UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 FORM

 (Mark
One)
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ______________to
______________

 Commission File Number 001-38581

 ALLEGRO MERGER CORP.

 (Exact Name of Registrant as Specified in Its Charter)

 Delaware

 82-2425125

 (State or Other Jurisdiction of

Incorporation or Organization)

 (I.R.S. Employer

Identification Number)

 777 Third Avenue, 37th Floor

 New York, NY

 10017

 (Address of Principal Executive Offices)

 (Zip Code)

 (212) 319-7676

 (Registrant's Telephone Number, Including
Area Code)

 Securities registered pursuant to Section 12(b)
of the Act:

 None.

 Securities registered pursuant to Section 12(g)
of the Act:

 None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934
during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirement for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of "large accelerated filer", "accelerated file", "smaller
reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 As
of June 30, 2023, the last business day of the registrant's most recently completed second fiscal quarter, the registrant's
common stock was not publicly traded. Accordingly, there was no market value for the registrant's common stock on such date.

 As
of March 26, 2024, 4,110,000, shares of common stock, par value $0.0001 per share, were issued and outstanding.

 PAGE

 Cautionary Note Regarding Forward-Looking Statements

 iii

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [Reserved]

 Item
 7.

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

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 PART
 IV

 Item
 15.

 Exhibits
 and Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 i

 Unless otherwise stated in this annual report on Form 10-K (this "annual
report"), references to:

 "Allegro,"
"we," "us," "our," "company," "our company" or similar phrases are to Allegro
Merger Corp.;

 "Cantor"
are to Cantor Fitzgerald & Co., the representative of the underwriters of our initial public offering;

 "Chardan"
are to Chardan Capital Markets LLC, one of the underwriters of our initial public offering;

 "common
stock" are to our shares of common stock, par value $0.0001 per share;

 "Exchange
Act" are to the Securities Exchange Act of 1934, as amended;

 "initial
stockholders" are the holders of the private shares;

 "JOBS
Act" are to the Jumpstart Our Business Startups Act of 2012;

 "management"
or our "management team" are to our executive officers and directors;

 "Merger
Agreement" are to the Agreement and Plan of Merger, dated as of November 8, 2019, by and among the Company, Allegro Merger Sub,
Inc., a Delaware corporation and wholly-owned subsidiary of Allegro ("Merger Sub"), TGIF Holdings, LLC, a Delaware limited
liability company ("Holdings"), TGIF Midco, Inc., a Delaware corporation and currently a subsidiary of Holdings ("Midco"
and together with Holdings and their subsidiaries, "TGI Fridays"), and Rohit Manocha, solely in his capacity as the initial
representative of the equity holders of Holdings and Midco.

 "private
placement shares" are to the shares of common stock underlying the private placement units;

 "private
placement units" are to the 372,500 units purchased by our initial stockholders, Cantor, and Chardan in the private placement that
occurred simultaneously with the completion of our initial public offering, each private placement unit consisting of one share of common
stock, one right, and one warrant;

 "private
placement warrants" are to the warrants underlying the private placement units;

 "private
shares" are to the 3,737,500 shares of our common stock sold by us to our initial stockholders prior to our initial public offering;

 "public
shares" are to shares of our common stock sold as part of the units in our initial public offering, including shares purchased
as a result of the exercise of the over-allotment option by the underwriters (whether they were purchased in our initial public offering
or thereafter in the open market);

 "public
stockholders" are to the holders of our public shares, including, without limitation, our initial stockholders, Cantor, Chardan
and members of our management team to the extent that they have purchased public shares, provided that such holder's status as
a "public stockholder" shall exist only with respect to such public shares;

 "rights"
are to our rights, each right exchangeable for one-tenth (1/10) of one share of common stock upon the completion of our initial business
combination;

 "SEC"
are to the Securities and Exchange Commission;

 "Securities
Act" are to the Securities Act of 1933, as amended;

 "Trust
Account" are to the trust account established in connection with the initial public offering in which certain proceeds related
thereto were deposited;

 "units"
are to the 14,950,000 units sold in the initial public offering, including 1,950,000 units that were issued pursuant to the exercise
in full of the underwriters' over-allotment option, each unit consisting of one share of common stock, one right, and one warrant;
and

 "warrants"
are to our redeemable warrants, each warrant entitling the holder to purchase one share of common stock at a price of $11.50 per share
commencing 30 days after the completion of our initial business combination.

 ii

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This annual report, including, without limitation,
statements under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations,"
includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These
forward-looking statements can be identified by the use of forward-looking terminology, including the words "believes," "estimates,"
"anticipates," "expects," "intends," "plans," "may," "will," "potential,"
"projects," "predicts," "continue," or "should," or, in each case, their negative or other
variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such
statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination
and any other statements that are not statements of current or historical facts. These statements are based on management's current
expectations, but actual results may differ materially due to various factors, including, but not limited to our:

 ability
to complete an initial business combination;

 success
in retaining or recruiting, or changes required in, our officers, key employees or directors following an initial business combination;

 officers
and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving
our initial business combination, as a result of which they would then receive expense reimbursements;

 potential
ability to obtain additional financing to complete an initial business combination;

 pool
of prospective target businesses;

 an
inability to have our securities listed on a national securities exchange following an initial business combination;

 the
ability of our officers and directors to generate a number of potential investment opportunities;

 potential
change in control if we acquire one or more target businesses for stock;

 lack
of a market for our securities; or

 our
financial performance.

 The forward-looking statements contained in this
annual report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future
developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties
(some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from
those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors
described under the heading "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any
of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities laws. These risks and others described under "Risk Factors"
may not be exhaustive.

 By their nature, forward-looking statements involve
risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution
you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition
and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking
statements contained in this annual report. In addition, even if our results or operations, financial condition and liquidity, and developments
in the industry in which we operate are consistent with the forward-looking statements contained in this annual report, those results
or developments may not be indicative of results or developments in subsequent periods.

 iii

 ITEM 1. BUSINESS

 We were incorporated in Delaware on August 7,
2017 for the purpose of entering into a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or
other similar business combination with one or more businesses or entities (a "business combination"). To date, Allegro's
efforts have been limited to organizational activities, completion of its initial public offering and the evaluation of possible business
combinations.

 Initial Public Offering

 Prior our initial public offering, we issued to
Eric Rosenfeld, our Chief Executive Officer, an aggregate of 4,312,500 shares of common stock in exchange for a capital contribution of
$25,000, or approximately $0.01 per share. Mr. Rosenfeld then transferred all of the shares to two trusts for the benefit of his immediate
family members, and subsequently, a portion of such shares was transferred to the other initial stockholders in exchange for $0.01 per
share. In April 2018, the initial stockholders contributed to our capital an aggregate of 575,000 shares for no additional consideration,
leaving them with an aggregate of 3,737,500 shares of common stock.

 On July 6, 2018, we closed our initial public
offering of 14,950,000 units, including 1,950,000 units that were issued pursuant to the exercise in full of the underwriters' over-allotment
option, with each unit consisting of one share of common stock, one right, and one warrant. The initial public offering generated gross
proceeds of $149,500,000.

 Simultaneously with the consummation of the initial public offering,
we consummated the private placement of 372,500 private placement units at a price of $10.00 per private placement unit, generating gross
proceeds of $3,725,000. The private placement units were purchased by the initial stockholders, Cantor and Chardan.

 Following the closing of the initial public offering
on July 6, 2018, an amount of $149,500,000 ($10.00 per unit) from the net proceeds of the sale of the units and private placement
units was placed in the Trust Account.

 Dissolution of Trust Account; Delisting and
Deregistration of Securities

 Pursuant to the Company's amended and restated
certificate of incorporation, on March 31, 2020, the Company began the process of liquidating and distributing to its public stockholders
their pro rata portion of the funds contained in the Trust Account, including interest earned on the amounts on deposit, less amounts
that were able to be released to the Company to pay franchise and income taxes and up to $100,000 of interest that was able to be released
to the Company to pay dissolution expenses. On April 21, 2020, all of the public shares were redeemed at a per share redemption price
of $10.30. On August 23, 2021, we distributed the remaining restricted cash pro rata, to our former public stockholders in the amount
of $129,957. The restricted cash balance represented the unused portion of our dissolution allowance and allowance for taxes.

 An aggregate of approximately $781,700 of loans
made by the initial stockholders to the Company in connection with extensions of time to complete an initial business will not be repaid
and will be forgiven if we are unable to consummate a business combination and determine to liquidate and dissolve.

 The initial stockholders waived their redemption
rights with respect to the common stock issued prior to the Company's initial public offering and the common stock underlying the
Private Units. Accordingly, such initial stockholders did not participate in the redemption and an aggregate of 4,110,000 shares of common
stock remain outstanding. Additionally, the Company's rights and warrants remain outstanding.

 On April 20, 2020, Nasdaq filed a Form 25 to delist and deregister
the Company's units, common stock, rights and warrants. Such securities were delisted from Nasdaq as of April 30, 2020 and deregistered
under Section 12(b) of the Exchange Act as of July 9, 2020.

 Current Operations

 The Company's
current business plan is to seek, investigate, and, if warranted, acquire one or more businesses, and to pursue other related activities
intended to enhance shareholder value. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or
otherwise, and may encompass assets or a business entity, such as a corporation, joint venture, or partnership. The Company has limited
capital, and it is unlikely that the Company will be able to take advantage of more than one such business opportunity. The Company intends
to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings.

 We currently have no agreements or understandings
with any prospective business combination candidates and there are no assurances that we will find a suitable business with which to combine.
The implementation of our business objectives is wholly contingent upon a business combination and/or the successful sale of our securities.
We intend to utilize the proceeds of any offering, any sales of equity securities or debt securities, bank and other borrowings or a combination
of those sources to effect a business combination with a target business which we believe may have significant growth potential. While
we may, under certain circumstances, seek to effect business combinations with more than one target business, unless additional financing
is obtained, we will not have sufficient proceeds remaining after an initial business combination to undertake additional business combinations.

 The Company is unable to predict when it may participate
in a business opportunity. Prior to making a decision to participate in a business opportunity, the Company will generally request that
it be provided with written materials regarding the business opportunity containing such items as a description of products, services
and company history; management resumes; financial information; available projections, with related assumptions upon which they are based;
an explanation of proprietary products and services; evidence of existing patents, trademarks, or services marks, or rights thereto; present
and proposed forms of compensation to management; a description of transactions between such company and its affiliates during relevant
periods; a description of present and required facilities; an analysis of risks and competitive conditions; a financial plan of operation
and estimated capital requirements; audited financial statements, or if they are not available, unaudited financial statements, together
with reasonable assurances that audited financial statements would be able to be produced within a reasonable period of time following
completion of a merger transaction; and other information deemed relevant.

 As part of the Company's investigation,
the Company's officers may meet personally with management and key personnel, may visit and inspect material facilities, obtain
independent analysis or verification of certain information provided, check references of management and key personnel, and take other
reasonable investigative measures, to the extent of the Company's limited financial resources.

 Competition

 The Company expects to encounter substantial competition
in its efforts to locate attractive opportunities, primarily from business development companies, venture capital partnerships and corporations,
venture capital affiliates of large industrial and financial companies, small investment companies, and wealthy individuals. Many of these
entities will have significantly greater experience, resources and managerial capabilities than the Company and will therefore be in a
better position than the Company to obtain access to attractive business opportunities.

 Employees

 As of December 31, 2023, the Company had no employees.

 ITEM 1A. RISK FACTORS

 An investment in our securities involves a
high degree of risk. You should consider carefully the material risks described below, which we believe represent the material risks related
to our business and our securities, together with the other information contained in this annual report on Form 10-K, before making a
decision to invest in our securities. This annual report on Form 10-K also contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific
factors, including the risks described below.

 Risks Related to Consummating a Business Combination

 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 deficit of $965,168.

 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 Uncertainties about an Entity's Ability to Continue as a Going Concern",
management has determined that the Company's lack of liquidity raises substantial doubt about the Company's ability to continue
as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities to account for such uncertainty.

 We have identified
a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability
to report our results of operations and financial condition accurately and in a timely manner.

 Our management is responsible
for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our
management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes
and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

 As described elsewhere in
this Annual Report, we identified a material weakness in our internal control over financial reporting related to the accounting for a
significant and unusual transaction related to the warrants we issued in connection with our public and private placements in connection
with our IPO. As a result of this material weakness, our management concluded that our internal control over financial reporting were
not effective as of December 31, 2023. This material weakness resulted in a material misstatement of our warrant liabilities, change in
fair value of warrant liabilities, additional paid-in capital, accumulated deficit, and related financial disclosures.

 To respond to this material
weakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our
internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements,
we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting standards
that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research
materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex
accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that
these initiatives will ultimately have the intended effects.

 Any failure to maintain such
internal control could adversely impact our ability to report our financial position and results from operations on a timely and accurate
basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our
financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which
our common stock is listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our
business. Failure to timely file will cause us to be ineligible to utilize short form registration statements on Form S-3 or
Form S-4, which may impair our ability to obtain capital in a timely fashion to execute our business strategies or issue shares
to effect an acquisition. Ineffective internal controls could also cause investors to lose confidence in our reported financial information,
which could have a negative effect on the trading price of our stock.

 We can give no assurance that the measures we have taken and plan to
take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial
results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or
circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those
controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of
our financial statements.

 We are an emerging growth company with no
operating history and no revenue and, accordingly, you have no basis on which to evaluate our ability to achieve our business objective.

 We are an emerging growth company with no operating
history and no revenue. We will not commence operations until we consummate our initial business combination. Because we lack an operating
history, you have no basis upon which to evaluate our ability to achieve our business objective of acquiring one or more operating businesses
or entities. If we fail to complete a business combination, we will never generate any operating revenues.

 You will be unable to ascertain the merits
or risks of any particular target business' operations.

 We may pursue acquisition opportunities in any
business sector or geographic region we wish, except that we will not, under our amended and restated certificate of incorporation, be
permitted to effectuate a business combination with another blank check company or similar company with nominal operations. If we consummate
our initial business combination, we may be affected by numerous risks inherent in the business operations of the entity with which we
combine. Because we will seek to acquire businesses that potentially need financial, operational, strategic or managerial redirection,
we may be affected by the risks inherent in the business and operations of a financially or operationally unstable entity. Although our
officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will
properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore,
some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will
adversely impact a target business.

 Because of our limited resources and the
significant competition for business combination opportunities, it may be more difficult for us to complete a business combination.

 We expect to encounter intense competition from
other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),
other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.
Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly,
acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical,
human and other resources, or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted
with those of many of these competitors. Our ability to compete with respect to the acquisition of certain target businesses will be limited
by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain
target businesses. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination.

 Subsequent to consummation of our initial
business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have
a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some
or all of your investment.

 Even if we conduct extensive due diligence on
a target business with which we combine, we cannot assure you that this examination will uncover all material risks that may be presented
by a particular target business, or that factors outside of the target business and outside of our control will not later arise. Even
if our due diligence successfully identifies the principal risks, unexpected risks may arise and previously known risks may materialize
in a manner not consistent with our preliminary risk analysis. As a result, from time to time following our initial business combination,
we may be forced to write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result
in our reporting losses. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that
we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this
nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held
by a target business or by virtue of our obtaining post-combination debt financing.

 We may issue additional common or preferred
stock to complete our initial business combination or under an employee incentive plan after consummation of our initial business combination,
which would dilute the interest of our stockholders and likely present other risks.

 We may issue a substantial number of additional
shares of common or preferred stock to complete our initial business combination or under an employee incentive plan after consummation
of our initial business combination. The issuance of additional shares of common or preferred stock:

 may
significantly dilute the equity interest of existing investors;

 may
subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;
and

 could
cause a change in control if a substantial number of shares of common stock is issued, which may affect, among other things, our ability
to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors.

 We may issue notes or other debt securities,
or otherwise incur substantial debt, to complete a business combination, which may adversely affect our financial condition and the value
of our stockholders' investment in us.

 Although we have no commitments to issue any notes
or other debt securities, otherwise to incur debt, we may choose to incur substantial debt in order to complete our initial business combination.
The incurrence of debt could have a variety of negative effects, including:

 default
and foreclosure on our assets if our operating revenues or cash flows after an initial business combination are insufficient to meet
our debt service obligations;

 acceleration
of our obligations to repay the indebtedness, even if we make all principal and interest payments when due, if we breach covenants that
require the maintenance of financial ratios or reserves without a waiver or renegotiation of that covenant;

 our
immediate payment of all principal and accrued interest, if any, if the debt is payable on demand and the lender demands payment;

 our
inability to obtain necessary additional financing if any debt we incur contains covenants restricting our ability to obtain additional
financing while the debt is outstanding;

 prohibitions
of, or limitations on, our ability to pay dividends on our common stock;

 use
of a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends
on our common stock if declared, as well as for expenses, capital expenditures, acquisitions and other general corporate purposes;

 limitations
on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

 increased
vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
and

 limitations
on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of
growth strategies and other purposes and other disadvantages compared to our competitors who have less debt.

 We do not have a policy with respect to how much
debt we may incur. To the extent that the amount of our debt increases, the impact of the effects listed above may also increase.

 Resources could be wasted in researching
acquisitions that are not consummated, which could materially adversely affect subsequent attempts to locate another target business and
consummate our initial business combination.

 We anticipate that the investigation of each specific
target business and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments will
require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete
a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable.
Furthermore, if we reach an agreement relating to a specific target business, we may fail to consummate our initial business combination
for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred,
which could materially adversely affect subsequent attempts to locate and acquire or merge with another business due to a reduction in
the funds available for expenses relating to such efforts.

 We are dependent upon our officers and directors;
the loss of any one or more of them could adversely affect our ability to complete a business combination.

 Our operations depend upon the background, experience
and contacts of our officers and directors. We believe that our success depends on the continued service of our officers and directors,
at least until we have consummated a business combination. We do not have an employment agreement with, or key-man insurance on the life
of, any of our directors or officers. In addition, our executive officers and directors are not required to, and will not, commit their
full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and the search for
a business combination and their other business commitments. We do not intend to have any full-time employees prior to the consummation
of our business combination. Each of our executive officers and directors is engaged in other business endeavors and is not obligated
to contribute any specific number of hours per week to our affairs. If our executive officers' and directors' other business
commitments require them to devote substantial amounts of time in excess of their current commitment levels, it could limit their ability
to devote time to our affairs which make it more difficult for us to identify an acquisition target and consummate our business combination.

 Our officers and directors may in the future
become affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have
conflicts of interest in determining to which entity a particular business opportunity should be presented.

 Until we consummate our initial business combination,
we intend to engage in the business of identifying and combining with one or more businesses or entities. Our executive officers and directors
may in the future become affiliated with other entities that are engaged in the business of acquiring other businesses or entities. In
each case, our executive officers and directors' existing directorships or other responsibilities may give rise to contractual or
fiduciary obligations that take priority over any obligation owed to us. Our amended and restated certificate of incorporation provides
that the doctrine of corporate opportunity, or any other analogous doctrine, will not apply to us or any of our officers or directors
or in circumstances that would conflict with any fiduciary duties or contractual obligations to other entities they may have. Accordingly,
business opportunities that may be attractive to the entities described above will not be presented to us unless such entities have declined
to accept such opportunities. As a result, our officers and directors may have conflicts of interest in determining to which entity a
particular business opportunity should be presented. We cannot assure you that these conflicts will be resolved in our favor or that a
potential target business would not be presented to another entity prior to its presentation to us.

 We may engage in a business combination
with one or more target businesses that have relationships with entities that may be affiliated with our executive officers, directors,
or existing stockholders, which may raise potential conflicts of interest.

 We may decide to acquire one or more businesses
affiliated with our initial stockholders, or our officers and directors. Our officers and directors also serve as officers and board members
of other entities. Such entities may compete with us for business combination opportunities. Despite our agreement to obtain an opinion
from an independent investment banking firm, a firm that regularly prepares valuation reports on the type of company that we are seeking
to acquire or an independent accounting firm regarding the fairness to our stockholders from a financial point of view of a business combination
with one or more businesses affiliated with our executive officers, directors or our initial stockholders, potential conflicts of interest
still may exist and, as a result, the terms of the business combination may not be as advantageous to us as they would be absent any conflicts
of interest.

 As the number of special purpose acquisition
companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets.
This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate
an initial business combination.

 Since the fourth quarter of 2020, the number of
special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition
companies have already entered into an initial business combination, and there are still many special purpose acquisition companies seeking
targets for their initial business combination, as well as many such companies currently in registration. As a result, at times, fewer
attractive targets may be available, and it may require additional time, effort and more resources for us to identify a suitable target
and to consummate a business combination.

 In addition, because there are more companies
seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals
or business models may increase, which could cause targets companies to demand improved financial terms. Attractive deals could also become
scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional
capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay
or otherwise complicate or frustrate our ability to find and consummate a business combination, and we may not be able to consummate a
business combination at all.

 Changes in the market for directors'
and officers' liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business
combination.

 The market for directors' and officers' liability insurance
for special purpose acquisition companies is subject to continual change. For instance, the premiums charged for such policies have generally
increased and the terms of such policies have generally become less favorable. There can be no assurance that these trends will not continue.

 The increased cost and decreased availability
of directors' and officers' liability insurance could make it more difficult and more expensive for us to negotiate a business
combination. To obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the
post-business combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to
obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination's
ability to attract and retain qualified officers and directors.

 In addition, even after we were to complete a business combination,
our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior
to the initial business combination. As a result, to protect our directors and officers, the post-business combination entity will
likely need to purchase additional insurance with respect to any such claims ("run-off insurance"). The need for run-off insurance
would be an added expense for the post-business combination entity and could interfere with or frustrate our ability to consummate
a business combination.

 Our search for an initial business combination,
and any target business with which we ultimately consummate an initial business combination, may be materially adversely affected by new
outbreaks, or continuation of any existing outbreaks, of any infectious disease (such as COVID-19) and other events, and the status of
debt and equity markets.

 Any new outbreaks, or continuation of any existing
outbreaks, of any infectious disease (such as COVID-19) or other events (such as terrorist attacks, armed conflicts or natural disasters)
could adversely affect the economies and financial markets worldwide, and the business of any potential target business with which we
consummate an initial business combination could be materially and adversely affected. Furthermore, we may be unable to complete an initial
business combination if concerns relating to any outbreak of a disease restricts travel or limits the ability to have meetings with potential
investors or the target company's personnel, vendors and services providers. The extent to which any new outbreak or the continuation
of any existing situation impacts our search for an initial business combination will depend on future developments, which are highly
uncertain and cannot be predicted. If any such event (such as terrorist attacks, natural disasters or a significant outbreak of other
infectious diseases) continues for an extensive period of time, our ability to consummate an initial business combination, or the operations
of a target business with which we ultimately consummate an initial business combination, may be materially adversely affected.

 In addition, our ability to consummate a transaction may be dependent
on the ability to raise equity and debt financing which may be impacted by outside events (such as terrorist attacks, natural disasters
or a significant outbreak of infectious diseases), including as a result of increased market volatility, decreased market liquidity in
third-party financing being unavailable on terms acceptable to us or at all.

 Risks Related to the Liquidation of the Trust Account

 If we file a bankruptcy petition or an involuntary
bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover the proceeds from our Trust Account
which were distributed to our public stockholders, and the members of our board of directors may be viewed as having breached their fiduciary
duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

 If we file a bankruptcy petition or an involuntary
bankruptcy petition is filed against us that is not dismissed, any distributions from our Trust Account received by stockholders could
be viewed under applicable debtor/creditor and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent
conveyance." As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, by making
distributions to public stockholders before making provision for creditors, our board of directors may be viewed as having breached its
fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims for punitive damages.

 Our stockholders may be held liable for
claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

 Under the DGCL, stockholders may be held liable
for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion
of our trust account distributed to our public stockholders upon the redemption of our public shares may be considered a liquidation distribution
under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it
makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought
against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting
period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution
is limited to the lesser of such stockholder's pro rata share of the claim or the amount distributed to the stockholder, and any
liability of the stockholder would be barred after the third anniversary of the dissolution.

 We did not comply with Section 280 of the DGCL
when we redeemed our public shares for a pro rata portion of the Trust Account. Therefore, Section 281(b) of the DGCL requires us to adopt
a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may
be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company, rather
than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely
claims to arise would be from our vendors (such as lawyers or investment bankers) or prospective target businesses. If our plan of distribution
complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser
of such stockholder's pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder
would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that
may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions
received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore,
if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares is not considered
a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174
of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead
of three years, as in the case of a liquidation distribution.

 Risks Related to Owning our Securities

 Our securities were delisted from the Nasdaq
Capital Market, deregistered under Section 12(b) of the Exchange Act, and are not traded on an established trading marked or exchange.
Investors will have a limited ability to make transactions in our securities.

 Trading of our securities on the Nasdaq Capital
Market was suspended as of April 20, 2020. On April 20, 2020, Nasdaq filed a Form 25 to delist and deregister the units, common stock,
rights and warrants. Such securities were delisted from Nasdaq as of April 30, 2020, and deregistered under Section 12(b) of the Exchange
Act as of July 9, 2020. Our securities are not currently traded on an established trading market or exchange. There can be no assurance
that our securities will be admitted to list or trade on any market or exchange or that, if listed or traded, that we will maintain the
requirements for continued listing or trading. A market for our securities may never develop. As a result, holders of our securities may
be unable to sell their securities and may lose all of their investment.

 Our common stock is classified as a "penny
stock" under SEC rules, which means that any broker-dealers who wish to make a market in our stock will be subject to additional
compliance requirements.

 Our common stock is deemed to be a "penny
stock" as defined in the Exchange Act. Penny stocks are stocks (i) with a price of less than five dollars per share;
(ii) that are not traded on a recognized national exchange; (iii) whose prices are not quoted on an automated quotation system sponsored
by a recognized national securities association; or (iv) whose issuer has net tangible assets less than $2,000,000 (if the issuer has
been in continuous operation for at least three years); or $5,000,000 (if continuous operations for less than three years); or with average
revenues of less than $6,000,000 for the last three years. The Exchange Act requires broker-dealers dealing in penny stocks
to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written
receipt of the document before effecting any transaction in a penny stock for the investor's account. Potential investors
in our common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be "penny
stock." Further, the Exchange Act requires broker-dealers dealing in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor. These procedures require the broker-dealer
to (i) obtain from the investor information concerning his, her or its financial situation, investment experience and investment objectives;
(ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor, and that the investor
has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide
the investor with a written statement setting forth the basis on which the broker dealer made the determination in (ii) above; and (iv)
receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial
situation, investment experience and investment objectives. Compliance with these requirements may affect the ability or willingness
of broker-dealers to sell our securities, and accordingly would affect the ability of stockholders to sell their securities in the public
market. These additional procedures could also limit our ability to raise additional capital in the future.

 We may not hold an annual meeting of stockholders
until after we consummate a business combination.

 We may not hold an annual meeting of stockholders
until after we consummate a business combination, and thus may not be in compliance with Section 211(b) of the DGCL, which requires that
an annual meeting of stockholders be held for the purposes of electing directors in accordance with a company's bylaws unless directors
are elected by written consent in lieu of such a meeting. Therefore, if our stockholders want us to hold an annual meeting prior to our
consummation of a business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of
Chancery in accordance with Section 211(c) of the DGCL.

 Changes in laws or regulations, or a failure
to comply with any laws and regulations, may adversely affect our business, investments and results of operations.

 We are subject to laws and regulations enacted
by national, regional, and local governments, including in particular, reporting and other requirements under the Exchange Act. Compliance
with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their
interpretation and application may also change from time to time and those changes could have a material adverse effect on our business,
investments, and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied,
could result in fines, injunctive relief or similar remedies which could be costly to us or limit our ability to complete an initial business
combination or operate the post-combination company successfully.

 If we are unable to complete an initial
business combination and determine to liquidate and dissolve, our warrants and rights will expire worthless.

 Our outstanding warrants and rights may not be
exercised until after the completion of our initial business combination. Accordingly, our warrants and rights will expire worthless if
we are unable to consummate a business combination and our board resolves to liquidate and dissolve.

 We may amend the terms of the rights in
a manner that may be adverse to holders with the approval by the holders of at least 65% of the then outstanding rights.

 Our rights were issued in registered form under
a Right Agreement between Continental Stock Transfer & Trust Company, as rights agent, and us. The Right Agreement provides that the
terms of the rights may be amended without the consent of any holder to cure any ambiguity or correct any defective provision. The Right
Agreement requires the approval by the holders of at least 65% of the then outstanding rights to make any change that adversely affects
the interests of the registered holders. Accordingly, we may amend the terms of the rights in a manner adverse to a holder if holders
of at least 65% of the then outstanding rights approve of such amendment. Although our ability to amend the terms of the rights with the
consent of at least 65% of the then outstanding rights is unlimited, examples of such amendments could be amendments to, among other things,
decrease the number of shares of our common stock issuable upon conversion of a right.

 We may amend the terms of the warrants in
a manner that may be adverse to holders with the approval by the holders of at least 65% of the then outstanding warrants.

 Our warrants were issued in registered form under
a Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The Warrant Agreement provides that
the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but
requires the approval by the holders of at least 65% of the then outstanding warrants to make any change that adversely affects the interests
of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least
65% of the then outstanding warrants approve of such amendment. Although our ability to amend the terms of the warrants with the consent
of at least 65% of the then outstanding warrants is unlimited, examples of such amendments could be amendments to, among other things,
increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of our common stock purchasable
upon exercise of a warrant.

 A registration statement covering the shares
underlying our warrants may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able
to exercise its warrants and causing such warrants to expire worthless.

 Under the terms of the warrant agreement governing
our warrants, we have agreed to use our best efforts to file a registration statement under the Securities Act covering such shares and
maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, and to use our best efforts to take
such action as is necessary to register or qualify for sale, in those states in which the warrants were initially offered by us, the shares
issuable upon exercise of the warrants, to the extent an exemption is not available. We cannot assure you that we will be able to do so.
If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders
to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement. However, in no event will we
be required to issue cash, securities, or other compensation in exchange for the warrants if we are unable to register or qualify the
shares underlying the warrants under the Securities Act or applicable state securities laws. If the issuance of the shares upon exercise
of the warrants is not so registered or qualified, the warrant holder will not be entitled to exercise such warrant and such warrant may
have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the
full unit purchase price solely for the shares of common stock included in the units. If and when the warrants become redeemable by us,
we may exercise our redemption right even if we are unable to register or qualify the underlying shares of common stock for sale under
all applicable state securities laws.

 We may redeem your unexpired warrants prior
to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

 We have the ability to redeem outstanding warrants
(excluding any private placement warrants held by our initial stockholders or their permitted transferees) at any time after they become
exercisable and prior to their expiration, at $0.01 per warrant, provided that the last reported sales price (or the closing bid price
of our common stock in the event the shares of our common stock are not traded on any specific trading day) of the common stock equals
or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third business day prior to the date
we send proper notice of such redemption, provided that on the date we give notice of redemption and during the entire period thereafter
until the time we redeem the warrants, we have an effective registration statement under the Securities Act covering the shares of common
stock issuable upon exercise of the warrants and a current prospectus relating to them is available. If and when the warrants become redeemable
by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all
applicable state securities laws. Redemption of the outstanding warrants could force you: (i) to exercise your warrants and pay the exercise
price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price
when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding
warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

 Our ability to require holders of our warrants
to exercise such warrants on a cashless basis will cause holders to receive fewer shares upon their exercise of the warrants than they
would have received had they been able to exercise their warrants for cash.

 If we call our warrants for redemption, we will
have the option to require any holder that wishes to exercise his warrants (including any warrants held by our initial stockholders or
their permitted transferees) to do so on a "cashless basis." If we choose to require holders to exercise their warrants on
a cashless basis, the number of shares received by a holder upon exercise will be fewer than it would have been had such holder exercised
his warrants for cash. This will have the effect of reducing the potential "upside" of the holder's investment in our
company.

 The grant of registration rights to our
initial stockholders and purchasers of private placement units may make it more difficult to complete our initial business combination,
and the future exercise of such rights may reduce the market price of our common stock.

 Pursuant to an agreement entered into concurrently
with the consummation of our initial public offering, our initial stockholders, purchasers of private placement units and their permitted
transferees can demand that we register the private shares, private placement units, private placement shares, private placement rights
and private placement warrants, and the shares of common stock issuable upon conversion of the private placement rights and exercise of
the private placement warrants. These registration rights will be exercisable at any time commencing upon the date that such shares are
released from transfer restrictions. We will bear the cost of registering these securities. The registration and availability of such
a significant number of securities for trading in the public market may reduce the market price of our common stock. In addition, the
existence of the registration rights may make our initial business combination more costly or difficult to conclude because the stockholders
of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the
negative impact on the market price of our common stock that is expected when the securities owned by our initial stockholders are registered.

 General Risks

 The requirements of being a public company
may strain our resources and divert management's attention.

 As a public company, we will be subject to the
reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (which we refer to as the Sarbanes-Oxley Act), the Dodd-Frank
Act Wall Street Reform and Consumer Protection Act (which we refer to as the Dodd-Frank Act), the listing requirements of Nasdaq and other
applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance
costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after
we are no longer an "emerging growth company." The Sarbanes-Oxley Act requires, among other things, that we maintain effective
disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure
controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight
may be required. As a result, management's attention may be diverted from other business concerns, which could adversely affect
our business and operating results. We may need to hire more employees in the future or engage outside consultants to comply with these
requirements, which will increase our costs and expenses.

 In addition, changing laws, regulations and standards
relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance
costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in
many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided
by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated
by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and
standards, and this investment may result in increased general and administrative expenses and a diversion of management's time
and attention from operational activities to compliance activities. If our efforts to comply with new laws, regulations and standards
differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory
authorities may initiate legal proceedings against us and our business may be adversely affected.

 However, for as long as we remain an "emerging
growth company" as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that
are applicable to "emerging growth companies" including, but not limited to, not being required to comply with the auditor
attestation requirements of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports
and proxy statements, and exemptions from the requirement of holding a nonbinding advisory vote on executive compensation and shareholder
approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no
longer an "emerging growth company."

 We will remain an emerging growth company until
the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering,
(b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer,
which means the market value of our shares of common stock that are held by non-affiliates exceeds $700 million as of the prior June 30,
and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three year period.

 As an "emerging growth company,"
we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive
to investors.

 We are an "emerging growth company,"
as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to
other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply
with the auditor attestation requirements of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in
our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation
and shareholder approval of any golden parachute payments not previously approved. Additionally, as an emerging growth company, we have
elected to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies
until those standards apply to private companies. As such, our financial statements may not be comparable to companies that comply with
all public company accounting standards. We cannot predict if investors will find our common stock less attractive because we may rely
on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for
our common stock and our share price may be more volatile.

 Compliance obligations under the Sarbanes-Oxley
Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources, and
increase the time and costs of completing an acquisition.

 The Sarbanes-Oxley Act requires that we maintain
a system of internal controls and that we evaluate and report on such system of internal controls over financial reporting. In addition,
once we are no longer an "emerging growth company," we must have our system of internal controls over financial reporting
audited. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome
on us as compared to other public companies because a target company with which we seek to complete a business combination may not be
in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls over financial reporting. The
development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs
necessary to complete any such acquisition.

 Provisions
in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors
might be willing to pay in the future for our common stock and could entrench management.

 Our
amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders
may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors
to designate the terms of and issue new series of preferred shares, which may make more difficult the removal of management and may discourage
transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

 Our
amended and restated certificate of incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of
Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders' ability
to obtain a favorable judicial forum for disputes with us or our directors, officers, employees, or stockholders.

 Our
amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in
our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only
in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed
to have consented to service of process on such stockholder's counsel. Any person or entity purchasing or otherwise acquiring any
interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated
certificate of incorporation.

 This
choice of forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes
with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation
to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions,
which could harm our business, operating results and financial condition.

 Risk
related to our public and private warrants

 SEC
guidance required us to reconsider the accounting of warrants and led us to conclude that our warrants be accounted for as liabilities
rather than as equity and such requirement resulted in a restatement of our previously issued financial statements.

 On
April 12, 2021, the staff of the SEC issued a public statement entitled "Staff Statement on Accounting and Reporting Considerations
for Warrants issued by Special Purpose Acquisition Companies ("SPACs") (the "Statement"). In the Statement, the
SEC staff expressed it view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities
on the SPAC's balance sheet as opposed to equity. Since issuance, our warrants were accounted for as equity within our balance
sheet, and after discussion and evaluation, including with our independent auditors, we have concluded that our warrants should be presented
as liabilities with subsequent and periodic fair value re-measurement. Therefore, we conducted a valuation of our warrants and restated
our previously issued financial statements, which resulted in unanticipated costs and diversion of management resources and may result
in potential loss of investor confidence. Although we have now completed the restatement, we cannot guarantee that we will have no further
inquiries from the SEC regarding our restated financial statements or matters relating thereto.

 Any
future inquiries from the SEC as a result of the restatement of our historical financial statements will, regardless of the outcome,
likely consume a significant amount of our resources in addition to those resources already consumed in connection with the restatement
itself.

 Certain
of our warrants are accounted for as warrant liabilities and are recorded at fair value upon issuance with changes in fair value each
reporting period to be reported in earnings, which may have an adverse effect on the market price of our Common Stock.

 Following
the restatement of our historical financial statements, we account for our public and private warrants as warrant liabilities and recorded
at fair value upon issuance with any changes in fair value each reporting period to be reported in earnings as determined by the Company
based the available publicly traded warrant price or based on a valuation report obtained from its independent third party valuation
firm.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 We
are a shell company with no business operations. Since our IPO, our sole business activity has been identifying and evaluating suitable
target businesses for a business combination. Therefore, we do not consider that we face significant cybersecurity risk. Nevertheless,
we employ various procedures designed to identify, protect, detect and respond to and manage reasonably foreseeable cybersecurity risks
and threats given our limited operations. These include, but are not limited to, internal reporting, monitoring and detection tools and
anti-virus software in. We also periodically assess risks from cybersecurity and technology threats and monitor our information
systems for potential vulnerabilities, including those that could arise from internal sources and external sources such as third-party
service providers we do business with. We may the future determine to engage an assessor(s), consultant(s), auditor(s) or other
third party(s) to supplement our processes.

 To
date, we have not experienced any cybersecurity attacks. However, any such attack could adversely affect our business. Further,
a penetration of our systems or a third-party's systems or other misappropriation or misuse of personal information could subject
us to business, regulatory, litigation and reputation risk, which could have a negative effect on our business, financial condition and
results of operations.

 The
Audit Committee of the Board oversees our cybersecurity risk and receives regular reports from our management team on various potential
cybersecurity matters, including areas of emerging risks, incidents and industry trends, and other areas of importance.

 ITEM
2. PROPERTIES

 We
maintain our principal executive offices at 777 Third Avenue, 37th floor, New York, NY 10017. This space is provided to us by Crescendo
Advisors II, LLC ("Crescendo"), an entity controlled by Mr. Rosenfeld, free of charge. We consider our current office space
adequate for our current operations.

 ITEM
3. LEGAL PROCEEDINGS

 None.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Prior
to their delisting and deregistration, our units, common stock, rights, and warrants were listed on the Nasdaq Capital Market, or Nasdaq,
under the symbols "ALGRU," "ALGR," "ALGRR" and "ALGRW," respectively. The last trading
date of the Company's securities on the Nasdaq Capital Market was Monday, April 20, 2020. There is no public trading market for
the Company's securities at this time.

 Holders

 As
 of December 31, 2023, there were 18 holders of record of our common stock, 16 holders of
 record of our warrants, and 16 holders of record of our rights.

 Dividends

 We
did not pay any cash dividends and we do not intend to pay cash dividends in the foreseeable future.

 Securities
Authorized for Issuance under Equity Compensation Plans

 None.

 Recent
Sales of Unregistered Securities

 None.

 Purchases
of Equity Securities by Issuer and Affiliates

 No
 purchases of our equity securities have been made by us or affiliated purchasers within the
 fiscal year ended December 31, 2023.

 ITEM
6. [Reserved]

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The
following discussion should be read in conjunction with our Financial Statements and footnotes thereto contained in this annual report.

 Overview

 We
are a blank check company formed on August 7, 2017 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
recapitalization, reorganization or other similar business combination with one or more businesses or entities. Our efforts in identifying
a prospective target business are not limited to a particular industry or geographic region of the world.

 Initial
Public Offering

 Prior
to our initial public offering, we issued to Eric Rosenfeld, our Chief Executive Officer, an aggregate of 4,312,500 shares of common
stock in exchange for a capital contribution of $25,000, or approximately $0.01 per share. Mr. Rosenfeld then transferred all of the
shares to two trusts for the benefit of his immediate family members, and subsequently, a portion of such shares was transferred to the
other initial stockholders in exchange for $0.01 per share. In April 2018, the initial stockholders contributed to capital an aggregate
of 575,000 shares for no additional consideration, leaving them with an aggregate of 3,737,500 shares of common stock.

 On
July 6, 2018, we closed our initial public offering of 14,950,000 units, including 1,950,000 units that were issued pursuant to the exercise
in full of the underwriters' over-allotment option, with each unit consisting of one share of common stock, one right, and one
warrant. The initial public offering generated gross proceeds of $149,500,000.

 Simultaneously
with the consummation of the initial public offering, we consummated the private placement of 372,500 private placement units at a price
of $10.00 per private placement unit, generating gross proceeds of $3,725,000. The private placement units were purchased by the initial
stockholders, Cantor, and Chardan.

 Following
the closing of the Initial Public Offering on July 6, 2018, an amount of $149,500,000 ($10.00 per Unit) from the net proceeds of
the sale of the Units in the Initial Public Offering and the Private Units was placed in the Trust Account and was invested in United
States government treasury bills, bonds or notes, having a maturity of 180 days or less or in money market funds meeting certain conditions
under Rule 2a-7 promulgated under the Investment Company Act.

 Dissolution
of Trust Account; Delisting and Deregistration of Securities

 Pursuant
to the Company's amended and restated certificate of incorporation, on March 31, 2020, the Company began the process of liquidating
and distributing to its public stockholders their pro rata portion of the funds contained in the Trust Account, including interest earned
on the amounts on deposit, less amounts that may be released to the Company to pay franchise and income taxes and up to $100,000 of interest
which may be released to the Company to pay dissolution expenses. On April 21, 2020, all of the public shares were redeemed at a per
share redemption price of $10.30. On August 23, 2021, we distributed the remaining restricted cash pro rata, to our former public stockholders
in the amount of $129,957. The restricted cash balance represented the unused portion of our dissolution allowance and allowance for
taxes.

 The
initial stockholders waived their redemption rights with respect to the common stock issued prior to the Company's initial public
offering and the common stock underlying the Private Units. Accordingly, such initial stockholders did not participate in the redemption
and an aggregate of 4,110,000 shares of common stock remain outstanding. Additionally, the Company's rights and warrants remain
outstanding.

 O n
 April 20, 2020, Nasdaq filed a Form 25 to delist and deregister the Company's units,
 common stock, rights, and warrants. Such securities were delisted from Nasdaq as of April
 30, 2020, and deregistered under Section 12(b) of the Exchange Act as of July 9, 2020.

 2023
Promissory Notes

 The
Company issued five unsecured promissory notes totaling $40,250 to Eric S. Rosenfeld, the Company's Chief Executive Officer, in
January, April, May, August, and October 2023. The notes are non-interest bearing, and payable on the earlier of (i) demand by Payee,
(ii) the date on which Maker consummates a merger or acquisition or (iii) the date on which Maker elects to dissolve.

 Critical
Accounting Policy

 The
preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual
results could materially differ from those estimates. The Company has identified the following critical accounting policy:

 The
 Company has determined there are no critical accounting policies or estimates in the periods
 covered in this report.

 Critical
Accounting Estimate

 An
accounting estimate where (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account
for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition
or operating performance is material.

 Critical
Accounting Policies and Practices

 A
company's accounting policies and practices that are both most important to the portrayal of the company's financial condition
and results, and require management's most difficult, subjective, or complex judgments, often because of the need to make estimates
about the effects of matters that are inherently uncertain.

 Results
of Operations

 For
 the year ended December 31, 2023, we had net loss of $38,673, which consisted of operating
 costs of $38,673

 For
 the year ended December 31, 2022, we had net loss of $48,925, which consisted of operating
 costs of $48,925.

 Liquidity
and Capital Resources

 We
 presently have no revenue; our net loss of $38,673 for the year ended December 31, 2023,
 consists only of other operating costs. Through December 31, 2023, our liquidity needs were
 satisfied through loans made to the Company in the amount of $40,250.

 The
 accompanying financial statements have been prepared assuming we will continue as a going
 concern, which contemplates, among other things, the realization of assets and satisfaction
 of liabilities in the normal course of business. As of December 31, 2023, we had a working
 capital deficit of $965,168. Further, we have incurred and expect to continue to incur significant
 costs in pursuit of our financing and acquisition plans. Our plans to raise capital or to
 consummate an initial business combination may not be successful. These matters, among others,
 raise substantial doubt about our ability to continue as a going concern. Based on the foregoing,
 we currently do not have sufficient cash and working capital to meet our needs through a
 business combination unless our initial stockholders provide us additional funds for our
 working capital needs, or we obtain other financing.

 The
accompanying financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

 Related
Party Transactions

 Private
Shares

 In
connection with Allegro's organization in August 2017, Allegro issued to Eric Rosenfeld, the Chief Executive Officer, an aggregate
of 4,312,500 shares of common stock in exchange for a capital contribution of $25,000, or approximately $0.01 per share. The foregoing
issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Prior to the initial
public offering, Mr. Rosenfeld then transferred all of the shares to two trusts for the benefit of his immediate family members, and
subsequently, the trusts transferred a portion of such private shares to the other initial stockholders in exchange for $0.01 per share.
In April 2018, the initial stockholders contributed to Allegro's capital an aggregate of 575,000 shares for no additional consideration,
leaving them with an aggregate of 3,737,500 private shares.

 The
private shares are identical to the shares of common stock included in the units sold in the initial public offering. However, the initial
stockholders have agreed (A) not to transfer, assign or sell any of their private until the earlier to occur of: (i) one year after the
completion of Allegro's initial business combination or (ii) the date on which Allegro completes a liquidation, merger, stock exchange
or other similar transaction after the initial business combination that results in all stockholders having the right to exchange their
shares of common stock for cash, securities or other property, or (iii) if the last sale price of our common stock equals or exceeds
$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 150 days after Allegro's initial business combination, and (B) each holder
of private shares has agreed to waive his, her or its redemption rights with respect to the private shares, (i) in connection with the
consummation of a business combination, (ii) in connection with a stockholder vote to amend Allegro's charter to modify the substance
or timing of Allegro's obligation to redeem 100% of the public shares if Allegro does not complete an initial business combination
by the required deadline, (iii) if Allegro fails to consummate an initial business combination by the required deadline, and (iv) upon
Allegro's liquidation. Additionally, the initial stockholders have agreed to vote their private shares in favor of the initial
business combination.

 Promissory
Notes

 The
Company issued five unsecured promissory notes totaling $40,250 to Eric S. Rosenfeld, the Company's Chief Executive Officer, in
January, April, May, August, and October 2023. The notes are non-interest bearing, and payable on the earlier of (i) demand by Payee,
(ii) the date on which Maker consummates a merger or acquisition or (iii) the date on which Maker elects to dissolve.

 The
 Company issued five unsecured promissory notes totaling $40,350 to Eric S. Rosenfeld, the
 Company's Chief Executive Officer, in January, April, May, August, and November 2022.
 The notes are non-interest bearing, and payable on the earlier of (i) demand by Payee, (ii)
 the date on which Maker consummates a merger or acquisition or (iii) the date on which Maker
 elects to dissolve.

 Notes
Payable — Related Parties

 Certain
individuals and entities (the "Contributors") that participated in the private placement of units that occurred simultaneously
with the Company's initial public offering contributed to the Company an aggregate amount of $781,700, representing contributions
covering a prorated amount of $0.02 per unconverted public share for the partial month of January 2020 and $0.025 per unconverted public
share for each of February 2020 and March 2020 (each, a "Contribution"). The Contributions will not bear any interest and
will be repayable by the Company to the Contributors upon consummation of an initial business combination. The Contributions will be
forgiven if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the
Company's trust account.

 The
Company deposited $223,342, the first contribution on January 6, 2020, into the trust account established in connection with the Company's
initial public offering. The Company deposited the second Contribution of $279,178 on January 31, 2020, and deposited the third Contribution
of $279,180 on March 2, 2020, in each case, to the same trust account; provided that any such additional Contribution was only to be
made if the previously announced merger agreement with TGI Fridays is still then in effect, or, if such agreement is earlier terminated,
the Board of Directors of the Company by majority vote determines to require such additional Contribution.

 On
March 31, 2020, the Company and Holdings mutually determined, due to extraordinary market conditions and the failure to meet necessary
closing conditions, to terminate the Merger Agreement.

 An
aggregate of approximately $781,700 principal amount of loans associated with the extension remain outstanding as of December 31, 2022.
The loans made by the Contributors will not be repaid and will be forgiven if we are unable to consummate a business combination and
determine to liquidate and dissolve.

 Private
Placement Units

 Simultaneous
with the consummation of the initial public offering, Allegro consummated the private placement of 372,500 private placement units at
a price of $10.00 per private placement unit, generating total proceeds of $3,725,000. The private placement units were purchased by
the initial stockholders, Cantor and Chardan.

 Allegro's
initial stockholders, Cantor and Chardan have the right to require Allegro to register the private placement units for resale, as described
below under "— Registration Rights ". Allegro will bear the costs and expenses of filing any such registration
statements.

 The
private placement rights are identical to the rights that were sold as part of the units in Allegro's initial public offering.
The private placement warrants are non-redeemable so long as they are held by the initial stockholders or their permitted transferees.
The private placement warrants may also be exercised by the initial stockholders or their permitted transferees, for cash or on a cashless
basis. Other than as stated above, the private placement warrants have terms and provisions that are identical to those of the warrants
sold as part of the units in Allegro's initial public offering. The private placement units are not transferrable until 30 days
after the consummation of Allegro's initial business combination; provided, however, that the transfer restrictions will lapse
earlier if following the completion of Allegro's initial business combination Allegro completes a liquidation, merger, stock exchange
or other similar transaction that results in all of Allegro's stockholders having the right to exchange their shares of common
stock for cash, securities or other property.

 Registration
Rights

 The
holders of the private shares, private placement units (including securities contained therein) and warrants that may be issued upon
conversion of working capital loans that may be made by Allegro's initial stockholders, officers, directors or their affiliates
will have the right to require Allegro to register under the Securities Act a sale of any securities held by them pursuant to a registration
rights agreement. These holders will be entitled to make up to three demands, excluding short form registration demands, except that
Cantor, Chardan, and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five-year period
beginning on July 2, 2018, the effective date of Allegro's registration statement in connection with Allegro's initial public
offering. In addition, these holders will have "piggy-back" registration rights allowing them to include their securities
in other registration statements filed by Allegro. Cantor, Chardan, and/or their designees may participate in a "piggy-back"
registration only during the seven year period beginning on July 2, 2018. Allegro will bear the costs and expenses of filing any such
registration statements.

 Off-balance
sheet financing arrangements

 We
 did not have any off-balance sheet arrangements as of December 31, 2023 and 2022.

 Contractual
obligations

 We
do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

 We
entered into an agreement to pay an affiliate of our Chief Executive Officer an aggregate monthly fee of $12,500 for office space and
office and administrative support provided to the Company. The Company and the affiliate have agreed to suspend payment on this agreement
on March 31, 2020. This space is still provided to us by Crescendo Advisors II, LLC ("Crescendo"), an entity controlled by
Mr. Rosenfeld, free of charge.

 We
have engaged our underwriters as advisors in connection an initial business combination to assist us in holding meetings with our shareholders
to discuss the potential business combination and the target business' attributes, introduce us to potential investors that are
interested in purchasing our securities, assist us in obtaining shareholder approval for the business combination and assist us with
our press releases and public filings in connection with the business combination. The Underwriting Agreement provided that a deferred
underwriting discount of 3.5% of the gross offering proceeds of the initial public offering, excluding the over-allotment option, and
5.5% of the gross proceeds of the over-allotment option, or $5,622,500 in the aggregate ("Deferred Underwriting Discount")
would only be payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completed its initial
Business Combination. As previously indicated, the Company was unable to consummate its initial business combination in the time
period required by the Company's amended and restated certificate of incorporation and, accordingly, distributed the proceeds held
in the Trust Account to public stockholders. As a result, the Deferred Underwriting Discount is no longer owed.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
applicable.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Reference
is made to Pages F-1 through F-16 comprising a portion of this Annual Report on Form 10-K.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 None

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 Under
 the supervision and with the participation of our management, including our principal executive
 officer and principal financial and accounting officer, we conducted an evaluation of the
 effectiveness of our disclosure controls and procedures as of the end of the fiscal year
 ended December 31, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
 Exchange Act. Based on this evaluation, our chief executive officer and chief financial officer
 have concluded that the company did not effectively segregate certain accounting duties nor
 have a proper multi-level review process due to the small size of the accounting staff.

 Disclosure
controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded,
processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons
performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 Management's
Report on Internal Control Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Exchange Act Rule 13a-15(f). The design of any system of controls is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions,
regardless of how remote. All internal control systems, no matter how well designed, have inherent limitations. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate. Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and presentation.

 We
 carried out an evaluation, under the supervision and with the participation of our Chief
 Executive Officer and Chief Financial Officer, of the effectiveness of our internal controls
 over financial reporting as of December 31, 2023. In making this assessment, our
 management used the criteria set forth by the Committee of Sponsoring Organizations of the
 Treadway Commission (COSO) in "Internal Control — Integrated Framework (2013)."
 Based on this assessment, management believes that, as of December 31, 2023, our
 internal control over financial reporting were not effective based on those criteria.

 Changes
in Internal Control over Financial Reporting

 There
 was no change in our internal control over financial reporting that occurred during the year
 ended December 31, 2023, that has materially affected, or is reasonably likely to materially
 affect, our internal control over financial reporting.

 The
Chief Executive Officer and Chief Financial Officer performed additional analyses on internal controls including analyzing changes that
may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes. The Company's
management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement
of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting
technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve
these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex
accounting standards.

 Independent
Registered Accountant's Internal Control Attestation

 The
JOBS Act permits an emerging growth company such as us to take advantage of specified reduced reporting and other requirements that are
otherwise applicable generally to public companies. Among these provisions is an exemption from the auditor attestation requirement under
Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company's internal control over financial
reporting. We have elected to rely on this exemption and are not providing such an attestation from our independent registered public
accounting firm.

 ITEM
9B. OTHER INFORMATION

 None.

 ITEM
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 None.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors
and Executive Officers

 Name

 Age

 Title

 Eric S. Rosenfeld

 Chief Executive Officer

 David D. Sgro

 Chairman of the Board and
 Chief Operating Officer

 Adam H. Jaffe

 Chief Financial Officer

 John P. Schauerman

 Adam J. Semler

 Robert Michael Deluce

 Eric
 S. Rosenfeld, age 66, has served as chief executive officer of Allegro since Allegro's
 inception in August 2017 and served as chairman of the board from Allegro's inception
 until April 2018.

 Mr.
 Rosenfeld currently serves as the Chief SPAC Officer of Legato Merger Corp III. ("Legato
 III"), a blank check company since its inception in November 2023. Mr. Rosenfeld also
 served as the chief SPAC officer of Legato Merger Corp. II. ("Legato II") from
 its inception until it completed its business combination with Southland Holdings in February
 2023. He served as the chief SPAC officer of Legato Merger Corp. ("Legato I")
 from its inception in June 2020 until it completed its business combination with Algoma
 in October 2021 and has served as a member of the board of directors of Algoma since such
 time. From May 2014 until its merger with NextDecade in July 2017, Mr. Rosenfeld
 served as the chairman of the board and chief executive officer of Harmony and served as
 a member of the board of NextDecade from that time until June 2020. Mr. Rosenfeld served
 as Quartet's chairman of the board and chief executive officer from its inception in
 April 2013 until its merger with Pangea in October 2014, and has served as a director
 of Pangaea since such time. Mr. Rosenfeld was chairman of the board and chief executive officer
 of Trio from its inception in June 2011 until its merger with SAE in June 2013
 and served as a director of SAE from that time through July 2016. From April 2006
 until its business combination with Primoris in July 2008, Mr. Rosenfeld served as the
 chairman of the board, chief executive officer and president of Rhapsody and served as a
 director of Primoris from the completion of its business combination until May 2014.
 From its inception in April 2004 until its business combination with Hill International
 in June 2006, he was the chairman of the board, chief executive officer and president
 of Arpeggio and served as a director of Hill International from the time of the business
 combination until June 2010. Mr. Rosenfeld has been the president and chief executive
 officer of Crescendo Partners, L.P. since its formation in November 1998. He has also
 been the senior managing member of Crescendo Advisors II LLC, since its formation in August 2000.
 From November 2018 until February 2023, Mr. Rosenfeld served as chairman emeritus of
 CPI Aerostructures, Inc. a NYSE American-listed company engaged in the contract production
 of structural aircraft parts for fixed wing aircraft and helicopters in both the commercial
 and defense markets. He became a director of CPI in April 2003 and served as chairman
 from January 2005 until November 2018. Mr. Rosenfeld has also served on the board
 of Primo Water Corp.(formerly Cott Corporation), a NYSE-listed beverage company, from June 2008
 until May 2023 Mr. Rosenfeld has served as a board member of Aecon Group Inc., a Toronto
 Stock Exchange listed provider of construction and infrastructure development services, since
 June 2017. Mr. Rosenfeld served as a board member of Canaccord Genuity Group Inc, a
 Toronto Stock Exchange listed investment bank, from August 2020 until March 2021.

 Prior
to forming Crescendo Partners, Mr. Rosenfeld had been managing director at CIBC Oppenheimer and its predecessor company Oppenheimer &
Co., Inc. since 1985. He was also chairman of the board of Spar Aerospace Limited, a company that provides repair and overhaul services
for aircraft and helicopters used by governments and commercial airlines, from May 1999 through November 2001, until its sale
to L-3 Communications. He served as a director of Hip Interactive, a Toronto Stock Exchange-listed company that distributed and developed
electronic entertainment products, from November 2004 until July 2005. Mr. Rosenfeld also served as a director of AD OPT Technologies
Inc., which was a Toronto Stock Exchange-listed company from April 2003 to November 2004, when it was acquired by Kronos Inc.
Mr. Rosenfeld also served as a director and head of the special committee of Pivotal Corporation, a Canadian-based customer relations
management software company that was sold to Chinadotcom in February 2004. He was a director of Sierra Systems Group, Inc., a Toronto
Stock Exchange-listed information technology, management consulting and systems integration firm based in Canada from October 2003
until its sale in January 2007. From October 2005 through March 2006, Mr. Rosenfeld was a director of Geac Computer Corporation
Limited, a Toronto Stock Exchange and NASDAQ-listed software company, which was acquired by Golden Gate Capital. He was also a director
of Emergis Inc., a Toronto Stock Exchange-listed company that enables the electronic processing of transactions in the finance and healthcare
industries, from July 2004 until its sale to Telus Corporation in January 2008. Mr. Rosenfeld also served on the board of Matrikon
Inc. a Toronto Stock Exchange-listed provider of solutions for industrial intelligence, from July 2007 until its sale to Honeywell
International, Inc. in June 2010. He was also a member of the board of Dalsa Corporation, a Toronto Stock Exchange-listed company
that designs and manufactures digital imaging products, from February 2008 until its sale to Teledyne in February 2011. From
October 2005 until its final liquidation in December 2012, he was the chairman of the board of Computer Horizons Corp., quoted
on the OTCBB, that, before the sale of the last of its operating businesses in February 2007 (at which time it was NASDAQ-listed),
provided information technology professional services with a concentration in sourcing and managed services. From December 2012
until December 2019, Mr. Rosenfeld served as a board member of Absolute Software Corporation, a Toronto Stock Exchange listed provider
of security and management for computers and ultra-portable devices.

 Mr.
Rosenfeld is a regular guest lecturer at Columbia Business School and Tulane Law School and has served on numerous panels at Queen's
University Business Law School Symposia, McGill Law School, the World Presidents' Organization and the Value Investing Congress.
He is a senior faculty member at the Director's College. He has also been a guest host on CNBC.

 Allegro
believes Mr. Rosenfeld is well-qualified to serve as a member of the board of Allegro after consummation of the Transactions due to his
extensive public company experience and investment expertise.

 David
 D. Sgro, CFA, age 47, has served as a chairman of Allegro's board of directors
 since April 2018, Chief Operating Officer since Allegro's inception in August 2017,
 as well as Chief Financial Officer from November 2017 to April 2018. Mr. Sgro currently serves
 as a member of the board of directors of Legato Merger Corp III. ("Legato III"),
 a blank check company since November 2023. Mr. Sgro has also served as a member of the board
 of directors of Legato II from its inception, and as non-executive vice chairman of the board
 from November 2021, until it completed its business combination with Southland Holdings in
 February 2023, and as its Chief Executive Officer from its inception to November 2021. He
 served as the Chief Executive Officer and a member of the board of directors of Legato I
 from its inception in June 2020 until it completed its business combination with Algoma in
 October 2021 and Mr. Sgro has served as a member of the board of directors of Algoma since
 such time. Mr. Sgro served as Harmony Merger Corp.'s Chief Operating Officer and Secretary
 since its inception in May 2014 until its merger with NextDecade in July 2017 and as a director
 from May 2014 to August 2016 and then again from its merger with NextDecade until June 2018.
 Mr. Sgro served as Quartet Merger Corp.'s Chief Financial Officer, Secretary and a
 member of its board of directors from April 2013 until its merger with Pangaea in October
 2014 and has served as a director of Pangaea since such time. Mr. Sgro served as Trio Merger
 Corp.'s Chief Financial Officer, Secretary, and a member of its board of directors
 from its inception in June 2011, until its merger with SAE in June 2013 and served as a director
 of SAE from that time through July 2016. From April 2006 to July 2008, Mr. Sgro served as
 the Chief Financial Officer of Rhapsody Acquisition Corp. and from July 2008 to May 2011,
 Mr. Sgro served as a director of Primoris. Mr. Sgro held numerous positions with Crescendo
 Partners from December 2005 through December 2021. Mr. Sgro has served as the director of
 research for Jamarant Capital, L.P., a private investment partnership, since January 2016.
 Mr. Sgro also served as Chairman of the Board of Hill International Inc., construction project
 management firm, until its sale to GISI in December 2022. Mr. Sgro served on the boards of
 BSM Technologies, Inc., a TSX listed GPS enabled fleet management service provider from July
 2016 until its sale to Geotab in June 2019; Bridgewater Systems, Inc., a TSX listed telecommunications
 software company, from June 2008 until its sale to Amdocs in August 2011; Imvescor Restaurant
 Group, a TSX listed restaurant franchisor, from March 2016 until its sale to MYR Group in
 February 2018; and COM DEV International Ltd., a global designer and manufacturer of space
 hardware from April 2013 to February 2016. From June 1998 to May 2003, he worked as an analyst
 and then senior analyst at Management Planning, Inc., a firm engaged in the valuation of
 privately held companies. Simultaneously, Mr. Sgro worked as an associate with MPI Securities,
 Management Planning, Inc.'s boutique investment banking affiliate.

 Mr.
Sgro earned a BS in Finance from The College of New Jersey in 1998 and an MBA from Columbia Business School in 2005. Mr. Sgro is a regular
guest lecturer at Columbia Business School and is an adjunct professor at The College of New Jersey.

 Adam
 H. Jaffe, age 33, has served as Allegro's Chief Financial Officer since April
 2018. Mr. Jaffe currently serves as the Chief Financial Officer of Legato Merger Corp III.
 ("Legato III"), a blank check company since its inception in November 2023. Mr.
 Jaffe served as chief financial officer and secretary of Legato II from its inception until
 it completed its business combination with Southland Holdings in February 2023. Mr. Jaffe
 joined Crescendo Partners, LP in February 2018 as the fund's controller and Chief
 Compliance Officer, and currently serves as Chief Financial Officer. Mr. Jaffe has also served
 as the Chief Financial Officer and Chief Compliance Officer for Jamarant Capital, L.P., an
 investment firm founded in 2015, since 2018. He served as the chief financial officer and
 secretary of Legato I from its formation in June 2020 until its merger with Algoma in
 October 2021. Mr. Jaffe also served on the board of The Green Organic Dutchman, a CSE-listed
 Canadian Cannabis company from June 2021 until November 2022. Prior to joining Crescendo
 Partners LP, Mr. Jaffe was the Senior Fund Accountant for the real estate private equity
 fund, GTIS Partners LP, from September 2016 to February 2018. While at GTIS Partners, Mr.
 Jaffe focused on the development of residential homes, land development, and single-family
 homes for rental properties across the United State and Brazil. From September 2014 to September
 2016, Mr. Jaffe worked at EisnerAmper LLP. Mr. Jaffe is a New York State Certified Public
 Accountant (CPA).

 John
P. Schauerman, age 66, has served as a member of Allegro's board of directors since April 2018. Mr. Schauerman served
as a member of Harmony Merger Corp.'s board of directors from July 2014 until its merger with NextDecade LLC. Mr. Schauerman served
as a director of Quartet Merger Corp. from its inception in April 2013 until its merger with Pangea Logistics Solutions Ltd. in October
2014. Mr Schauerman has served on the Board of Primoris Services Corporation (NASDAQ: PRIM) since November 2016. Mr. Schauerman has served
on the Board of Ascent Industries (NASDAQ: ACNT) since June 2020. He previously served as executive vice president, corporate development
of Primoris from February 2009 to May 2013, and served as a Director of Primoris from July 2008 to May 2013. He served as the chief financial
officer of Primoris from February 2008 to February 2009. He also served as a director of Primoris and its predecessor entity from 1993
to July 2008. He joined Primoris' wholly-owned subsidiary, ARB, Inc., in 1993, as senior vice president. Prior to joining ARB,
Inc., he was senior vice president of Wedbush Morgan Securities. Mr. Schauerman served on the Boards of Directors of MYR Group (Nasdaq:
MYRG), a leading electrical infrastructure firm, from March 2016 through November 2016, and has served on the Board of Wedbush Securities
from August 2014 through February 2018. Mr. Schauerman received a B.S. in Electrical Engineering from UCLA and an M.B.A. from Columbia
Business School.

 We
 believe Mr. Schauerman is well-qualified to serve as a member of our board due to his public
 company experience, operational experience and contacts and his prior experience with Quartet
 Merger Corp. and Harmony Merger Corp.

 Adam
 J. Semler, age 58, has served as a director of Allegro since April 2018. Mr. Semler
 served as a director of Legato II from November 2021 until it completed its merger with Southland
 Holdings in February 2023. Mr. Semler has served as a director of Legato I from January 2021
 until it completed its merger with Algoma in October 2021. Mr. Semler served as a member
 of Harmony Merger Corp.'s board of directors from July 2014 until its merger with NextDecade
 LLC. Mr. Semler joined York Capital Management, LLC, an investment management fund, in 1995
 and held several positions with the firm, most recently holding the position of chief operating
 officer and member of its managing partner until he retired in December 2011. While at York
 Capital Management, he was responsible for all financial operations of the firm. During this
 time, he also served as chief financial officer and secretary of York Enhanced Strategies
 Fund, LLC, a closed ended mutual fund. Previously, he was at Granite Capital International
 Group, an investment management firm, where Mr. Semler was responsible for the accounting
 and operations function for its equity products. He also previously worked as a senior accountant
 at Goldstein, Golub, Kessler & Co., where Mr. Semler specialized in the financial services
 industry, as well as a senior accountant at Berenson, Berenson, Adler. Mr. Semler has also
 served on the Board of Hebrew Public, a not for profit charter school network, since May
 2015. Mr. Semler is a C.P.A. and received a B.B.A. from Emory University.

 We
believe Mr. Semler is well-qualified to serve as a member of our board due to his financial and accounting expertise as well as his experience
with Harmony.

 Robert
 Michael Deluce, age 45, has served as a member of Allegro's board of directors
 since April 2018. Mr. Deluce has a long history in aviation, both professionally and personally.
 In 2002, Mr. Deluce co-founded Porter Airlines, Inc., a regional airline headquartered at
 Billy Bishop Toronto City Airport on the Toronto Islands in Toronto, Ontario, Canada, and
 was instrumental in the strategic development of its business plan. Mr. Deluce remains central
 to the business and presently serves as its President & CEO. He holds an MBA from
 University of Western Ontario's Ivey School of Business.

 We
believe Mr. Deluce is well-qualified to serve as a member of our board due to his operational experience and contacts.

 Number
and Terms of Office of Officers and Directors

 Our
board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for
those directors appointed prior to our first annual meeting of stockholders) serving a three-year term.

 The
term of office of the first class of directors, consisting of John Schauerman, will expire at our first annual meeting of stockholders.
The term of office of the second class of directors, consisting of Robert Michael Deluce and Adam Semler, will expire at the second annual
meeting of stockholders. The term of office of the third class of directors, consisting of David D. Sgro, will expire at the third annual
meeting of stockholders.

 Our
executive officers are elected by the board of directors and serve at the discretion of the board of directors, rather than for specific
terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.
Our bylaws provide that our executive officers may consist of a Chief Executive Officer, President, Chief Financial Officer, Vice Presidents,
Secretary, Assistant Secretaries, Treasurer, Controller and such other offices as may be determined by the board of directors.

Independence

 We
follow the rules of Nasdaq in determining if a director is independent. Nasdaq rules require that a majority of the board of directors
of a company listed on Nasdaq must be composed of "independent directors." An "independent director" is defined
generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship,
which, in the opinion of the company's board of directors, would interfere with the director's exercise of independent judgment
in carrying out the responsibilities of a director. We have determined that Messrs. Semler, Schauerman and Deluce are independent directors
under the Nasdaq rules and Rule 10A-3 of the Exchange Act.

 Leadership
Structure

 The
Company's board of directors has determined to keep separate the positions of board chairman and chief executive officer at this
time. This permits our chief executive officer to concentrate his efforts primarily on managing the Company's business operations
and development, while our chairman can focus on, among other things, communications and relations between our board of directors and
senior management, consideration by our board of directors of the Company's strategies and policies and our chief executive officer
evaluation processes.

 Risk
Oversight

 Our
board of directors' primary function is one of oversight. Our board of directors as a whole has responsibility for risk oversight
and reviews management's risk assessment and risk management policies and procedures. Our audit committee discusses with our management
major financial risk exposures and reports its findings to our board of directors in connection with our board of directors' risk
oversight review. Our compensation committee is responsible for creating incentives that encourage behavior consistent with our business
strategy, without encouraging undue risk-taking.

 We
believe our leadership structure is appropriate for the Company because it ensures accountability for oversight of particular kinds of
risks reasonably expected to be faced by the Company is based on the expertise and qualifications of the person(s), in such position(s)
and/or on such committee(s), as are primarily responsible for oversight and management of such particular risks. We also, as described
elsewhere herein, make efforts to attract and retain the highest quality and most diverse directors. By ensuring that particularly qualified
persons are in the position(s) to oversee, mitigate and otherwise manage each particular kind of risk reasonably expected to be faced
by the Company, our leadership structure is appropriate to manage risk oversight by the Company.

 Committees
of the Board of Directors

 We
have three standing committees: an audit committee, a nominating committee, and a compensation committee. Each such committee is composed
of solely independent directors.

 Audit
Committee

 Allegro's
audit committee of the board of directors currently consists of Adam Semler, John Schauerman and Robert Michael Deluce, each of whom
is an independent director under the Nasdaq's listing standards. The audit committee's duties, which are specified in our
Audit Committee Charter, include, but are not limited to:

 reviewing and discussing
 with management and the independent registered public accounting firm the annual audited financial statements, and recommend to the
 board whether the audited financial statements should be included in our Form 10-K;

 discussing with management
 and the independent registered public accounting firm significant financial reporting issues and judgments made in connection with
 the preparation of our financial statements;

 discussing with management
 major risk assessment and risk management policies;

 monitoring the independence
 of the independent registered public accounting firm;

 verifying the rotation
 of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing
 the audit as required by law;

 reviewing and approving
 all related-party transactions;

 inquiring and discussing
 with management our compliance with applicable laws and regulations;

 pre-approving all audit
 services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees
 and terms of the services to be performed;

 appointing or replacing
 the independent registered public accounting firm;

 determining the compensation
 and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management
 and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit
 report or related work;

 establishing procedures
 for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports
 which raise material issues regarding our financial statements or accounting policies; and

 approving reimbursement
 of expenses incurred by our management team in identifying potential target businesses.

 During
 the fiscal years ended December 31, 2023 and 2022, Allegro's audit committee held four
 meetings, respectively in each year. John Schauerman, Adam Semler, and Michael Deluce of
 the audit committee attended all four meetings of the audit committee in 2023. John Schauerman
 and Adam Semler of the audit committee attended all four meetings of the audit committee
 in 2022, while Michael Deluce attended three of the four meetings of the audit committee
 in 2022.

 Financial
Expert on Audit Committee

 The
audit committee will at all times be composed exclusively of "independent directors" who are "financially literate"
as defined under Nasdaq listing standards. Nasdaq listing standards define "financially literate" as being able to read and
understand fundamental financial statements, including a company's balance sheet, income statement and cash flow statement.

 In
addition, the board of directors has determined that Adam J. Semler qualifies as an "audit committee financial expert," as
defined under rules and regulations of the SEC.

 Nominating
Committee

 Allegro's
nominating committee of the board of directors currently consists of John P. Schauerman and Adam J. Semler, each of whom is an independent
director under Nasdaq's listing standards. The nominating committee is responsible for overseeing the selection of persons to be
nominated to serve on Allegro's board of directors. The nominating committee considers persons identified by its members, management,
stockholders, investment bankers and others.

 Guidelines
for Selecting Director Nominees

 The
guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that the persons to be
nominated:

 should have demonstrated
 notable or significant achievements in business, education, or public service;

 should possess the requisite
 intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills,
 diverse perspectives and backgrounds to its deliberations; and

 should have the highest
 ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.

 The
Nominating Committee will consider a number of qualifications relating to management and leadership experience, background and integrity
and professionalism in evaluating a person's candidacy for membership on the board of directors. The nominating committee may require
certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and
will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating
committee does not distinguish among nominees recommended by stockholders and other persons.

 During
 the fiscal years ended December 31, 2023 and 2022, Allegro's nominating committee did
 not hold any meetings.

 Compensation
Committee

 Allegro's
compensation committee of the board of directors currently consists of Robert Michael Deluce, whom is an independent director under Nasdaq's
listing standards. The compensation committee's duties, which are specified in our Compensation Committee Charter, include, but
are not limited to:

 reviewing and approving
 on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer's compensation, evaluating our
 Chief Executive Officer's performance in light of such goals and objectives and determining and approving the remuneration
 (if any) of our Chief Executive Officer's based on such evaluation;

 reviewing and approving
 the compensation of all of our other executive officers;

 reviewing our executive
 compensation policies and plans;

 implementing and administering
 our incentive compensation equity-based remuneration plans;

 assisting management in
 complying with our proxy statement and annual report disclosure requirements;

 approving all special perquisites,
 special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

 if required, producing
 a report on executive compensation to be included in our annual proxy statement; and

 reviewing, evaluating,
 and recommending changes, if appropriate, to the remuneration for directors.

 The
charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,
legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such
adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the
compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

 Notwithstanding the foregoing, as indicated below,
other than the $12,500 per month administrative fee previously paid to Crescendo, which payments the Company and Crescendo agreed to suspend
on March 31, 2020, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing
stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate,
the consummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial business combination,
the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into
in connection with such initial business combination.

 During the fiscal years ended December 31, 2023 and 2022, Allegro's
compensation committee did not hold any meetings.

 Code of Ethics

 On July 2, 2018, our board of directors adopted
a code of ethics that applies to our executive officers, directors and employees. The code of ethics codifies the business and ethical
principles that governs aspects of our business. We will provide, without charge, upon request, copies of our code of ethics. Requests
for copies of our code of ethics should be sent in writing to Allegro Merger Corp., 777 Third Avenue, 37th Floor, New York, NY 10017.

 ITEM 11. EXECUTIVE COMPENSATION

 None of our executive officers or directors has
received any compensation (cash or non-cash) for services rendered to us. No compensation of any kind, including finder's and consulting
fees, will be paid to our initial stockholders, executive officers and directors, or any of their respective affiliates, for services
rendered prior to or in connection with the consummation of an initial business combination other than (i) repayment of loans made to
us prior to our initial public offering by our officers and directors to cover offering-relating and organization expenses and (ii) and
payment to Crescendo, an entity controlled by Mr. Rosenfeld, of a fee of $12,500 per month from our inception through March 2020 for providing
us with office space and certain office and administrative services. The Company and Crescendo agreed to suspend payment on this agreement
on March 31, 2020. Individuals will also be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf
such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will
approve all such reimbursements.

 After the consummation of our initial business
combination, directors or members of our management team who remain in one of those capacities may be paid director, consulting, management,
or other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the
tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination.
It is unlikely the amount of such compensation will be known at the time, as it will be up to the directors of the post-combination business
to determine executive and director compensation.

 Any compensation to be paid to our officers will
be determined, or recommended to the board of directors for determination, either by a compensation committee consisting solely of independent
directors or by a majority of the independent directors on our board of directors.

 We do not intend to take any action to ensure
that members of our management team maintain their positions with us after the consummation of our initial business combination, although
it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain
with us after the initial business combination. The existence or terms of any such employment or consulting arrangements may influence
our management's motivation in identifying or selecting a target business although we do not believe that the ability of our management
to remain with us after the consummation of an initial business combination will be a determining factor in our decision to proceed with
any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits
upon termination of employment.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The following table sets forth information regarding the beneficial
ownership of our shares of common stock as of December 31, 2023, by:

 each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

 each of our officers and directors; and

 all our officers and directors as a group.

 Unless otherwise indicated, we believe that all persons named in the
table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The percentage of beneficial
ownership on the record date is calculated based on 4,110,000 outstanding shares of common stock as of December 31, 2023 but does not
reflect beneficial ownership of any shares of common stock issuable upon exercise of rights or warrants as such securities are not exercisable
or convertible within 60 days.

 Name and Address of Beneficial Owner (1)

 Amount

and
 Nature of
 Beneficial
 Ownership

 %

 Directors and Officers Prior to the Transactions:

 Eric S. Rosenfeld

 48,630

 *

 David D. Sgro (2)

 2,859,263

 69.57
 %

 Adam Jaffe

 10,045

 *

 John P. Schauerman

 30,000

 *

 Adam J. Semler (3)

 30,000

 *

 Robert Michael Deluce

 45,000

 All directors and officers prior to the business combination as a group (6 persons)

 3,022,938

 73.55
 %

 Five Percent Holders:

 Eric Rosenfeld 2017 Trust No. 1

 1,553,687

 37.8
 %

 Eric Rosenfeld 2017 Trust No. 2

 684,563

 16.6
 %

 Gregory Monahan

 332,062

 8.08
 %

 Leonard Schlemm

 300,000

 7.30
 %

 *
 Less
than one percent.

 (1)
 Unless
otherwise indicated, the business address of each of the individuals is c/o Allegro Merger Corp., 777 Third Avenue, 37th Floor, New York,
New York 10017.

 (2)
 Represents
621,013 shares of common stock which are held individually by Mr. Sgro, 1,553,687 shares of common stock held by the Eric Rosenfeld 2017
Trust No. 1, and 684,563 shares of common stock held by Eric Rosenfeld 2017 Trust No. 2, both trusts established for Mr. Rosenfeld's
children. Mr. Sgro is the trustee of these trusts and has sole voting and dispositive power over the shares.

 (3)
 Represents
shares held by Triple J Holdings II, LLC, an entity managed by Mr. Semler. Mr. Semler has voting and dispositive control over such shares.

 The private shares and private placement units,
and securities contained therein, are each subject to transfer restrictions set forth in letter agreements among us, the initial stockholders,
and purchasers of private placement units. These transfer restrictions provide that such securities are not transferable or salable (A)
in the case of the private shares, until the earlier of (1) one year after the completion of our initial business combination or (2) subsequent
to our business combination, the last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after our initial business combination, and (B) in the case of the private placement units, including the component
securities therein, until 30 days after the consummation of our initial business combination; provided, however, that the transfer restrictions
will lapse earlier if following the completion of our initial business combination we complete a liquidation, merger, stock exchange or
other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash,
securities or other property. During the lockup period, the only permitted transfers are (i) amongst our officers, directors and employees
or those of Cantor and Chardan, (ii) to relatives and trusts for estate planning purposes, (iii) by virtue of the laws of descent and
distribution upon death in the case of individuals or pursuant to applicable law or organizational documents upon dissolution in the case
of entities, (iv) pursuant to a qualified domestic relations order, (v) by certain pledges to secure obligations incurred in connection
with purchases of our securities, (vi) by private sales made at or prior to the consummation of a business combination at prices no greater
than the price at which the shares were originally purchased or (vii) to us for no value for cancellation in connection with the consummation
of our initial business combination, in each case (except for clause (vii) or with our prior consent) where the transferee agrees to the
terms of the transfer restrictions and the letter agreement being signed by the transferor. Notwithstanding the foregoing, the letter
agreements provide that, in connection with an initial business combination, the initial stockholders may transfer, assign or sell their
private shares with our consent, including for a profit, to any person or entity that agrees in writing to be bound by the transfer restrictions
set forth in the prior sentence, and any such transferee shall be a permitted transferee under the letter agreements.

 Equity Compensation Plans

 As of December 31, 2023, we had no compensation plans (including individual
compensation arrangements) under which equity securities were authorized for issuance.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Private Shares

 In connection with Allegro's organization
in August 2017, Allegro issued to Eric Rosenfeld, the Chief Executive Officer, an aggregate of 4,312,500 shares of common stock in exchange
for a capital contribution of $25,000, or approximately $0.01 per share. The foregoing issuance was made pursuant to the exemption from
registration contained in Section 4(a)(2) of the Securities Act. Mr. Rosenfeld then transferred all of the shares to two trusts for the
benefit of his immediate family members, and subsequently, a portion of such shares was transferred to the other initial stockholders
in exchange for $0.01 per share. In April 2018, the initial stockholders contributed to capital an aggregate of 575,000 shares for no
additional consideration, leaving them with an aggregate of 3,737,500 shares of common stock.

 The private shares are identical to the shares
of common stock included in the units sold in the initial public offering. However, the initial stockholders have agreed (A) not to transfer,
assign or sell any of their private until the earlier to occur of: (i) one year after the completion of Allegro's initial business
combination or (ii) the date on which Allegro completes a liquidation, merger, stock exchange or other similar transaction after the initial
business combination that results in all stockholders having the right to exchange their shares of common stock for cash, securities or
other property, or (iii) if the last sale price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after Allegro's initial business combination, and (B) each holder of private shares has agreed to waive his, her
or its redemption rights with respect to the private shares, (i) in connection with the consummation of a business combination, (ii) in
connection with a stockholder vote to amend Allegro's charter to modify the substance or timing of Allegro's obligation to
redeem 100% of the public shares if Allegro does not complete an initial business combination by the required deadline, (iii) if Allegro
fails to consummate an initial business combination by the required deadline, and (iv) upon Allegro's liquidation. Additionally,
the initial stockholders have agreed to vote their private shares in favor of the initial business combination.

 Promissory Notes

 The Company issued five unsecured promissory notes totaling $40,250
to Eric S. Rosenfeld, the Company's Chief Executive Officer, in January, April, May, August, and October 2023. The notes are non-interest
bearing, and payable on the earlier of (i) demand by Payee, (ii) the date on which Maker consummates a merger or acquisition or (iii)
the date on which Maker elects to dissolve.

 The Company issued five unsecured promissory notes totaling $40,350
to Eric S. Rosenfeld, the Company's Chief Executive Officer, in January, April, May, August, and November 2022. The notes are non-interest
bearing, and payable on the earlier of (i) demand by Payee, (ii) the date on which Maker consummates a merger or acquisition or (iii)
the date on which Maker elects to dissolve and is outstanding as of December 31, 2023.

 The Company issued five unsecured promissory notes
totaling $40,350 to Eric S. Rosenfeld, the Company's Chief Executive Officer, in January, April, May, August, and November 2022.
The notes are non-interest bearing, and payable on the earlier of (i) demand by Payee, (ii) the date on which Maker consummates a merger
or acquisition or (iii) the date on which Maker elects to dissolve.

 Notes Payable- Relates Parties

 The Contributors, who are individuals and entities
that participated in the private placement of units that occurred simultaneously with the Company's initial public offering, contributed
to the Company an aggregate amount of $781,700, representing contributions covering a prorated amount of $0.02 per unconverted public
share for the partial month of January 2020 and $0.025 per unconverted public share for each of February 2020 and March 2020. The Contributions
will not bear any interest and will be repayable by the Company to the Contributors upon consummation of an initial business combination.
The Contributions will be forgiven if the Company is unable to consummate an initial business combination except to the extent of any
funds held outside of the Company's trust account.

 The Company deposited $223,342, the first contribution
on January 6, 2020, into the trust account established in connection with the Company's initial public offering. The Company deposited
the second Contribution of $279,178 on January 31, 2020, and deposited the third Contribution of $279,180 on March 2, 2020, in each case,
to the same trust account; provided that any such additional Contribution was only to be made if the previously announced merger agreement
with TGI Fridays is still then in effect, or, if such agreement is earlier terminated, the Board of Directors of the Company by majority
vote determines to require such additional Contribution.

 On March 31, 2020, the Company and Holdings mutually
determined, due to extraordinary market conditions and the failure to meet necessary closing conditions, to terminate the Merger Agreement.

 An aggregate of approximately $781,700 principal amount of loans associated
with the extension were outstanding as of December 31, 2023. The loans made by the Contributors will not be repaid and will be forgiven
if we are unable to consummate a business combination and determine to liquidate and dissolve.

 Private Placement Units

 Simultaneous with the consummation of the Initial
Public Offering, we consummated the private placement of an aggregate of 372,500 Private Units to our initial stockholders at a price
of $10.00 per Private Unit, generating total proceeds of $3,725,000. This issuance was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act.

 Allegro's initial stockholders, Cantor,
and Chardan have the right to require Allegro to register the private placement units for resale, as described below under "— Registration
Rights ". Allegro will bear the costs and expenses of filing any such registration statements.

 The private placement rights are identical to
the rights that were sold as part of the units in Allegro's initial public offering. The private placement warrants are non-redeemable
so long as they are held by the initial stockholders or their permitted transferees. The private placement warrants may also be exercised
by the initial stockholders or their permitted transferees, for cash or on a cashless basis. Other than as stated above, the private placement
warrants have terms and provisions that are identical to those of the warrants sold as part of the units in Allegro's initial public
offering. The private placement units are not transferrable until 30 days after the consummation of Allegro's initial business combination;
provided, however, that the transfer restrictions will lapse earlier if following the completion of Allegro's initial business combination
Allegro completes a liquidation, merger, stock exchange or other similar transaction that results in all of Allegro's stockholders
having the right to exchange their shares of common stock for cash, securities or other property.

 Working Capital Loans

 In order to finance transaction costs in connection
with an intended initial business combination and working capital expenses, Allegro's initial stockholders, officers, directors
or their affiliates may, but are not obligated to, loan to Allegro funds as may be required. In the event that the initial business combination
does not close, Allegro may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds
from the trust account would be used for such repayment. Such loans would be evidenced by promissory notes. The notes would either be
paid upon consummation of Allegro's initial business combination, without interest, or, at the lender's discretion, up to
$1,000,000 of the notes may be converted upon consummation of Allegro's business combination into additional private placement units
at a price of $10.00 per unit.

 Registration Rights

 The holders of the Founder Shares, Private Shares,
Private Warrants, Private Rights, and any shares, warrants and rights that may be issued upon conversion of working capital loans (and
any shares issued upon the exercise of such warrants or conversion of such rights) will be entitled to registration rights pursuant to
a registration rights agreement executed prior to the Initial Public Offering. The holders of the majority of these securities are entitled
to make up to three demands, excluding short form demands, that the Company register such securities, except that Cantor, Chardan, and/or
their designees may only make a demand registration (i) on one occasion and (ii) during the five year period beginning on July 2, 2018,
the effective date of Allegro's registration statement in connection with Allegro's initial public offering. In addition,
the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to our
consummation of an initial Business Combination. Cantor, Chardan, and/or their designees may participate in a "piggy-back"
registration only during the seven-year period beginning on July 2, 2018. Allegro will bear the costs and expenses of filing any such
registration statements. The Company will bear the costs and expenses of filing any such registration statements.

 Related Party Policy

 Our Code of Ethics, which we adopted upon consummation
of our initial public offering, requires us to avoid, wherever possible, all related party transactions that could result in actual or
potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee). Related-party transactions
are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year,
(2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director,
(b) greater than 5% beneficial owner of our shares of common stock, or (c) immediate family member, of the persons referred to in clauses
(a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than
10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that
may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member
of his or her family, receives improper personal benefits as a result of his or her position.

 We also require each of our directors and executive
officers to annually complete a directors' and officers' questionnaire that elicits information about related party transactions.

 Our audit committee, pursuant to its written charter,
is responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. All ongoing and future
transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no
less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee
and a majority of our uninterested "independent" directors, or the members of our board who do not have an interest in the
transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any
such transaction unless our audit committee and a majority of our disinterested "independent" directors determine that the
terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from
unaffiliated third parties. Additionally, we require each of our directors and executive officers to complete a directors' and officers'
questionnaire that elicits information about related party transactions.

 These procedures are intended to determine whether
any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director,
employee, or officer.

 To further minimize potential conflicts of interest,
we have agreed not to consummate a business combination with an entity which is affiliated with any of our initial stockholders unless
we obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions on
the type of target business we are seeking to acquire, or an independent accounting firm, and that is reasonably acceptable to Cantor,
that the business combination is fair to our unaffiliated stockholders from a financial point of view. Furthermore, in no event will any
of our existing officers, directors, special advisors or initial stockholders, or any entity with which they are affiliated, be paid any
finder's fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation
of a business combination.

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 During the fiscal year ended December 31, 2023 and 2022, the firm of
BF Borgers CPA, PC acted as our independent registered public accounting firm. The following is a summary of fees paid to BF Borgers CPA,
PC, MaloneBailey, LLP and WithumSmith+Brown, PC and for services rendered.

 Audit Fees

 During the fiscal years ended December 31, 2023 and 2022, audit fees
paid to BF Borgers CPA, PC were $2,200 and $0, respectively. During the fiscal years ended December 31, 2023 and 2022, audit fees paid
to MaloneBailey, LLP were $25,750 and $30,000, respectively.

 Audit-Related Fees

 During the fiscal years ended December 31, 2023 and 2022, we did not
pay any audit-related fees.

 Tax Fees

 During the fiscal years ended December 31, 2023
and 2022, fees for tax services paid to WithumSmith+Brown, PC were $5,706, and $3,500 respectively.

 All Other Fees

 During the fiscal years ended December 31, 2023 and 2022, we did not
pay BF Borgers or MaloneBailey, LLP any other fees.

 Audit Committee Approval

 All of the services discussed above were pre-approved
by our audit committee.

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 (a) The following Exhibits
are filed as part of this annual report.

 Exhibit No.

 Description

 3.1

 Certificate of Incorporation
 (incorporated by reference to the Company's Registration Statement on Form S-1 (No. 333-225270) filed on May 29, 2018).

 3.2

 Amended and Restated Certificate
 of Incorporation (incorporated by reference to the Company's Registration Statement on Form S-1 (No. 333-225270) filed on June
 21, 2018).

 3.3

 Bylaws (incorporated by
 reference to the Company's Registration Statement on Form S-1 (No. 333-225270) filed on May 29, 2018).

 4.2

 Specimen Common Stock Certificate
 (incorporated by reference to the Company's Registration Statement on Form S-1 (No. 333-225270) filed on June 21, 2018).

 4.3

 Specimen Warrant Certificate
 (incorporated by reference to the Company's Registration Statement on Form S-1 (No. 333-225270) filed on June 21, 2018).

 4.4

 Warrant Agreement between
 Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to the Company's Current Report
 on Form 8-K filed with the SEC on July 3, 2018).

 4.5

 Specimen Right Certificate
 (incorporated by reference to the Company's Registration Statement on Form S-1 (No. 333-225270) filed on June 21, 2018).

 4.6

 Rights Agreement between
 Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to the Company's Current Report
 on Form 8-K filed with the SEC on July 3, 2018).

 4.7

 Description of Securities
 (incorporated by reference to the Company's Annual Report on Form 10-K filed on March 24, 2022)

 10.1

 Form of Letter Agreement
 among the Registrant, Cantor Fitzgerald & Co. and the Company's officers, directors and stockholders (incorporated by reference
 to the Company's Registration Statement on Form S-1 (No. 333-225270) filed on June 21, 2018).

 10.3

 Registration Rights Agreement
 among the Registrant and the Initial Stockholders (incorporated by reference to the Company's Current Report on Form 8-K filed
 with the SEC on July 3, 2018).

 10.4

 Form of Subscription Agreement
 among the Registrant and the Initial Stockholders (incorporated by reference to the Company's Registration Statement on Form
 S-1 (No. 333-225270) filed on June 21, 2018).

 10.5

 Form of Subscription Agreement
 among the Registrant, Cantor Fitzgerald & Co., and Chardan Capital Markets (incorporated by reference to the Company's
 Registration Statement on Form S-1 (No. 333-225270) filed on June 21, 2018).

 10.6

 Form of Administrative
 Services Agreement between Crescendo Advisors II, LLC and the Registrant (incorporated by reference to the Company's Registration
 Statement on Form S-1 (No. 333-225270) filed on June 21, 2018).

 10.7

 Form of Letter Agreement
 between the Registrant and each of the Registrant's officers and directors (incorporated by reference to the Company's
 Registration Statement on Form S-1 (No. 333-225270) filed on June 21, 2018).

 Code of Ethics (incorporated
 by reference to the Company's Registration Statement on Form S-1 (No. 333-225270) filed on June 21, 2018).

 List of Subsidiaries (incorporated
 by reference to the Company's Annual Report on Form 10-K filed on March 24, 2022).

 31.1

 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 31.2

 Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 101.INS

 101.SCH

 101.CAL

 Document.

 101.DEF

 Document.

 101.LAB

 101.PRE

 Document.

 Cover Page Interactive Data File (formatted as Inline

 ITEM 16. FORM 10-K SUMMARY.

 None.

 ALLEGRO MERGER CORP.

 FORM 10-K FOR THE YEAR ENDED December 31,
2023 and 2022

 Page

 Report of Independent Registered Public Accounting Firm PCAOB Firm ID 206 and 5041

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the years ended December 31, 2023 and 2022

 Consolidated Statements of Changes in Stockholders' Deficit for the years ended December
31, 2023 and 2022

 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

 F- 1

 REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 To the Shareholders and Board of Directors of

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheet of Allegro Merger Corp and its subsidiary (collectively, the "Company") as of December 31, 2022, and
the related consolidated statements of operations, stockholders' deficit, and cash flows for the year then ended, and the related
notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in
all material respects, the financial position of the Company as of December 31, 2022, and the results of their operations and
their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern Matter

 The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the
Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do
not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 /s/ MaloneBailey, LLP

 www.malonebailey.com

 We have served as the Company's auditor
since 2020.

 Houston, Texas

 March 26, 2023

 F- 2

 Report of Independent Registered Public Accounting
Firm

 To the shareholders and the board of directors
of Allegro Merger Corp.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheet of Allegro Merger Corp. (the "Company") as of December 31, 2023, the related statement of operations, stockholders'
equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally
accepted in the United States.

 Substantial Doubt about the Company's
Ability to Continue as a Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company's
significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 /s/ BF Borgers CPA PC

 BF Borgers CPA PC (PCAOB ID 5041)

 We have served as the Company's auditor since 2023

 Lakewood, CO

 F- 3

Consolidated Balance Sheets

 2023

 2022

 ASSETS

 Current assets:

 Cash

 $

 $

 Prepaid expenses and other current assets

 -

 -

 Total current assets

 Total assets

 $

 $

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities:

 Accounts payable and accrued expenses

 $
 -

 $
 1,651

 Notes payable-related party

 965,200

 924,950

 Total current liabilities

 965,200

 926,601

 Warrant liability

 Total liabilities

 965,240

 926,641

 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 December 31, 2022 and December 31, 2021

 Additional paid-in capital

)

)

 Retained earnings

 15,985,799

 16,024,472

 Total stockholders' deficit

 ( 965,208
)

 ( 926,535
)

 Total liabilities and stockholders' deficit

 $

 $

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 4

Consolidated Statements of Operations

 For the years ended

 2023

 2022

 General and administrative costs

 $
 38,673

 $
 48,925

 Loss from operations

 38,673

 48,925

 Net income (loss)

 $
 ( 38,673
)

 $
 ( 48,925
)

 Weighted average shares outstanding of common stock, basic and diluted

 Basic and diluted net loss per share

 $
 ( 0.01
)

 $
 ( 0.01
)

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 5

Consolidated Statements of Changes in Stockholders' Deficit

 For the year ended December 31, 2023

 Common Stock

 Additional
 Paid-In

 Retained

 Total
 Stockholders'

 Shares

 Amount

 Capital

 Earnings

 Deficit

 Balance at December 31, 2022

 $

 $
)

 $
 16,024,472

 $
 ( 926,535
)

 Net Loss

 -

 -

 -

 ( 38,673
)

 ( 38,673
)

 Balance at December 30, 2023

 $

 $
)

 $
 15,985,799

 $
 ( 965,208
)

 For the year ended December 31, 2022

 Common Stock

 Additional
 Paid-In

 Retained

 Total

 Stockholders'

 Shares

 Amount

 Capital

 Earnings

 Deficit

 Balance at December 31, 2021

 $

 $
)

 $
 16,073,397

 $
 ( 877,610
)

 Net Loss

 -

 -

 -

 ( 48,925
)

 ( 48,925
)

 Balance at December 30, 2022

 $

 $
)

 $
 16,024,472

 $
 ( 926,535
)

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 6

Consolidated Statements of Cash Flows

 For the years ended

 2023

 2022

 Cash flow from operating activities

 Net loss

 $
 ( 38,673
)

 $
 ( 48,925
)

 Changes in operating assets and liabilities:

 Prepaid expenses and other current assets

 -

 23,200

 Accounts payable and accrued expenses

 ( 1,651
)

 ( 14,569
)

 Net cash used in operating activities

 ( 40,324
)

 ( 40,294
)

 Cash flows from financing activities

 Proceeds from notes payable- related party

 40,250

 40,350

 Net cash provided by (used in) financing activities

 40,250

 40,350

 Net increase (decrease) in cash

 ( 74
)

 Cash at beginning of period

 Cash at end of period

 $

 $

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 7

 Note 1 — Organization and Plan of Business
Operations

 Allegro Merger Corp. (the
"Company") was incorporated in Delaware on August 7, 2017 as a blank check company whose objective is to acquire, through
a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one
or more businesses or entities (a "Business Combination").

 All activity through December 31, 2023 relates to the Company's
formation, the Company's initial public offering of units ("Initial Public Offering") described below and, since the
Initial Public Offering, the search for a prospective initial Business Combination.

 The registration statement
for the Company's Initial Public Offering was declared effective on July 2, 2018. On July 6, 2018, the Company consummated
the Initial Public Offering of 14,950,000 units ("Units" and, with respect to the common stock included in the Units being
offered, the "Public Shares"), including 1,950,000 Units issued pursuant to the exercise in full of the underwriters'
overallotment option, generating gross proceeds of $ 149,500,000, which is described in Note 3. Each Unit consisted of one share of the
Company's common stock, $ 0.0001 par value, one redeemable common stock purchase warrant (the "Warrants") and one right
(the "Rights"). Each Warrant entitles the holder to purchase one share of common stock at an exercise price of $ 11.50 per
share (see Note 7). Each Right entitles the holder to receive one tenth (1/10) of one share of common stock upon the completion of a Business
Combination.

 Simultaneously with the closing
of the Initial Public Offering, the Company consummated the sale of 372,500 units ("Private Units"), at a price of $ 10.00
per Private Unit in a private placement to certain of the Initial Stockholders (defined below), Cantor Fitzgerald & Co. and Chardan
Capital Markets LLC (collectively, the "Insiders"), generating gross proceeds of $ 3,725,000, which is described in Note 4.

 Following the closing of
the Initial Public Offering on July 6, 2018, an amount of $ 149,500,000 ($ 10.00 per Unit) from the net proceeds of the sale of the
Units in the Initial Public Offering and the Private Units was placed in a trust account ("Trust Account") and was invested
in United States government treasury bills, bonds or notes, having a maturity of 180 days or less or in money market funds meeting certain
conditions under Rule 2a-7 promulgated under the Investment Company Act.

 On July 6, 2018, in connection
with the underwriters' election to fully exercise their over-allotment option, the Company consummated the sale of an additional
 1,950,000 Units, at $ 10.00 per Unit.

 F- 8

 Dissolution of Trust Account; Delisting
and Deregistration of Securities

 Pursuant to the Charter,
on March 31, 2020, the Company began the process of liquidating and distributing to its public stockholders their pro rata portion of
the funds contained in the Trust Account, including interest earned on the amounts on deposit, less amounts that be released to the Company
to pay franchise and income taxes and up to $ 100,000 of interest which may be released to the Company to pay dissolution expenses. On
April 21, 2020, all of the public shares were redeemed at a per share redemption price of $ 10.30. On August 23, 2021, we distributed the
remaining restricted cash pro rata, to our former public stockholders in the amount of $ 129,957. The restricted cash balance represented
the unused portion of our dissolution allowance and allowance for taxes.

 An aggregate of approximately
$ 781,700 of loans made by the initial stockholders to the Company in connection with extensions of time to complete an initial business
will not be repaid and will be forgiven if we are unable to consummate a business combination and determine to liquidate and dissolve.

 The initial stockholders
waived their redemption rights with respect to the common stock issued prior to the Company's initial public offering and the common
stock underlying the Private Units. Accordingly, such initial stockholders did not participate in the redemption and an aggregate of 4,110,000
shares of common stock remain outstanding. Additionally, the Company's rights and warrants remain outstanding.

 On April 20, 2020, Nasdaq
filed a Form 25 to delist and deregister the units, common stock, rights, and warrants. Such securities were delisted from Nasdaq as of
April 30, 2020 and deregistered under Section 12(b) of the Exchange Act as of July 9, 2020.

 Going Concern

 As of December 31, 2023, the Company had a cash balance of $ 32 and
a working capital deficit of $ 965,168

 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 Uncertainties about an Entity's Ability to Continue as a Going
Concern", management has determined that the Company's lack of liquidity raises substantial doubt about the Company's
ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities to account for
such uncertainty.

 Note 2 — Summary of Significant Accounting Policies

 Basis of Presentation

 The accompanying consolidated
financial statements have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP")
and pursuant to the rules and regulations of the SEC.

 Principles of Consolidation

 The consolidated financial
statements of the Company include its wholly-owned subsidiary, Allegro Merger Sub, Inc., a Delaware corporation incorporated on November
7, 2019. All inter-company accounts and transactions are eliminated in consolidation.

 F- 9

Notes to Consolidated Financial
Statements

 Use of Estimates

 The preparation of consolidated
financial statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of expenses during the periods presented. Actual results could differ from those estimates.

 Cash and cash equivalents

 The Company considers all short-term investments with an original maturity
of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and
2022. The Company had a cash balance of $ 32 and $ 106 as of December 31, 2023 and 2022, respectively.

 Marketable securities held in Trust
Account

 On April 21, 2020 the remaining
cash held in the Trust Account was fully liquidated.

 Net Income (Loss) Per Share

 The Company complies with
accounting and disclosure requirements of FASB ASC Topic 260, " Earnings Per Share." Net income per share is computed
by dividing net income applicable to common stockholders by the weighted average number of shares of common stock outstanding for the
period. The Company has not considered the effect of the warrants and rights sold in the Initial Public Offering and Private Placement
to purchase an aggregate of 16,854,750 Public Shares in the calculation of diluted earnings per share, since their inclusion would
be anti-dilutive under the treasury stock method. As a result, diluted earnings per share is the same as basic earnings per share for
the period.

 Net income per share, basic and diluted for the years ended 2023, and
2022 is calculated dividing the net (loss) of $( 38,673) and $( 48,925), by the weighted average number of Shares outstanding during the
period.

 Risks and Uncertainties

 The COVID-19 pandemic has
adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases)
could adversely affect, the economies and financial markets worldwide, and the business of any potential target business with which we
consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination
if concerns relating to COVID-19 limit our ability to have meetings with potential investors or the target company's personnel,
or if vendors and services providers are unavailable. The extent to which COVID-19 impacts our search for a business combination will
depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning
the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or
other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) continue for an extensive
period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate
an initial business combination, may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent
on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events (such as terrorist attacks, natural
disasters, or a significant outbreak of other infectious diseases), including as a result of increased market volatility, decreased market
liquidity in third-party financing being unavailable on terms acceptable to us or at all. The COVID-19 pandemic has adversely affected,
and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) could adversely
affect, the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business
combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if concerns relating
to COVID-19 limit our ability to have meetings with potential investors or the target company's personnel, or if vendors and services
providers are unavailable. The extent to which COVID-19 impacts our search for a business combination will depend on future developments,
which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and
the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other events (such as terrorist
attacks, natural disasters or a significant outbreak of other infectious diseases) continue for an extensive period of time, our ability
to consummate a business combination, or the operations of a target business with which we ultimately consummate an initial business combination,
may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity
and debt financing which may be impacted by COVID-19 and other events (such as terrorist attacks, natural disasters, or a significant
outbreak of other infectious diseases), including as a result of increased market volatility, decreased market liquidity in third-party
financing being unavailable on terms acceptable to us or at all.

 F- 10

Notes to Consolidated Financial
Statements

 Fair
Value of Financial Instruments

 The fair value of the Company's
assets and liabilities, which qualify as financial instruments under ASC Topic 820, "Fair Value Measurements and Disclosures,"
approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

 The Company follows the guidance
in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial
assets and liabilities that are re-measured and reported at fair value at least annually.

 The fair value of the Company's
financial assets and liabilities reflects management's estimate of amounts that the Company would have received in connection with
the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants
at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the
use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities
based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

 Level 1:
 Quoted
prices in active markets for identical assets and liabilities. An active market for an asset or liability is a market in which transactions
for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

 Level 2:
 Observable inputs other than Level 1 inputs. Examples of Level
2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities
in markets that are not active.

 Level 3:
 Unobservable inputs based on our assessment of the assumptions
that market participants would use in pricing the asset or liability.

 F- 11

Notes to Consolidated Financial
Statements

 Recent Accounting Pronouncements

 The Company's management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material
effect on the Company's financial statements.

 Note 3 — Initial Public Offering

 On July 6, 2018, the Company
consummated the Initial Public Offering and sold 14,950,000 Units, including 1,950,000 Units issued pursuant to the exercise in full of
the underwriters' over-allotment option, at a purchase price of $ 10.00 per Unit. Each Unit consisted of one share of the Company's
common stock, $ 0.0001 par value, one Warrant and one Right. Each Warrant entitles the holder to purchase one share of common stock at
an exercise price of $ 11.50 per share (see Note 7). Each Right entitles the holder to receive one tenth (1/10) of one share of common
stock upon the completion of a Business Combination.

 Note 4 — Private Placement

 Simultaneously with the Initial
Public Offering, the Insiders purchased an aggregate of 372,500 Private Units, at $ 10.00 per Private Unit for an aggregate purchase price
of $ 3,725,000. Each Private Unit consists of one Private Share, one warrant ("Private Warrant") and one right ("Private
Right"). The proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account.
The proceeds from the sale of the Private Units were used to fund the redemption of the Public Shares.

 The Private Units are identical
to the Units sold in the Public Offering, except that the holders have agreed to vote the Private Shares in favor of any Business Combination.
Additionally, the holders have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to certain
permitted transferees) until the completion of the initial Business Combination.

 The holders of the Private
Units (or underlying shares of common stock) are entitled to registration rights described in Note 6.

 F- 12

 Note 5 — Related Party Transactions

 Promissory Notes — Related
Parties

 The Company issued five unsecured
promissory notes totaling $ 40,250 to Eric S. Rosenfeld, the Company's Chief Executive Officer, in January, April, May, August, and
October 2023. The notes are non-interest bearing, and payable on the earlier of (i) demand by Payee, (ii) the date on which Maker consummates
a merger or acquisition or (iii) the date on which Maker elects to dissolve and is outstanding as of December 31, 2023. The total notes
payable to Eric S. Rosenfeld totals $ 183,500, as of December 31, 2023. The notes are non-interest bearing, and outstanding as December
31, 2023.

 The Company issued five unsecured promissory notes totaling $ 40,350
to Eric S. Rosenfeld, the Company's Chief Executive Officer, in January, April, May, August, and November 2022. The notes are non-interest
bearing, and payable on the earlier of (i) demand by Payee, (ii) the date on which Maker consummates a merger or acquisition or (iii)
the date on which Maker elects to dissolve and is outstanding as of December 31, 2022. The total notes payable to Eric S. Rosenfeld totals
$ 143,250, as of December 31, 2022. The notes are non-interest bearing, and outstanding as December 31, 2023.

 Notes Payable — Related Parties

 Certain individuals and entities
(the "Contributors") that participated in the private placement of units that occurred simultaneously with the Company's
initial public offering contributed to the Company an aggregate amount of $ 781,700, representing contributions covering a prorated amount
of $ 0.02 per unconverted public share for the partial month of January 2020 and $ 0.025 per unconverted public share for each of February
2020 and March 2020 (each, a "Contribution"). The Contributions will not bear any interest and will be repayable by the Company
to the Contributors upon consummation of an initial business combination. The Contributions will be forgiven if the Company is unable
to consummate an initial business combination except to the extent of any funds held outside of the Company's trust account.

 The Company deposited $ 223,342,
the first contribution on January 6, 2020, into the trust account established in connection with the Company's initial public offering.
The Company deposited the second Contribution of $ 279,178 on January 31, 2020, and deposited the third Contribution of $ 279,180 on March
2, 2020, in each case, to the same trust account; provided that any such additional Contribution was only to be made if the previously
announced merger agreement with TGI Fridays is still then in effect, or, if such agreement is earlier terminated, the Board of Directors
of the Company by majority vote determines to require such additional Contribution.

 On March 31, 2020, the Company
and Holdings mutually determined, due to extraordinary market conditions and the failure to meet necessary closing conditions, to terminate
the Merger Agreement.

 The loans made by the Contributors will not be repaid and will be forgiven
if we are unable to consummate a business combination and determine to liquidate and dissolve. The balance of $ 781,700 remains outstanding
as of December 31, 2023, and 2022.

 Properties

 We maintain our principal
executive offices at 777 Third Avenue, 37th floor, New York, NY 10017. This space is provided to us by Crescendo Advisors II, LLC ("Crescendo"),
an entity controlled by Mr. Rosenfeld, free of charge. We consider our current office space adequate for our current operations.

 Note 6 — Commitments and Contingencies

 Registration Rights

 The holders of the Founder
Shares, Private Shares, Private Warrants, Private Rights, and any shares, warrants and rights that may be issued upon conversion of working
capital loans (and any shares issued upon the exercise of such warrants or conversion of such rights) will be entitled to registration
rights pursuant to a registration rights agreement executed prior to the Initial Public Offering. The holders of the majority of these
securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities, except that
Cantor, Chardan, and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five year period beginning
on July 2, 2018, the effective date of Allegro's registration statement in connection with Allegro's initial public offering.
In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent
to our consummation of an initial Business Combination. Cantor, Chardan, and/or their designees may participate in a "piggy-back"
registration only during the seven year period beginning on July 2, 2018. The Company will bear the costs and expenses of filing any such
registration statements.

 F- 13

 Underwriting Agreement

 The Company entered into
an agreement with the underwriters of the Initial Public Offering ("Underwriting Agreement"), pursuant to which the Company
paid an underwriting discount of 2.0 % of the gross proceeds of the Initial Public Offering, excluding the over-allotment option, or $ 2,600,000
in the aggregate, to the underwriters at the closing of the Initial Public Offering, with an additional fee (the "Deferred Underwriting
Discount") of 3.5 % of the gross offering proceeds of the Initial Public Offering, excluding the over-allotment option, and 5.5 %
of the gross proceeds of the over-allotment option, or $ 5,622,500 in the aggregate. The Underwriting Agreement provided that the Deferred
Underwriting Discount would only be payable to the underwriters from the amounts held in the Trust Account solely in the event the Company
would complete its initial Business Combination. As previously indicated, the Company was unable to consummate its initial Business
Combination in the time period prescribed by the Charter and, accordingly, the Company distributed the proceeds held in the Trust Account
to public stockholders. As a result, the Deferred Underwriting Discount is no longer owed.

 Note 7 — Stockholders' Equity

 Preferred Stock

 The Company is authorized to issue 1,000,000 shares of preferred stock
with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company's
board of directors. At December 31, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

 Common Stock

 The Company is authorized to issue 40,000,000 shares of common stock
with a par value of $ 0.0001 per share. Holders of the Company's common stock are entitled to one vote for each share. At December
31, 2023 and December 31, 2022, there were 4,110,000 shares of common stock issued and outstanding.

 Following termination of
the Merger Agreement, the Company liquidated the funds held in the Trust Account. Pursuant to the Charter, all outstanding Public Shares)
were redeemed at a per share redemption price of approximately $ 10.30 per Public Share (the "Redemption Amount"). The cash
used for common stock redemptions was $ 153,755,272 and the change in the value of common stock due to redemptions was ($ 145,250,653).

 The initial redemption occurred
on April 21, 2020. As of the close of business on such date, the Public Shares were deemed cancelled and will represent only the right
to receive the per share Redemption Amount. The Company's officers, directors, initial stockholders, and the purchasers of Private
Units have waived their redemption rights with respect to the common stock issued prior to the Company's initial public offering
and the common stock underlying the Private Units.

 Rights

 Each holder of a Right will
receive one-tenth (1/10) of one common stock upon consummation of a Business Combination. No fractional shares will be issued upon exchange
of the Rights. No additional consideration will be required to be paid by a holder of Rights in order to receive its additional shares
upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for
by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the
Company will not be the surviving entity, the definitive agreement will provide for the holders of Rights to receive the same per share
consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis and each holder
of Rights will be required to affirmatively covert its rights in order to receive 1/10 of a share underlying each right (without paying
additional consideration). The common stock issuable upon exchange of the Rights was registered at the time of our initial public offering.
Accordingly, when issued, such shares will not be restricted securities (except to the extent held by affiliates of the Company).

 F- 14

 Warrants

 The Company has accounted
for both the Public and Private Warrants as a liability (see note 2 and note 8).

 The Warrants will become
exercisable 30 days after the consummation of a Business Combination. No Warrants will be exercisable for cash unless the Company has
an effective and current registration statement covering the shares of common stock issuable upon exercise of the Warrants and a current
prospectus relating to such shares. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable
upon the exercise of the Warrants is not effective within 20 business days from the consummation of a Business Combination, the holders
may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain
an effective registration statement, exercise the Warrants on a cashless basis pursuant to an available exemption from registration under
the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Warrants on a cashless
basis. The Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

 The Placement Warrants are
identical to the Warrants underlying the Units sold in the Initial Public Offering, except the Placement Warrants are exercisable for
cash (even if a registration statement covering the shares of common stock issuable upon exercise of such Placement Warrants is not effective)
or on a cashless basis, at the holder's option, and not redeemable by the Company, in each case so long as they are still held by
the original purchasers or their affiliates.

 The Company may call the
Warrants for redemption (excluding the Placement Warrants but including any outstanding Warrants issued upon exercise of the unit purchase
option issued to its underwriter), in whole and not in part, at a price of $.01 per Warrant:

 -

 upon not less than 30 days' prior written notice of redemption to each Warrant holder,

 -
 if, and only if, the reported last sale price of the shares of common stock (or the closing bid price of our common stock in the event shares of our common stock are not traded on any specific day) equals or exceeds $ 18.00 per share, for any 20 trading days within a 30-trading-day period ending on the third business day prior to the notice of redemption to Warrant holders, and

 -

 if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such Warrants at the time of redemption and for the entire 30-day redemption period and continuing each day thereafter until the date of redemption.

 If the Company calls the
Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a "cashless
basis," as described in the warrant agreement.

 The exercise price and number
of shares of common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a
stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the Warrants will not be
adjusted for issuances of shares of common stock at a price below its exercise price. Additionally, in no event will the Company be required
to net cash settle the Warrants.

 Note 8 — Fair Value Measurements

 The following table presents information about the Company's
assets that are measured at fair value on a recurring basis at December 31, 2023 and December 31, 2022, and it indicates the fair value
hierarchy of the valuation inputs the Company utilized to determine such fair value:

 December 31, 2023

 Description

 Quoted
 Price in
 Active
 Market
 (Level 1)

 Significant
 Other
 Observable
 Inputs
 (Level 2)

 Significant
 Other
 Unobservable
 Inputs
 (Level 3)

 Liabilities:

 Derivative warrant liabilities

 $
 -

 $
 -

 $

 F- 15

 December 31, 2022

 Description

 Quoted
 Price in
 Active
 Market
 (Level 1)

 Significant
 Other
 Observable
 Inputs
 (Level 2)

 Significant
 Other
 Unobservable
 Inputs
 (Level 3)

 Liabilities:

 Derivative warrant liabilities

 $
 -

 $
 -

 $

 There were no transfers to/from Levels 1, 2, and 3 securities at the
end of the reporting period. There was no change to the fair value of the warrants from 2022 to 2023 as the total value was deemed
immaterial.

 The following table provides quantitative information regarding Level
3 fair value measurements inputs utilized to measure the fair value of the Private Placement Warrants at the measurement dates as of December
31, 2023 and December 31, 2022:

 2023

 2022

 Volatility

 24.4
 %

 24.4
 %

 Risk Free Rate

 1.42
 %

 1.42
 %

 Estimated Term Remaining

 4.27

 4.27

 The change in the fair value of the derivative warrant liabilities
for the year ended December 31, 2023 and 2022 respectively is summarized as follows:

 Derivative warrant liabilities as of December 31, 2020

 $

 Change in fair value of derivative warrant liabilities

 $
 ( 77
)

 Derivative warrant liabilities as of December 31, 2021

 $

 Change in fair value of derivative warrant liabilities

 $
 -

 Derivative warrant liabilities as of December 31, 2022

 $

 Change in fair value of derivative warrant liabilities

 $
 -

 Derivative warrant liabilities as of December 31, 2023

 $

 F- 16

 Note 9 — Income Taxes

 The Company's net deferred tax assets are
as follows:

 2023

 2022

 Total deferred tax assets

 $
 8,121

 $
 10,274

 Valuation Allowance

 ( 8,121
)

 ( 10,274
)

 Deferred tax asset, net of allowance

 $
 -

 -

 In assessing the realization of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization
of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing
net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future
taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management
believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established
a full valuation allowance. For the year ended December 31, 2023, the net operating loss was approximately $ 38,673. The
Company has net operating loss carryforwards of approximately $ 450. Such amounts are subject to IRS code section 382 limitation. The tax
years from 2019 to 2022 are still subject to audit.

 Note 10 — Subsequent Events

 The Company evaluated subsequent events and
transactions occurred after the balance sheet date and up to the date the unaudited condensed interim financial statements were
issued. The Company issued two unsecured promissory notes totaling $ 22,750 to Eric S. Rosenfeld, the Company's Chief
Executive Officer, in March 2024. The notes are non-interest bearing and payable on demand.

 F- 17

 SIGNATURES

 Pursuant to the requirements of the Section 13 or 15 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto
duly authorized on the 26 th day of March, 2024.

 ALLEGRO MERGER CORP.

 By:

 /s/ Eric S. Rosenfeld

 Eric S. Rosenfeld

 Chief Executive Officer

 In accordance with the Securities
Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.

 Name

 Title

 Date

 /s/ Eric S. Rosenfeld

 Chief Executive Officer

 Eric S. Rosenfeld

 (Principal Executive Officer)

 /s/ Adam H. Jaffe

 Chief Financial Officer

 Adam H. Jaffe

 (Principal Financial and Accounting Officer)

 /s/ David D. Sgro

 Chairman of the Board

 David D. Sgro

 /s/ John P. Schauerman

 John P. Schauerman

 /s/ Adam J. Semler

 Adam J. Semler

 /s/ Robert Michael Deluce

 Robert Michael Deluce

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