Termination of Material Agreement (Form 8-K)

Item 1.02. Termination of Material Definitive Agreement.

As previously reported, on January 16, 2026, SeeQC, Inc., a Delaware corporation (the "Company" or "SeeQC"), entered into an Agreement and Plan of Merger ("Merger Agreement") with Allegro Merger Corp., a Delaware corporation ("Allegro"), and SEEQC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of SeeQC ("Merger Sub"). The Merger Agreement had contemplated that Merger Sub would merge with and into Allegro, with Allegro surviving the merger as a wholly owned subsidiary of SeeQC (the "Merger"). Pursuant to the Merger Agreement, Allegro would have become a direct, wholly-owned subsidiary of SeeQC, and the security holders of Allegro would have become security holders of SeeQC. The Merger Agreement also provided that either SeeQC or Allegro could have terminated the Merger Agreement and abandoned the transactions contemplated therein if such transactions had not closed by October 31, 2026 (the "Outside Date").

Effective as of August 25, 2026, SeeQC, Allegro, and Merger Sub mutually agreed to terminate the Merger Agreement, pursuant to a Settlement, Termination and Release Agreement (the "Termination Agreement"). Entry into the Termination Agreement enables SeeQC to pursue a transaction, other than the Merger, prior to the Outside Date.

Pursuant to the Termination Agreement, if SeeQC consummates a "Trigger Event" (as defined in the Termination Agreement, and generally covering certain equity financing and business combination transactions), SeeQC will pay to Allegro up to $2 million of documented, reasonable third-party transaction expenses actually incurred by Allegro and issue to Allegro an amount of shares of SeeQC common stock equal to $6 million in the aggregate based on a $1.3 billion pre-money valuation of SeeQC.

Under the Termination Agreement, the SeeQC parties and the Allegro parties released all claims against each other and certain associated persons, subject to certain retained claims as provided in the Termination Agreement. The Termination Agreement also includes certain indemnification obligations on the part of Allegro.

The foregoing description of the Termination Agreement is qualified in its entirety by reference to the full text of such agreement which is filed hereto and which is incorporated herein by reference.