Form 425 - Prospectuses and communications, business combinations
24 May 2024 - 1:49AM
Edgar (US Regulatory)
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.
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 |
2
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