Allegro Merger Corp. Nears Collapse with $20 Cash, Going Concern Doubts

TL;DR

**Allegro Merger Corp. is a zombie SPAC with no cash and no future; avoid at all costs.**

AI Summary

Allegro Merger Corp. reported a net loss of $5,700 for the three months ended September 30, 2025, an improvement from the $6,450 net loss in the same period of 2024. For the nine months ended September 30, 2025, the net loss was $27,983, compared to $33,508 for the nine months ended September 30, 2024. The company's cash balance significantly decreased to $20 as of September 30, 2025, from $103 at December 31, 2024. Total assets also declined from $103 to $20 over the same period. Current liabilities, primarily notes payable to related parties, increased to $1,032,650 from $1,004,750. The company continues to operate with a substantial working capital deficit of $1,032,630 and management has expressed substantial doubt about its ability to continue as a going concern due to a lack of operations and dependence on external capital. Promissory notes totaling $27,900 were issued to CEO Eric S. Rosenfeld in 2025, which are non-interest bearing and payable upon demand or a business combination.

Why It Matters

Allegro Merger Corp.'s dire financial state, with only $20 in cash and a $1.03 million working capital deficit, signals extreme risk for investors. The company's inability to secure a business combination since its 2018 IPO, coupled with the delisting of its securities in 2020, means there's virtually no path to value creation. For employees, the lack of operations and going concern warning indicate no future. Customers are unaffected as the company has no active business. In the broader SPAC market, Allegro serves as a cautionary tale of a blank check company failing to execute its mandate, highlighting the importance of due diligence on SPAC management and their ability to find viable targets.

Risk Assessment

Risk Level: high — The company explicitly states "management has determined that it will continue as a going concern because the company has no operations to achieve any revenue and is dependent on obtaining capital to fund operating expenses. Thus the company has substantial doubt about the Company's ability to continue as a going concern." This, combined with a cash balance of only $20 and a working capital deficit of $1,032,630 as of September 30, 2025, indicates an extremely high risk of insolvency.

Analyst Insight

Investors should immediately divest any holdings in Allegro Merger Corp. given the explicit going concern warning, minimal cash balance of $20, and lack of operational revenue. There is no clear path to recovery or value creation, making it a highly speculative and distressed asset.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

$20

total Debt

$1,032,690

net Income

$ (27,983)

eps

$ (0.01)

gross Margin

N/A

cash Position

$20

revenue Growth

N/A

Key Numbers

• $20 — Cash balance (as of September 30, 2025, down from $103 at December 31, 2024)
• $1,032,630 — Working capital deficit (as of September 30, 2025, indicating severe liquidity issues)
• $1,032,650 — Notes payable-related party (as of September 30, 2025, a significant portion of liabilities)
• $27,983 — Net loss (for the nine months ended September 30, 2025)
• $5,700 — Net loss (for the three months ended September 30, 2025)
• 4,110,000 — Shares of common stock outstanding (as of November 3, 2025)
• $27,900 — Promissory notes to CEO Eric S. Rosenfeld (issued in 2025)
• $781,700 — Loans from initial stockholders (outstanding and will be forgiven if no business combination)

Key Players & Entities

• Allegro Merger Corp. (company) — registrant
• Eric S. Rosenfeld (person) — Chief Executive Officer of Allegro Merger Corp.
• Cantor Fitzgerald & Co. (company) — private placement participant
• Chardan Capital Markets LLC (company) — private placement participant
• Nasdaq (regulator) — delisted Allegro Merger Corp. securities
• SEC (regulator) — regulates financial filings
• Allegro Merger Sub, Inc. (company) — wholly-owned subsidiary
• TGI Fridays (company) — terminated merger agreement target

FAQ

Risk Factors

• Severe Liquidity Constraints [high — financial]: Allegro Merger Corp. has a cash balance of only $20 as of September 30, 2025, a drastic decrease from $103 at December 31, 2024. This, coupled with a substantial working capital deficit of $1,032,630, indicates severe liquidity issues. The company's total assets have also dwindled to $20.
• Dependence on External Capital and Going Concern Uncertainty [high — financial]: Management has expressed substantial doubt about the company's ability to continue as a going concern due to a lack of operations and its dependence on external capital. This raises significant concerns about the company's future viability and its ability to meet its obligations.
• Increasing Related Party Liabilities [medium — financial]: Current liabilities, primarily notes payable to related parties, have increased to $1,032,650 from $1,004,750. This concentration of liabilities with related parties could pose risks if these parties seek repayment or if terms are unfavorable.
• Promissory Notes to CEO [medium — financial]: Promissory notes totaling $27,900 were issued to CEO Eric S. Rosenfeld in 2025. These notes are non-interest bearing and payable on demand or upon a business combination, introducing potential cash outflow triggers.
• Contingent Debt from Initial Stockholders [medium — financial]: Loans from initial stockholders totaling $781,700 are outstanding and will be forgiven if no business combination occurs. While this provides a temporary buffer, the potential for this debt to become due creates future financial uncertainty.
• Lack of Operations [high — operational]: The company's operations are minimal, leading to a continued net loss. For the nine months ended September 30, 2025, the net loss was $27,983. This lack of revenue-generating activity is a fundamental business risk.

Industry Context

Allegro Merger Corp. operates as a special purpose acquisition company (SPAC), a shell company that raises capital through an initial public offering (IPO) to acquire an existing company. The SPAC market is characterized by its reliance on identifying and completing a business combination within a specified timeframe. Success is heavily dependent on the management team's ability to find a suitable target and secure financing, facing competition from other SPACs and traditional M&A avenues.

Regulatory Implications

As a SPAC, Allegro Merger Corp. is subject to SEC regulations governing financial reporting and disclosure. The company's current financial state, including its going concern warning and reliance on related-party financing, could attract increased scrutiny from regulators. Any proposed business combination would also be subject to extensive regulatory review and shareholder approval processes.

What Investors Should Do

1. Monitor for Business Combination Announcement
2. Assess Management's Capital Raising Strategy
3. Evaluate Terms of Related Party and CEO Notes
4. Review Potential Target Company Due Diligence

Key Dates

• 2025-09-30: Balance Sheet Date — Reflects a critical cash position of $20 and a significant working capital deficit of $1,032,630, highlighting severe liquidity issues.
• 2025-09-30: End of Nine-Month Period — Reported a net loss of $27,983, indicating ongoing operational losses and a need for external funding.
• 2024-09-30: End of Nine-Month Period (Prior Year) — Reported a net loss of $33,508, showing a slight improvement in loss reduction year-over-year.
• 2024-12-31: Year-End Balance Sheet Date (Prior Year) — Cash balance was $103 and total assets were $103, providing a baseline for the significant decline observed in the current period.

Glossary

Working Capital Deficit

Occurs when a company's current liabilities exceed its current assets, indicating a potential inability to meet short-term obligations. (Allegro Merger Corp. has a substantial working capital deficit of $1,032,630, signaling severe liquidity problems.)

Going Concern

An assumption that a company will continue to operate for the foreseeable future, typically at least 12 months. If there is substantial doubt about this, it must be disclosed. (Management has expressed substantial doubt about Allegro Merger Corp.'s ability to continue as a going concern due to lack of operations and dependence on external capital.)

Notes Payable-Related Party

Money owed by a company to individuals or entities that have a close relationship with the company, such as officers, directors, or major shareholders. (This constitutes the majority of Allegro Merger Corp.'s current liabilities, totaling $1,032,650, and has increased from the prior year.)

Additional Paid-In Capital

Represents the amount of money investors have paid for stock above its par value. (Allegro Merger Corp. has a significant negative balance in Additional Paid-In Capital, which is unusual and contributes to the overall deficit.)

Retained Earnings

The cumulative amount of net income that a company has retained over time, rather than distributing as dividends. (Allegro Merger Corp.'s retained earnings have decreased due to net losses, contributing to the growing stockholders' deficit.)

Year-Over-Year Comparison

Compared to December 31, 2024, Allegro Merger Corp. has experienced a dramatic decline in its financial position. Cash has plummeted from $103 to $20, and total assets have similarly shrunk to $20. While net losses have slightly improved year-over-year for the nine-month period ($27,983 in 2025 vs. $33,508 in 2024), the company's liquidity crisis has intensified, leading to a significant increase in current liabilities, primarily notes payable to related parties, and a stark warning about its ability to continue as a going concern.

Key Financial Figures

• $0.0001 — 000 , shares of common stock, par value $0.0001 per share, were issued and outstanding.

Filing Documents

• ea0263004-10q_allegro.htm (10-Q) — 281KB
• ea0263004ex31-1_allegro.htm (EX-31.1) — 11KB
• ea0263004ex31-2_allegro.htm (EX-31.2) — 11KB
• ea0263004ex32_allegro.htm (EX-32) — 5KB
• 0001213900-25-105294.txt ( ) — 2065KB
• algr-20250930.xsd (EX-101.SCH) — 21KB
• algr-20250930_cal.xml (EX-101.CAL) — 10KB
• algr-20250930_def.xml (EX-101.DEF) — 97KB
• algr-20250930_lab.xml (EX-101.LAB) — 158KB
• algr-20250930_pre.xml (EX-101.PRE) — 103KB
• ea0263004-10q_allegro_htm.xml (XML) — 129KB

Financial Information

Part I. Financial Information 1

Consolidated Condensed Financial Statements

Item 1. Consolidated Condensed Financial Statements 1 Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024 1 2 3 4

Notes to Financial Statements (unaudited)

Notes to Financial Statements (unaudited) 5

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12

Quantitative and Qualitative Disclosures Regarding Market Risk

Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk 16

Controls and Procedures

Item 4. Controls and Procedures 16

Other Information

Part II. Other Information 17

Risk Factors

Item 1A. Risk Factors 17

Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities 18

Exhibits

Item 6. Exhibits 19

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements Allegro Merger Corp. Consolidated Condensed Balance Sheets (Unaudited) September 30, 2025 December 31, 2024 ASSETS Current assets: Cash $ 20 $ 103 Total current assets 20 103 Total assets $ 20 $ 103 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Notes payable-related party 1,032,650 1,004,750 Total current liabilities 1,032,650 1,004,750 Warrant liability 40 40 Total liabilities 1,032,690 1,004,790 Stockholders' deficit: Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding - - Common stock, $ 0.0001 par value; 40,000,000 shares authorized, 4,110,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 411 411 Additional paid-in capital ( 16,951,418 ) ( 16,951,418 ) Retained earnings 15,918,337 15,946,320 Total stockholders' deficit ( 1,032,670 ) ( 1,004,687 ) Total liabilities and stockholders' deficit $ 20 $ 103 The accompanying notes are an integral part of these unaudited consolidated condensed financial statements. 1 Allegro Merger Corp. Consolidated Condensed Statements of Operations (Unaudited) Three months ended September 30, 2025 Three months ended September 30, 2024 Nine months ended September 30, 2025 Nine months ended September 30, 2024 General and administrative costs $ 5,700 $ 6,450 $ 27,983 $ 33,508 Loss from operations 5,700 6,450 27,983 33,508 Net income (loss) $ ( 5,700 ) $ ( 6,450 ) $ ( 27,983 ) $ ( 33,508 ) Weighted average shares outstanding of common stock, basic and diluted- Founders and Private Placement Shares 4,110,000 4,110,000 4,110,000 4,110,000 Basic and diluted net loss per share, Founders and Private Placement Shares $ ( 0.00 ) $ ( 0.00 ) $ ( 0.01 ) $ ( 0.01 ) The accompanying notes are an integral part of these unaudited consolidated condensed financial statements. 2 Allegro Merger Corp. Consolida

View Full Filing

View this 10-Q filing on SEC EDGAR