Allegro Merger Corp. 8-K

What Happened Allegro Merger Corp. and SeeQC, Inc. entered into a definitive Agreement and Plan of Merger on January 16, 2026. Under the agreement Allegro will merge into SeeQC’s wholly-owned Merger Sub, making Allegro a direct, wholly‑owned subsidiary of SeeQC and converting Allegro security holders into SeeQC security holders. The parties expect the closing in the second quarter of 2026, subject to SEC clearance of an S-4 registration statement, stockholder approvals, completion of a PIPE and a public offering, and other customary closing conditions. Allegro also entered into subscription agreements to sell shares for aggregate gross proceeds of approximately $65 million at $5.00 per share (to convert into SeeQC shares at closing).

Key Details

• Closing timeline & approvals: Closing expected Q2 2026; SeeQC must obtain shareholder approval of the merger, preferred‑to‑common conversion and stock split (targeted by Feb 15, 2026); S-4 must be declared effective by the SEC. Agreement terminates if not closed by July 31, 2026 (subject to extension).
• Security conversions: At closing, Allegro common shares and most rights will be cancelled and converted into SeeQC common stock (Allegro rights converted at 1/10th). Allegro warrants are to be amended to convert to fractional SeeQC shares; if not amended, SeeQC will assume them.
• Earnouts & founder restrictions: Earnout recipients may receive up to three tranches of 20,000,000 SeeQC shares each (20M for VWAP ≥ $6.50 in year 1, 20M for VWAP ≥ $8.00 in year 2, 20M for VWAP ≥ $10.00 in year 3, each conditioned on 20 trading days within a 30‑day period). Certain Allegro initial stockholders agreed to restrict 23% of their SeeQC shares, with staged releases tied to earnout milestones and forfeiture if milestones not met by end of year 3.
• Governance and other provisions: Post-closing SeeQC board to have seven directors (five designated by SeeQC, two by Allegro); initial executive officers of SeeQC to remain in place. SeeQC will seek listing on Nasdaq/NYSE/NYSE American and will establish equity plans (12.5% reserve with 5% evergreen; ESPP 3% with 1.5% evergreen). Lock-ups: certain stockholders to agree to 180‑day transfer restrictions.

Why It Matters This filing documents a business combination that will convert Allegro public SPAC equity into ownership in SeeQC and is paired with a committed equity financing (subscription agreements totaling ~ $65M). The transaction, pending SEC review, shareholder approvals, and completion of PIPE and public offering, will determine post‑closing ownership, potential dilution (earnouts, equity plans, PIPE), and whether Allegro warrants convert or are assumed. Retail investors should watch the S-4 effectiveness, shareholder votes, the PIPE/public offering closings, and achievement of earnout share price targets — each is a material condition that can affect timing, ownership percentages and potential future liquidity.