UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 26, 2026 (January 1916, 2026)

Allegro Merger Corp.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-38581

82-2425125

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

777 Third Avenue, 37th Floor, New York, New York		10017
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 319-7676

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4 1.01. ~~Changes~~Entry inInto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

OnAs previously reported, on January 1916, 2026, Allegro Merger Corp., a Delaware corporation (~~the~~ “~~Company~~Allegro”), ~~engaged~~entered ~~HTL~~into ~~International,~~an ~~LLC~~Agreement and Plan of Merger (“~~HTL~~Merger Agreement”) aswith ~~its~~SEEQC, ~~principal~~Inc., ~~accountant~~a toDelaware ~~review~~corporation (the “Company’s” ~~financial~~or ~~statements~~“SeeQC”), ~~for~~and ~~the~~SEEQC ~~years~~Merger ~~ended~~Sub, ~~December 31~~Inc., a ~~2025~~Delaware corporation and ~~2024~~a wholly-owned subsidiary of SeeQC (“Merger Sub”). ~~HTL~~Pursuant ~~replaced~~to the Merger Agreement, Allegro ~~Hudgens~~will ~~CPA~~merge with and into Merger Sub, ~~PLLC~~with Allegro surviving the merger (the “~~Hudgens~~Merger”),. ~~who~~As ~~was~~a ~~dismissed~~result asof the ~~Company’s~~Merger, ~~principal~~Allegro will ~~accountant~~become ona direct, wholly-owned subsidiary of SeeQC and the ~~same~~security ~~date~~holders of Allegro will become security holders of SeeQC. ~~The~~Capitalized ~~decision~~terms toused ~~change~~herein ~~principal~~and ~~accountants~~not ~~was~~otherwise ~~approved~~defined byshall have the ~~Company~~meanings ascribed to them in Allegro’s ~~audit~~Current ~~committee~~Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2026.

~~Hudgens’~~In ~~report~~connection onwith the ~~financial~~execution ~~statements for~~of the ~~past~~Merger Agreement, ~~two~~Allegro ~~fiscal~~entered ~~years~~into subscription agreements (~~December~~“Subscription 31Agreements”) with certain accredited investors (collectively, ~~2024~~the “Investors”), pursuant to which Allegro will, substantially concurrently with, and ~~2023)~~contingent ~~contained~~upon, the anconsummation ~~explanatory~~of ~~paragraph~~the ~~relating~~Merger, issue shares of Allegro Common Stock to the ~~Company’s~~Investors ~~ability~~at a price of $5.00 per share, for aggregate gross proceeds to ~~continue~~Allegro asof aapproximately ~~going~~$65 ~~concern~~million. asThe ~~described~~shares inof ~~the~~Allegro ~~notes~~Common toStock ~~the~~sold ~~Company’s~~in ~~consolidated~~the ~~financial~~PIPE ~~statements~~will ~~for~~be ~~each~~converted ~~such~~into ~~fiscal~~shares of ~~years.~~SeeQC ~~Hudgens’~~Common ~~report~~Stock ~~for~~in connection with the ~~past~~Merger. ~~two~~The ~~fiscal~~closing ~~years~~of ~~did~~the ~~not~~Subscription ~~otherwise~~Agreements ~~contain~~is anconditioned ~~adverse~~upon, ~~opinion~~among orother athings, (i) the ~~disclaimer~~substantially concurrent consummation of ~~opinion~~the Merger and ~~was~~ ~~not~~(ii) the ~~otherwise~~accuracy ~~qualified~~of orall ~~modified~~representations asand towarranties ~~uncertainty,~~of ~~audit~~Allegro in ~~scope,~~the orSubscription ~~accounting~~Agreements ~~principles~~(subject to certain bring-down standards).

~~During~~On ~~the~~March ~~Company’s two most recent fiscal years and the subsequent interim period preceding the change in principal accountants~~26, ~~the Company did not have any disagreements with Hudgens on any matter of accounting principles or practices~~2026, ~~financial~~Allegro ~~statement~~entered ~~disclosure,~~into oran ~~auditing scope or procedure, which disagreement,~~additional ifSubscription ~~not~~Agreement ~~resolved~~with toa ~~the~~new ~~satisfaction~~accredited ofinvestor ~~Hudgens, would have caused it to make reference to~~ (the ~~subject matter of the disagreement in connection with its report. No~~ “~~reportable~~New ~~events~~Investor” ~~(as described in Item 304(a~~)~~(1)(v)~~ ofpursuant ~~Regulation~~to ~~S-K)~~which ~~occurred~~Allegro ~~within~~will, ~~the Company’s~~substantially ~~two~~concurrently ~~most~~with, ~~recent~~and ~~fiscal~~contingent ~~years~~upon, ~~or during~~ the ~~subsequent~~consummation ~~interim~~of ~~period preceding~~ the ~~change~~Merger, inissue ~~principal~~shares ~~accountants.~~of ~~Notwithstanding~~Allegro ~~the foregoing,~~Common ~~the~~Stock ~~Company communicated~~ to ~~Hudgens~~the ~~that~~New itInvestor ~~has~~at ~~material weaknesses in internal controls over financial reporting as describe~~a inprice ~~Item 9A~~ of ~~the~~$5.00 ~~Company’s~~per ~~Annual~~share, ~~Report on Form 10-K~~ for ~~the~~aggregate ~~fiscal~~gross ~~year~~proceeds ~~ended~~to ~~December~~Allegro ~~31,~~of ~~2024~~$0.5 million.

~~During~~The ~~the~~shares ~~Company’s~~of ~~two~~Allegro ~~most~~Common ~~recent~~Stock ~~fiscal years~~were offered and ~~the~~will ~~subsequent~~be ~~interim~~sold ~~period preceding the change in principal accountants, the Company did not consult HTL regarding: either the application of accounting principles~~ to ~~a specified transaction, either completed or proposed, or~~ the ~~type~~New ofInvestor ~~audit~~in ~~opinion~~reliance ~~that might be rendered~~ on the ~~Company’s~~exemption ~~financial~~from ~~statements;~~registration ~~or any matter that was either the subject of a disagreement (as described above)~~provided orby aSection ~~“reportable event”~~ 4(~~as described in Item 304(~~a)(12)~~(v)~~ of ~~Regulation~~the ~~S-K)~~Securities Act.

The ~~Company~~foregoing ~~provided~~summary ~~Hudgens with a copy~~ of the ~~disclosures~~ ~~made~~Subscription ~~pursuant~~Agreements is toqualified ~~this~~in ~~Item~~its ~~4.01~~entirety ~~prior~~by reference to the ~~filing~~text of ~~this Current Report, and on several occasions requested Hudgens to furnish a letter addressed to~~ the ~~Commission,~~form ~~stating~~of ~~whether~~Subscription ~~it agrees with such disclosures~~Agreement, ~~and,~~which ifis ~~not,~~attached ~~stating~~as ~~the~~Exhibit ~~respects~~10.1 ~~in which~~hereto itand ~~does~~is ~~not~~incorporated ~~agree.~~herein ~~Despite such attempts~~ by ~~the Company, Hudgens never replied in any way to the Company~~reference.

1Item 3.02 Unregistered Sales of Equity Securities

~~SIGNATURE~~The information set forth in Item 1.01 under the heading “Subscription Agreements” is incorporated by reference herein.

~~Pursuant~~Additional toInformation ~~the~~and ~~requirements~~Where ofTo ~~the~~Find ~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~It

Dated: January 23, 2026	ALLEGRO MERGER CORP.
	By:	/s/ Eric S. Rosenfeld
		Eric S. Rosenfeld
		Chief Executive Officer

In connection with the Merger, SeeQC intends to file with the SEC a registration statement on Form S-4, which will include a prospectus with respect to the securities to be issued in connection with the Merger (the “prospectus”), as well as other relevant documents concerning the transactions. The registration statement is also expected to include an information statement with respect to the approval of the transactions by the Allegro stockholders. After the registration statement is declared effective by the SEC, the prospectus and information statement included in the registration statement will be mailed to Allegro shareholders. INVESTORS AND SHAREHOLDERS OF ALLEGRO ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROSPECTUS AND INFORMATION STATEMENT WHEN THEY BECOME AVAILABLE, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain a free copy of the prospectus and information statement, as well as other filings containing information about SeeQC and Allegro, without charge, once available, at the SEC’s website, http://www.sec.gov.

No Offer or Solicitation

This report shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Transactions. This report shall also not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements herein and the documents incorporated herein by reference may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to, statements with respect to the expectations, hopes, beliefs, intentions, plans, prospects, financial results of strategies regarding Allegro, SeeQC, the Transactions and statements regarding the anticipated benefits and timing of the completion of the Transactions, the upside potential and opportunity for investors, regulatory conditions, future financial condition and performance and expected financial impacts of the Transactions, the satisfaction of closing conditions to the Merger and the PIPE, and SeeQC’s and Allegro’s expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions, include, but are not limited to:

●

the risk that the Transactions may not be completed in a timely manner or at all;

●

the failure by the parties to satisfy the conditions to the consummation of the PIPE and the Merger, including shareholder approvals;

●

the failure to realize the anticipated benefits of the Transactions;

●

the outcome of any potential legal proceedings that may be instituted against SeeQC, Allegro, or others following announcement of the Transactions;

●

the failure of SeeQC to obtain or maintain the listing of its securities on any stock exchange on which the securities of SeeQC will be listed after closing of the Merger;

●

costs related to the Transactions and as a result of SeeQC becoming a public company;

●

technological developments and changes in business, market, financial, political and regulatory conditions;

●

the risk that after consummation of the Merger, SeeQC could experience difficulties managing its growth and expanding operations;

●

challenges in implementing SeeQC’s business plan due to operational challenges, significant competition, regulatory changes or other factors;

●

those risk factors discussed in documents of SeeQC and/or Allegro filed, or to be filed, with the SEC.

The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Allegro’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and the prospectus that will be filed by SeeQC, and other documents filed or to be filed by SeeQC and Allegro from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that none of SeeQC or Allegro presently know or currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation, or intends, to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of the parties or any of their representatives gives any assurance that SeeQC or Allegro will achieve its expectations.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
10.1*+		Form of Subscription Agreement.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

*	Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Allegro will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon request.
+	Incorporated by reference to Exhibit 10.1 to Allegro’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2026.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 1, 2026	ALLEGRO MERGER CORP.

	By:	/s/ Eric S. Rosenfeld
		Eric S. Rosenfeld
		Chief Executive Officer

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