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~~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 Identification No.)

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

(~~302~~917) ~~738~~361-~~6680~~1177 (Registrant’s telephone number, including area code)

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

Check the appropriate box below if the Form 8-K filing 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Item 1 8.0201 ~~Termination~~Other ~~of a Material Definitive Agreement~~Events.

AsOn May ~~previously disclosed~~22, ~~on January 12,~~ 2024, Quadro Acquisition One Corp. (the “Company”) ~~entered~~issued ~~into~~ a ~~Business~~press ~~Combination~~release ~~Agreement~~announcing (that because the ~~“BCA”)~~Company ~~with~~will ~~NHC~~not ~~Holdings~~consummate ~~II,~~an ~~Inc.,~~initial abusiness ~~Delaware~~combination ~~corporation~~within the time period required by its Amended and Restated Memorandum and Articles of Association (the “~~Seller~~Amended Articles”), ~~NHC~~the ~~Merger~~Company ~~Sub,~~intends ~~Inc.,~~to adissolve ~~Delaware~~and ~~corporation~~liquidate ~~and a~~in ~~wholly-owned~~accordance ~~subsidiary~~with the provisions of the ~~Seller,~~Amended ~~Global~~Articles ~~Growth~~and ~~Holdings,~~will ~~LLC,~~redeem aall ~~Delaware~~of ~~limited~~the ~~liability~~outstanding ~~company,~~Class A ~~and~~ordinary ~~Greg~~shares ~~Lindberg,~~that awere ~~resident~~included in the units issued in ofits initial public offering (the ~~State~~“Public Shares”), at an anticipated per-share redemption price of ~~Florida~~approximately $10.96.

~~On May 1, 2024, the Company provided notice~~The toPublic ~~the~~Shares ~~Seller~~will ~~that~~be itdeemed ~~has~~cancelled ~~terminated~~and ~~the~~will ~~BCA~~represent ~~pursuant~~only ~~to Section 7.1(e) thereof due to material breaches of~~ the ~~BCA~~right ~~by the Seller resulting from Seller’s failure~~ to ~~provide~~receive the ~~Company~~redemption ~~with the 2023 Financial Statements (as defined in the BCA) by April 30, 2024 as required by Section 5~~amount.~~4(b) of the BCA and its failure to provide the Company with the Seller Disclosure Schedules (as defined in the BCA) by February 29, 2024 as required by Section 5.21 of the BCA.~~

~~Item~~In order ~~3.01~~to ~~Notice~~provide for the disbursement of ~~Delisting~~funds orfrom ~~Failure~~the trust account, the Company will instruct the trustee of the trust account to take ~~Satisfy~~all necessary actions to liquidate the securities held in the trust account. The proceeds of the trust account will be held in a trust ~~Continued~~operating ~~Listing~~account ~~Rule~~at orMorgan ~~Standard;~~Stanley Private Bank NA, while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of ~~Listing~~Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after May 22, 2024.

~~As previously disclosed, on February 20, 2024,~~The ~~the~~ Company’s ~~received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that~~sponsor, ~~unless~~officers ~~the~~and ~~Company~~directors ~~timely~~have ~~requested~~agreed ato ~~hearing~~waive ~~before~~their aredemption ~~Nasdaq~~rights ~~hearings~~with ~~panel,~~respect ~~trading~~to oftheir ~~the~~outstanding ~~Company’s securities~~Class A onordinary ~~Nasdaq~~shares ~~would~~issued beprior ~~suspended due~~ to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its registration statement relating to its initial public offering. ~~The~~and ~~Company~~owned ~~requested~~by aQuadro ~~hearing~~Sponsor ~~before~~LLC. ~~the~~There ~~Nasdaq~~will ~~hearings~~be ~~panel,~~no ~~which~~redemption rights ~~was~~or ~~held~~liquidating ondistributions ~~March~~with ~~26,~~respect ~~2024.~~to At the ~~hearing, the~~ Company’s ~~requested an extension until August 19~~warrants, ~~2024 to allow it sufficient time to complete the BCA,~~ which ~~was~~will ~~granted by~~expire ~~the Nasdaq hearings panel~~worthless.

~~On April 29, 2024, the~~ The Company ~~received~~expects ~~an additional~~that ~~notification~~The ~~letter from~~ Nasdaq ~~notifying~~Stock ~~the~~Market ~~Company~~LLC ~~that~~will itfile ~~had failed to pay certain annual fees required by Listing Rule 5250(f) totaling $81,000. As~~ a ~~result,~~Form ~~Nasdaq~~25 ~~requires~~with the ~~Company~~United ~~submit~~States ~~its~~Securities ~~views~~and ~~with~~Exchange ~~respect~~Commission ~~to this deficiency in writing no later than May 6, 2024, whereupon~~ (the ~~hearings panel will consider whether~~ “Commission”) to ~~continue~~delist ~~listing~~ the Company’s securities ~~on Nasdaq~~. The Company ~~plans~~thereafter expects to ~~submit~~file ~~its~~a ~~views~~Form on15 ~~this~~with ~~matter~~the ~~and~~Commission ~~update~~to ~~Nasdaq~~terminate ~~regarding~~ the ~~termination~~ registration of its securities under the ~~BCA~~Securities byExchange ~~May~~Act 6of 1934, ~~2024~~as amended.

SIGNATURES

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.

Date: May 3, 2024	Quadro Acquisition One Corp.
Date: May 23, 2024	Quadro Acquisition One Corp.
	/s/ Dimitri Elkin
	Name:	Dimitri Elkin
	Title:	Chief Executive Officer

Filing Compare · Quadro Acquisition One Corp.