KAII Kismet Acquisition Two Corporation

SCHEDULE 13D

CUSIP No.: G52807 107

CUSIP No.: G52807 107

CUSIP No.: G52807 107

CUSIP No.: G52807 107

SCHEDULE 13D/A

EXPLANATORY NOTE

This Amendment No. 1 to Schedule 13D (this “Schedule 13D/A”) is being filed on behalf of the Reporting Persons (as defined below) for the sole purpose of updating the ownership percentages of the Reporting Persons reported in the Schedule 13D filed by the Reporting Persons with the SEC on July 11, 2022 (the “Schedule 13D”) as a result of the redemption of 20,451,847 Class A Ordinary Shares, as reported in the Current Report on Form 8-K filed by the Issuer (as defined below) on February 24, 2023. This Schedule 13D/A also reflects (i) the Founder Conversion (as defined below), as reported in the Current Report on Form 8-K filed by the Issuer on February 6, 2023, and (ii) an update of the amount drawn down under the Note (as defined in Item 6).

This Schedule 13D/A is being filed to report amendments to the Schedule 13D as specifically set forth herein. Unless otherwise indicated herein, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Schedule 13D.

Item 1. Security and Issuer

This Schedule 13D/A is being filed by the undersigned, pursuant to §240.13d-1(a), with respect to the Class A ordinary shares, par value $0.001 per share (“Class A Ordinary Shares”) of Quadro Acquisition One Corp (f/k/a Kismet Acquisition Two Corp.) (the “Issuer”), whose principal executive offices are located at 850 Library Avenue, Suite 204, Newark, Delaware 19715.

Item 2. Identity and Background

Quadro Sponsor LLC (the “Sponsor”);

Quadro IH DMCC, a managing member of the Sponsor (“Quadro IH”);

Twelve Seas Management Company LLC, a managing member of the Sponsor (“Twelve Seas”);

Giedrius Pukas, the director of Quadro IH; and

Dimitri Elkin, the managing member of Twelve Seas; (collectively, the “Reporting Persons”).

The Sponsor directly holds the securities of the Issuer that are reported herein. Quadro IH and Twelve Seas are the two managing members of the Sponsor and may therefore be deemed to be the beneficial owners of the securities held by the Sponsor and to have shared voting and dispositive control over such securities. Messrs. Elkin and Pukas each has control over the voting and investment decisions made by Twelve Seas and Quadro IH, respectively, and as such may be deemed to have beneficial ownership over the securities reported herein. The Reporting Persons are filing this statement jointly, in accordance with Rule 13d-1(k) under the Act.

All disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

(b) The business address of the Sponsor is 228 Park Avenue S., Suite 89898, New York, NY 10003. The business address of Quadro IH is DMCC Business Centre, 3029, Dubai, UAE. The business address of Twelve Seas is 228 Park Avenue S., Suite 89898, New York, NY 10003. The business address of Mr. Elkin is 2685 Nottingham Avenue, Los Angeles, CA 90027. The business address of Mr. Pukas is DMCC Business Centre, 3029, Dubai, UAE.

(c) The Sponsor’s principal business is to act as the Issuer’s sponsor. The principal business of Quadro IH is to management of Mr. Pukas’s personal investments, including private equity and special situation balance sheet investments. The principal business of Twelve Seas is investment management. Mr. Pukas’ primary occupation is the director of Quadro IH. Mr. Elkin’s primary occupation is the CEO of the Issuer.

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Sponsor is a Delaware limited liability company. Quadro IH is a company registered in the DMCC in the UAE. Twelve Seas is a limited liability company formed under the laws of Delaware. Mr. Pukas is a citizen of Lithuania. Mr. Elkin is a citizen of the USA.

Item 3. Source and Amount of Funds or Other Consideration

The responses to Item 4 and Item 6 of this Schedule 13D/A are incorporated by reference herein.

On June 15, 2022, Kismet Sponsor Limited, the former sponsor of the Issuer (the “Former Sponsor”), transferred its 6,250,000 Class B Ordinary Shares (as defined below) and 4,400,000 Private Placement Warrants (as defined below) to the Sponsor for no consideration.

Item 4. Purpose of Transaction

Shortly after the incorporation of the Issuer, on September 21, 2020, the Former Sponsor subscribed for 4,812,500 Class B ordinary shares, par value $0.001 per share (“Class B Ordinary Shares”), for a total consideration of $25,000. On January 25, 2021, the Issuer effected a dividend, resulting in the Former Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares.  Simultaneously with the closing of the Issuer’s initial public offering (the “IPO”), the Former Sponsor purchased 4,400,000 private placement warrants of the Issuer, each exercisable to purchase one Class A Ordinary Share, subject to adjustment, at a price of $1.50 per warrant (“Private Placement Warrants”) for a total consideration of $6,600,000.

On June 15, 2022, the Former Sponsor transferred to the Sponsor, 6,250,000 Class B ordinary shares of the Company and 4,400,000 warrants to purchase Class A ordinary shares of the Company held by the Former Sponsor.

On June 30, 2022, the Former Sponsor transferred all the membership interests of the Sponsor to Quadro IH (the “Sponsor Transaction”). In connection with the Sponsor Transaction, Twelve Seas and Quadro IH were appointed as the managing members of the New Sponsor.

Effective on June 30, 2022, Ivan Tavrin resigned from all officer and director positions of the Issuer, and Dimitri Elkin was appointed as the Chief Executive Officer of the Issuer and Clifford Tompsett, a member of the Issuer’s board of directors (the “Board”) was appointed as the Chairman of the Board by the Board.

On January 31, 2023, the Sponsor elected to convert on a one-for-one basis the 6,250,000 Class B Ordinary Shares into 6,250,000 Class A Ordinary Shares (the “Founder Conversion”). The 6,250,000 Class A Ordinary Shares issued to the Sponsor in connection with the Founder Conversion (“Founder Shares”) are subject to the same registration rights and restrictions as the Class B Ordinary Shares before the Founder Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a business combination as described in the prospectus for the Issuer’s initial public offering.

The Founder Shares and Private Placement Warrants owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of securities of the Issuer from time to time and, subject to certain restrictions, may dispose of any or all of the securities of the Issuer held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, the Founder Shares and the Private Placement Warrants are subject to certain lock-up restrictions as further described in Item 6 below.

Following the completion of the Issuer’s initial business combination and upon the expiration of any applicable lock up period and subject to applicable rules and regulations, the Private Placement Warrants and the Founder Shares held by the Sponsor will be distributed according to the Limited Liability Company Agreement of the Sponsor.

Except as reported herein, the Sponsor has no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D.

With respect to paragraph (b) of Item 4 of Schedule 13D, the Issuer is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities. Pursuant to certain agreements as further described in Item 6 below, the Sponsor has agreed (A) to vote its shares in favor of any proposed business combination the Issuer seeks shareholder approval of and (B) not to redeem any shares in connection with a shareholder vote to approve a proposed initial business combination.

Item 5. Interest in Securities of the Issuer

(a) Items 7-11 of the cover pages of this Schedule 13D/A are incorporated herein by reference. As of the date hereof, the Reporting Persons may be deemed to beneficially own 6,250,000 Class A Ordinary Shares, representing 71.04% of the total of the Issuer’s issued and outstanding Class A Ordinary Shares. This amount excludes the 4,400,000 Class A Ordinary Shares underlying the Private Placement Warrants that are not exercisable until 30 days after completion of the Issuer’s initial business combination.

The foregoing beneficial ownership percentage is based on a total of 2,548,153 Class A Ordinary Shares. There are no Class B Ordinary Shares issued and outstanding.

(b) Items 7-11 of the cover pages of this Schedule 13D are incorporated herein by reference. The Reporting Persons have shared voting power and shared dispositive power with regard to the 6,250,000 Class A Ordinary Shares reported in this Schedule 13D/A.

(c) None of the Reporting Persons has effected any transaction in the Ordinary Shares during the past sixty days, except as described in Item 4 and Item 6 of this Schedule 13D/A, which information is incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.  

The response to Item 4 of this Schedule 13D/A is incorporated by reference herein.

On February 17, 2021, in connection with the IPO, the Issuer, the Former Sponsor and certain other securityholders of the Issuer named therein entered into a registration rights agreement (the “Registration Rights Agreement”). The Registration Rights Agreement provides for customary demand and piggy-back registration rights for the Sponsor.

On February 17, 2021, in connection with the IPO, the Issuer and the Former Sponsor entered into a letter agreement (the “Letter Agreement”). Pursuant to the Letter Agreement, the Former Sponsor agreed to vote any Ordinary Shares held by it in favor of the Issuer’s initial business combination; to facilitate the liquidation and winding up of the Issuer if an initial business combination is not consummated within the time period set forth in the Issuer’s amended and restated memorandum and articles of association, as amended; to certain transfer restrictions with respect to the Issuer’s securities; and to certain indemnification obligations of the Former Sponsor.

On May 25, 2022, the Issuer issued a promissory note (the “Note”) to the Former Sponsor in the amount of $400,000, to be used for working capital purposes.

In connection with the Sponsor Transaction, the Former Sponsor assigned to the Sponsor all of its rights and obligations under the Letter Agreement, the Registration Rights Agreement and the Note. As of September 30, 2022, $319,000 has been drawn down under the Note.

Item 7. Material to be Filed as Exhibits.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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