Allegro Merger Corp. 8-K

What Happened
Allegro Merger Corp announced on January 19, 2026 that it engaged HTL International, LLC as its principal accountant to review the company’s financial statements for the years ended December 31, 2025 and 2024. HTL replaced Hudgens CPA, PLLC, and the change was approved by the company’s audit committee.

Key Details

• Change effective January 19, 2026: HTL International, LLC engaged as principal accountant; Hudgens CPA, PLLC dismissed.
• Hudgens’ audit reports for fiscal years ended Dec 31, 2024 and Dec 31, 2023 included an explanatory paragraph about the company’s ability to continue as a going concern; otherwise those reports were unmodified.
• The company reported no disagreements with Hudgens on accounting principles, financial statement disclosure, or audit scope during the two most recent fiscal years or the interim period before the change. No “reportable events” occurred in that period.
• The company informed Hudgens that it has material weaknesses in internal controls over financial reporting, as described in Item 9A of its Form 10‑K for the year ended Dec 31, 2024. The company did not consult HTL prior to the change on accounting application or potential audit opinions.

Why It Matters
A change of principal accountant is material because it can affect investor confidence in the company’s financial reporting and audit continuity. The prior auditor’s going-concern explanatory paragraph and the company’s disclosed material weaknesses in internal controls are facts investors should note when evaluating recent and upcoming financial statements and audit risk. The audit committee approved the switch; no audit disagreements or reportable events were disclosed for the prior two years.