0001213900-24-046144.txt : 20240523 0001213900-24-046144.hdr.sgml : 20240523 20240523114940 ACCESSION NUMBER: 0001213900-24-046144 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240523 DATE AS OF CHANGE: 20240523 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Quadro Acquisition One Corp. CENTRAL INDEX KEY: 0001825962 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40077 FILM NUMBER: 24976249 BUSINESS ADDRESS: STREET 1: 2685 NOTTINGHAM AVENUE CITY: LOS ANGELES STATE: CA ZIP: 90027 BUSINESS PHONE: 302-738-6680 MAIL ADDRESS: STREET 1: 2685 NOTTINGHAM AVENUE CITY: LOS ANGELES STATE: CA ZIP: 90027 FORMER COMPANY: FORMER CONFORMED NAME: Kismet Acquisition Two Corp. DATE OF NAME CHANGE: 20200924 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Quadro Acquisition One Corp. CENTRAL INDEX KEY: 0001825962 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 2685 NOTTINGHAM AVENUE CITY: LOS ANGELES STATE: CA ZIP: 90027 BUSINESS PHONE: 302-738-6680 MAIL ADDRESS: STREET 1: 2685 NOTTINGHAM AVENUE CITY: LOS ANGELES STATE: CA ZIP: 90027 FORMER COMPANY: FORMER CONFORMED NAME: Kismet Acquisition Two Corp. DATE OF NAME CHANGE: 20200924 425 1 ea0206707-8k425_qua1.htm CURRENT REPORT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report: May 22, 2024

 

Quadro Acquisition One Corp.
(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-40077   N/A
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

850 Library Avenue, Suite 204, Newark, Delaware   19715
(Address of principal executive offices)   (Zip Code)

 

(917) 361-1177
(Registrant’s telephone number, including area code)

 

 
(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:

 

☒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:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share and one-third of one Redeemable Warrant   QDROU   The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.001 per share   QDRO   The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50, subject to adjustment   QDROW   The Nasdaq Stock Market LLC

 

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

 

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 8.01 Other Events.

 

On May 22, 2024, Quadro Acquisition One Corp. (the “Company”) issued a press release announcing that because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association (the “Amended Articles”), the Company intends to dissolve and liquidate in accordance with the provisions of the Amended Articles and will redeem all of the outstanding Class A ordinary shares that were included in the units issued in its initial public offering (the “Public Shares”), at an anticipated per-share redemption price of approximately $10.96.

 

The Public Shares will be deemed cancelled and will represent only the right to receive the redemption amount.

 

In order to provide for the disbursement of funds from the trust account, the Company will instruct the trustee of the trust account to take all necessary actions to liquidate the securities held in the trust account. The proceeds of the trust account will be held in a trust operating account at Morgan Stanley Private Bank NA, while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after May 22, 2024.

 

The Company’s sponsor, officers and directors have agreed to waive their redemption rights with respect to their outstanding Class A ordinary shares issued prior to the Company’s initial public offering and owned by Quadro Sponsor LLC. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

 

The Company expects that The Nasdaq Stock Market LLC will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

 

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SIGNATURES

 

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.

 

Date: May 23, 2024 Quadro Acquisition One Corp.
   
  /s/ Dimitri Elkin
  Name:   Dimitri Elkin
  Title: Chief Executive Officer

 

 

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