SEQC SeeQC, Inc. S-1/A amended IPO prospectus section summaries

SeeQC, Inc. — Form S-1/A cover and filing metadata

SeeQC, Inc. filed Amendment No. 5 to its Form S-1 on November 6, 2026, in connection with a proposed initial public offering of common stock. The preliminary prospectus leaves the offering size, price per share, underwriting discounts, and proceeds to the company blank, so the amount of capital expected to be raised cannot be determined from this section. The underwriters have a 30-day option to purchase additional shares to cover over-allotments; the number of option shares is not stated. Cantor, BTIG, Needham & Company, and Craig-Hallum are named as underwriters.

There was no public market for SeeQC’s common stock before the offering. The company applied to list on Nasdaq under the symbol SEQC, and the offering is contingent on listing approval. SeeQC identifies as both an emerging growth company and a smaller reporting company, and may use reduced public-company reporting requirements after the offering.

The metadata references financial reporting periods including the nine months ended September 30, 2026 and 2025, and fiscal years 2025 and 2024. It also points to topics addressed elsewhere in the filing, including preferred-stock series and conversion to common stock, stock-based compensation and equity awards, leases, revenue recognition, contract types, liquidity and going-concern matters, and customer concentration. These references do not establish the amounts, terms, or materiality of those matters.

This cover and metadata section provides no operating results, financial metrics, use-of-proceeds details, or company-specific risk disclosures; it is not sufficient to assess financial performance, financing or dilution, liquidity, customer concentration, or operating trends. The filing states that SeeQC’s fiscal year ends December 31 and that its consolidated financial statements are prepared in accordance with U.S. GAAP.

Business and technology

SEEQC develops digital infrastructure for quantum computers—not quantum processors or end-user quantum-computing services. Formed in 2019 through an asset transfer from Hypres, founded in 1983, it inherited superconducting circuit design, fabrication, cryogenic testing and integration expertise. Its initial focus is superconducting systems, although it aims to extend its infrastructure to other qubit modalities.

The platform places superconducting Single Flux Quantum (SFQ) digital control and readout electronics near quantum processors in cryogenic environments. SFQ is intended to provide high-speed, low-latency logic, while cryogenic CMOS can add programmability and memory. The company says this approach could reduce power, latency, wiring, thermal load and reliance on room-temperature analog control chains, while supporting repeated measurement, decoding and feedback—including real-time error correction and GPU-connected quantum-classical workflows. Its offerings include digital readout using its patented JDPD architecture, qubit-control electronics, CPU/FPGA/GPU interfaces, firmware and software, integration services, and superconducting foundry services.

Commercial readiness remains a constraint. Foundry wafer-fabrication services are commercial and revenue-generating, and some functional blocks have been developed and tested; other components still require development and integration into a unified chip-based architecture. In 2025, about 95% of revenue came from quantum-computing-related activities, including engineering services and integration, while fully commercialized product sales accounted for the remaining 5%. Thus, revenue currently depends more on services, development contracts and integration programs than scaled product sales. Customer adoption is expected to proceed through proof-of-concept and integration engagements before incremental replacement of analog infrastructure.

Financial performance

Nine-month revenue increased 24.7% year over year, and the decline in cost of revenue raised implied gross margin to about 37.8% from 14.5%. However, operating loss widened as expenses grew, particularly SG&A. FY2025 revenue rose sharply from a small FY2024 base, but the company continued to incur substantial losses. Net other income was $0.307M in 9M 2026 versus $0.229M in 9M 2025; FY2025 had $0.313M of net other income versus $1.529M of net other expense in FY2024.

Balance sheet

Strategy, market and execution risks

SEEQC’s strategy is to deepen its superconducting quantum-computing presence, broaden control, readout and software offerings, pursue cross-modality applications and government or strategic programs, and explore adjacent areas such as quantum networking. Its in-house foundry is intended to support fabrication, quality and faster development cycles; it also serves cryogenic applications such as HPC and sensor readout. Ecosystem activity includes collaboration with the U.K. National Quantum Computing Centre on a Cross-Qubit Scaling Platform and participation in activities related to DARPA’s Quantum Benchmarking Initiative.

The company cites McKinsey estimates of a quantum-computing market of about $15B in 2025, $25B–$34B by 2030 and $77B–$148B by 2040. It also points to rising data-center electricity use—about 415 TWh in 2024, projected to reach around 945 TWh by 2030—as a potential driver of demand for more energy-efficient computing infrastructure.

The opportunity is uncertain: no qubit modality has achieved fault-tolerant quantum computing at commercially relevant scale, and no definitive architecture or mature supply chain has emerged. SEQC must complete and integrate products, prove performance and compatibility in customer systems, scale manufacturing, and convert development and government programs into repeatable product revenue. It has not produced quantum-computing chips for high-qubit-count systems or at high volume. Revenue is concentrated among a few customers, and both the company and some customers or partners depend on government-funded programs that could be reduced or canceled. The company has a history of losses, expects continued substantial R&D, capital expenditure and operating investment, and may need additional financing. It also reports material weaknesses in internal control over financial reporting. It qualifies as an emerging growth company and smaller reporting company and has elected reduced reporting requirements, limiting comparability with companies subject to full requirements.

Allegro termination and offering

On August 25, 2026, SEEQC terminated its January 16, 2026 merger agreement with Allegro and related parties before the October 31, 2026 outside date, allowing it to pursue other transactions. The offering is expected to qualify as a “Trigger Event.” Under the settlement, SEEQC expects to pay up to $2.0M of documented, reasonable third-party transaction expenses and issue 106,809 common shares, based on a $1.3B pre-money valuation; the filing describes the stock consideration as having an aggregate value of $6.0M. SEEQC may reduce the cash payment by $0.5M and increase the stock issuance correspondingly. Payments are subject to a holdback for third-party claims. The cash payment and fair value of shares are expected to be expensed when the Trigger Event occurs, although the accounting analysis is not finalized. The company also says it will not receive cash previously expected from the related private placement.

Offering-related adjustments include preferred-stock conversion, a stock split, accelerated restricted-stock vesting, executive partial-recourse note forgiveness and associated tax and stock-compensation effects, offering expenses, and advisor shares. Net proceeds are intended for general corporate purposes, including product development and capital expenditures. The offering’s share count and proceeds depend on final pricing and terms; further equity awards and plan reserves could dilute holders.

Principal risks

Going concern, losses, and financing

Management concluded that substantial doubt exists about SEQC’s ability to continue as a going concern for the 12 months following the prospectus date. The company has had recurring losses and negative operating cash flows since inception, does not expect near-term profitability, and may never become profitable. Its accumulated deficit was $70.0 million at September 30, 2026, compared with $55.7 million at December 31, 2025.

SEQC expects ongoing expenses to increase as it develops products, expands R&D and manufacturing/testing capacity, builds inventory, and grows sales, support, infrastructure, and public-company functions. Funding depends on executing its operating plan and obtaining capital that may be unavailable, costly, dilutive, or subject to restrictive terms. A shortfall could force SEQC to delay or curtail development, reduce headcount, sell assets, or seek insolvency protection; liquidation proceeds could be below carrying values.

The terminated Allegro merger also removed a potential funding source: SEQC will not receive approximately $64.9 million of gross private-placement proceeds that depended on the merger closing. It expects to rely on this offering’s net proceeds, existing cash, and future financing. If a “Trigger Event” occurs—which SEQC expects this offering would qualify for—it may owe up to $2.0 million of documented, reasonable third-party expenses and issue shares worth $6.0 million in aggregate. It may reduce cash paid by $0.5 million and increase the share amount by the same amount. These obligations could reduce available cash and dilute shareholders. NOL use may also be limited under Sections 382 and 383, including through ownership changes associated with the offering, potentially increasing future cash taxes.

Technology, market, and execution

SEQC has a limited operating history and its quantum-computing business remains largely developmental. Approximately 95% of 2025 revenue came from quantum-computing-related activities, including engineering services and integration; fully commercialized product sales contributed approximately 5%. Superconducting foundry wafer-fabrication services are commercial, while other solutions remain in development. Individual functional blocks have met design objectives in testing, but still must be integrated into a unified chip-based architecture and proven in customer deployments. Technical hurdles include thermal management, signal integrity, manufacturing yields, system complexity, packaging, and compatibility with customer platforms. Lab performance may not translate to commercial performance.

Commercialization depends on advances across the broader quantum ecosystem, including qubit scaling, error correction, cryogenics, software, and classical-computing integration. The market has no established standards, pricing models, or reliable timetable for commercial adoption or quantum advantage. Customer engagements often require years of co-development and integration, with upfront investment and uncertain orders; customers may delay or abandon projects, build solutions internally, or choose other technologies. SEQC’s initial focus on superconducting qubits exposes it to competing modalities such as trapped-ion, photonic, neutral-atom, and silicon-spin systems, as well as room-temperature and cryogenic control technologies. Competitors—including larger technology companies and well-funded government or research efforts—may reach milestones sooner, bundle offerings, or exert pricing pressure.

SEQC has limited experience producing and selling at scale. Expanding manufacturing, staffing, customer support, and infrastructure may consume substantial cash without generating sufficient sales. Specialized fabrication, foundry transitions, cryogenic systems, and complex packaging create yield, capacity, quality, cost, IP, and timing risks. Supply depends on specialized and sometimes single-source inputs; liquid helium, specialty gases, high-purity niobium and related alloys may face shortages, long lead times, price volatility, and geopolitical or logistics disruption. Higher costs may not be recoverable through pricing. Demand-forecasting errors could lead to excess inventory or component shortages and delayed shipments.

Revenue is concentrated among a small number of customers, with agreements expiring in the near term; renewals, orders, product qualifications, and replacement revenue are uncertain. The company also relies on strategic customers and partners, including IBM, NVIDIA, Rigetti, and IQM, and on government-funded programs subject to appropriations and administrative discretion. Large-enterprise and government sales can involve long approval and implementation cycles, extensive testing and compliance, and contracts that may be modified or terminated. Scarce technical and commercial talent, limited public-company experience, and rising compliance demands may further constrain execution.

Operational, regulatory, and legal exposures

Cyberattacks—including ransomware, phishing, supply-chain attacks, and nation-state activity—could expose sensitive data and IP or interrupt operations. Vendor, remote-work, and integrated-system dependencies complicate protection. Consequences could include customer losses, litigation, investigations, fines, reporting obligations, indemnification costs, and reputational damage; insurance and contractual liability caps may be inadequate. Privacy and data-transfer laws are evolving; for example, CCPA penalties can reach $7,500 per intentional violation, while U.K. GDPR fines can reach £17.5 million or 4% of annual global revenue, whichever is greater. Export controls, sanctions, national-security restrictions, and changing quantum-specific rules could limit customers or international sales and add compliance costs.

IP may be difficult to secure or enforce, while third-party patents could require licensing or redesign and lead to injunctions or damages. Open-source license issues could require replacement or licensing, or disclosure of proprietary code. Government-funded inventions may carry government licenses, march-in rights, reporting obligations, and U.S. manufacturing preferences that constrain exclusivity and manufacturing options. Product defects, erroneous outputs, environmental or workplace incidents, and broader litigation could cause costly claims, regulatory action, or reputational harm. Macroeconomic weakness, inflation, interest rates, tariffs, geopolitical events, disasters, and bank failures could affect demand, suppliers, costs, and financing access.

Public-company, share, and governance risks

SEQC disclosed three unremediated material weaknesses in internal control as of December 31, 2025: inadequate formal control policies and risk assessment, IT access and system-change control deficiencies, and insufficient accounting and finance staff for proper segregation of duties. Planned remediation includes formalizing controls, strengthening reviews, hiring finance personnel, using consultants, and improving IT controls; timely or successful remediation is not assured. Reporting failures could cause restatements, penalties, loss of investor confidence, reduced access to capital, or delisting.

The offering and future equity awards, financings, acquisitions, and any Allegro settlement shares could dilute holders or increase resale pressure. The 2026 equity plan permits annual increases in reserved shares of up to 5% of prior year-end shares from 2027 through 2036, unless the board reduces or opts out of the increase. SEQC does not expect to pay dividends for the foreseeable future. There was no pre-offering public market, and an active, liquid market is not assured; volatility, low trading volume, resale pressure, limited analyst coverage, or delisting could impair the share price and future fundraising.

SEQC expects to use emerging-growth-company disclosure exemptions, including exemption from auditor attestation under SOX 404(b), and has elected the extended transition for new accounting standards. EGC status ends at applicable thresholds, including $1.235 billion in revenue, $700 million in nonaffiliate market value for large-accelerated-filer status, or issuance of more than $1.0 billion of non-convertible debt over three years. Classified-board and stockholder-action provisions, preferred-stock authority, Delaware anti-takeover rules, and exclusive-forum provisions may constrain shareholder rights or takeover opportunities.

Forward-Looking Statements and Key Risks

The prospectus contains no historical financial metrics or quantified forecasts in this section. It cautions that forward-looking statements—including expectations about revenue, losses, costs, growth, financing needs, market opportunity, and the use of offering proceeds—are uncertain, and actual results may differ materially.

The company identifies several specific risks:

• Financial reporting: Material weaknesses in internal control over financial reporting could affect the reliability of consolidated financial statements.
• Market and customer exposure: The business depends on public-sector contracts and has customer-concentration risk. The size and growth of the quantum-computing market are also uncertain.
• Technology and execution: The company must keep pace with technological change while competing with better-resourced companies. Key challenges include advancing chip-based digital technology, superconducting foundry assets, and chip, firmware, and software capabilities; gaining commercial acceptance of its business model; developing products and integrating new technology; and executing partnerships, collaborations, acquisitions, joint ventures, and investments.
• Funding, people, and operations: The company may be unable to fund operations or raise additional capital, retain or recruit key personnel, expand and retain customers, compete effectively, perform under existing contracts, or secure new contracts. Component shortages, supply-chain disruptions, and relationships with suppliers, distributors, customers, and employees could also affect execution.
• Legal, listing, and regulatory matters: Potential legal proceedings related to the Settlement Agreement and termination of the Merger Agreement, Nasdaq listing and trading liquidity, and changing regulatory, judicial, and legislative conditions are additional risks.

The company says it may not update forward-looking statements except as required by law and directs investors to the Risk Factors section for a fuller discussion.

The prospectus provides no specific market-size or industry-growth figures. Industry statistics, estimates, and forecasts are based on independent publications, other public information, and internal sources; the company has not independently verified external data. These estimates depend on assumptions and have limitations, so investors should not give them undue weight. The company also cautions that its industry is highly uncertain and risky, with additional risks described in the prospectus’s Risk Factors and forward-looking-statement sections.

Dividend Policy

The company has never declared or paid cash dividends and does not expect to do so in the foreseeable future. It intends to retain available funds and future earnings to support operations and finance business growth and development. Any future dividend decision is at the board’s discretion and will depend on operating results, financial condition, capital requirements, contractual restrictions, business prospects, and other factors the board considers relevant.

Use of Proceeds

The excerpt does not provide filled-in estimates for net proceeds, the assumed IPO price, or sensitivity amounts, so expected offering proceeds cannot be quantified from the information presented. The net proceeds calculation would include a $2.0 million payment to Allegro under the Settlement Agreement and deduct underwriting discounts and commissions and estimated offering expenses.

The company intends to use the proceeds for general corporate purposes, potentially including product development and capital expenditures to continue investing in its technology and business. Management will have broad discretion over their allocation. Until the funds are used, the company expects to invest them in short-term interest-bearing obligations, investment-grade instruments, medium-term securities, certificates of deposit, or direct or guaranteed obligations of the U.S. government.

Changes in the offering price or share count are not expected to materially change the planned uses of proceeds, but could accelerate the point at which the company needs to seek additional capital.

Capitalization as of September 30, 2026

The preferred-stock balance is shown as a dash in the capitalization table.

IPO-related pro forma adjustments and investor considerations

The filing presents pro forma and pro forma-as-adjusted capitalization for the IPO, but the supplied excerpt leaves key figures blank—including pro forma balances, the assumed offering price, post-offering share counts, and amounts for several expenses and cash adjustments. As a result, net IPO proceeds, post-offering equity and the full dilution impact cannot be assessed from the excerpt.

The pro forma adjustments include automatic conversion of all preferred stock into common stock; a stock split; accelerated vesting of restricted stock and related stock-based compensation; and issuance of 106,809 common shares to Allegro under a settlement. That share count is based on a $1.3 billion pre-money valuation and the preferred and common shares outstanding immediately before the offering. The settlement also includes a $2.0 million cash payment for Allegro’s third-party transaction expenses, expected to be funded from IPO proceeds. Other adjustments include expense and cash tax payments related to forgiveness of executives’ partial-recourse notes, and estimated offering expenses.

The pro forma-as-adjusted case additionally reflects advisor shares issued for IPO-related services, with their fair value classified as offering expense, and the company’s sale of IPO shares after underwriting discounts and estimated offering expenses. These figures are illustrative and depend on the actual IPO price and other pricing terms. The excerpt says changes in the assumed IPO price and the number of shares offered would affect adjusted cash, investments, working capital, total assets and stockholders’ equity, but the estimated dollar sensitivities and the effects of full exercise of the underwriters’ option are blank.

Potential dilution extends beyond the stated post-offering share count. Excluded shares include outstanding options under the 2019 Plan, unvested restricted common stock, and shares reserved under the new 2026 equity plan and employee stock purchase plan. Both new plans provide for annual automatic increases in reserved shares. The transactions also involve one-time cash uses and expenses, including the Allegro payment, taxes associated with executive note forgiveness, equity compensation and offering costs.

Expected IPO dilution

The dilution calculations use the company’s September 30, 2026 balances and assume an IPO at the midpoint of the prospectus price range, without exercise of the underwriters’ option unless otherwise noted. The provided section does not include the IPO price, relevant share counts, net tangible book value amounts per share, or the resulting dilution figures, so the amount of dilution cannot be quantified.

Historical net tangible book value (deficit) is defined as tangible assets less total liabilities and convertible preferred stock, divided by common shares outstanding. The pro forma calculation reflects automatic conversion of preferred stock, a stock split, accelerated vesting of restricted common stock and related stock-based compensation, offering-related issuances and expenses, and estimated offering expenses. It also includes 106,809 common shares issued to Allegro in a settlement, valued using the midpoint IPO price and a $1.3 billion pre-money company valuation, plus a $2.0 million accrual for Allegro’s third-party transaction expenses. The calculation contemplates an expense for forgiveness of executives’ partial-recourse notes, including related tax and stock-compensation components.

The pro forma as-adjusted calculation additionally reflects shares issued to advisors for services, IPO proceeds, underwriting discounts, and estimated offering expenses. Changes in the IPO price or number of shares offered would affect both net tangible book value per share and dilution; the section also describes sensitivities to each $1.00 price change and each one-million-share change, and the effect of full exercise of the underwriters’ option, but does not provide the numerical impacts.

Further dilution may result from exercising outstanding options with exercise prices below pro forma as-adjusted net tangible book value per share, vesting and settlement of restricted stock units, or future equity or convertible-debt financings. The disclosed dilution presentation excludes outstanding 2019 Plan options, unvested restricted common stock, and shares reserved under the new 2026 equity plan and employee stock purchase plan. Both new plans provide for automatic annual increases in reserved shares, creating potential future dilution.

Business and operating performance

SEQC develops chip-based quantum-computing technology, combining R&D with custom chip fabrication to support the development of scalable, fault-tolerant systems. Customer contracts are generally fixed-price or cost-reimbursable-plus-fee; revenue can be uneven because it depends on delivery, acceptance and milestone timing.

Consolidated results

Nine-month revenue grew 24.8%, primarily from the timing of milestones across proof-of-concept and foundry programs, rather than a fundamental shift in the project portfolio. Annual revenue increased sharply as work began under contracts signed in 2024, alongside new customers and additional work for existing customers. Government contracts are an important source of business: U.S. government revenue was $2.1M in 9M 2026 versus $1.9M in 9M 2025, while U.K. government revenue was zero versus $0.3M. For FY 2025, U.S. government revenue was $2.2M versus $0.3M, and U.K. government revenue was $0.3M versus zero. Grants reimburse eligible R&D spending under U.K. and EU programs; awards and eligible expenditures cause grant income to vary between periods.

R&D spending reflects increased internal development, personnel costs and investment in core programs. FY 2025 R&D also included third-party development of a manufacturing line for Single Flux Quantum superconducting control chips. The 9M rise in SG&A was driven in part by $2.3M of additional IPO- and financing-related consulting, legal, audit and accounting fees; $0.6M each of higher stock compensation, employee costs, and allocated payroll, depreciation and facilities costs. FY 2025 SG&A growth principally reflected $1.9M of higher financing-related professional fees, $0.7M of higher employee costs and $0.4M of higher stock compensation. FY 2024 included a $1.492M expense from a fair-value change in convertible notes, which converted into preferred stock during 2024.

Cash flows and liquidity

Higher 9M investing outflows supported operational growth and equipment at the new leased facility. Financing cash flow in 9M 2026 included $1.3M of deferred offering-cost payments and $0.4M of finance-lease payments, partly offset by $0.3M of Series X preferred-stock proceeds; 9M 2025 financing was mainly $10.0M of Series A-2 proceeds. FY 2025 financing included $19.0M of Series X and $10.0M of Series A-2 proceeds. At September 30, 2026, cash and cash equivalents were $15.0M and the accumulated deficit was $70.0M, compared with $55.7M at December 31, 2025.

Management says recurring losses and negative operating cash flows are expected to continue and that SEQC lacks sufficient resources to meet obligations and sustain operations for the 12 months following issuance of the interim financial statements, creating substantial doubt about its ability to continue as a going concern. The statements contain no adjustments for the outcome of this uncertainty. SEQC plans to seek additional equity financing, including an IPO, but financing may not be available on acceptable terms or at all. R&D, SG&A and capital expenditures are expected to increase; insufficient funding could force delays or reductions in quantum-computing development. Since inception, the company has raised $80.8M gross through preferred stock, convertible notes and common stock. At September 30, 2026, future minimum lease payments were $4.3M for operating leases and $1.5M for finance leases.

Stock compensation, corporate developments and other risks

Stock-based compensation was $1.4M in 9M 2026 versus $1.6M in 9M 2025, and $1.9M in FY 2025 versus $0.4M in FY 2024. Board estimates of private-company common-stock value rose from $3.83 per share (April 2, 2025) to $12.69 (December 8, 2025), $19.49 (January 16, 2026) and $35.33 (May 26, 2026). Option grants included 1,869,600 shares at a $1.72 exercise price in April 2025 and 79,686 shares at a $1.19 exercise price in July 2025. Restricted-stock grants were 329,104 shares at $10.60 (October 2025), 278,000 at $12.69 (January 2026), 114,488 at $19.49 (February 2026) and 151,000 at $35.33 (May 2026). The 2026 restricted awards require a qualifying exit event—the expiration of the IPO lock-up—before service vesting begins. Completion of the offering is expected to trigger compensation recognition for restricted shares and forgiveness of certain partial-recourse notes.

On August 25, 2026, SEQC terminated its merger agreement with Allegro under a settlement that permits it to pursue other transactions before the Outside Date. If a defined Trigger Event occurs—which SEQC expects the offering to qualify for—it must reimburse up to $2.0M of Allegro’s documented, reasonable third-party transaction expenses and issue $6.0M of common stock valued using a $1.3B pre-money valuation, after applicable offering lock-ups expire. Before the offering, preferred stock will convert into common stock and a stock split will adjust common shares.

Foreign exchange is the principal disclosed market risk: operating expenses are generally denominated in the currencies of the U.S., U.K. and Europe. SEQC has not hedged currency exposure. The company is an emerging growth company and smaller reporting company, and uses JOBS Act extended transition periods for new accounting standards, which can reduce comparability with companies adopting standards on different schedules.

Technical glossary

The glossary defines core quantum-computing concepts and the supporting technologies relevant to the prospectus’s Business section. It contains no financial results or balance-sheet information.

• Qubits and reliability: Physical qubits are the underlying devices, which may use superconducting circuits, trapped ions, neutral atoms, photons, or semiconductor spins. Logical qubits combine multiple physical qubits through error correction to improve reliability. Error correction and fault tolerance are essential to overcoming noise and component errors and enabling accurate, useful large-scale computation.
• Control, readout, and classical computing: Control electronics and firmware manage qubit signals, timing, measurement, configuration, and feedback. Readout converts measured qubit states into classical information; low latency is important for feedback and error correction. GPUs and high-performance computing can support simulation, decoding, data processing, orchestration, and hybrid quantum-classical workflows.
• Integration and scaling: Many quantum devices require cryogenic operation. CryoCMOS can move classical control and interface functions closer to the processor, potentially reducing latency and system complexity. Chiplets, multi-chip modules, and CMOS-based support electronics are approaches to integrating functions. Multiplexing can reduce wiring, hardware requirements, and thermal load as qubit counts increase. Crosstalk is interference that can disrupt qubit operation and the accuracy of control and readout. Digital twins can simulate and validate system behavior and integration strategies.
• Specialized technologies: Superconducting foundries manufacture specialized low-temperature circuits. Single Flux Quantum logic is a high-speed, low-power superconducting technology that may be useful for cryogenic quantum control.

Overall, the glossary emphasizes that scaling quantum systems depends not only on the quantum processing unit and qubit technology, but also on reliable error correction, control and readout, cryogenic integration, and classical-computing support.

Business and strategy

SEEQC, formed in 2019 through an asset transfer from superconducting-electronics company Hypres, develops digital control, readout, multiplexing and quantum–classical interface infrastructure for quantum computers. It positions itself between quantum processors and classical computing, rather than as a quantum-processor or end-user computing provider. Its initial focus is superconducting systems, although it says parts of its technology may apply to other qubit modalities.

The platform combines superconducting Single Flux Quantum (SFQ) logic, cryogenic CMOS and room-temperature electronics. It is designed to move control and readout closer to qubits, replacing portions of conventional room-temperature analog signal chains. Planned capabilities include digital qubit readout, digital Z (flux) and XY (charge) control, multiplexing, fast feedback and interfaces with CPUs, FPGAs and GPUs. SEEQC believes this approach could reduce wiring, power dissipation, thermal load, latency, signal distortion, calibration burden and system complexity, while supporting error correction. These are design objectives, not established commercial-scale results; some functional blocks have been developed and tested, but unified integration and further product development remain necessary.

SEEQC’s adoption model is staged: customers may evaluate the technology through proof-of-concept and integration work, then add or replace conventional infrastructure without redesigning an entire system. Customer engagements can involve evaluation, co-development, integration and benchmarking, with full integration taking approximately 12–24 months or longer. Longer-term development includes chiplet architectures, memory and interfaces, wafer-process advances, expanded control and three-dimensional integration.

Commercial maturity, customers and ecosystem

In 2025, approximately 95% of revenue came from quantum-computing-related activity, including engineering services and integration; approximately 5% came from fully commercialized product sales. Superconducting foundry services are commercial and revenue-generating, while many other quantum solutions remain in development. Revenue sources include chips, engineering and development contracts, integration, foundry services, software and firmware, and government-funded research or milestone programs. The company reports work with IBM and IQM on engineering, foundry and related activities. Current revenue therefore depends substantially on development and services rather than mature product sales; growth depends on technical integration, customer adoption and broader progress in quantum computing.

Relationships include IBM, Rigetti and IQM on quantum-system integration; NVIDIA on GPU-platform interfaces; and government-supported work involving DARPA’s Quantum Benchmarking Initiative, the U.S. Microelectronics Commons program and the U.K. National Quantum Computing Centre. Other cited collaborators include the Laboratory for Physical Sciences, Booz Allen Hamilton, national laboratories and academic institutions. These relationships support validation and ecosystem access, but are generally described as collaborations or program engagements rather than quantified commercial contracts. Kinpo Group and ITRI are manufacturing collaborators; ITRI is being developed as a second manufacturing line to support process transfer, capacity and supply-chain redundancy.

Market context and competitive risks

The filing cites McKinsey estimates of a quantum-computing market of approximately $15 billion in 2025, potentially $25–34 billion by 2030 and $77–148 billion by 2040, with associated economic value creation of $1.3–2.7 trillion by 2035. BCG separately estimates a $90–170 billion market for quantum hardware and software providers by 2040 and $450–850 billion in economic value creation; the estimates have different scopes. Quantum-technology start-up funding was $12.6 billion in 2025, up 6.3x from $2.0 billion in 2024. The filing also cites global data-center electricity use of approximately 415 TWh in 2024, projected to exceed 945 TWh by 2030, but this does not establish a commercial advantage for quantum systems.

No modality has yet demonstrated commercially relevant, large-scale fault-tolerant quantum computing. Progress depends on advances in qubits, error correction, control, readout, decoding, integration and power efficiency. The industry lacks broadly adopted standards, and system developers often build proprietary enabling technologies, potentially limiting demand for specialist suppliers. SEEQC identifies in-house systems and established control vendors—including Keysight, Zurich Instruments, Qblox and Quantum Machines—as alternatives; its assertion that it knows of no direct competitor with an equivalent fully integrated digital control platform at superconducting-qubit temperatures is the company’s characterization. Superconducting systems are among the more commercially advanced approaches but face coherence, connectivity, cryogenic and wiring constraints.

Government programs support research and domestic capabilities: the filing cites more than $2 billion in NIST funding under the CHIPS and Science Act, U.K. commitments of £2.5 billion over ten years beginning in 2024 and a further package of up to £2 billion announced in March 2026, as well as SEEQC’s U.K. NQCC collaboration. Such engagements may aid validation but do not establish associated revenue or commercial terms.

Technology, manufacturing and resources

SEEQC reports 125 issued, pending and provisional patent applications: 74 issued U.S. and foreign patents, 16 U.S. pending patents, 24 foreign pending patents and 11 provisional and PCT applications. It also licenses one relevant patent from WARF. The portfolio covers superconducting devices and circuits (55%), chip fabrication and multi-chip packaging (21%), system-level solutions and cryogenic architectures (20%), and quantum error correction (4%). Key issued patents are expected to expire between 2035 and 2045, subject to maintenance requirements.

As of June 2026, SEEQC had 42 full-time employees, including 24 Ph.D. holders, mostly in technical roles. Its approximately 8,100-square-foot Elmsford, New York, superconducting fabrication facility supports 150 mm multilayer SFQ wafer fabrication, with a stated six-week standardized process cycle. The facility is used for R&D, prototypes and limited production. The Hypres sublease has expired; SEEQC continues under prior terms while negotiating renewal. The planned second line with ITRI is intended to improve capacity and manufacturing resilience.

The existing Elmsford headquarters and testing site is approximately 4,300 square feet, with a lease expiring at the end of 2026; SEEQC intends to negotiate renewal and expects to continue operating the site after relocation. It is establishing a roughly 13,000-square-foot headquarters and expanded testing facility in Hawthorne, New York, under a lease expiring in 2036. Planned 2026 renovations are expected to provide capacity for more than 12 dilution refrigerators, additional 4 K testing infrastructure, laboratories and offices. A 762-square-foot London office primarily supports firmware and software development.

Operations and wafer fabrication are subject to environmental, hazardous-material, health, safety and permitting requirements. Government-funded work carries eligibility, procurement, reporting, audit and internal-control obligations; data privacy laws may also require costly changes. No material litigation, arbitration or governmental proceedings were pending against the company or its management.

Management and governance

Leadership

Co-founder John Levy will remain CEO and Executive Chairman after the offering. Raja Bal became CFO in September 2025, bringing senior finance experience at indie Semiconductor, GT Advanced Technologies, and Skyworks Solutions. Shu-Jen Han became CTO and Oleg Mukhanov became Chief Science Officer in March 2025; both have semiconductor or technical leadership backgrounds, and Mukhanov previously served as SEEQC’s CTO. Matthew Hutchings has been Chief Product Officer since 2019.

Board and committees

The board is described as having six members, including one vacancy; its authorized size is expected to increase to seven when the offering closes. Judy Bruner, Quentin Gallivan, and William J. Vass are expected to join at closing. Marek Kiisa has served since January 2025. The company expects Bruner, Kiisa, Gallivan, and Vass to qualify as independent under Nasdaq standards. Bruner brings public-company CFO and audit-committee experience and is expected to qualify as the SEC audit committee financial expert; the other incoming directors bring technology, operating, and board experience.

At closing, the company plans to establish audit, compensation, and nominating/corporate-governance committees. The audit committee will oversee financial reporting, internal controls, audits and auditor independence, as well as financial and regulatory risk. The board intends to oversee strategic risk directly rather than create a standing risk committee.

Governance provisions and risks

The board will be divided into three classes, with staggered terms through 2027, 2028, and 2029. Directors may be removed only for cause and with approval from holders of at least 66⅔% of the voting stock. These provisions may delay or deter changes in control or management. The filing’s class-by-class director assignments are left blank.

The company reports no family relationships among directors and executive officers and no compensation-committee interlocks. It has adopted a code of conduct and plans to maintain directors’ and officers’ insurance and provide indemnification, subject to applicable law.

Executive compensation

Named executive officers received $8.059 million in total reported compensation for 2025. Equity-award amounts below are ASC 718 grant-date fair values, not realized value. Award share counts and the stated implied share value are pre-Stock Split.

Under 2025 arrangements, annual base salaries were $265,000 for Levy, $425,000 for Bal, and $500,000 for Han; Bal’s bonus target was 60% of base salary. Agreements entered into in 2026, as amended and restated in August, increase compensation after completion of the offering: Levy’s base salary becomes $600,000 with a 100% target bonus, while Bal’s and Han’s each become $550,000 with a 70% target bonus. Bonuses depend on performance criteria set by the board or Compensation Committee.

Executive equity awards and severance

Bal’s October 2025 restricted-stock award totaled 329,104 shares, divided equally between time-based and milestone-based awards. The 164,552 time-based shares vest 25% after one year of service and then monthly over 36 months. The other 164,552 shares vest in four equal tranches upon a liquidity event; signing chip-integration contracts with two separate quantum-systems developers; building a finance team capable of supporting an IPO or SPAC; and raising at least $75M in new equity financing. At December 31, 2025, each portion had a reported market value of $6.036M, based on an implied pre-IPO share value of $36.6795; combined value was $12.071M. That market-value measure differs from Bal’s $3.489M grant-date award value.

Levy received 262,500 options in April 2025, generally vesting in 48 monthly installments, and a separate 487,500-share performance option. The latter can vest upon specified liquidity, change-of-control, IPO/direct-listing, merger or SPAC events. In a qualifying equity financing, 66.7% vests if proceeds are at least $50M, with further vesting tied to proceeds above that threshold. At year-end, Levy held 120,312 exercisable and 142,188 unexercisable options at a $1.72 exercise price, expiring April 8, 2035, in addition to the performance award. Han held 233,053 exercisable options at $1.45, expiring May 16, 2031, and 252,083 exercisable plus 297,917 unexercisable options at $1.72, expiring April 8, 2035. The regular April 2025 grants generally vest over 48 monthly installments.

The 2026 employment agreements increase qualifying-termination benefits. Outside a change in control, Levy is eligible for 1.0 times base salary, prorated bonus, up to 12 months of health-premium reimbursement and 12 months of accelerated time-based vesting. During the specified change-in-control window, his benefits rise to 1.5 times base salary plus target bonus, full time-based equity acceleration and up to 18 months of premiums. For Bal and Han, qualifying non-change-in-control benefits are 0.75 times base salary, prorated bonus, up to nine months of premiums and 12 months of accelerated time-based vesting; change-in-control benefits are 1.0 times salary plus target bonus, full acceleration and up to 12 months of premiums. Benefits are subject to release and other conditions.

Equity plans, employee purchase plan and governance

The 2019 Plan authorized up to 5,050,895 shares. As of September 30, 2026, 3,219,273 options were outstanding, with exercise prices of $0.02–$1.72 and a $1.46 weighted-average exercise price; 234,920 shares remained available. The company expects to end new grants under the plan upon completion of the offering, while outstanding awards remain governed by it. In a change of control, the board may assume, substitute, accelerate, cash out or cancel awards.

The 2026 Plan is intended to replace the 2019 Plan for future awards upon completion of the offering, subject to stockholder approval. It permits options, stock appreciation rights, stock awards and units, performance awards and other stock-based awards. Its share reserve is scheduled to increase each January 1 through 2036 by the lesser of 5% of shares outstanding on the preceding December 31 or an amount set by the board. Non-employee director compensation under the plan is capped at $750,000 per calendar year, including cash and grant-date fair value of awards, or $1 million in a director’s first service year. The administrator has broad discretion over awards and may adjust, substitute, cancel or cash out awards in corporate events; options and SARs generally have a maximum 10-year term. Specified material plan changes require stockholder approval.

The proposed 2026 ESPP, subject to stockholder approval, allows eligible employees to contribute up to 15% of regular gross earnings and overtime to purchase shares generally at 85% of the lower market value on the first or last trading day of an offering period. Offering periods may last up to 27 months. Eligibility excludes employees who would own at least 5% after the grant, and annual purchase rights are limited to $25,000 of stock. Its share reserve is scheduled to increase annually through 2036 by the lesser of 1% of shares outstanding or a board-set amount. In a change in control, purchase dates may be accelerated if rights are not assumed or substituted; rights not assumed, continued or exercised by the transaction date terminate.

The company adopted an SEC- and Nasdaq-compliant clawback policy, effective upon offering close, requiring current or former executive officers to repay incentive compensation erroneously awarded above the amount due after a financial restatement. The company had no formal non-employee director compensation policy: directors received no board-service compensation in FY2025, though meeting expenses are reimbursed. As an emerging growth company, the company provides reduced executive-compensation disclosure.

Related-party transactions

Since January 1, 2024, the company has reported related-party transactions exceeding the applicable threshold—the lesser of $120,000 or 1% of average total assets as of December 31, 2025 and 2024.

Insider loans

On October 28, 2020, John Levy and Oleg Mukhanov borrowed $563,211.90 and $140,802.25, respectively, from the company. Each note was due by its ninth anniversary and secured by company shares: 388,422 shares for Levy and 97,105 for Mukhanov. Upon completion of the offering, the company will forgive both loans, pay each executive a cash gross-up for the resulting tax liability, and terminate the share pledges. The gross-up amounts are not specified.

2024 convertible-note and Series A-2 preferred financings

The board approved a convertible-note financing of up to $4.0 million on August 26, 2024. The company issued $1.15 million in aggregate principal, and the notes converted into Series A-2 preferred shares on November 1, 2024. The Johnson Revocable Trust and BY Capital 1 GmbH & Co. KG were related investors, each initially investing $350,000.

On November 1, 2024, the company issued 3,184,572 Series A-2 shares at $7.0866 per share and 1,745,625 Series SA-2 shares at $5.6693 per share. Related-investor purchases or conversions were:

Much of the disclosed purchase price reflected conversion of earlier notes. EQT, Merck and Thisbe converted notes with $2.0 million, $2.0 million and $4.0 million principal, respectively. Merck also paid $149,994.98 in cash and converted a $350,000 note.

2025 Series X financing

On November 25, 2025, the company issued 779,240 Series X preferred shares at $24.6883 per share. Related investors included Thisbe AB, which invested $1,094,160.77 for 44,319 shares, and NordicNinja Fund II, which invested $5,799,997.64 for 234,929 shares.

Governance and related-party controls

Investor-rights, right-of-first-refusal/co-sale, and voting agreements provided investors with registration rights, transfer-related rights, and rights relating to director elections, authorization of shares for preferred-stock conversion, and qualifying drag-along sales. These agreements terminate upon or immediately before completion of the offering.

The board plans to adopt a written related-person transaction policy at offering closing. The audit committee will review covered transactions, including whether their terms are comparable to arm’s-length terms; the transactions described occurred before adoption of the policy. The filing also describes indemnification agreements with directors and executive officers.

Beneficial ownership

As of November 1, 2026, ownership percentages are based on 23,141,851 shares outstanding, assuming conversion of all preferred stock into 12,056,647 common shares. Pre-offering ownership excludes the stock split. The filing excerpt’s post-offering share counts and percentages are blank, so post-offering ownership changes and dilution cannot be quantified.

Largest pre-offering holders

Together, these seven holders own 13,234,731 shares, approximately 57.2% of the stated share base, indicating concentrated pre-offering ownership.

Named executive officers and directors

Levy disclaims beneficial ownership of A2Z Management’s shares; his spouse manages the entity. Mukhanov exercises dispositive power over O2AI Holdings’ shares.

All 12 current executive officers and directors as a group beneficially own 4,071,391 shares (16.8%). This includes 972,729 shares issuable upon options exercisable within 60 days, 48,814 shares issuable upon RSUs within 60 days, and 655,781 shares held by an additional executive officer not individually listed. Beneficial ownership therefore includes potential share issuance as well as current holdings.

Board changes related to the offering

Directors Jason Whitmire and Ted Persson will resign, and Oleg Mukhanov will remain an officer but leave the board; Marek Kiisa will remain a director. Judy Bruner, Quentin Gallivan, and William J. Vass will join the board. Several new or continuing directors report no beneficial ownership in the table. The governance changes, concentrated existing ownership, and management’s option- and RSU-related holdings are relevant to post-offering control and dilution, but the excerpt provides no post-offering figures to measure their effects.

Capital stock and potential dilution

As of September 30, 2026, outstanding equity awards covered 4,545,402 common shares:

These awards represent potential dilution; the excerpt does not state their current market value or a resulting diluted share count.

Common stock has one vote per share. Any dividends are subject to preferred-stock rights and the board’s discretion. On liquidation, common holders share remaining assets equally per share after payment of debts and amounts due to senior preferred stock. Common stock has no redemption or sinking-fund provisions.

The board may issue preferred stock in one or more series and set its dividend, conversion, voting, redemption, liquidation, and other terms. An issuance could dilute common voting power, restrict common dividends, impair common liquidation rights, reduce the common-stock trading price, or deter a change in control.

Governance and stockholder rights

The board initially consists of six directors divided into three classes, with staggered three-year terms. Directors may be removed only for cause and with approval from at least 66⅔% of outstanding voting power. The board generally fills vacancies and newly created directorships.

Special stockholder meetings may be called only by the board, its chair, or the CEO. Advance-notice requirements apply to annual-meeting proposals and director nominations. Amendments to specified charter provisions—including those concerning board structure, director election or removal, director liability, and exclusive forums—require at least 66⅔% approval. The board may amend the bylaws by majority vote of authorized directors; stockholders require at least 66⅔% approval.

Authorized but unissued shares may be used for fundraising or acquisitions without stockholder approval under Delaware law. Nasdaq rules require stockholder approval for certain issuances equal to or exceeding 20% of outstanding voting power or common shares. Issuances could also make a change in control more difficult.

The charter generally designates Delaware state courts—or, where applicable, federal courts in Delaware—as the exclusive forum for specified internal-affairs and related claims, and federal district courts as the exclusive forum for Securities Act claims. Exceptions apply, and the company may consent to another forum. These provisions may discourage litigation against directors and officers. Director and officer indemnification and expense advances may reduce funds otherwise available to satisfy third-party claims.

Shares Eligible for Future Sale

The company warns that substantial sales of common stock after contractual lock-ups and other legal resale restrictions expire could pressure its share price and impair its ability to raise equity capital. The potential supply includes shares released from lock-ups, shares sold under registration rights, employee plan shares, and shares underlying options.

In connection with the offering, executive officers, directors, and holders of substantially all common stock agreed—subject to exceptions and possible underwriter consent—not to sell or hedge shares or related securities for 180 days after the prospectus date. Substantially all restricted shares are subject to lock-ups. After restrictions expire, shares may become eligible for sale under Rule 144 or Rule 701; some shares could be sold earlier if registration rights are exercised. Certain employees, including executive officers and/or directors, may adopt Rule 10b5-1 trading plans after the offering, but sales under those plans cannot begin before the lock-up expires.

As of September 30, 2026, outstanding options covered 3,219,273 common shares, of which 1,972,925 were vested. Substantially all shares issuable upon option exercise are also subject to contractual lock-ups.

The company intends to register shares reserved under its 2019 Plan, 2026 Plan, and 2026 ESPP on Form S-8 as soon as practicable after the offering closes. Once registered, those shares may be sold in the market, subject to applicable lock-ups and Rule 144 requirements, adding to potential future share supply.

Under Rule 701, eligible shares issued under compensatory plans may generally be resold by non-affiliates beginning 90 days after the registration statement becomes effective, subject to Rule 144’s manner-of-sale provisions. Affiliates remain subject to applicable Rule 144 limits and requirements. Qualifying non-affiliates may sell under Rule 144 after six months if current public information is available, or after one year without that condition. Affiliate sales are subject to volume limits, including a three-month cap based on the greater of 1% of shares outstanding or average weekly trading volume, as well as other requirements.

Material U.S. Federal Income Tax Considerations for Non-U.S. Holders

This discussion describes selected U.S. federal income tax consequences for Non-U.S. Holders acquiring, holding, or disposing of the company’s common stock in the offering. It generally applies to stock held as a capital asset, but does not address every investor’s circumstances, estate or gift taxes, or state, local, and non-U.S. taxes. It excludes holders subject to special tax rules, including holders owning 5% or more of the stock by vote or value, financial institutions, brokers, partnerships, tax-exempt organizations, certain funds, compensation-related holders, and qualified foreign pension funds.

Tax law and its interpretation may change, potentially retroactively. The company has not sought an IRS ruling, and the IRS or courts could disagree with the described treatment. Investors should consult their own tax advisers.

Distributions

The company does not anticipate paying cash dividends in the foreseeable future. If it makes a distribution, the amount is treated as a dividend to the extent of current or accumulated earnings and profits. Any excess generally first reduces the holder’s tax basis, but not below zero; amounts exceeding basis are generally capital gain.

Dividends paid to Non-U.S. Holders are generally subject to 30% U.S. withholding tax on the gross amount, unless a lower treaty rate applies and the holder provides valid documentation, typically IRS Form W-8BEN or W-8BEN-E. Dividends effectively connected with a U.S. trade or business are generally exempt from this withholding if properly certified, but are taxed on a net basis at regular U.S. rates. A foreign corporate holder may also be subject to a 30% branch profits tax, potentially reduced by treaty.

Sales and other taxable dispositions

Gain from a sale or other taxable disposition generally is not subject to U.S. federal income tax unless it is effectively connected with a U.S. trade or business; the individual holder is present in the United States for at least 183 days during the disposition year and meets other conditions; or the stock constitutes a U.S. real property interest because the company is or becomes a U.S. real property holding corporation (USRPHC).

Effectively connected gain is generally taxed on a net basis at regular U.S. rates, and a foreign corporation may also owe the 30% branch profits tax, subject to treaty relief. For a qualifying nonresident individual present in the United States for at least 183 days, gain is generally taxed at 30%, or a lower treaty rate; certain U.S.-source capital losses may be available as an offset.

The company believes it is not currently a USRPHC and does not anticipate becoming one, but gives no assurance. USRPHC status depends on the relative fair market value of U.S. real property interests, other trade or business assets, and foreign real property interests. If the company is a USRPHC, the tax may apply when its stock is not regularly traded on an established securities market or when a holder owns, or is treated as owning, more than 5% during the applicable testing period. If the company is a USRPHC and its stock is not regularly traded on an established market, disposition proceeds may generally also be subject to 15% withholding.

Reporting and withholding

Dividend payments generally are not subject to backup withholding when the holder documents non-U.S. status or otherwise establishes an exemption, although information returns may still be filed with the IRS. Proceeds from dispositions in the United States or through certain U.S.-related brokers may be subject to information reporting or backup withholding unless the holder provides required certifications or establishes an exemption. Dispositions through a non-U.S. office of a non-U.S. broker generally are not subject to these requirements. Backup withholding is not an additional tax; eligible holders may claim a refund or credit.

FATCA may impose 30% withholding on dividends paid to certain non-U.S. financial institutions and non-financial foreign entities unless applicable diligence, reporting, ownership-disclosure, or exemption requirements are met. Withholding may apply through a noncompliant non-U.S. intermediary even where the holder has met its own obligations. FATCA withholding currently generally applies to dividends. Proposed regulations eliminate FATCA withholding on gross sale proceeds, on which taxpayers may generally rely until final regulations are issued; the final form of the rules remains uncertain. Intergovernmental agreements may modify these requirements.

Underwriting and offering terms

SEQC is conducting an initial public offering, and no prior public market exists for its shares. The IPO price and other offering terms will be negotiated by the company and Cantor Fitzgerald & Co. and BTIG, LLC, taking into account market conditions, company information, comparable-company valuations, business prospects, and the company’s development stage. Listing on Nasdaq under the symbol “SEQC” is a condition to closing. Underwriting discounts and commissions are up to 7.0%.

Cantor Fitzgerald, BTIG, Needham & Company, and Craig-Hallum Capital Group are the underwriters. Their commitments are several, not joint: if any shares are purchased, the underwriters must purchase all shares they commit to buy, subject to closing conditions. The company granted the underwriters a 30-day option to purchase additional shares at the public offering price less underwriting discounts and commissions; any option shares would be allocated approximately in proportion to initial commitments. After the offering begins, the underwriters may change the offering price and other selling terms.

Lock-ups and potential market effects

The company, its directors and executive officers, and certain stockholders generally agreed to a 180-day lock-up restricting sales and other transfers, hedging transactions, and certain registration actions, subject to specified exceptions. The underwriters’ representatives may waive or release these restrictions, which could allow earlier sales and increase the supply of shares available to trade.

The underwriters may engage in stabilization, short-sale, syndicate-covering, penalty-bid, or passive market-making transactions. These activities could support or temporarily raise the market price, but the underwriters are not required to conduct them and may discontinue them at any time. The offering price may not reflect the price at which shares trade afterward; an active market may not develop or persist, and the underwriters have no obligation to make a market. Accordingly, liquidity and the ability to sell at a favorable price are uncertain.

Potential conflicts and indemnification

The underwriters and their affiliates may provide financial-advisory or investment-banking services to the company for customary fees, trade or hold company securities, and publish research or make recommendations. These activities may create potential conflicts of interest. The company also indemnifies the underwriters for specified liabilities, including liabilities under the Securities Act, and may contribute to related payments.

International selling restrictions

Outside the United States, the securities are offered under private-placement or other exemptions rather than as a generally registered public offering. Purchasers must meet applicable investor-eligibility and transaction requirements. For example, Australian offers are limited to sophisticated or professional investors and generally carry a 12-month resale restriction. EEA and U.K. offers are restricted to qualified investors and specified exempt categories; certain offers to fewer than 150 persons require underwriter consent. U.K. distribution is additionally limited to relevant persons and subject to financial-promotion rules. France limits distribution to qualified investors, while Germany states that there is no public offering under its prospectus rules.

Offers and resales in China, Hong Kong, Japan, Singapore, Switzerland, and Israel are subject to eligible-investor, exemption, or other local-law conditions; certain Singapore transfers are restricted for six months. In Canada, purchasers may have statutory damages or rescission remedies for misrepresentations in an offering memorandum, subject to applicable deadlines, limitations, and defenses, and confirm that transaction documents will be provided only in English. The issuer and underwriters rely on investors’ representations concerning eligibility and compliance with these restrictions.

The validity of the common shares offered under the prospectus will be passed upon for the company by DLA Piper LLP (US). Ellenoff Grossman & Schole LLP will pass upon certain legal matters for the underwriters.

Deloitte & Touche LLP, an independent registered public accounting firm, audited SeeQC’s consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025 and 2024. The registration statement incorporates those financial statements in reliance on Deloitte’s audit report.

Where to Find More Information

The company has filed an S-1 registration statement for its common-stock offering. The prospectus is not complete, and descriptions of contracts and other documents referenced in it are qualified by the exhibits filed with the registration statement.

After the offering closes, the company will become subject to the Exchange Act’s reporting requirements and will file reports, proxy statements, and other materials with the SEC. These filings will be available on the SEC’s website and, free of charge, on the company’s website as soon as reasonably practicable after they are filed or furnished. The company’s website content is not incorporated into or part of the prospectus.

SeeQC, Inc. — FY2025 financial statements

Results

Revenue increased 419.6%, reflecting growth in customer contracts. Grants, primarily from U.K. and EU government agencies, are now presented as grant income within operating costs rather than revenue; comparisons should account for this presentation change. Related R&D expense was $2.3M versus $2.8M.

Fabrication revenue is generally recognized on delivery and acceptance; R&D revenue may be recognized over time using a cost-to-cost method or at a point in time. Changes in estimated costs on long-term contracts can affect current earnings for prior-period performance. Substantially all U.S. government contracts include termination-for-convenience provisions.

Segment and customer concentration

SeeQC has one reportable and operating segment; the CEO reviews consolidated results for resource allocation.

Customer A accounted for 26% of FY2025 revenue (27% in FY2024). Two U.S. federal agencies, treated as one customer for segment reporting, generated 52% combined (11% and 41%), versus 39% in FY2024. At year-end, these agencies represented 61% of receivables and Customer A 39%; in 2024, Customer A represented 91%. No credit-loss allowance was recorded at either year-end.

Cash flow, investment and balance sheet

Cash and restricted cash totaled $27.967M at year-end 2025 versus $9.584M in 2024; the prior-year restricted cash was held as a corporate-card letter-of-credit deposit. Management expected year-end cash to fund operating expenses and capital requirements for at least 12 months from issuance of the statements, while noting recurring losses and negative operating cash flows since inception. Goodwill and other intangible assets were not separately reported. Construction in progress increased to $0.921M from $0.204M; depreciation was $1.0M in each year. Deferred financing costs were $0.787M of accrued liabilities, versus $0.100M, and professional expenses were $0.296M versus $0.108M.

Common shares outstanding increased from 10,577,374 at the start of FY2025 to 10,670,829 at year-end. Financing cash flow was $28.252M, including $10.0M from Series A-2 and approximately $19.0M from Series X preferred stock. Preferred shares outstanding rose to 12,046,521 from 9,866,295, and aggregate liquidation preference to $80.895M from $51.907M. Series X had an $18.988M aggregate preference; Series A-2 had a $22.568M preference. Preferred holders have priority over common stock in liquidation.

Stock-based compensation increased to $1.941M from $0.383M. Year-end options outstanding were 3,307,849 versus 1,617,266, with $37.188M aggregate intrinsic value; 1,489,339 remained unvested and $4.0M compensation cost was unrecognized. Of that cost, $2.3M related to performance awards dependent on a change of control or similar event. Diluted loss per share excluded 15,683,474 potential common shares at year-end, versus 11,483,561, because they were antidilutive.

Financing, commitments and other risks

At December 31, 2025, operating and finance lease liabilities had present values of $1.579M and $0.712M, respectively. A three-year equipment lease signed in December 2024 is expected to commence in 2026, with approximately $1.3M of future payments. The company also had $0.7M of founder partial-recourse notes outstanding, bearing 0.38% annual interest; repayment is triggered by specified events, including a change in control.

On January 16, 2026, SeeQC agreed to merge with Allegro Merger Corporation; Allegro also entered PIPE subscriptions for approximately $65.0M gross proceeds, contingent on closing. SeeQC must arrange a firm-commitment offering with gross proceeds at least equal to the lesser of 150% of PIPE proceeds or $75.0M, at no less than $6.50 per share. SeeQC is expected to be the accounting acquirer, and no goodwill or other intangible assets are expected from the transaction. In January, SeeQC also issued 10,126 Series X shares for $0.3M gross proceeds. Deferred offering and business-combination costs were $0.9M at year-end; they would reduce transaction proceeds if completed or be expensed if abandoned.

Management recorded a $10.062M valuation allowance against deferred tax assets, concluding they were not more likely than not to be realized. Federal NOL carryforwards were $30.4M, versus $21.2M; use may be limited under Section 382, and an ownership-change study remains incomplete. Unrecognized tax benefits increased to $1.364M from $1.101M. Under 2025 tax legislation, domestic R&D can generally be deducted immediately, while foreign R&D remains subject to 15-year amortization; SeeQC elected to continue amortizing previously capitalized domestic R&D, which totaled $7.9M at year-end.

Deloitte issued an unqualified audit opinion on the FY2025 and FY2024 statements. The auditor was not engaged to audit internal control over financial reporting and expressed no opinion on its effectiveness.

SEEQC, Inc. — Financial Statements and Notes

Unaudited; nine months ended September 30, 2026, compared with the nine months ended September 30, 2025, unless otherwise noted. No quarterly figures are included in the summaries.

Consolidated results

Revenue grew 24.7%. Fixed-price revenue was $2.336 million versus $2.037 million, and cost-reimbursable revenue was $0.492 million versus $0.230 million. Revenue recognized at a point in time was $2.038 million versus $1.554 million; revenue recognized over time was $0.790 million versus $0.713 million. Lower cost of revenue more than tripled gross profit, but higher R&D and especially SG&A, together with lower grant income, contributed to the wider operating and net losses. SEEQC develops chip-based digital infrastructure intended to integrate quantum and classical computing; it expects continued losses while investing in R&D.

Cash flow and liquidity

Cash declined by $12.965 million during the first nine months of 2026, from $27.967 million at December 31, 2025, to $15.002 million at September 30, 2026. Management said available resources were insufficient to meet obligations and sustain operations for the 12 months following issuance, raising substantial doubt about SEEQC’s ability to continue as a going concern. It plans to seek additional equity financing, including an IPO, but financing may not be available on acceptable terms or at all.

Balance sheet and capitalization

Common shares outstanding increased from 10,670,829 at December 31, 2025, to 10,838,376 at September 30, 2026. Preferred shares outstanding were 12,056,647, up from 12,046,521, with an aggregate liquidation preference of $81.145 million versus $80.895 million—substantially greater than reported stockholders’ equity. Preferred shares have liquidation priority over common stock and convert one-for-one into common shares. A qualifying public offering priced at least $21.2598 per share with at least $40 million in gross proceeds, or approval by at least 66.67% of preferred holders, can trigger mandatory conversion.

SEEQC issued 10,126 Series X preferred shares in January 2026 for $0.257 million. The Series X balance rose to 779,240 shares with a $19.238 million liquidation preference, from 769,114 shares and $18.988 million. Construction in progress included in property and equipment was $2.118 million, up from $0.921 million.

Equity compensation and potential dilution

Weighted-average common shares were 10,731,360 versus 10,627,932. At September 30, 2026, 16,034,246 potential common shares were excluded from diluted EPS as anti-dilutive, compared with 14,656,626 a year earlier; the 2026 total included preferred shares on an as-converted basis, 3,219,273 options and 758,326 unvested restricted shares.

Options outstanding had a weighted-average exercise price of $1.46 and aggregate intrinsic value of $109.044 million; 1,972,925 vested or exercisable options had $67.152 million of intrinsic value. Unrecognized option compensation was $3.4 million, including $1.1 million of service-based cost expected to be recognized over 0.5 years and $2.3 million tied to performance awards, which will not be recognized until a qualifying transaction. SEEQC granted 543,488 restricted shares at a weighted-average grant-date fair value of $20.41; 758,326 restricted shares remained unvested at a weighted-average grant-date fair value of $16.93. For a 2025 employee award, a performance criterion achieved or deemed probable in 2026 triggered $0.4 million of expense, with another $0.2 million of service-based expense.

Other obligations and developments

At September 30, 2026, lease liabilities were $2.229 million for operating leases and $1.179 million for finance leases, after imputed interest; future minimum payments were $4.273 million and $1.471 million, respectively. Discount rates were 15.7% for operating leases and 17.7% for finance leases. Nine-month lease cost was $0.497 million versus $0.469 million. A $0.7 million founder partial-recourse note balance remained outstanding; the notes bear 0.38% interest and are due upon specified events, including a change in control.

SEEQC terminated its Allegro merger agreement effective August 25, 2026. If a defined Trigger Event occurs, SEEQC may owe up to $2.0 million of documented, reasonable third-party transaction expenses and issue common shares valued at $6.0 million, calculated using a $1.3 billion pre-money valuation. Certain director and officer indemnification agreements have potentially unlimited maximum payments, but no related liability was accrued.

SEEQC has one reportable segment; the CEO uses consolidated information, with consolidated operating income or loss as the primary performance measure. Geographic revenue was concentrated in the U.S.: U.S. revenue was $2.828 million versus $1.931 million, U.K. revenue was zero versus $0.336 million, and Italy revenue was zero in both periods. Long-lived assets totaled $8.283 million at September 30, 2026, versus $6.481 million at December 31, 2025; U.S. assets increased to $8.063 million from $5.583 million, while U.K. and Italy balances declined to $0.137 million and $0.083 million from $0.367 million and $0.531 million, respectively.

A full valuation allowance remained against deferred tax assets; nine-month tax expense was $0.1 million, primarily reflecting U.K. subsidiary profits. No events requiring disclosure were identified through November 6, 2026.