Allegro Merger Corp. 8K

Allegro Merger Corp. and SeeQC, Inc. mutually terminated their planned merger, exchanged broad releases, and agreed to contingent expense reimbursement and equity issuance to Allegro upon future SeeQC liquidity or financing events.

On August 25, 2026, Allegro Merger Corp., certain Allegro stockholders, SeeQC, Inc. and its wholly owned subsidiary SEEQC Merger Sub, Inc. entered into a Settlement, Termination and Release Agreement under which they mutually terminated the January 16, 2026 Agreement and Plan of Merger and all related transaction documents, abandoned the previously planned merger transaction, and agreed that no provisions of the Merger Agreement would survive. The parties provided broad mutual releases and covenants not to sue with respect to any claims relating to the merger, PIPE documents, and related transactions, subject only to rights to enforce this agreement and the NDA. Allegro agreed to indemnify SeeQC and its affiliates against third‑party claims arising from the terminated merger and related documents, and the parties established a holdback mechanism allowing SeeQC to withhold a portion of settlement consideration if such claims are pending. The NDA between Allegro and SeeQC was amended to extend its term to four years, and the parties agreed to non‑disparagement obligations. As a contingent settlement consideration, if certain future “Trigger Events” occur (including a change of control of SeeQC, a public offering, a significant capital raise, or a SPAC or similar transaction), SeeQC will reimburse Allegro up to $2 million of documented third‑party transaction expenses (with an option for SeeQC to reduce this to $1.5 million) and issue Allegro shares of SeeQC common stock valued at $6 million, or at SeeQC’s option $6.5 million if the cash reimbursement is reduced, all based on a $1.3 billion pre‑money valuation and subject to lockup expirations and potential holdbacks.

Filing Facts

CIK

1720025

Ticker

-

Form

8K

Source Type

sec

Accession

0001213900-26-094696

Alert Tier

8