Monitor the final IPO pricing and share count in the next amendment, as the offering size and price will determine the actual net proceeds and the dilution from the Allegro share issuance. Watch for any updates on the company's ability to secure additional financing, given the going concern warning and the loss of the $64.9M PIPE proceeds.
Executive Summary
SeeQC, Inc., a developer of digital cryogenic control and readout chips for quantum computing, filed Amendment No. 3 to its S-1 for an IPO on Nasdaq under the symbol SEQC. The company terminated its merger with SPAC Allegro Merger Corp. in August 2026 and is now pursuing a standalone IPO, expecting to issue shares to Allegro and pay up to $2.0 million in expenses if the offering qualifies as a Trigger Event. The company is pre-revenue at scale, with $4.2M in 2025 revenue (95% from engineering services), net losses of $12.2M in 2025, an accumulated deficit of $65.3M, and management has raised substantial doubt about its ability to continue as a going concern.
Key Financial Metrics
Key Facts
- IPO of common stock on Nasdaq under symbol SEQC; offering price range not disclosed in this filing (placeholders).
- Terminated merger with Allegro Merger Corp. effective August 25, 2026; will not receive ~$64.9M in PIPE proceeds previously expected.
- If offering qualifies as a Trigger Event, will pay Allegro up to $2.0M in expenses and issue shares equal to $6.0M based on a $1.3B pre-money valuation.
- 2025 revenue was $4.2M (up from $0.8M in 2024); ~95% of 2025 revenue from engineering services/integration, only 5% from product sales.
- Net loss of $12.2M in 2025 and $9.6M in H1 2026; accumulated deficit of $65.3M as of June 30, 2026.
- Cash and cash equivalents of $18.1M as of June 30, 2026; management has concluded substantial doubt exists about ability to continue as a going concern.
- Identified material weaknesses in internal control over financial reporting, unremediated as of December 31, 2025.
- Revenue is highly concentrated in a few customers, including government agencies; US government revenue was $2.2M in 2025.
- As of June 30, 2026, 3,256,084 stock options outstanding (weighted-avg exercise price $1.46), 814,631 restricted stock awards, and 521,498 RSUs.
- Underwriters include Cantor Fitzgerald, BTIG, Needham & Company, and Craig-Hallum.
Financial Impact
2025 revenue of $4.2M (up 420% YoY from $0.8M) but net loss of $12.2M; H1 2026 net loss of $9.6M on revenue of $1.8M. Cash of $18.1M as of June 30, 2026. IPO proceeds undisclosed; will pay up to $2.0M to Allegro and issue $6.0M in shares if Trigger Event occurs.
Risk Factors
- Going concern risk: management has substantial doubt about the company's ability to continue as a going concern for the next twelve months.
- Technology risk: chip solutions are under active development and may fail to achieve commercial viability or scale as expected.
- Customer concentration: revenue is highly concentrated in a few customers, including government agencies, whose agreements expire in the near term.
- Dilution: potential issuance of shares to Allegro and exercise of outstanding options will dilute existing stockholders.
- Internal control weaknesses: material weaknesses in internal control over financial reporting remain unremediated.
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-1/A Filing (Primary) | 0001213900-26-102075 |
| Document: ea028847007ex10-4.htm | 0001213900-26-102075 |
| Document: ea028847007ex23-1.htm | 0001213900-26-102075 |
| Document: 0001213900-26-102075-index-headers.html | 0001213900-26-102075 |
| Document: 0001213900-26-102075-index.html | 0001213900-26-102075 |
| Document: 0001213900-26-102075.txt | 0001213900-26-102075 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 9, 2026 17d ago | S-1/A | — | awaiting T+20 | — | — |
Sep 22, 2026 4w ago | S-1/A | — | awaiting T+20 | — | — |
Sep 18, 2026 5w ago | 15-15D | — | awaiting T+20 | — | — |
Aug 28, 2026 8w ago | 8-K | — | awaiting T+20 | — | — |
Jul 1, 2026 16w ago | EFFECT | — | awaiting T+20 | — | — |
Jun 29, 2026 17w ago | S-1 | — | awaiting T+20 | — | — |
Jun 17, 2026 18w ago | S-4/A | — | awaiting T+20 | — | — |
US Market Status
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