Material Agreement (Form 8-K)

Item 1.01. Entry Into a Material Definitive Agreement.

As previously reported, on January 16, 2026, Allegro Merger Corp., a Delaware corporation ("Allegro"), entered into an Agreement and Plan of Merger ("Merger Agreement") with SeeQC, Inc., a Delaware corporation (the "Company" or "SeeQC"), and SEEQC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of SeeQC ("Merger Sub"). Pursuant to the Merger Agreement, Allegro will merge with and into Merger Sub, with Allegro surviving the merger (the "Merger"). As a result of the Merger, Allegro will become a direct, wholly-owned subsidiary of SeeQC and the security holders of Allegro will become security holders of SeeQC. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Allegro's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2026.

On April 22, 2026, Allegro and SeeQC entered into agreements (the "Allegro Warrant Support Agreements") with the holders of approximately 48.5% of the outstanding warrants of Allegro (the "Supporting Warrant Holders"). Pursuant to the Allegro Warrant Support Agreements, the Supporting Warrant Holders agreed to vote or cause to be voted all Allegro Warrants beneficially held by them (i) in favor of all proposals necessary to effectuate an amendment to the Allegro Warrants whereby such warrants will, on the Closing, automatically convert into the right to receive one-tenth of one share of SeeQC Common Stock (the "Warrant Amendment"); and (ii) against (x) any proposal or offer from any other person (other than SeeQC or its affiliates) with respect to an alternative amendment to the Allegro Warrants; and (y) any action, proposal, transaction, or agreement that could reasonably be expected to materially impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Warrant Amendment or the fulfillment of Allegro's obligations under the Warrant Amendment. Pursuant to the agreement governing the Allegro Warrants, approval by 65% of the outstanding Allegro Warrants is required to effectuate the Warrant Amendment.

The foregoing summary of the Allegro Warrant Support Agreements is qualified in its entirety by reference to the text of such agreements, the form of which is attached as Exhibit 10.1 and is incorporated herein by reference.

Additional Information and Where To Find It

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.