QDROU Quadro Acquisition One Corporation

 

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 incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

850 Library Avenue, Suite 204 Newark, Delaware		19715
(Address of principal executive offices)		(Zip Code)

 

(302) 738-6680

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

 

Explanatory Note

 

On November 27, 2023, Quadro Acquisition One Corp. filed a Current Report on Form 8-K (the “Original Form 8-K”) with the Securities and Exchange Commission. This amendment to Form 8-K supplements the Original Form 8-K with information provided by the Continental Stock Transfer and Trust Company including the per-share redemption price, the aggregate redemption payment and the number of Public Shares (as defined below) remaining after redemptions and includes as Exhibit 3.1 the Charter Amendment (as defined below). Except as described above, all other information in the Original Form 8-K remains unchanged.

 

 

Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year

 

On November 20, 2023, Quadro Acquisition One Corp. (the “Company”) held its extraordinary general meeting in lieu of an annual meeting of shareholders (the “EGM”). At the EGM, the Extension Amendment Proposal (as defined below) to amend the Company’s Second 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. 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, as amended, filed with the Securities and Exchange Commission on November 7, 2023.

 

A copy of the resolutions adopted by the shareholders at the EGM, which resolutions approved the Charter Amendment, is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

 

Item 5.07 Submission of Matters to a Vote of Security Holders. 

 

At the EGM, the Company’s shareholders were presented with proposals to (i) amend the Company’s Second Amended and Restated Memorandum and Articles of Association to give the Company’s board of directors (“Board”) the right to extend, on a monthly basis, the date by which the Company must consummate an initial business combination (“Termination Date”) from November 22, 2023 (the “Original Termination Date”) to May 22, 2023 (or such earlier date as determined by the Board) by (the “Extension Amendment Proposal”); (ii) re-elect Clifford Tompsett as a Class I director of the Board until the annual general meeting of shareholders to be held in 2026 or until his successor is appointed and qualified (the “Director Election Proposal”); and (iii) ratify the selection by the audit committee of the Board of WithumSmith+Brown, PC (“Withum”) to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023 (the “Auditor Ratification Proposal”).

 

Set forth below are the final voting results for each of the Extension Amendment Proposal, the Director Election Proposal and the Auditor Ratification Proposal. Pursuant to the Company’s Second Amended and Restated Memorandum and Articles of Association, and as required by Cayman Islands law, the approval of the Extension Amendment 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, and the approval of each of the Director Election Proposal and the Auditor Ratification Proposal requires the affirmative vote of a simple majority of the votes cast by holders of 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
7,766,847			8,242			0			0

 

The Director Election Proposal was approved with the following vote from the holders of Ordinary Shares:

 

For		Against			Abstentions			Broker Non-Votes
7,766,847			8,242			0			0

 

The Auditor Ratification Proposal was approved with the following vote from the holders of Ordinary Shares:

 

For		Against			Abstentions			Broker Non-Votes
7,775,085			4			0			0

 

In connection with the vote to approve the Extension Amendment Proposal, the holders of 977,473 Class A ordinary shares sold in the Company’s initial public offering (“Public Shares”) properly exercised their right to redeem their shares for cash. As a result, approximately $10.526 million (approximately $10.77 per share) will be removed from the Company’s trust account to pay such holders. Following redemptions, the Company will have 1,570,680 Public Shares outstanding.

 

A proposal to adjourn the EGM to a later date was not presented because there were enough votes to approve the other proposals.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibits are filed with this Form 8-K:

 

Exhibit No.		Description of Exhibits
3.1		Resolutions adopting the Charter Amendment.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURE

 

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.

 

	QUADRO ACQUISITION ONE CORP.
Date: December 6, 2023	By:	/s/ Dimitri Elkin
		Name:	Dimitri Elkin
		Title:	Chief Executive Officer

 

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 at 1345 Avenue of the Americas, 11th Floor, New York, NY 10105 and via a virtual meeting (EGM) in accordance with the Second Amended and Restated Memorandum and Articles of Association of the Company as then in effect.

 

Capitalised terms not defined herein shall have the meaning ascribed to them in the Notice of Extraordinary General Meeting and proxy statement for the EGM first mailed to shareholders on or about 9 November 2023.

 

Special resolution

 

“RESOLVED, as a special resolution, that subject to and conditional upon the Trust Account having net tangible assets of at least US$5,000,001 as of the date of this special resolution, the Second Amended and Restated Memorandum of Association and Articles of Association of the Company be amended as set out in Annex A to the proxy statement for the Extraordinary General Meeting, in order to give the Board of Directors of the Company the right to extend, on a monthly basis, the Termination Date (as defined therein) from November 22, 2023 to May 22, 2024 (or such earlier date as determined by the Board of Directors of the Company), with immediate effect.”

 

The amendments to the Second Amended and Restated Memorandum of Association and Articles of Association of the Company set out in Annex A to the proxy statement, as referred to in the foregoing resolution, are set out in full in Annex A hereto.

 

I, the undersigned, do hereby declare that the above is a true and exact copy of an extract of the resolutions passed by the shareholders of the Company at the EGM.

 

Quadro Acquisition One Corp.
By:	/s/ Dimitri Elkin
	Name:	Dimitri Elkin
	Title:	Director

 

 

ANNEX A

 

The Second Amended and Restated Memorandum and Articles of Association of the Company is amended by deleting Article 36.2 and replacing it in its entirety with the following:

 

“36.2

The Company has up to 33 months from the closing of the IPO to consummate a Business Combination, provided, however, if the board of directors anticipates that the Company may not be able to consummate a Business Combination within 33 months of the closing of the IPO, the directors may, in their sole discretion, extend the period of time to consummate a Business Combination by an additional one month period, up to six times (giving the Company a total of up to 39 months from the closing of the IPO to complete a Business Combination). In the event that the Company does not consummate a Business Combination within 39 months from the closing of the IPO, subject to valid extensions having been made (or such earlier date as may be determined by the board of directors in its sole discretion) (such date, the Termination Date), such failure shall trigger an automatic redemption of the Public Shares (an Automatic Redemption Event) and the directors of the Company shall take all such action necessary to (i) cease all operations except for the purpose of winding up (ii) as promptly as reasonably possible but no more than ten (10) Business Days thereafter to redeem the Public Shares to the holders of Public Shares, on a pro rata basis, in cash at a per-share amount equal to the applicable Per-Share Redemption Price; and (iii) as promptly as reasonably possible following such Automatic Redemption Event, subject to the approval of the remaining Members and the board of directors, liquidate and dissolve the Company, subject to the Company’s obligations under the Law to provide for claims of creditors and the requirements of other applicable law. In the event of an Automatic Redemption Event, only the holders of Public Shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect to their Public Shares.”

 

v3.23.3

Cover	Nov. 20, 2023
Document Type	8-K/A
Amendment Flag	true
Amendment Description	On November 27, 2023, Quadro Acquisition One Corp. filed a Current Report on Form 8-K (the “Original Form 8-K”) with the Securities and Exchange Commission. This amendment to Form 8-K supplements the Original Form 8-K with information provided by the Continental Stock Transfer and Trust Company including the per-share redemption price, the aggregate redemption payment and the number of Public Shares (as defined below) remaining after redemptions and includes as Exhibit 3.1 the Charter Amendment (as defined below). Except as described above, all other information in the Original Form 8-K remains unchanged.
Document Period End Date	Nov. 20, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-40077
Entity Registrant Name	Quadro Acquisition One Corp.
Entity Central Index Key	0001825962
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	850 Library Avenue
Entity Address, Address Line Two	Suite 204
Entity Address, City or Town	Newark
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19715
City Area Code	302
Local Phone Number	738-6680
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A Ordinary Share and one-third of one Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share and one-third of one Redeemable Warrant
Trading Symbol	QDROU
Security Exchange Name	NASDAQ
Class A Ordinary Shares, par value $0.001 per share
Title of 12(b) Security	Class A Ordinary Shares, par value $0.001 per share
Trading Symbol	QDRO
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50, subject to adjustment
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50, subject to adjustment
Trading Symbol	QDROW
Security Exchange Name	NASDAQ

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