KAII / Kismet Acquisition Two Corp - Class A - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Other Events

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 Ident

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

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 Ident

Termination of a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): May 3, 2024 (April 29, 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 incorpora

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): May 3, 2024 (April 29, 2024)

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): May 3, 2024 (April 29, 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 incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Insider Trading Policy

Exhibit 19.1 QUADRO ACQUISITION ONE CORP. INSIDER TRADING POLICY 1. PURPOSE This Insider Trading Policy (this “Policy”) states the policy with respect to transactions in the securities of Quadro Acquisition One Corp. (the “Company”), and the handling of confidential information about the Company and other companies with which the Company does business. The Company’s Board of Directors has adopted

Code of Ethics

Exhibit 14.1 KISMET ACQUISITION TWO CORP. CODE OF ETHICS 1. Introduction The Board of Directors (the “Board”) of Kismet Acquisition Two Corp. has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all directors, officers and employees of, and consultants and advisors to, the Company (as defined below), to: ● promote honest and ethical co

Clawback Policy

Exhibit 97.1 QUADRO ACQUISITION ONE CORP. CLAWBACK POLICY A. OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market LLC (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Quadro Acquisition One Corp. (the “Company”) has adopted this Policy (the “Policy”

Description of Securities of Quadro Acquisition One Corp.

Exhibit 4.1 DESCRIPTION OF SECURITIES The following summary of the material terms of our securities as of December 31, 2023 is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our second amended and restated memorandum and articles of association incorporated by reference as an exhibit to this report, and applica

Amendment to Second Amended and Restated Memorandum and Articles of Association

Exhibit 3.2 Quadro Acquisition One Corp. Registered Company Number: 366127 (Company) Director’s Certificate I, the undersigned, being a director of the Company, hereby CERTIFY that the following resolutions were duly passed at an extraordinary general meeting of shareholders of the Company held at 1:00 p.m., Eastern Time, on 20 November 2023 at the offices of Ellenoff Grossman & Schole LLP located

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 ☐ TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40077 QUADRO ACQUISITION O

Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER FORM 12b-25 001-40077 NOTIFICATION OF LATE FILING CUSIP NUMBER G52807107 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): February 26, 2024 (February 20, 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

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): February 26, 2024 (February 20, 2

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): February 26, 2024 (February 20, 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

KAII / Kismet Acquisition Two Corp - Class A / NOMURA HOLDINGS INC Passive Investment

SC 13G/A 1 sayw2402143113ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Quadro Acquisition One Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G52807107 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this State

KAII / Kismet Acquisition Two Corp - Class A / WOLVERINE ASSET MANAGEMENT LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Quadro Acquisition One Corp. (Name of Issuer) Class A Ordinary Shares, $0.001 par value per share (Title of Class of Securities) G52807107 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box

KAII / Kismet Acquisition Two Corp - Class A / GLAZER CAPITAL, LLC Passive Investment

SC 13G/A 1 qdro20231231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Quadro Acquisition One Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G52807107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appro

KAII / Kismet Acquisition Two Corp - Class A / Vivaldi Asset Management, LLC Passive Investment

SC 13G/A 1 schedule13gakiii021224.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kismet Acquisition Two Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G52807107 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of t

KAII / Kismet Acquisition Two Corp - Class A / WOLVERINE ASSET MANAGEMENT LLC - SC 13G Passive Investment

SC 13G 1 ef20020136sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Quadro Acquisition One Corp. (Name of Issuer) Class A Ordinary Shares, $0.001 par value per share (Title of Class of Securities) G52807107 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this St

Group of Greg Lindberg’s Companies to Merge with Quadro Acquisition One Corp. in $3 Billion Deal The deal includes seven of Lindberg’s companies which are expected to go public in 2024 and which encompass about thirty-eight percent of his investments

Filed by Quadro Acquisition One Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Quadro Acquisition One Corp. (SEC File No.: 001-40077) Date: January 18, 2024 On January 18, 2024, Quadro Acquisition One Corp. (the “Company”) was featured in the following press rel

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 17, 2024 (January 9, 2024

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 17, 2024 (January 9, 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 inc

Quadro Acquisition One Corp. to Merge with Group of Greg Lindberg’s Companies with an Estimated Pro Forma Enterprise Value of $3 Billion

Exhibit 99.1 PRESS RELEASE Quadro Acquisition One Corp. to Merge with Group of Greg Lindberg’s Companies with an Estimated Pro Forma Enterprise Value of $3 Billion Los Angeles, CA (January 17, 2024) – Quadro Acquisition One Corp., a NASDAQ-listed Special Purpose Acquisition Company (“Quadro SPAC”) has agreed to acquire a group of seven companies in the sports collectibles, software, cloud-based IT

Sponsor Support Agreement dated January 12, 2024, by and among Quadro Acquisition One Corp., NHC Holdings II, Inc., and Quadro Sponsor LLC.

Exhibit 10.1 SPONSOR SUPPORT AGREEMENT THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of January 12, 2024, by and among Quadro Sponsor LLC, a Delaware limited liability company (“Purchaser Sponsor”), Quadro Acquisition One Corp., a Cayman Islands company (together with its successors, “Purchaser”) and NHC Holdings II, Inc., a Delaware corporation (“Seller”). Purchase

Quadro Acquisition One Corp. to Merge with Group of Greg Lindberg’s Companies with an Estimated Pro Forma Enterprise Value of $3 Billion

Exhibit 99.1 PRESS RELEASE Quadro Acquisition One Corp. to Merge with Group of Greg Lindberg’s Companies with an Estimated Pro Forma Enterprise Value of $3 Billion Los Angeles, CA (January 17, 2024) – Quadro Acquisition One Corp., a NASDAQ-listed Special Purpose Acquisition Company (“Quadro SPAC”) has agreed to acquire a group of seven companies in the sports collectibles, software, cloud-based IT

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 17, 2024 (January 9, 2024

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 17, 2024 (January 9, 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 inc

Business Combination Agreement dated January 12, 2024, by and among Quadro Acquisition One Corp., Quadro Merger Sub Inc., NHC Holdings II, Inc., NHC Merger Sub, Inc., Global Growth Holdings, LLC, and Greg Lindberg

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among QUADRO ACQUISITION ONE CORP, as Purchaser, QUADRO MERGER SUB INC., as Purchaser Merger Sub, NHC HOLDINGS II, INC., as Seller, NHC MERGER SUB, INC., as Seller Merger Sub, GLOBAL GROWTH HOLDINGS, LLC, as Global Growth and as Target Sponsor and GREG LINDBERG as Individual Target Sponsor Dated as of January 12, 2024 INDEX OF SCHEDULES AND EXHIBIT

Business Combination Agreement dated January 12, 2024, by and among Quadro Acquisition One Corp., Quadro Merger Sub Inc., NHC Holdings II, Inc., NHC Merger Sub, Inc., Global Growth Holdings, LLC, and Greg Lindberg

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among QUADRO ACQUISITION ONE CORP, as Purchaser, QUADRO MERGER SUB INC., as Purchaser Merger Sub, NHC HOLDINGS II, INC., as Seller, NHC MERGER SUB, INC., as Seller Merger Sub, GLOBAL GROWTH HOLDINGS, LLC, as Global Growth and as Target Sponsor and GREG LINDBERG as Individual Target Sponsor Dated as of January 12, 2024 INDEX OF SCHEDULES AND EXHIBIT

Sponsor Support Agreement dated January 12, 2024, by and among Quadro Acquisition One Corp., NHC Holdings II, Inc., and Quadro Sponsor LLC.

Exhibit 10.1 SPONSOR SUPPORT AGREEMENT THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of January 12, 2024, by and among Quadro Sponsor LLC, a Delaware limited liability company (“Purchaser Sponsor”), Quadro Acquisition One Corp., a Cayman Islands company (together with its successors, “Purchaser”) and NHC Holdings II, Inc., a Delaware corporation (“Seller”). Purchase

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 3, 2024 (December 27, 2023) Quadro Acquisition One Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40077 N/A (State or other jurisdiction of in

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 20, 2023 Quadro Acquisition One Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40077 N/A (State or other jurisdiction of

Resolutions adopting the Charter Amendment.

Exhibit 3.1 Quadro Acquisition One Corp. Registered Company Number: 366127 (Company) Director's Certificate I, the undersigned, being a director of the Company, hereby CERTIFY that the following resolutions were duly passed at an extraordinary general meeting of shareholders of the Company held at 1:00 p.m., Eastern Time, on 20 November 2023 at the offices of Ellenoff Grossman & Schole LLP located

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): November 21, 2023 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) (Comm

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders

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): November 20, 2023 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) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to QUADRO ACQUISITION ONE CORP. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ) ☐ Definitive Proxy Stat

Financial Statements and Exhibits, Other Events

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): November 13, 2023 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) (Comm

Quadro Acquisition One Corp. Announces Correction in Contribution Amount in Connection with its Proposed Extension

Exhibit 99.1 Quadro Acquisition One Corp. Announces Correction in Contribution Amount in Connection with its Proposed Extension New York, New York, Nov. 13, 2023 (GLOBE NEWSWIRE) - On November 13, 2023, Quadro Acquisition One Corp. (the “Company”) announced that it has filed a supplement (“Supplement”) to its definitive proxy statement (the “Proxy Statement”), dated November 7, 2023, in connection

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to QUADRO ACQUISITION ONE CORP. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to QUADRO ACQUISITION ONE CORP. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40077 QUADRO ACQUISI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to QUADRO ACQUISITION O

Amended and Restated Promissory Note, dated May 25, 2022, initially issued by the company to our prior sponsor and assigned to our sponsor.*

Exhibit 10.10 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUB

Second Amended and Restated Memorandum and Articles of Association.*

Exhibit 3.1 COMPANIES ACT (REVISED) COMPANY LIMITED BY SHARES QUADRO ACQUISITION ONE CORP. SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION (Adopted pursuant to a special resolution passed on 20 February 2023) Filed: 06-Mar-2023 12:01 EST www.verify.gov.ky File#: 366127 Auth Code: E97968302149 Filed: 06-Mar-2023 12:01 EST www.verify.gov.ky File#: 366127 Auth Code: E97968302149 COMPANIES ACT (

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): April 12, 2023 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) (Commiss

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): March 27, 2023 Quadro Acquisition

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): March 27, 2023 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) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K For the Transition Pe

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): February 28, 2023 Quadro Acquisit

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): February 28, 2023 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) (Comm

KAII / Kismet Acquisition Two Corp - Class A / Quadro Sponsor LLC - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* QUADRO ACQUISITION ONE CORP. (Name of Issuer) Class A ordinary shares, par value $0.001 per share (Title of Class of Securities) G52807 107** (CUSIP Number) Dimitri Elkin 2685 Nottingham Avenue, Los Angeles, CA 90027 (323) 667-3211 (Name, Address and Tel

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders

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): February 20, 2023 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) (Comm

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): February 13, 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) (Comm

KAII / Kismet Acquisition Two Corp. Class A / NOMURA HOLDINGS INC - SC 13G Passive Investment

SC 13G 1 brhc10047761sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Kismet Acquisition Two Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.001 (Title of Class of Securities) G52807107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement)

KAII / Kismet Acquisition Two Corp. Class A / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Kismet Acquisition Two Corporation (Name of Issuer) Class A Ordinary Share, par value $0.001 per share (Title of Class of Securities) G52807107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

KAII / Kismet Acquisition Two Corp. Class A / Vivaldi Asset Management, LLC - KAII 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kismet Acquisition Two Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G52807107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 5, 2022 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) (Comm

Regulation FD Disclosure, Unregistered Sales of Equity Securities

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) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KISMET ACQUISITION TWO CORP. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KISMET ACQUISITION TWO CORP. (Exact name of

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT AGREEMENT dated as of July 11, 2022, by and among Quadro Sponsor LLC, Quadro IH DMCC, Twelve Seas Management Company LLC, Giedrius Pukas and Dimitri Elkin (together, the “Parties”). Each Party hereto represents to the other Parties that it is eligible to use Schedule 13D to report its beneficial ownership of Class A ordinary shares, $0.0001 par value, of Kismet

KAII / Kismet Acquisition Two Corp. Class A / Quadro Sponsor LLC - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* KISMET ACQUISITION TWO CORP. (Name of Issuer) Class A ordinary shares, par value $0.001 per share (Title of Class of Securities) G52807 107** (CUSIP Number) Dimitri Elkin 2685 Nottingham Avenue, Los Angeles, CA 90027 (323) 667-3211 (Name, Address and Tele

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

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): June 30, 2022 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) (Commissi

Promissory Note, dated April 13, 2022, issued to the Sponsor.

EX-10.1 2 f10q0322ex10-1kismetacq2.htm PROMISSORY NOTE, DATED APRIL 13, 2022, ISSUED TO THE SPONSOR Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KISMET ACQUISITION TWO CORP. (Exact name of registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40077 KISMET ACQUISITION TWO CORP.

Description of Registered Securities. (4)

EX-4.5 2 f10k2021ex4-5kismetacq2.htm DESCRIPTION OF SECURITIES OF THE REGISTRANT Exhibit 4.5 DESCRIPTION OF REGISTRANT’S SECURITIES The following summary of the material terms of the securities of Kismet Acquisition Two Corp. is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 30, 2022 (February 22, 2021) Kismet Acquisition Two Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40077 N/A (State or other

KISMET ACQUISITION TWO CORP. INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 KISMET ACQUISITION TWO CORP. INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet (As Restated) F-3 Notes to Financial Statement (As Restated) F-4 F-1 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Kismet Acquisition Two Corp. Opinion on the Financial Statement We have audited

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

KAII / Kismet Acquisition Two Corp. Class A / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Kismet Acquisition Two Corp. (Name of Issuer) Class A ordinary shares included as part of the units (Title of Class of Securities) G52807107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

KAII / Kismet Acquisition Two Corp. Class A / Kismet Sponsor Ltd - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kismet Acquisition Two Corp. (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G52807 107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KISMET ACQUISITION TWO CORP. (Exact name of regist

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): November 22, 2021 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) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 ea150718-nt10qkismetacq2.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KISMET ACQUISITION TWO CORP. (Exact name of registrant

Form of Option Agreement by and between the Company and each independent director.

Exhibit 10.9 OPTION AGREEMENT OPTION AGREEMENT (this ?Agreement?), made as of February 17, 2021, by and between Kismet Acquisition Two Corp., incorporated as a Cayman Islands exempted company (the ?Company?), and [?] (the ?Optionee?). WHEREAS, the Optionee is being appointed as a member of the board of directors of the Company (the ?Board?) effective on the date hereof; and WHEREAS, the sole membe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

10-Q 1 f10q0321kismetacquisition2.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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): May 28, 2021 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) (Commissio

Stemming from SEC Guidance Concerning Accounting Treatment of Warrants, Kismet Acquisition Two Corp. Announces Receipt of Nasdaq Continued Listing Standard Notice

Exhibit 99.1 Stemming from SEC Guidance Concerning Accounting Treatment of Warrants, Kismet Acquisition Two Corp. Announces Receipt of Nasdaq Continued Listing Standard Notice Moscow, Russia ? June 3, 2021 ? Kismet Acquisition Two Corp. (the "Company") today announced that on May 28, 2021 it received a deficiency letter from the Nasdaq Capital Market (?Nasdaq?) relating to the Company?s failure to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 ea141061-nt10qkismet2.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on For

Financial Statements and Exhibits, Other Events

8-K 1 ea136528-8kkismetacq2.htm CURRENRT REPORT 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): February 22, 2021 Kismet Acquisition Two Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40077 N/A (Sta

KISMET ACQUISITION TWO CORP. INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 KISMET ACQUISITION TWO CORP. INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Kismet Acquisition Two Corp. Opinion on the Financial Statement We have audited the accompanying balance she

Form of Indemnity Agreement.

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made on February 17, 2021 by and between Kismet Acquisition Two Corp., a company incorporated as a Cayman Islands exempted company (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as officers and/or directors or in other capac

Investment Management Trust Agreement, dated February 17, 2021, between the Company and Continental Stock Transfer & Trust Company.

EX-10.1 5 ea136308ex10-1kismetacq2.htm INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED FEBRUARY 17, 2021, BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of February 17, 2021 by and between Kismet Acquisition Two Corp., a company incorporated as a Cayman Islan

Kismet Acquisition Two Corp. Announces Pricing of $200 Million Initial Public Offering

Exhibit 99.1 Kismet Acquisition Two Corp. Announces Pricing of $200 Million Initial Public Offering Moscow, Russia, Feb. 17, 2021 - Kismet Acquisition Two Corp. (the ?Company?) announced today that it priced its initial public offering of 20,000,000 units at $10.00 per unit. The units are expected to be listed on the Nasdaq Capital Market and trade under the ticker symbol ?KAIIU? beginning Februar

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): February 17, 2021 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) (Comm

Warrant Agreement, dated February 17, 2021, between the Company and Continental Stock Transfer & Trust Company.

Exhibit 4.1 WARRANT AGREEMENT This Warrant Agreement (this ?Agreement?) made as of February 17, 2021 is by and between Kismet Acquisition Two Corp., a company incorporated as a Cayman Islands exempted company, with offices at 850 Library Avenue, Suite 204, Newark, Delaware 19715 and 9 Building B, Lesnaya Street, Moscow, Russia 125196 (the ?Company?), and Continental Stock Transfer & Trust Company,

Letter Agreement, dated February 17, 2021, between the Company and each officer and director of the Company.

Exhibit 10.7 LETTER AGREEMENT February 17, 2021 Kismet Acquisition Two Corp. 850 Library Avenue, Suite 204 Newark, Delaware 19715 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 BofA Securities, Inc. One Bryant Park New York, New York 10036 Re: Initial Public Offering: This letter (?L

Amended and Restated Memorandum and Articles of Association of the Company, dated February 5, 2021.

Exhibit 3.1 Companies Act (Revised) Company Limited by Shares Kismet Acquisition Two Corp. AMENDED AND RESTATED memorandum of association (Adopted pursuant to a special resolution passed on 5 February 2021) Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of Kismet Acquisition Two Corp. (Adopted pursuant to a special resolution passed on 5 February 2

Forward Purchase Agreement, dated February 17, 2021, between the Company and Kismet Sponsor Limited.

Exhibit 10.4 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of February 17, 2021, by and between Kismet Acquisition Two Corp., a company incorporated as a Cayman Islands exempted company (the ?Company?), and Kismet Sponsor Limited (the ?Purchaser?). WHEREAS, the Company was organized for the purpose of acquiring, engaging in a share exchange, share

Registration Rights Agreement, dated February 17, 2021, between the Company and Kismet Sponsor Limited.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of February 17, 2021, by and between Kismet Acquisition Two Corp., a company incorporated as a Cayman Islands exempted company (the ?Company?), and the undersigned party listed under the heading ?Holder? on the signature page hereto (such party, together with any person or entity who

Kismet Acquisition Two Corp. Announces Closing of $230 Million Initial Public Offering

Exhibit 99.2 Kismet Acquisition Two Corp. Announces Closing of $230 Million Initial Public Offering Moscow, Russia, February 22, 2021 - Kismet Acquisition Two Corp. (Nasdaq: KAIIU) (the ?Company?) announced today that it closed its initial public offering of 23,000,000 units, which included the full exercise of the underwriters? option to purchase additional units. The offering was priced at $10.0

Underwriting Agreement, dated February 17, 2021, among the Company and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and BofA Securities, Inc.

EX-1.1 2 ea136308ex1-1kismetacq2.htm UNDERWRITING AGREEMENT, DATED FEBRUARY 17, 2021, AMONG THE COMPANY AND CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE SECURITIES (USA) LLC AND BOFA SECURITIES, INC Exhibit 1.1 20,000,000 Units Kismet Acquisition Two Corp. UNDERWRITING AGREEMENT February 17, 2021 CITIGROUP GLOBAL MARKETS INC. Credit Suisse Securities (USA) LLC BofA Securities, Inc. As Representati

Letter Agreement, dated February 17, 2021, between the Company and Kismet Sponsor Limited.

EX-10.6 10 ea136308ex10-6kismetacq2.htm LETTER AGREEMENT, DATED FEBRUARY 17, 2021, BETWEEN THE COMPANY AND KISMET SPONSOR LIMITED Exhibit 10.6 LETTER AGREEMENT February 17, 2021 Kismet Acquisition Two Corp. 850 Library Avenue, Suite 204 Newark, Delaware 19715 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New Yor

Private Placement Warrants Purchase Agreement, dated February 17, 2021, between the Company and Kismet Sponsor Limited.

Exhibit 10.2 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 17, 2021, (as it may from time to time be amended, this ?Agreement?), is entered into by and between Kismet Acquisition Two Corp., a company incorporated as a Cayman Islands exempt company (the ?Company?), and Kismet Sponsor Limited, a business company incorporated in

Administrative Services Agreement, dated February 17, 2021, between the Company and Kismet Capital Group LLC.

Exhibit 10.5 ADMINISTRATIVE SERVICES AGREEMENT Kismet Capital Group LLC 9 Building B, Lesnaya Street Moscow, Russia 125196 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial public offering (the ?IPO?) of the securities of Kismet Acquisition Two Corp.

$200,000,000 Kismet Acquisition Two Corp. 20,000,000 Units

424B4 1 f424b40221kismet2.htm PROSPECTUS PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No.: 333-252419 $200,000,000 Kismet Acquisition Two Corp. 20,000,000 Units Kismet Acquisition Two Corp. is a blank check company newly incorporated as a Cayman Islands exempted company and incorporated for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, c

- FOR REGISTRATION OF CERTAIN CLASSES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 KISMET Acquisition two Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification

- AMENDMENT NO. 2 TO FORM S-1

As filed with the Securities and Exchange Commission on February 16, 2021. Registration No. 333-252419 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KISMET ACQUISITION TWO CORP. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of i

Form of Warrant Agreement.*

Exhibit 4.4 WARRANT AGREEMENT This Warrant Agreement (this ?Agreement?) made as of [?], 2021 is by and between Kismet Acquisition Two Corp., a company incorporated as a Cayman Islands exempted company, with offices at 850 Library Avenue, Suite 204, Newark, Delaware 19715 and 9 Building B, Lesnaya Street, Moscow, Russia 125196 (the ?Company?), and Continental Stock Transfer & Trust Company, a New Y

- AMENDMENT NO. 3 TO FORM S-1

As filed with the Securities and Exchange Commission on February 16, 2021. Registration No. 333-252419 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KISMET ACQUISITION TWO CORP. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of i

Form of Warrant Agreement.*

Exhibit 4.4 WARRANT AGREEMENT This Warrant Agreement (this ?Agreement?) made as of [?], 2021 is by and between Kismet Acquisition Two Corp., a company incorporated as a Cayman Islands exempted company, with offices at 850 Library Avenue, Suite 204, Newark, Delaware 19715 and 9 Building B, Lesnaya Street, Moscow, Russia 125196 (the ?Company?), and Continental Stock Transfer & Trust Company, a New Y

-

February 16, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

-

kismet acquisition two corp. 850 Library Avenue, Suite 204 Newark, Delaware 19715 February 16, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Ruairi Regan Re: Kismet Acquisition Two Corp. Registration Statement on Form S-1 Filed January 26, 2021, as amended File No. 333-252419 Dear Mr. Regan: Kis

Specimen Unit Certificate.**

Exhibit 4.3 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS KISMET ACQUISITION TWO CORP. CUSIP G52807 123 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.001 per share (“Ordinary Share”), of Kismet Acquisition Two Corp., a Cayman Islands exempted co

Specimen Warrant Certificate.**

Exhibit 4.2 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Kismet Acquisition Two Corp. Incorporated Under the Laws of the Cayman Islands CUSIP G52807 115 Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of [ ] warr

Form of Investment Management Trust Agreement.**

EX-10.4 12 fs12021a1ex10-4kismetacq2.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.4 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2021 by and between Kismet Acquisition Two Corp., a company incorporated as a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New Y

Form of Indemnity Agreement.**

EX-10.7 15 fs12021a1ex10-7kismetacq2.htm FORM OF INDEMNITY AGREEMENT Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made on [●], 2021 by and between Kismet Acquisition Two Corp., a company incorporated as a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-hel

Form of Registration Rights Agreement.**

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [•], 2021, by and between Kismet Acquisition Two Corp., a company incorporated as a Cayman Islands exempted company (the “Company”), and the undersigned party listed under the heading “Holder” on the signature page hereto (such party, together with any person or entity who hereaft

Form of Private Placement Warrants Purchase Agreement.**

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021, (as it may from time to time be amended, this “Agreement”), is entered into by and between Kismet Acquisition Two Corp., a company incorporated as a Cayman Islands exempt company (the “Company”), and Kismet Sponsor Limited, a business company incorporated in the Bri

- REGISTRATION STATEMENT

S-1/A 1 fs12021a1kismetacq2.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on February 5, 2021. Registration No. 333-252419 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KISMET ACQUISITION TWO CORP. (Exact name of registrant as specified in its charter) Cay

Form of Letter Agreement between the Registrant and the Sponsor.**

Exhibit 10.2 LETTER AGREEMENT [●], 2021 Kismet Acquisition Two Corp. 850 Library Avenue, Suite 204 Newark, Delaware 19715 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 BofA Securities, Inc. One Bryant Park New York, New York 10036 Re: Initial Public Offering: Ladies and Gentlemen: T

Form of Warrant Agreement.*

Exhibit 4.4 WARRANT AGREEMENT This Warrant Agreement (this “Agreement”) made as of [●], 2021 is by and between Kismet Acquisition Two Corp., a company incorporated as a Cayman Islands exempted company, with offices at 850 Library Avenue, Suite 204, Newark, Delaware 19715 and 9 Building B, Lesnaya Street, Moscow, Russia 125196 (the “Company”), and Continental Stock Transfer & Trust Company, a New Y

Form of Underwriting Agreement.**

Exhibit 1.1 20,000,000 Units Kismet Acquisition Two Corp. UNDERWRITING AGREEMENT February [●], 2021 CITIGROUP GLOBAL MARKETS INC. Credit Suisse Securities (USA) LLC BofA Securities, Inc. As Representatives of the several Underwriters listed in Schedule I to the Agreement c/o CITIGROUP GLOBAL MARKETS INC. 388 Greenwich Street New York, New York 10013 c/o Credit Suisse Securities (USA) LLC Eleven Ma

Form of Amended and Restated Memorandum and Articles of Association.**

Exhibit 3.2 Companies Act (Revised) Company Limited by Shares Kismet Acquisition Two Corp. AMENDED AND RESTATED memorandum of association (Adopted pursuant to a special resolution passed on 2021) Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of Kismet Acquisition Two Corp. (Adopted pursuant to a special resolution passed on 2021) 1 The name of the

Form of Forward Purchase Agreement.**

EX-10.9 17 fs12021a1ex10-9kismetacq2.htm FORM OF FORWARD PURCHASE AGREEMENT Exhibit 10.9 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of [●], 2021, by and between Kismet Acquisition Two Corp., a company incorporated as a Cayman Islands exempted company (the “Company”), and Kismet Sponsor Limited (the “Purchaser”). WHEREAS, the Company was organiz

Form of Code of Ethics.**

EX-14 18 fs12021a1ex14kismetacq2.htm FORM OF CODE OF ETHICS Exhibit 14 KISMET ACQUISITION TWO CORP. CODE OF ETHICS 1. Introduction The Board of Directors (the “Board”) of Kismet Acquisition Two Corp. has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all directors, officers and employees of, and consultants and advisors to, the Compa

Specimen Class A Ordinary Share Certificate.**

EX-4.1 4 fs12021a1ex4-1kismetacq2.htm SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE Exhibit 4.1 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES KISMET ACQUISITION TWO CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP G52807 107 is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF

Form of Letter Agreement between the Registrant and each director, director nominee and executive officer of the Registrant.**

EX-10.3 11 fs12021a1ex10-3kismetacq2.htm FORM OF LETTER AGREEMENT BETWEEN THE REGISTRANT AND EACH DIRECTOR, DIRECTOR NOMINEE AND EXECUTIVE OFFICER OF THE REGISTRANT Exhibit 10.3 LETTER AGREEMENT [●], 2021 Kismet Acquisition Two Corp. 850 Library Avenue, Suite 204 Newark, Delaware 19715 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Credit Suisse Securities (USA) LLC El

Form of Audit Committee Charter.**

EX-99.4 20 fs12021a1ex99-4kismetacq2.htm FORM OF AUDIT COMMITTEE CHARTER Exhibit 99.4 KISMET ACQUISITION TWO CORP. AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Kismet Acquisition Two Corp., a company incorporated as a Cayman Islands exempt company (the “Company”). 2. PURPOSE The Committee is appointed by the Board

Form of Administrative Services Agreement between the Registrant and Kismet Capital Group LLC.**

Exhibit 10.8 ADMINISTRATIVE SERVICES AGREEMENT Kismet Capital Group LLC 9 Building B, Lesnaya Street Moscow, Russia 125196 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Kismet Acquisition Two Corp.

Form of Compensation Committee Charter.**

EX-99.5 21 fs12021a1ex99-5kismetacq2.htm FORM OF COMPENSATION COMMITTEE CHARTER Exhibit 99.5 KISMET ACQUISITION TWO CORP. COMPENSATION COMMITTEE CHARTER 1. STATUS The Compensation Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Kismet Acquisition Two Corp., a company incorporated as a Cayman Islands exempt company (the “Company”). 2. PURPOSE The Committee is a

Amended and Restated Promissory Note, dated January 22, 2021, issued to the Sponsor.**

Exhibit 10.1 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS

Consent of Clifford Tompsett.**

Exhibit 99.2 Consent of Director Nominee Kismet Acquisition Two Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Kismet Acquisition Two Corp. (the “Company”), the undersigned hereby consents to being named and described as a director

Registration Statement - FORM S-1

As filed with the Securities and Exchange Commission on January 25, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KISMET ACQUISITION TWO CORP. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organizati

Memorandum and Articles of Association.**

Exhibit 3.1 Companies Law (Revised) Company Limited by Shares Kismet Acquisition Two Corp. MEMORANDUM OF ASSOCIATION (Adopted pursuant to a special resolution passed on 21 September 2020) Companies Law (Revised) Company Limited by Shares Memorandum of Association of Kismet Acquisition Two Corp. (Adopted pursuant to a special resolution passed on 21 September 2020) 1 The name of the Company is Kism

Consent of Leonid Zilber.**

Exhibit 99.3 Consent of Director Nominee Kismet Acquisition Two Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Kismet Acquisition Two Corp. (the “Company”), the undersigned hereby consents to being named and described as a director

Consent of Verdi Israelyan.**

Exhibit 99.1 Consent of Director Nominee Kismet Acquisition Two Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Kismet Acquisition Two Corp. (the “Company”), the undersigned hereby consents to being named and described as a director

As submitted confidentially with the U.S. Securities and Exchange Commission on September 30, 2020. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains stri

As submitted confidentially with the U.S. Securities and Exchange Commission on September 30, 2020. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER