Allegro Merger Corp. Terminates Merger Agreement with SeeQC

What Happened
Allegro Merger Corp. filed an 8-K on Aug. 28, 2026 reporting that Allegro, SeeQC, Inc. and SEEQC Merger Sub mutually agreed to terminate the Agreement and Plan of Merger (originally signed Jan. 16, 2026). The termination became effective Aug. 25, 2026 pursuant to a Settlement, Termination and Release Agreement (the “Termination Agreement”), allowing the parties to pursue other transactions before the original outside date of Oct. 31, 2026.

Key Details

• The original Merger would have made Allegro a wholly owned subsidiary of SeeQC; that transaction has been terminated.
• Under the Termination Agreement, if SeeQC completes a defined “Trigger Event” (generally certain equity financings or business combinations), SeeQC will: (a) reimburse Allegro up to $2.0 million for documented, reasonable third‑party transaction expenses actually incurred by Allegro, and (b) issue Allegro an aggregate amount of SeeQC common stock valued at $6.0 million based on a $1.3 billion pre‑money valuation.
• The parties exchanged mutual releases of claims (with certain retained claims carved out) and the agreement includes specified indemnification obligations on Allegro.
• The Termination Agreement is filed as Exhibit 10.1 to the Form 8‑K.

Why It Matters
For Allegro security holders, the terminated merger means they will not automatically become SeeQC shareholders as previously contemplated. The termination does provide potential financial compensation to Allegro (reimbursement and equity, contingent on a future Trigger Event by SeeQC), and removes the merger as a near‑term outcome while preserving other transaction opportunities before the original outside date. Investors should note the contingency-based nature of the payments and equity issuance and review the filed Termination Agreement (Exhibit 10.1) for full terms.