (Exhibit 99.1), the filing establishes the transaction timeline with an anticipated second quarter 2026 closing and a termination deadline of July 31, 2026 (extendable to October 31, 2026). Per the subscription agreements (Exhibit 10.1), the PIPE is priced at $5.00 per share with gross proceeds of approximately $65 million. Per the Merger Agreement, a three-year earnout mechanism requires stock price targets of $6.50, $8.00, and $10.00 for initial shareholders and certain SeeQC equityholders, with 23% of sponsor shares forfeitable upon failure. Per the Merger Agreement, Allegro warrants at a $11.50 strike will convert to fractional SeeQC shares or be assumed. Per the joint press release, the transaction values SeeQC at approximately $1 billion. Why it matters: This filing defines the operational and financial mechanics governing the remainder of the merger process. Investors tracking redemption timelines should treat the July 31, 2026 termination window as the critical deadline for shareholder approvals or potential liquidation scenarios. The stringent earnout targets and sponsor forfeiture clauses signal that the founding teams have tied their post-close liquidity directly to sustaining higher trading valuations, potentially reducing near-term sell pressure. Furthermore, the $5.00 PIPE reference price anchors expectations for net asset value dilution, while the warrant conversion terms dictate the risk/reward profile for warrant holders as the deal progresses toward the S-4 effective date and final shareholder consent.
What changed: A Form 8-K filed pursuant to Rule 425, disclosing a definitive Agreement and Plan of Merger alongside accompanying Subscription Agreements, Stockholder Support Agreements, and Lock-Up Agreements, which announces a proposed business combination between Allegro Merger Corp. and SEEQC, Inc. The filing sets the transactional mechanics: SEEQC Merger Sub will merge into Allegro, leaving Allegro as the surviving entity and a wholly-owned subsidiary of SEEQC. Each outstanding share of Allegro Common Stock converts into one share of SEEQC Common Stock. Prior to the Effective Time, SEEQC will execute a preferred stock conversion and a charter amendment resulting in an aggregate common stock count of 200,000,000 shares. Allegro's redeemable warrants, currently exercisable at $11.50, will be amended to convert into fractional SEEQC shares reflecting a $5.00 per share value, or assumed by SEEQC if unamended. Capital raising commitments include a $65 million PIPE transaction priced at $5.00 per share and a firm commitment underwritten public offering of up to $75 million. Deal timing targets a second quarter of 2026 closing. The agreement carries a termination date of July 31, 2026, which automatically extends to October 31, 2026 if the SEC has not declared the relevant registration statements effective by the original deadline. Approval requires an Allegro written consent and SEEQC stockholder approval. Initial stockholders face a 180-day lock-up post-Closing. Sponsor-restricted shares representing 23% of post-transaction holdings are locked through the third anniversary, releasing incrementally upon achieving specific stock price targets, with remaining shares forfeited if targets are not met. The filing does not disclose an updated trust account balance or formally extend the redemption calendar. Why it matters: According to the joint press release attached as Exhibit 99.1, the transactions value SEEQC at approximately $1 billion. The parties characterize SEEQC as a developer of digital, chip-based solutions for quantum computing systems, citing deployed collaborations with IBM under the U.S. Department of Defense’s DARPA Quantum Benchmarking Initiative, as well as NVIDIA, Booz Allen Hamilton, and Rigetti. The financing structure introduces significant near-term dilution vectors via the PIPE, the $75 million public offering, and multi-tranche earnouts tied to VWAP thresholds of $6.50, $8.00, and $10.00 (each requiring 20 trading days within any 30 consecutive trading day period over three annual windows). Earnout shares accrue to SEEQC insiders and eligible award holders, while 23% of sponsor-held shares face conditional forfeiture, aligning sponsor exit economics with post-merger equity performance. Governance shifts allocate five board seats to SEEQC designees and two to Allegro designees, with SEEQC reserving the right to replace one Allegro appointee (excluding Eric Rosenfeld). Equity compensation plans will reserve 12.5% plus a 5% evergreen provision for incentives and 3% plus a 1.5% evergreen provision for an employee stock purchase plan. These terms collectively dictate the capitalization table, insider alignment, listing conditions, and the economic calculus for Allegro shareholders evaluating redemption before the scheduled consent solicitation.
What changed: Form 10-Q quarterly report for the period ended September 30, 2025. Per management disclosures in Note 1 and Item 2, the Trust Account was fully liquidated and public shares were redeemed at $10.30 per share beginning April 21, 2020, meaning current redemption calendars and trust valuations are historically resolved and not applicable to the present quarter. Regarding extensions and sponsor conduct, the filing reports related-party notes payable rose from $1,004,750 at December 31, 2024 to $1,032,650 at September 30, 2025, attributable to four unsecured promissory notes totaling $27,900 issued to Chief Executive Officer Eric S. Rosenfeld in January, March, May, and August 2025, building on a remaining $781,700 balance of forgivable contribution notes originally advanced in January, February, and March 2020 to fund extensions. The company makes no announcement of deal progress, confirming it continues searching for a prospective business combination while holding just $20 in cash and acknowledging a material weakness in internal controls over warrant accounting. Why it matters: The completed dissolution of the trust account eliminates future redemption obligations and trust-backed financing, shifting the company’s survival entirely to related-party working capital injections and external fundraising. Sponsor conduct reveals a preference for funding operations via forgivable debt that wipes out upon liquidation, which caps sponsor downside risk but signals the absence of organic cash flow and raises questions about long-term viability without fresh equity or debt. Persistent internal control material weaknesses and the explicit going concern qualification indicate elevated compliance and execution risks, warning investors that the shell remains dormant and dependent on continuous sponsor support and successful capital raising rather than advancing toward a closed merger.
going-concern doubtnothing moved · 1 with no prior record of ours
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The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that it will continue as a going concern because the company has no operations to achieve any revenue and is”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 10-Q quarterly report for Allegro Merger Corp. for the period ended June 30, 2025. Management confirmed the company completed liquidation procedures after missing the March 31, 2020 merger deadline. The filing states the Trust Account was fully liquidated on April 20, 2020, with all Public Shares redeemed at $10.30 per share beginning April 21, 2020, and remaining restricted cash distributed on August 23, 2021. Cash on hand stands at $20, while a working capital deficit of $1,026,930 exists. Current liabilities increased to $1,026,950, consisting of notes payable-related party rising from $1,004,750 to $1,026,950. General and administrative costs reached $22,283 for the six months ended June 30, 2025, fully offset by $22,200 in proceeds from related-party notes. Warrant liability held steady at $40. Why it matters: The report permanently seals the redemption calendar, as the Trust Account was drained in 2020/2021 and no capital remains for redemption demands or a business combination. The $20 residual cash balance and dependency on related-party advances to pay administrative fees demonstrate that sponsors and insiders are absorbing dissolution costs rather than pursuing deal activity. Given the zero-revenue status, growing working capital deficit, and explicit going concern warning, the entity is functionally terminated, making the filing a compliance snapshot of wind-down accounting rather than a catalyst for shareholder action.
going-concern doubtnothing moved · 1 with no prior record of ours
- Going-concern doubt
- stated · unchanged
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that it will continue as a going concern because the company has no operations to achieve any revenue and is”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Quarterly Report on Form 10-Q for the period ended March 31, 2025. According to the filing's management discussion and Notes 1, 5, and 6, the trust account remains fully liquidated with only $1,320 in corporate cash and a working capital deficit of $1,022,430 reported as of March 31, 2025. The company explicitly states that the $5,622,500 deferred underwriting discount is no longer owed following the prior distribution of trust proceeds. There is no update on business combination progress, and management issued a going concern warning. Sponsor conduct details show $19,000 in unsecured promissory notes provided by CEO Eric S. Rosenfeld in January and March 2025, while $781,700 in historical extension-related contributions from 2020 remains outstanding. Additionally, management identified a material weakness in internal controls over financial reporting tied to warrant accounting. Why it matters: For investors tracking SPAC mechanics, the filing confirms the trust is historically exhausted and the substantial $5.6 million deferred underwriting liability has been extinguished, fundamentally altering the capital structure if a transaction resumes. However, the stagnant deal timeline, combined with negligible operational cash and an explicit going concern qualification, highlights acute liquidity risk. The material internal control weakness further signals compliance and valuation friction, meaning shareholders should expect either accelerated dissolution, heavy reliance on related-party financing, or a distressed restructuring rather than standard redemption or merger timelines.
going-concern doubtnothing moved · 1 with no prior record of ours
- Going-concern doubt
- stated · unchanged
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that it will continue as a going concern because the company has no operations to achieve any revenue and is”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Routine Compliance Exhibit / 10-K Annual Report. This filing serves as a routine annual update rather than a deal catalyst. The Trust Account was already fully redeemed and dissolved in April 2020 after the TGI Fridays merger agreement terminated, with public shares redeemed at $10.30 per share. No new deals or extension mechanisms are active. As of December 31, 2024, the company holds just $103 in cash. Outstanding non-interest-bearing promissory notes to CEO Eric S. Rosenfeld total $79,800 ($39,550 from 2024 and $40,250 from 2023). Management reconfirms a material weakness in internal controls related to warrant accounting. Administrative fees paid to Crescendo Advisors (a Rosenfeld-controlled entity) have remained suspended since March 31, 2020, and the previously deferred underwriting discount of $5,622,500 is officially forgiven and no longer owed. Why it matters: Investors monitoring SPAC mechanics should note that there are no surviving trust funds, no active redemption windows, and no definitive merger timeline to track. The disclosure highlights a severe going concern risk, citing a working capital deficit of $1,004,647 against $103 in liquid assets, underscoring heavy reliance on sponsor loans to preserve shell compliance. The permanent cancellation of the $5,622,500 deferred underwriting obligation and the sustained suspension of operational fees confirm that the entity’s strategic focus has effectively stalled, shifting from execution to mandatory regulatory upkeep until potential liquidation or a remote business combination.
going-concern doubtnothing moved · 1 with no prior record of ours
- Going-concern doubt
- stated · unchanged
The clause …“The report of our independent registered public accounting firm expresses substantial doubt about our ability to continue as a going concern As of December 31, 2024, the Company had a cash balance of $103, and a working capital”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 10-Q quarterly report for a blank check company that already executed a full public share redemption and trust liquidation in 2020, now functioning as an administrative shell to satisfy ongoing filing and wind-down obligations. No changes to trust value, redemption deadlines, or deal progress. Management reported the Trust Account was fully liquidated and all public shares redeemed at $10.30 per share in April 2020. As of September 30, 2024, the company holds $74 in cash, reports a working capital deficit of $998,676, and carries a warrant liability of $40. Chief Executive Officer Eric S. Rosenfeld certified that the company incurred net losses of $33,508 year-to-date, funded by issuing unsecured promissory notes totaling $33,550. The company confirmed the $5,622,500 deferred underwriting fee is permanently extinguished. Why it matters: Investors can confirm the SPAC has no active business combination, trust account, or remaining redemption timeline. Administrative survival relies entirely on continuous small capital injections from the CEO to cover regulatory and dissolution costs. Public shareholders hold no residual claims, warrant exercises remain conditional on a vanished trust, and the entity operates strictly as a closed shell awaiting final dissolution.
going-concern doubtnothing moved · 1 with no prior record of ours
- Going-concern doubt
- stated · unchanged
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that it will continue as a going concern because the company has no operations to achieve any revenue and is”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This is a routine compliance exhibit — a Quarterly Report on Form 10-Q. Having previously terminated its merger agreement and liquidated its trust account on April 20, 2020, with all public shares redeemed at $10.30 per share, the SPAC has no active redemption deadlines or remaining trust value. The only updated financial mechanic involves the recognition of general and administrative costs of $27,058 for the six months ended June 30, 2024, which management stated were covered by drawing $27,050 in proceeds from notes payable to related parties. Total related party payables consequently rose to $992,250, comprising $781,700 in historical extension contributions, $27,050 in promissory notes issued to Chief Executive Officer Eric S. Rosenfeld in March and April 2024, and a subsequent $6,500 unsecured promissory note executed in July 2024. The company’s cash balance contracted to $24 as of June 30, 2024, resulting in a working capital deficit of $992,226. Why it matters: Because the trust is depleted and public shareholders already exited, the filing demonstrates that the surviving corporate shell relies exclusively on continuous lending from sponsors and insiders to cover baseline administrative expenses. Management disclosed substantial doubt about the company’s ability to continue as a going concern, explicitly stating it has no operations to achieve any revenue and is dependent on obtaining capital to fund costs. Furthermore, management identified a material weakness in internal control over financial reporting related to warrant valuation accounting, warning that ineffective controls could impair future financing capabilities or trigger regulatory sanctions. While the report contains no claims about new customers, revenue growth, market size, strategic pivots, technology developments, or partnership acquisitions, it clarifies that all remaining value resides in founder shares and warrants held by initial stockholders, whose extension loans totaling $781,700 will be forgiven if a business combination is not eventually consummated.
going-concern doubtnothing moved · 1 with no prior record of ours
- Going-concern doubt
- stated · unchanged
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that it will continue as a going concern because the company has no operations to achieve any revenue and is”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K Current Report under Item 4.01 disclosing a change in Allegro Merger Corp.’s independent registered public accounting firm. On May 22, 2024, the company appointed Hudgens CPA, PLLC as its new independent auditor and simultaneously dismissed BF Borgers, CPA PC. According to the filing, the audit committee unanimously approved the replacement after the SEC entered an order on May 3, 2024 instituting settled administrative and cease-and-desist proceedings against BF Borgers and its sole audit partner, Benjamin F. Borgers CPA. The registrant states that BF Borgers’ reports on the last fiscal year’s financial statements included an explanatory paragraph regarding the Company’s ability to continue as a going concern, though the opinions were otherwise unqualified. The filing asserts there were zero disagreements over accounting principles, practices, or auditing scope during the most recent fiscal years or interim periods, and zero reportable events occurred. Because BF Borgers is not currently permitted to practice before the Commission, the company could not furnish the disclosures to the former firm for comment nor request a concurrence letter. CEO Eric S. Rosenfeld signed the report. Why it matters: The filing does not modify redemption deadlines, trust value calculations, extension mechanisms, or announced business combination timelines. It highlights regulatory oversight of prior audit quality—specifically an SEC disciplinary order and a historical going concern qualification—which may necessitate additional verification or remediation steps before merger-related financial statements can be finalized. No claims regarding customers, revenue, market size, strategy, technology, partnerships, active litigation beyond the accounting firm matter, or sponsor conduct changes are disclosed. The appointment establishes a new external audit channel required for continued Exchange Act compliance, but the document itself contains no operational, transactional, or shareholder rights updates.
What changed: A quarterly report on Form 10-Q for the period ended March 31, 2024. Management reports that the company’s trust account was fully liquidated and remaining restricted cash was distributed, finalizing redemptions at $10.30 per share for 14,950,000 public shares. As of March 31, 2024, management states cash is $1,282 against a working capital deficit of $987,378 and notes payable-related party totaling $987,949. An aggregate of $781,700 in extension contributions from initial stockholders remains outstanding. For the quarter, management discloses a net loss of $(22,210) driven by general and administrative costs of $22,210, and management notes a subsequent event wherein an additional $4,300 unsecured promissory note was extended to Chief Executive Officer Eric S. Rosenfeld in April 2024. Management also acknowledges a continuing material weakness in internal control over financial reporting related to warrant accounting, alongside a warrant liability valued at $40. Why it matters: These disclosures indicate that Allegro Merger Corp. sustains shell status without operational revenue, relying on sponsor-led financing—such as $22,750 in recent related-party advances—to service a $987,378 working capital deficit and fund a $(22,210) quarterly burn. Management’s going concern warning and persistent control deficiencies heighten dissolution risk, signaling that survival depends on whether initial stockholders can continuously extend funding before mandatory liquidation protocols activate. Because historical redemptions are closed and no active trust or deal timeline exists, investors tracking this entity must weigh the sponsor's willingness to absorb costs against the static $40 warrant liability and outstanding rights, recognizing that without management's planned merger activity, the documented financial trajectory points toward eventual wind-down rather than transaction completion.
going-concern doubtnothing moved · 1 with no prior record of ours
- Going-concern doubt
- stated · unchanged
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that it will continue as a going concern because the company has no operations to achieve any revenue and is”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Per the filing, the Company reports $32 in cash, a $965,168 working capital deficit, and a $38,673 net loss for the fiscal year. The Trust Account was fully liquidated; according to the filing, all public shares were redeemed at $10.30 per share on April 21, 2020, and the remaining $129,957 in restricted cash was distributed on August 23, 2021. Consequently, only 4,110,000 private shares remain outstanding. The independent registered public accounting firms (MaloneBailey, LLP for 2022; BF Borgers CPA PC for 2023) issued audit reports expressing substantial doubt about the Company's ability to continue as a going concern. Derivative warrant liabilities remain at $40. A subsequent event disclosed in the filing notes the issuance of two unsecured promissory notes totaling $22,750 to Chief Executive Officer Eric S. Rosenfeld in March 2024. Why it matters: The filing documents the completion of the Trust dissolution and full public shareholder redemption, meaning the SPAC now operates exclusively on founder-controlled equity ($411 par value) and creditor financing (approximately $965,200 in notes payable). The auditors' going concern warning highlights severe liquidity constraints, which management attributes to limited resources needed to execute a business combination. With securities delisted from Nasdaq since April 2020 and no merger consummated, warrant and right holders face extended uncertainty regarding exercisability and potential expiration. Ongoing administrative expenditures are funded through related-party debt, elevating conversion and dilution risks should a final transaction close.
going-concern doubtnothing moved · 1 with no prior record of ours
- Going-concern doubt
- stated · unchanged
The clause …“The report of our independent registered public accounting firm expresses substantial doubt about our ability to continue as a going concern As of December 31, 2023, the Company had a cash balance of $32, and a working capital”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: SEC Form 10-Q Quarterly Report for the period ended September 30, 2023. Management disclosed cash contracted to $138 while total current liabilities expanded to $957,800, producing a working capital deficit of $957,662. Notes payable to related parties increased from $924,950 to $957,800 following four unsecured promissory notes totaling $32,850 issued to CEO Eric S. Rosenfeld across January, April, May, and August 2023, layered atop an existing $781,700 in forgiven extension contributions. For the nine months ended September 30, 2023, management recorded a net loss of $31,167. The company explicitly states it has generated no revenue, maintains no customer base, employs minimal administrative staff, and operates purely as a dormant shell entity dependent on sponsor funding to sustain compliance filings. Why it matters: The filing confirms the trust account was fully liquidated in April 2020 with all public shares previously redeemed at $10.30 per share, eliminating any live trust value or standard SPAC redemption timeline. Instead, management relies exclusively on continuous, non-interest-bearing insider lending to cover administrative costs, explicitly triggering a going concern warning about the company's ability to continue operations. This highlights zero deal execution progress, extreme liquidity fragility, and complete sponsor dependency to maintain a dormant shell entity, compounded by a subsequent $7,400 post-period loan issued in October 2023 to cover immediate compliance obligations.
going-concern doubtnothing moved · 1 with no prior record of ours
- Going-concern doubt
- stated · unchanged
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that it will continue as a going concern because the company has no operations to achieve any revenue and is”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 10-Q quarterly report. This filing is a Form 10-Q quarterly report covering operations through June 30, 2023. Regarding trust mechanics and redemptions, management reports that the trust account was fully liquidated and all public shares were previously redeemed at a price of $10.30 per share, with a final restricted cash distribution of $129,957 delivered to former shareholders on August 23, 2021. The company’s current cash balance stands at $48, producing a working capital deficit of $950,752. On deal progress, management confirms no initial business combination has been consummated, and the deferred underwriting discount of $5,622,500 is no longer owed due to the inability to complete a transaction. Regarding sponsor conduct and liquidity, Chief Executive Officer Eric S. Rosenfeld advanced three unsecured promissory notes totaling $25,850 in January, April, and May 2023 to cover administrative expenses, while historical extension-related contributor loans of $781,700 remain outstanding but will be forgiven if the company dissolves. Additionally, management disclosed a material weakness in internal control over financial reporting triggered by the reclassification of warrants to liabilities per SEC guidance, concluding that disclosure controls and procedures are currently ineffective. Why it matters: The complete depletion of the trust account and the nominal $48 cash balance eliminate any residual value for public shareholders and remove the financial cushion normally reserved to fund operations or bridge to a business combination deadline. Management’s explicit acknowledgment of “substantial doubt” about continuing as a going concern signals immediate liquidity pressure that hinges entirely on further sponsor financing. The documented reliance on CEO-provided notes and the pre-established forgiveness structure for prior extension loans demonstrate the sponsor’s active stewardship amid a prolonged administrative standstill, while simultaneously highlighting concentrated counterparty risk. Furthermore, the recognized material weakness in internal controls and the complex liability treatment of warrants introduce ongoing compliance and governance risks that could delay subsequent filings, invite regulatory scrutiny, or complicate liquidation pathways, directly affecting investor risk exposure and timeline expectations.
going-concern doubtnothing moved · 1 with no prior record of ours
- Going-concern doubt
- stated · unchanged
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that it will continue as a going concern because the company has no operations to achieve any revenue and is”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K current report disclosing a change in the registrant's principal accountant under Item 4.01, accompanied by the former auditor's written concurrence. On August 3, 2023, the company dismissed Malone Bailey, LLP and appointed BF Borgers CPA, PC as its new principal accountant for upcoming quarterly reviews. The filing states that Malone Bailey’s reports for each of the past two fiscal years contained an explanatory paragraph questioning the company’s ability to continue as a going concern. The registrant also communicated to the departing auditor that it maintains material weaknesses in internal controls over financial reporting, aligning with disclosures in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Malone Bailey provided Exhibit 16.1 formally agreeing with these public disclosures. No explicit adjustments to redemption windows, trust account balances, or merger voting deadlines are cited in this submission. Why it matters: Auditor changes triggered by going-concern reservations and acknowledged internal control deficiencies introduce procedural friction that routinely delays the filing of required financial statements. In SPAC structures, delayed filings often force sponsors to solicit shareholder approvals for trust extension proposals before statutory conversion deadlines lapse, directly impacting redemption mechanics and potentially triggering broader holder sell-offs. The disclosed material weaknesses further signal governance or liquidity strain that may impair sponsor capital commitments, complicate target company integration, and elevate the probability of trust liquidation rather than successful business combination execution.
What changed: Form 10-Q quarterly report. This document is a Form 10-Q quarterly report. Regarding mechanics, the filing confirms that all prior redemption windows and trust fund distributions are historical closures, with the company disclosing it began liquidating the Trust Account in March 2020 and redeemed all outstanding public shares at a per share redemption price of $10.30 on April 21, 2020. There are no new deal progress updates, extension votes, or sponsor amendments. Instead, the filing details minor administrative financing, noting that Chief Executive Officer Eric S. Rosenfeld issued an unsecured promissory note totaling $9,200 in January 2023, and management added a subsequent event regarding a $10,250 note issued in April 2023. Consequently, the entity's operating ledger shows only $155 in cash alongside $934,150 in notes payable-related party balances. Why it matters: The 10-Q emphasizes that the SPAC's continued administrative existence hinges entirely on insider funding, as management explicitly cites substantial doubt about the Company’s ability to continue as a going concern given a $155 cash position against a $933,995 working capital deficit. The filing also provides permanent resolution on contingent underwriting liabilities, stating the Deferred Underwriting Discount of $5,622,500 is no longer owed after the company failed to meet Charter timelines for a business combination. Additional disclosures record $7,500 in general and administrative costs for the quarter, a flat $40 warrant liability, and recount the final distribution of $129,957 in restricted cash to former public stockholders in August 2021, cementing the entity's inactive, shell-status trajectory without near-term commercial activation.
going-concern doubtnothing moved · 1 with no prior record of ours
- Going-concern doubt
- stated · unchanged
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that it will continue as a going concern because the company has no operations to achieve any revenue and is”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 10-K annual report for Allegro Merger Corp. for the fiscal year ended December 31, 2022. According to management’s disclosures in the filing, the Trust Account was fully liquidated, with public shares redeemed at a per share price of $10.30 beginning April 21, 2020, and $129,957 in remaining restricted cash distributed on August 23, 2021. Management stated it terminated its merger agreement with TGI Holdings, LLC and Midco on March 31, 2020, due to extraordinary market conditions and failed closing conditions. Sponsor contributors supplied approximately $781,700 in extension loans in early 2020 that will be forgiven upon liquidation. CEO Eric Rosenfeld and CFO Adam H. Jaffe certified that both disclosure controls and internal controls over financial reporting were not effective as of December 31, 2022, citing insufficient accounting staff. The company reported a working capital deficit of $926,495 and cash on hand of $106 as of December 31, 2022. Why it matters: Because the trust account is depleted and the target merger was terminated, the registrant has failed to consummate an initial business combination, and management assessed that substantial doubt exists regarding the ability to continue as a going concern. Operational funding relied entirely on related parties, as CEO Eric Rosenfeld provided $40,350 in unsecured promissory notes throughout 2022 to cover a $48,925 net loss. Although warrant liabilities carry a $40 balance sheet value, the company states they will expire worthless if it liquidates. With zero revenue, zero employees as of December 31, 2022, and suspended office lease payments since March 31, 2020, the document confirms a post-redemption wind-down phase, effectively eliminating any remaining equity, right, or warrant value for investors.
combination deadline, going-concern doubtnothing moved · 2 with no prior record of ours
- Combination deadline
- 2020-04-30not matched in this filing
- Going-concern doubt
- stated · unchanged
The clause …“The report of our independent registered public accounting firm expresses substantial doubt about our ability to continue as a going concern As of December 31, 2022, the Company had a cash balance of $106, and a working capital”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 10-Q quarterly report for the period ended September 30, 2022. The filing reports a cash balance of $69 and a working capital deficit of $911,301 as of September 30, 2022. It confirms the Trust Account was fully liquidated in April 2020, with public shares redeemed at $10.30 per share, and a final restricted cash distribution of $129,957 made in August 2021. The company discloses $781,700 in outstanding extension-related loans from initial stockholders that will be forgiven upon liquidation. Additionally, Chief Executive Officer Eric S. Rosenfeld issued four promissory notes totaling $33,750 during 2022 to sustain operations. Why it matters: Management states these financial conditions raise substantial doubt about the company's ability to continue as a going concern. With the trust account depleted and operating capital nearly exhausted, the SPAC cannot finance a business combination without fresh capital, which appears unlikely given the near-zero cash position and the forgiveness terms attached to existing sponsor loans. This increases the probability of mandatory dissolution and impacts the survival of outstanding warrants and rights.
going-concern doubtnothing moved · 1 with no prior record of ours
- Going-concern doubt
- stated · unchanged
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that the liquidity, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A quarterly report on Form 10-Q for Allegro Merger Corp., filed on August 10, 2022, covering the period ended June 30, 2022. The filing confirms that the Trust Account was fully liquidated and all public shares were redeemed at a per-share price of $10.30 on April 21, 2020, with a final restricted cash distribution of $129,957 to former public stockholders on August 23, 2021. As of June 30, 2022, management discloses a cash balance of $63 and a working capital deficit of $904,807. Notes payable to related parties increased to $911,850, driven by $27,250 in unsecured promissory notes issued to Chief Executive Officer Eric S. Rosenfeld in January, April, and May 2022, plus an outstanding $781,700 from initial stockholder contributions. The company explicitly states the $5,622,500 deferred underwriting discount is no longer owed due to the failure to complete a business combination. Warrant liabilities remain unchanged at $40. Why it matters: This report definitively updates the post-redemption status, confirming the destruction of the $5,622,500 deferred underwriting liability. However, it highlights critical solvency risks: the shell's survival depends entirely on $911,850 in interest-free related-party debt to fund daily operations while awaiting mandatory dissolution. Additionally, the continued classification of a material weakness in internal controls over financial reporting—rooted in warrant accounting—underscores persistent governance deficiencies that may trigger further regulatory scrutiny during the wind-down phase.
going-concern doubtnothing moved · 1 with no prior record of ours
- Going-concern doubt
- stated · unchanged
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that the liquidity, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 10-Q quarterly report for the period ended March 31, 2022. This periodic compliance filing does not alter past redemption mechanics or trust distribution timelines. According to the company’s notes, all 14,950,000 public shares were previously redeemed at $10.30 per share following the April 2020 liquidation of the Trust Account, with the final $129,957 in restricted cash distributed in August 2021. The report instead tracks post-dissolution bookkeeping, disclosing a Q1 2022 net loss of $18,717 and a working capital deficit of $896,287. To fund ongoing administrative expenditures, the company reports advancing unsecured notes of $7,500 to Chief Executive Officer Eric S. Rosenfeld in January 2022, followed by an additional $11,250 note in April 2022. Why it matters: Management explicitly states that the deferred underwriting discount of $5,622,500 is no longer owed because the initial business combination was not consummated, permanently extinguishing that contingent liability. However, the company maintains $781,700 in notes payable-related party from initial contributors, which remain outstanding and will only be forgiven upon liquidation. With $50 in cash remaining, management assesses that substantial doubt exists regarding the company’s ability to continue as a going concern. Furthermore, the chief executive officer and chief financial officer disclosed that disclosure controls and procedures were not effective during the quarter, citing a material weakness related to the accounting classification of warrant liabilities. Outstanding warrants and rights persist on the cap table with a $40 warrant liability balance, subject to complex exercise and registration conditions despite the absence of an active trading market or target acquisition.
combination deadline, going-concern doubtnothing moved · 2 with no prior record of ours
- Combination deadline
- 2020-04-30not matched in this filing
- Going-concern doubt
- stated · unchanged
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that the liquidity, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 10-K Annual Report for the fiscal year ended December 31, 2021. According to management, the Trust Account was fully liquidated and all public shares were redeemed at a per share redemption price of $10.30 on April 21, 2020. Management states the proposed Merger Agreement with TGI Holdings LLC (TGI Fridays) was mutually terminated on March 31, 2020 due to extraordinary market conditions and failure to meet necessary closing conditions. Following the termination, an approved charter extension to April 30, 2020 was abandoned. Management further reports distributing the remaining restricted cash pro rata to former public stockholders on August 23, 2021 in the amount of $129,957. Consequently, 4,110,000 shares of common stock remain outstanding, held solely by initial stockholders who waived redemption rights. Why it matters: Management discloses that the Company currently has no operating history, generates no revenue, and held a cash balance of $50 as of December 31, 2021, resulting in a working capital deficit of $877,570. Management explicitly states that these liquidity conditions raise 'substantial doubt about the Company’s ability to continue as a going concern.' Separately, management reports identifying a material weakness in internal control over financial reporting regarding the classification of warrants as liabilities per SEC guidance, which required restating historical financial statements. Regarding personnel and sponsor conduct, management notes that executive officers and directors serve concurrently with other SPACs (such as Legato Merger Corp. I and II) and hold overlapping board seats across numerous publicly traded entities, which management acknowledges could create conflicts of interest in allocating time and presenting acquisition opportunities. Management also discloses no active litigation and no pending agreements with prospective business combination candidates.
trust account, combination deadline, going-concern doubtnothing moved · 3 with no prior record of ours
- Trust account
- $153.0Mnot matched in this filing
- Combination deadline
- 2020-04-30 · unchanged
- Going-concern doubt
- stated · unchanged
The clause “Company has to complete an initial business combination from March 31, 2020 to April 30, 2020. However, in light of the termination of the Merger Agreement and due to extraordinary market conditions, the Company determined on March 31,”…
The clause …“The report of our independent registered public accounting firm expresses substantial doubt about our ability to continue as a going concern As of December 31, 2021, the Company had a cash balance of $50, and a working capital”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: routine compliance exhibit (Form 10-Q). This filing confirms the final distribution of the remaining restricted cash balance of $129,956.47 to former public stockholders on August 23, 2021, concluding the trust account liquidation that began after the merger with TGI Holdings terminated on March 31, 2020. Public shares were previously redeemed at $10.30 per share on April 21, 2020. The report also records a warrant liability of $40, driven by a $77 decrease in fair value during the quarter. Why it matters: It verifies that all available trust funds and dissolution allowances have been fully paid out, confirming zero remaining cash flows for former public shareholders. The warrant valuation update is the sole quantitative metric for investors holding the surviving derivatives, and the explicit going concern notice alongside a $295 cash balance and $874,327 working capital deficit confirms the vehicle remains in permanent dissolution without deal progress.
combination deadline, going-concern doubtnothing moved · 2 with no prior record of ours
- Combination deadline
- 2020-04-30 · unchanged
- Going-concern doubt
- stated · unchanged
The clause “Company has to complete an initial business combination from March 31, 2020 to April 30, 2020. However, in light of the termination of the Merger Agreement and due to extraordinary market conditions, the Company determined on March 31,”…
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that the liquidity, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 10-Q quarterly report. This filing confirms the termination of all active deal progress and extension mechanisms. Management states the Trust Account was fully liquidated and all public shares were redeemed at a price of $10.30 per share on April 21, 2020. As of June 30, 2021, the entity holds only $129,956 in restricted cash, designated exclusively for final franchise/income taxes and dissolution expense distributions to former public stockholders. The $781,700 in advance contribution loans from initial stockholders for prior time extensions and the $5,622,500 deferred underwriting discount are explicitly noted as forgiven or no longer owed. Furthermore, the Company restated historical financials because public and private placement warrants were improperly accounted for as equity rather than derivative liabilities, adjusting the December 31, 2020 warrant liability upward by $117. Why it matters: It definitively closes the SPAC's active operational life, verifying that public shareholder redemptions are complete and no active trust value or future redemption windows remain. The explicit waiver of sponsor extension loans and underwriter fees upon liquidation confirms zero residual value distribution for insiders absent a miracle turnaround. The disclosed accounting restatement triggered a formal material weakness in internal control over financial reporting, signaling governance friction and regulatory scrutiny over warrant classification. Coupled with a net loss of $20,128, a working capital deficit of $712,294, and a going concern qualification, the filing serves as the official accounting record leading to mandatory corporate dissolution.
trust account, combination deadline, going-concern doubtnothing moved · 3 with no prior record of ours
- Trust account
- $115.2Mnot matched in this filing
- Combination deadline
- 2020-04-30 · unchanged
- Going-concern doubt
- stated · unchanged
The clause “Company has to complete an initial business combination from March 31, 2020 to April 30, 2020. However, in light of the termination of the Merger Agreement and due to extraordinary market conditions, the Company determined on March 31,”…
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that the liquidity, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Allegro Merger Corp's Form 10-K/A (Amendment No. 1) restating its consolidated financial statements for 2018, 2019 and 2020 plus numerous interim periods, following the SEC's April 12, 2021 public statement on SPAC warrant accounting. Management concluded a material weakness exists in internal control over financial reporting and that disclosure controls were not effective. The filing also records that the company began liquidating the trust on March 31, 2020 and that on April 21, 2020 all public shares were redeemed at approximately $10.30 per share. Why it matters: This is a post-mortem, not a live vehicle: the trust was already distributed and every public share redeemed at about $10.30 in April 2020, so the restatement corrects the record for a company whose shareholders have been cashed out. Two residual items remain - $61,268 of restricted cash from the unused dissolution and tax allowance, which the company expects to distribute pro rata to former public stockholders, and roughly $781,700 of initial-stockholder extension loans that will be forgiven rather than repaid.
What changed: routine compliance exhibit. This document is a routine compliance exhibit, specifically a Form 10-Q quarterly report. Regarding redemption mechanics, the filing confirms that management initiated trust account liquidation on March 31, 2020, and all public shares were subsequently redeemed on April 21, 2020, at a per share redemption price of $10.30, distributing $153,755,272 in cash. No new extension or redemption timelines apply for the quarter ended March 31, 2021; management reports $61,268 in restricted cash for residual taxes and dissolution expenses, a working capital deficit of $697,219, and determines that mandatory liquidation raises substantial doubt about the company’s ability to continue as a going concern. The registrant also states that roughly $781,700 of contributor loans will be forgiven if liquidation occurs, and the $5,622,500 deferred underwriting discount is discharged. Why it matters: Beyond mechanics, management concluded that its warrants fail ASC 815-40 equity classification tests and must be recorded as derivative liabilities, triggering a restatement that raised the warrant liability from $0 to $117 as of December 31, 2020, reduced additional paid-in capital from $(3,607,240) to $(16,821,461), and boosted retained earnings to $16,123,791. This reclassification prompted management to identify a material weakness in internal control over financial reporting. The company further discloses that Nasdaq delisted its units and shares on April 30, 2020, with full deregistration occurring July 9, 2020. As a subsequent event noted by the registrant, two non-interest-bearing promissory notes totaling $15,000 were extended to Chief Executive Officer Eric S. Rosenfeld in April 2021.
What changed vs 2020-11-12trust $153.0M → $115.2M -25%trust account, combination deadline, going-concern doubt1 moved · 2 with no prior record of ours
- Trust account
- $153.0M$115.2M
- Combination deadline
- 2020-04-30 · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $37,765,066 left the trust between the two filings.
The clause …“(Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account $ 115,232,882 $ - $ - Liabilities: Derivative warrant liabilities $ 747,500 $ - $ 30,316 There were no transfers to/from Levels 1, 2,”…
The clause “Company has to complete an initial business combination from March 31, 2020 to April 30, 2020. However, in light of the termination of the Merger Agreement and due to extraordinary market conditions, the Company determined on March 31,”…
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that the liquidity, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K Current Report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, specifically responding to Item 4.02: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. On May 17, 2021, the Audit Committee of the Board of Directors concluded, after discussion with company management and independent registered public accounting firm MaloneBailey, LLP, that previously issued financial statements should no longer be relied upon. This conclusion followed the SEC Staff’s April 12, 2021 public statement expressing the view that certain SPAC warrant terms may require classification as liabilities rather than equity on the balance sheet. To align with that guidance, the Audit Committee mandated reclassifying the Public and Private Warrants as liabilities. The affected reporting periods include audited financial statements for years ending December 31, 2018, 2019, and 2020, and as of July 6, 2018; plus unaudited interim financial statements for September 30, 2018, March 31, 2019, June 30, 2019, September 30, 2019, March 31, 2020, June 30, 2020, and September 30, 2020. The company announced it will file an amended Form 10-K for the fiscal year ended December 31, 2020, originally filed March 29, 2021, after finalizing warrant valuation procedures. The filing does not establish, extend, or alter redemption deadlines, trust account distribution mechanisms, business combination voting schedules, or target sponsor conduct. CEO Eric Rosenfeld signed the current report on behalf of the registrant. Why it matters: Reclassifying warrants from equity to liabilities changes the accounting treatment from permanent capital to financial obligations, which typically requires periodic fair-value measurements that flow through earnings and reduce reported stockholders’ equity. Because the Audit Committee formally withdrew reliance on multi-year historical financial data, investors modeling net tangible asset thresholds, sponsor contribution valuations, or merger consideration mechanics must await the Amended Form 10-K before relying on past balance sheet and income statement figures. The filing reflects a regulatory compliance adjustment triggered by the SEC Staff’s broader market commentary rather than operational deterioration, but the stated need to finalize warrant valuation procedures introduces a procedural delay in updated financial disclosures. No new redemption windows, extension votes, trust cash levels, or deal progression milestones were disclosed or modified.
What changed: A Form 12b-25 Notification of Late Filing submitted by Allegro Merger Corp. to the U.S. Securities and Exchange Commission to delay its Quarterly Report on Form 10-Q for the period ended March 31, 2021. Chief Financial Officer Adam H. Jaffe states the registrant is withholding the March 31, 2021 10-Q because it is reassessing its warrant accounting treatment after the SEC Staff issued a clarifying statement on April 12, 2021 regarding SPAC warrants. Why it matters: Registrant management discloses an anticipated significant change in operating results driven entirely by the ongoing review of warrant fair values across both the current period and all prior periods, while explicitly noting it cannot currently provide a reasonable quantitative estimate of those earnings impacts.
What changed: A Form 10-K annual report for the fiscal year ended December 31, 2020, formally documenting the SPAC’s transition to dissolution and winding-down operations after abandoning its acquisition target. Management reports that on March 31, 2020, the Merger Agreement with TGIF Holdings terminated due to extraordinary market conditions and unmet closing requirements. In response, the company activated charter-mandated liquidation protocols, redeeming all 14,950,000 public shares on April 21, 2020 at a documented $10.30 per share. Trading was suspended and Nasdaq filed Form 25 to delist the securities on April 30, 2020, with formal Exchange Act deregistration occurring on July 9, 2020. The post-redemption balance sheet retains only $216 in unrestricted cash and $61,268 in restricted cash designated for final tax and dissolution disbursements. Contribution-based extension loans totaling $781,700 will be fully forgiven upon liquidation, and the corporate cap table now reflects just 4,110,000 founder/private shares alongside outstanding, non-exercisable warrants and rights. Why it matters: This filing provides the definitive financial and regulatory closure to the ALGR-TGI Fridays pipeline, confirming that the SPAC mechanism has expired and replaced the acquisition mandate with mandatory wind-down procedures. Public shareholders have already realized their final proceeds at $10.30 per share, eliminating both downside volatility and future upside participation. The severe depletion of liquid assets indicates that franchise taxes, dissolution expenses, and professional fees will gradually consume the remaining $61,268 before any pro-rata residual distribution occurs. The explicit write-off of the $5,622,500 deferred underwriting commission eliminates a major contingent liability, but simultaneously underscores that the underwriters forfeited performance compensation due to the failed transaction. Remaining warrant and right holders face structural expiration without a listed trading venue or viable business combination pathway, making continued holding economically inert for most institutional portfolios.
What changed vs 2020-02-19deadline 2020-03-31 → 2020-04-30combination deadline, trust account, going-concern doubt +11 moved · 3 with no prior record of ours
- Combination deadline
- 2020-03-312020-04-30
- Trust account
- $153.0M · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 14.2Mnot matched in this filing
SpacBrain reads this as 30 days later than the previous record.
The clause “Company has to complete an initial business combination from March 31, 2020 to April 30, 2020. However, in light of the termination of the Merger Agreement and due to extraordinary market conditions, the Company determined on March 31,”…
The clause …“current assets 58,249 83,811 Total current assets 119,733 171,608 Investments held in Trust Account - 152,997,948 Total assets $ 119,733 $ 153,169,656 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and”…
The clause …“The report of our independent registered public accounting firm expresses substantial doubt about our ability to continue as a going concern As of December 31, 2020, the Company had a cash and restricted cash balance of $216 and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This document is an amendment to a Schedule 13G routine compliance exhibit filed with the SEC by Bank of Montreal to disclose a change in beneficial ownership of Allegro Merger Corp. common stock (CUSIP 01749N103). As of December 31, 2020, Bank of Montreal reported ceasing to be the beneficial owner of more than five percent of the class of securities. The filing contains no disclosures regarding redemption deadlines, trust account valuations, extension mechanisms, target acquisition progress, or sponsor conduct. Why it matters: For investors tracking the mechanics of the SPAC lifecycle, this filing provides no new data on redemption calendars, trust balances, or merger timelines. The report merely reflects that Bank of Montreal’s aggregate holding fell below the five percent regulatory threshold, which likely resulted from routine secondary market transactions or portfolio rebalancing and does not alter the SPAC’s contractual obligations, liquidation rights, or investor protections. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel appear in the document.
What changed: A Form 10-Q quarterly report for the period ended September 30, 2020, documenting the termination of a prior business combination agreement, the liquidation of the Trust Account, the full redemption of public shares, and management's assessment of substantial doubt regarding the registrant's ability to continue as a going concern. According to Note 1, management mutually terminated its previously announced Merger Agreement with TGIF Holdings, LLC on March 31, 2020, citing extraordinary market conditions and a failure to meet closing conditions. In conjunction with the termination, management executed the full redemption of all 14,950,000 outstanding public shares on April 21, 2020, utilizing funds from the Trust Account at a per share redemption price of approximately $10.30, totaling $153,755,272. The registrant reports that the Trust Account balance decreased from $152,997,948 at December 31, 2019 to $0 as of September 30, 2020. To fund ongoing obligations, management withdrew $282,032 of earned interest income to pay franchise and income taxes and operating expenses, alongside a $100,000 withdrawal dedicated to dissolution expenses. Furthermore, the registrant confirms that the $5,622,500 Deferred Underwriting Commission liability was discharged and forgiven upon the distribution of trust proceeds. Why it matters: This filing confirms the irreversible conclusion of the TGI Fridays acquisition and the finalization of the SPAC's wind-down. The complete depletion of the Trust Account and a resulting working capital deficit of $687,267 signal imminent mandatory liquidation, rendering public warrants and rights valueless upon dissolution. The explicit going concern warning and disclosure of remaining related-party liabilities highlight that without additional uncommitted funding from initial stockholders, the registrant cannot sustain operations beyond the immediate term, fundamentally altering the risk profile for equity and warrant holders.
trust account, combination deadline, going-concern doubtnothing moved · 3 with no prior record of ours
- Trust account
- $153.0M · unchanged
- Combination deadline
- 2020-04-30 · unchanged
- Going-concern doubt
- stated · unchanged
The clause …“83,811 Total current assets 119,555 171,608 Cash and marketable securities held in Trust Account - 152,997,948 Total assets $ 119,555 $ 153,169,556 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and”…
The clause “Company has to complete an initial business combination from March 31, 2020 to April 30, 2020. However, in light of the termination of the Merger Agreement and due to extraordinary market conditions, the Company determined on March 31,”…
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that the liquidity, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.