Allegro Merger Corp. 8-K

What Happened

• Allegro Merger Corp. filed an 8-K on April 1, 2026 confirming a Merger Agreement entered January 16, 2026 with SEEQC, Inc. and SEEQC Merger Sub, Inc. Under the agreement Allegro will merge with and into the Merger Sub and become a direct, wholly‑owned subsidiary of SeeQC; Allegro security holders will become security holders of SeeQC.
• In connection with the merger, Allegro signed subscription agreements to sell shares of Allegro common stock at $5.00 per share in a private investment in public equity (PIPE). The PIPE was originally for approximately $65 million in aggregate gross proceeds, and on March 26, 2026 Allegro entered a further subscription with a new investor for $0.5 million (bringing total PIPE proceeds to about $65.5 million). The Allegro shares sold in the PIPE will convert into SeeQC common stock upon closing of the Merger.

Key Details

• Merger Agreement dated January 16, 2026 between Allegro, SeeQC and Merger Sub.
• PIPE price: $5.00 per share; initial aggregate proceeds ≈ $65 million; additional $0.5 million subscription on March 26, 2026 (total ≈ $65.5 million).
• PIPE shares will convert into SeeQC common stock upon closing of the Merger.
• Closing of the Subscription Agreements is conditioned on (i) substantially concurrent consummation of the Merger and (ii) accuracy of Allegro’s representations and warranties (subject to bring‑down standards). Offerings relied on Section 4(a)(2) of the Securities Act.

Why It Matters

• The filing confirms a binding deal that will combine Allegro with SeeQC and recapitalize via a PIPE — key facts investors need to evaluate ownership changes and potential dilution.
• The PIPE provides committed capital contingent on the merger closing; because the subscriptions and merger are interdependent, investors should watch closing conditions and any subsequent updates about timing, financing, or regulatory approvals.
• Allegro holders should note their shares will convert into SeeQC stock if the transaction closes; PIPE terms and closing conditions could affect post‑transaction ownership and capital structure.