Quadro Acquisition One Corp. *

Quadro Acquisition One Corp. *

Jan 26, 2021 by Kristi Marvin

LIQUIDATION – 5/23/24 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be ten days from May 22, 2024.
    • The per-share redemption price will be approximately $10.96

The below-announced combination was terminated on 5/3/24.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Global Growth Companies

ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: tbd

Quadro Acquisition One Corp. proposes to combine with Global Growth Companies.

Global Growth is a global private firm with investments in healthcare technology, financial services, collectibles, and communications. Since its launch, the firm has developed relationships and invested in new markets and businesses using permanent capital. The company has operations in more than 20 countries and employs more than 7,000 people worldwide.


TRANSACTION

  • Following the Domestication, a merger will occur where the Seller Merger Sub survives as a subsidiary of the Company.
    • The Company will issue 208,715,500 Class A Common Stock shares (adjustable) as Merger Consideration, valued at $10.00 per share.
      • The Merger Consideration will adjust based on the percentage by which the Consolidated EBITDA of the Target Affiliates for fiscal year 2023 deviates from $142,418,991.

SPAC FUNDING

  • There is no additional funding for this transaction.

LOCK-UP

  • Company and Sponsor
    • Lock-Up agreement will be signed before the Closing of the business combination.

NOTABLE CONDITIONS TO CLOSING

  • Specific conditions must be met or waived:
    • obtaining the Target Affiliates’ 2023 audited financial statements
    • the Company’s net tangible assets post-Merger valued at $5 million or more
    • completion of the Target Affiliates Restructuring and Refinancing
    • full repayment of all Target Affiliate Obligations.

NOTABLE CONDITIONS TO TERMINATION

  • By written notice by the Company or the Seller if any of the conditions to the closing have not been satisfied or waived by June 30, 2024 (the “Outside Date”); provided, however, that this termination right shall not be available to a party if the breach or violation by such party or its affiliates of any representation, warranty, covenant or obligation under the BCA was the cause of, or resulted in, the failure of the closing to occur on or before the Outside Date.

Termination Fee

  • Under the BCA, the Seller parties are obliged to pay the Company a $2,500,000 termination fee in specific scenarios.
    • This fee applies if the BCA is terminated due to failure to close the Merger by the Outside Date, provided the delay isn’t caused by the Company’s breach, or if there’s a valid termination under a specific clause.
    • The fee must be paid within 20 business days following the valid termination of the BCA by the Company.

ADVISORS

  • Company
    • None were listed in the company press release.
  • SPAC
    • None were listed in the company press release.

EXTENSION – 11/27/23 – LINK

  • The SPAC approved the extension from November 22, 2023 to May 22, 2023.
    • 977,473  shares were redeemed for $10.77 per share.
    • $0.025/share per month will be deposited into the trust account.

EXTENSION – 2/24/23 – LINK

  • The SPAC approved the extension from February 22, 2023 to April 22, 2023. After April 22, the SPAC can elect to extend monthly until November 22, 2023.
    • 20,451,847 shares were redeemed for approximately $10.20.
    • $120K will be deposited into the trust account starting in April
  • The SPAC also changed into name from Kismet Acquisition Two Corp. to Quadro Acquisition One Corp.
    • 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.

SUBSEQUENT EVENT – 6/30/22 – LINK

  • On June 30, 2022, the Prior Sponsor transferred all the membership interests of the New Sponsor to Quadro IH DMCC, a company registered in Dubai Multi Commodities Centre in the UAE.
  • In connection with the Sponsor Transaction, Twelve Seas Management Company LLC, an affiliate of Dimitri Elkin, the Company’s newly appointed Chief Executive Officer and Quadro IH DMCC were appointed as the managing members of the New Sponsor.
  • In connection with the Sponsor Transaction, the Prior Sponsor also assigned to the New Sponsor all of its rights and obligations between the Company and the Prior Sponsor and the Promissory Note dated May 25, 2022 issued by the Company to the Prior Sponsor in the principal amount of up to $400,000.
  • As of June 17, 2022, $318,700 has been drawn down under the Promissory Note.
  • In addition, the Company and Kismet Capital Group LLC mutually terminated the Administrative Services Agreement.
  • As a result, the Company will no longer be obligated to pay a $10,000 monthly fee.

MANAGEMENT & BOARD


Executive Officers

Ivan Tavrin, 44 [Resigned 6/30/22]
Chief Executive Officer and Director

Since June 2020, Mr. Tavrin has been the Chairman and Chief Executive Officer of Kismet One (Nasdaq: KSMTU), a blank check company formed for substantially similar purposes as our company, which has not yet announced or completed its initial business combination. Kismet One sold 25.0 million units in its initial public offering, generating gross proceeds of $250.0 million. Mr. Tavrin is the founder and principal of Kismet Capital Group, a private investment group, which he founded in 2017 and has managed since its inception. In that capacity, and as part of Kismet Capital Group’s investment strategy, Mr. Tavrin, through special purpose entities controlled by him, acquired LLC Gallery Service in 2018 and acquired an indirect controlling interest in Vertical LLC in 2019. From 2012 to 2016, Mr. Tavrin served as chief executive officer of PJSC MegaFon, or MegaFon, the second largest telecommunications operator in Russia as of December 31, 2016, having led its US$1.8 billion initial public offering and dual listing on the London Stock Exchange and Moscow Exchange in 2012, which was the largest initial public offering of a telecommunications company in Russia at that time. Mr. Tavrin oversaw MegaFon’s growth from 27% to 30% of market share between 2012 and 2015 and a more than two-fold increase in the OIBDA-Capex in the same period. Prior to this, Mr. Tavrin founded UTH Russia Limited, or UTH, one of the largest independent media broadcasting groups in Russia and served as its chief executive officer from its inception in 2009 to 2011. Mr. Tavrin has served as Chairman of the Board of Directors of UTH from 2012 to 2016. In 2015, he led UTH in a transaction to acquire a 75% interest in CTC Media which was at the time listed on Nasdaq. Under new leadership, CTC Media’s profitability improved significantly within the first 12 months of operations after the time of the acquisition. In 2011, UTH formed a joint venture with The Walt Disney Company, or Disney, resulting in Disney buying 49% of one of UTH’s television channels for $300 million, the only transaction between Russian shareholders and a major U.S. film studio of such scale. In 2019, Mr. Tavrin led an acquisition of an indirect controlling interest in Vertical LLC, one of the leading independent telecommunications infrastructure operators in Moscow. In 2018, Mr. Tavrin, through LLC Media-1, completed an acquisition of LLC Gallery Service, the second largest out-of-home (OOH) advertising operator in Russia and the largest digital OOH operator across the country. In 2013, Mr. Tavrin purchased a significant minority stake in VK, a leading social network in Russia, from its founder facilitating a resolution of a complicated corporate situation. The following year, he sold this stake to Mail.ru Group, VK’s major shareholder, which later became a critical step for Mail.ru Group to consolidate control in VK and alignment of interests of all stakeholders. From 2009 to 2011, Mr. Tavrin held a controlling stake in Netbynet, one of the leading fiber to the home (“FTTH”) operators in Moscow and central Russia, or NBN. He aided NBN’s expansion through the acquisition of 30 local internet service providers and subsequently sold NBN in an auction process, in which MegaFon was the successful bidder. Starting in 2006, Mr. Tavrin built “Vyberi Radio,” a leading regional radio network via a roll-up of 55 stations. In 2001, Mr. Tavrin founded Regional Media Group, which he subsequently merged into a television network TV3, becoming its largest individual shareholder and president, and grew the combined business through the acquisition of numerous regional television assets. He then sold the company to Prof-Media for approximately $550 million. Mr. Tavrin currently serves as a board member of Holding Vyberi Radio LLC and Disney Channel Russia. Mr. Tavrin is a graduate of the Moscow State Institute of International Relations (MGIMO).


Dimitri Elkin, 53 [Appointed 6/30/22]
Chief Executive Officer and Director

From December 2017 until December 2019, he served as Chief Executive Officer of Twelve Seas Investment Company. Since April 2013, Mr. Elkin has been a Founding Partner of Twelve Seas Limited. From 2007 to April 2013, Mr. Elkin served as General Partner of UFG Private Equity, a private-equity firm. From 2003 to 2006, Mr. Elkin was a Founding Partner at GIC Capital, a U.S. private equity firm. From 1998 to 2003, Mr. Elkin served as an investment executive at Kohlberg Kravis Roberts & Co., heading its activities in the former Soviet Union and Eastern Europe. From 1996 to 1998, Mr. Elkin served as an investment banker at Lehman Brothers. Mr. Elkin previously served as director of multiple corporate entities. Mr. Elkin graduated from Moscow State University and received an MBA from Harvard Business School.


Board of Directors

Verdi Israelyan, 45 [Resigned]
Director 

Since June 2016, Mr. Israelyan has served as a managing partner at Grishin Robotics Advisors Limited, an early-stage venture capital firm. He previously held both the chief operating officer and chief financial officer positions of Mail.ru Group between November 2010 and June 2013, and August 2011 and June 2013, respectively. Mr Israelyan served as a director of Mail.ru Group between 2013 and 2016. He was a partner at DST Global between 2009 and 2010. Prior to this, he co-headed CIS operations of the European Special Situations Group at Goldman Sachs in Moscow and worked in the Investment Banking Divisions at both Morgan Stanley and Lehman Brothers. Since August 2020, Mr. Israelyan has served as a director of Kismet One. Mr. Israelyan holds an M.B.A. from Rotterdam School of Management, Erasmus University in the Netherlands.


Clifford Tompsett, 63 [Resigned]
Director 

Mr. Tompsett served in various roles at PriceWaterhouseCoopers LLP (“PwC”) from 1979 to 2017. Mr. Tompsett was a partner at PwC until he retired in June 2017. He was an audit partner until 2003 when he then specialised on capital markets and transaction work advising companies on the execution of complex transactions on the London, U.S. and Hong Kong markets. He founded and led PwC’s Global IPO Centre and founded and built PwC’s Equity Advisory business. He has significant experience working with companies in Russia, the Commonwealth of Independent States and other emerging markets, including companies in the telecommunications, media and technology sector, on preparing for an IPO, including advice on corporate governance, financial reporting, controls and risk management. He also has extensive experience working with special purpose acquisition companies on their initial public offerings and initial acquisitions. Since August 2020, Mr. Tompsett has served as a director of Kismet One. Mr. Tompsett is a Non-Executive Director and Chair of the Audit Committee of Reed Global Limited, a recruitment business, and was until August 2020 the Senior Independent Director and Chair of the Audit and Risk Committee of Cello Health plc. He is a Fellow of the Institute of Chartered Accountants in England and Wales, and has an MA in Chemistry from Oxford University.


Leonid Zilber, 43 [Resigned]
Director 

Mr. Zilber is a Founder and Managing Partner of Agnostic Ventures, LP, an early-stage fund founded in 2017. Prior to founding Agnostic Ventures, LP, from 2011 to 2017, Mr. Zilber was a principal and a member of the investment committee of Siguler Guff Technology Fund, a fund of Siguler Guff, LP, a private equity fund with a focus on investments in emerging markets. Mr. Zilber led Siguler Guff LP’s investments in the technology space in Eastern Europe and Russia and served as an expert for the firm’s technology investments in Brazil, India and China. He started his venture capital career with Valhalla Partners, LP, an early-stage fund, where he helped several of his portfolio companies in the successful completion of mergers and acquisitions. Mr. Zilber currently serves, or has served, on several boards including Virgin Hyperloop, a next generation transportation company, Standard Cognition, an AI company, Picsart, an online photo and video editing app, Maximum Education, a leader in online education in Russia, among others. Mr. Zilber is a member of the North America Venture Association. He received his B.S. in Computer Science from Rutgers University and his M.S. in Computer Science from University of California.