Allegro Merger Corp. 8-K

What Happened

• Allegro Merger Corp. reported that it entered into a Merger Agreement with SeeQC, Inc. and SEEQC Merger Sub, Inc. (Merger Sub) (Merger Agreement originally dated January 16, 2026). Under the agreement, Allegro will merge with and into Merger Sub such that Allegro will become a direct, wholly‑owned subsidiary of SeeQC and Allegro security holders will become security holders of SeeQC.
• On April 22, 2026, Allegro and SeeQC obtained Warrant Support Agreements from holders of approximately 48.5% of Allegro’s outstanding warrants, under which those holders agreed to vote in favor of a proposed amendment to convert each Allegro warrant into the right to receive 0.1 share of SeeQC common stock upon closing (the “Warrant Amendment”) and to oppose alternative proposals or actions that would interfere with the Warrant Amendment.

Key Details

• Merger Agreement date: January 16, 2026; Warrant Support Agreements executed April 22, 2026.
• Supporting Warrant Holders represent ~48.5% of outstanding Allegro warrants.
• Proposed Warrant Amendment: on closing, each Allegro warrant would automatically convert into the right to receive 0.1 share of SeeQC common stock.
• Approval of the Warrant Amendment requires consent of holders of 65% of outstanding Allegro warrants — so additional warrant-holder approval will be needed.

Why It Matters

• The filings formalize a reverse-merger style deal that would make Allegro a wholly‑owned subsidiary of SeeQC and convert Allegro security ownership into SeeQC securities, a key step toward SeeQC becoming publicly traded through this business combination.
• The Warrant Support Agreements show significant but not sufficient warrant-holder backing (48.5% vs. the 65% approval threshold), so the amendment’s success remains contingent on getting further approvals.
• SeeQC expects to file a Form S-4 (including a prospectus and an information statement) with the SEC; those materials will provide transaction terms and risks and will be mailed to Allegro shareholders once the registration statement is declared effective. Investors should read those documents when available.