Item 3.02 Unregistered Sales of Equity Securities.
On January 31, 2023, Kismet Acquisition Two Corp. (the "Company") issued an
aggregate of 6,250,000 Class A ordinary shares, par value $0.001 per share
("Class A Ordinary Shares") to Quadro Sponsor LLC, the sponsor of the Company
(the "Sponsor"), upon the conversion of an equal number of Class B ordinary
shares, par value $0.001 per share ("Class B Ordinary Shares") held by the
Sponsor (the "Conversion"). The 6,250,000 Class A Ordinary Shares issued in
connection with the Conversion are subject to the same restrictions as applied
to the Class B Ordinary Shares before the Conversion, including, among others,
certain transfer restrictions, waiver of redemption rights and the obligation to
vote in favor of an initial business combination as described in the prospectus
for the Company's initial public offering. Following the Conversion, there are
29,250,000 Class A Ordinary Shares issued and outstanding and no Class B
Ordinary Shares issued and outstanding. As a result of the Conversion, the
Sponsor holds 21.4% of the outstanding Class A Ordinary Shares.
The issuance of the Class A Ordinary Shares upon the Conversion has not been
registered under the Securities Act of 1933, as amended, in reliance on the
exemption from registration provided by Section 3(a)(9) thereof.
Item 7.01 Regulation FD Disclosure.
The disclosure set forth above in Item 3.02 of this Current Report on Form 8-K
is incorporated by reference in this Item 7.01.
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