Statement of Changes in Beneficial Ownership (4)
03 February 2023 - 9:01AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Quadro Sponsor LLC |
2. Issuer Name and Ticker or Trading Symbol
Kismet Acquisition Two Corp.
[
KAII
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
228 PARK AVENUE S. SUITE 89898 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/31/2023 |
(Street)
NEW YORK, DE 10003
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Ordinary Shares | 1/31/2023 | | C(1) | | 6250000 (1) | A | (1) | 6250000 (1) | D (2) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B Ordinary Shares | (1) | 1/31/2023 | | C (1) | | | 6250000 (1) | (1) | (1) | Class A Ordinary Shares | 6250000 | (1) | 0 | D (2) | |
Explanation of Responses: |
(1) | The Class B ordinary shares, par value $0.001 per share, of the issuer ("Class B Ordinary Shares") have no expiration date and are convertible into an equal number of Class A ordinary shares, par value $0.001 per share, of the issuer at any time, at the option of the holder. On January 26, 2023, the reporting person elected to convert all of its Class B Ordinary Shares into Class A Ordinary Shares. |
(2) | Quadro Sponsor LLC (the "Sponsor") is the record holder of the securities reported herein. Dimitri Elkin and Giedrius Pukas control the managing members of the Sponsor, and as such may be deemed to share beneficial ownership over the securities held by the Sponsor. Each of Messrs. Elkin and Pukas disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Quadro Sponsor LLC 228 PARK AVENUE S. SUITE 89898 NEW YORK, DE 10003 |
| X |
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Elkin Dimitri 228 PARK AVENUE S. SUITE 89898 NEW YORK, NY 10003 |
| X | Chief Executive Officer |
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Pukas Giedrius 228 PARK AVENUE S. SUITE 89898 NEW YORK,, NY 10003 |
| X |
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Signatures
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Quadro Sponsor LLC By Twelve Seas Management Company LLC, a Managing Member By: /s/ Dimitri Elkin, Managing Member of Twelve Seas Management Company LLC | | 2/2/2023 |
**Signature of Reporting Person | Date |
By Quadro IH DMCC, a Managing Member By: /s/ Giedrius Pukas, Director of Quadro IH DMCC | | 2/2/2023 |
**Signature of Reporting Person | Date |
/s/ Dimitri Elkin Dimitri Elkin | | 2/2/2023 |
**Signature of Reporting Person | Date |
/s/ Giedrius Pukas Giedrius Pukas | | 2/2/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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