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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 (Date of earliest event reported): January 31, 2023

 

Kismet Acquisition Two 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)   (I.R.S. Employer
Identification No.)

 

850 Library Avenue, Suite 204

Newark, Delaware

   19715
(Address of principal executive offices)   (Zip Code)

 

(323) 667-3211
(Registrant’s telephone number, including area code)

 

228 Park Avenue S.

Suite 89898

New York, NY 10003
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K 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   KAIIU   The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.001 per share   KAII   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   KAIIW   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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 3.02 Unregistered Sales of Equity Securities.

 

On January 31, 2023, Kismet Acquisition Two Corp. (the “Company”) issued an aggregate of 6,250,000 Class A ordinary shares, par value $0.001 per share (“Class A Ordinary Shares”) to Quadro Sponsor LLC, the sponsor of the Company (the “Sponsor”), upon the conversion of an equal number of Class B ordinary shares, par value $0.001 per share (“Class B Ordinary Shares”) held by the Sponsor (the “Conversion”). The 6,250,000 Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering. Following the Conversion, there are 29,250,000 Class A Ordinary Shares issued and outstanding and no Class B Ordinary Shares issued and outstanding. As a result of the Conversion, the Sponsor holds 21.4% of the outstanding Class A Ordinary Shares.

 

The issuance of the Class A Ordinary Shares upon the Conversion has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.

 

Item 7.01 Regulation FD Disclosure.

 

The disclosure set forth above in Item 3.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.

 

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SIGNATURE

 

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.

 

  KISMET ACQUISITION TWO CORP.
     
Date: February 6, 2023 By: /s/ Dimitri Elkin
    Name:  Dimitri Elkin
    Title: Chief Executive Officer

 

 

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