Sec Form 4 Filing - Quadro Sponsor LLC @ Kismet Acquisition Two Corp. - 2023-01-31

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Quadro Sponsor LLC
2. Issuer Name and Ticker or Trading Symbol
Kismet Acquisition Two Corp. [ KAII]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
228 PARK AVENUE S. SUITE 89898
3. Date of Earliest Transaction (MM/DD/YY)
01/31/2023
(Street)
NEW YORK, DE10003
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Ordinary Shares 01/31/2023 C( 1 ) 6,250,000( 1 ) A 6,250,000( 1 ) D( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares ( 1 ) 01/31/2023 C( 1 ) 6,250,000( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares 6,250,000 ( 1 ) 0 D( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Quadro Sponsor LLC
228 PARK AVENUE S. SUITE 89898
NEW YORK, DE10003
X
Elkin Dimitri
228 PARK AVENUE S. SUITE 89898
NEW YORK, NY10003
X Chief Executive Officer
Pukas Giedrius
228 PARK AVENUE S. SUITE 89898
NEW YORK,, NY10003
X
Signatures
Quadro Sponsor LLC By Twelve Seas Management Company LLC, a Managing Member By: /s/ Dimitri Elkin, Managing Member of Twelve Seas Management Company LLC 02/02/2023
Signature of Reporting Person Date
By Quadro IH DMCC, a Managing Member By: /s/ Giedrius Pukas, Director of Quadro IH DMCC 02/02/2023
Signature of Reporting Person Date
/s/ Dimitri Elkin Dimitri Elkin 02/02/2023
Signature of Reporting Person Date
/s/ Giedrius Pukas Giedrius Pukas 02/02/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Class B ordinary shares, par value $0.001 per share, of the issuer ("Class B Ordinary Shares") have no expiration date and are convertible into an equal number of Class A ordinary shares, par value $0.001 per share, of the issuer at any time, at the option of the holder. On January 26, 2023, the reporting person elected to convert all of its Class B Ordinary Shares into Class A Ordinary Shares.
( 2 )Quadro Sponsor LLC (the "Sponsor") is the record holder of the securities reported herein. Dimitri Elkin and Giedrius Pukas control the managing members of the Sponsor, and as such may be deemed to share beneficial ownership over the securities held by the Sponsor. Each of Messrs. Elkin and Pukas disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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