January 16, 2026 -- SEEQC, Inc. (“SEEQC” or the “Company”), a developer and manufacturer of scalable, energy efficient digital chips for quantum computing systems, today announced that it has entered into a definitive merger agreement with Allegro Merger Corp. (“Allegro”), an SEC reporting company.

Under the terms of the merger agreement, and subject to the satisfaction of the conditions set forth therein, SEEQC will form a wholly owned subsidiary, which will merge with and into Allegro, with Allegro surviving the merger as a wholly owned subsidiary of SEEQC. In connection with the execution of the merger agreement, the Company and Allegro entered into subscription agreements for the sale of approximately $65 million of common stock of Allegro (the “PIPE transaction” and together with the merger, the “transactions”). Upon completion of the merger, all outstanding shares of common stock of Allegro, including those to be sold in the PIPE transaction, will be canceled and exchanged for the right to receive shares of SEEQC’s common stock. The transaction values SEEQC at approximately $1 billion.

SEEQC develops and manufactures digital, chip-based solutions that integrate control, readout, and classical processing functions directly on-chip integrated with quantum processors (QPUs) for quantum computing system developers. By colocating these functions with qubits at milliKelvin temperature, SEEQC’s architecture reduces reliance on room-temperature electronics and supports low-latency, efficient data throughput quantum computing operations. SEEQC’s chip-based architecture is designed to operate across multiple qubit modalities, including superconducting, spin silicon, and other quantum technologies.

The Company’s technology has been deployed in research and system-integration collaborations with government agencies, academic institutions, and industry partners, including work with IBM under the U.S. Department of Defense’s DARPA Quantum Benchmarking Initiative, as well as previously disclosed collaborations with NVIDIA, Booz Allen Hamilton, and Rigetti – among others.

Additional information regarding the proposed transactions, including their closing conditions, will be included in a Current Report on Form 8-K to be filed by Allegro with the Securities and Exchange Commission.

The Board of Directors of SEEQC and Allegro have unanimously approved the transactions. The transactions are anticipated to close in the second quarter of 2026, subject to the satisfaction of customary closing conditions, including regulatory and shareholder approvals.

Advisors

Centerview Partners LLC is serving as financial advisor to SEEQC, and BTIG, LLC is serving as capital markets advisor to SEEQC and sole placement agent on the PIPE transaction. DLA Piper LLP (US) and Perkins Coie LLP are serving as legal advisors to SEEQC. Graubard Miller is serving as legal advisor to Allegro. Ellenoff Grossman & Schole LLP is serving as legal counsel to the placement agent, BTIG, LLC.