Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal
Year
On February 20, 2023, Quadro Acquisition One Corp. (f/k/a Kismet Acquisition Two
Corp.) (the "Company") held its extraordinary general meeting of shareholders
(the "EGM"). At the EGM, the Extension Amendment Proposal (as defined below) and
the Name Change Proposal (as defined below) to amend the Company's Amended and
Restated Memorandum and Articles of Association ("Charter Amendment") was
approved. Under Cayman Islands law, the Charter Amendment took effect upon
approval of the Extension Amendment Proposal and the Name Change Proposal. The
Company plans to file the Charter Amendment with the Cayman Islands General
Registry within 15 days of the EGM. The terms of the Charter Amendment are set
forth in the Company's definitive proxy statement filed with the Securities and
Exchange Commission on January 31, 2023.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the EGM, the Company's shareholders were presented with proposals to amend
the Company's Amended and Restated Memorandum and Articles of Association (i) to
give the Company's board of directors ("Board") the right to extend the date by
which the Company must consummate an initial business combination ("Termination
Date") from February 22, 2023 (the "Original Termination Date") to April 22,
2023 and to allow the Board, without another shareholder vote, to elect to
extend the Termination Date on a monthly basis up to seven (7) times for an
additional one (1) month each time, until November 22, 2023, or for a total of
up to nine (9) months after the Original Termination Date (or such earlier date
as determined by the Board) by (the "Extension Amendment Proposal"); and (ii) to
change the Company's name from "Kismet Acquisition Two Corp." to "Quadro
Acquisition One Corp." (the "Name Change Proposal").
Set forth below are the final voting results for each of the Extension Amendment
Proposal and the Name Change Proposal. Pursuant to the Company's Amended and
Restated Memorandum and Articles of Association, and as required by Cayman
Islands law, the approval of each of the Extension Amendment Proposal and the
Name Change Proposal requires the affirmative vote of at least two-thirds of the
votes cast by holders of the Company's Class A and Class B ordinary shares (the
"Ordinary Shares"), voting together as a single class, who, being entitled to do
so, vote in person or by proxy at the EGM.
The Extension Amendment Proposal was approved with the following vote from the
holders of Ordinary Shares:
For Against Abstentions Broker Non-Votes
19,080,153 2,465,436 0 0
The Name Change Proposal was approved with the following vote from the holders
of Ordinary Shares:
For Against Abstentions Broker Non-Votes
19,080,153 2,465,436 0 0
In connection with the vote to approve the Extension Amendment Proposal, the
holders of 20,451,847 Class A ordinary shares properly exercised their right to
redeem their shares for cash at a redemption price of approximately $10.20 per
share, for an aggregate redemption amount of approximately $208,524,538.33, in
connection with the Extension Amendment Proposal.
A proposal to adjourn the EGM to a later date was not presented because there
were enough votes to approve the Extension Amendment Proposal and the Name
Change Proposal.
In connection with the approval and implementation of the Name Change Proposal,
the Company's Class A ordinary shares, units and warrants will be quoted on
Nasdaq Stock Market under the symbols "QDRO," "QDROU" and "QDROW," respectively,
effective as of market open on Monday, February 27, 2023.
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