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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/17/24 Quadro Acquisition One Corp. 10-K 12/31/23 60:4.8M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 975K
2: EX-3.2 Amendment to Second Amended and Restated HTML 24K
Memorandum and Articles of Association
3: EX-4.1 Description of Securities of Quadro Acquisition HTML 124K
One Corp
4: EX-14.1 Code of Ethics HTML 56K
5: EX-19.1 Insider Trading Policy HTML 75K
9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 34K
Awarded Compensation
6: EX-31.1 Certification -- §302 - SOA'02 HTML 23K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 23K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 19K
15: R1 Cover HTML 104K
16: R2 Audit Information HTML 23K
17: R3 Balance Sheets HTML 109K
18: R4 Balance Sheets (Parentheticals) HTML 40K
19: R5 Statements of Operations HTML 58K
20: R6 Statements of Operations (Parentheticals) HTML 29K
21: R7 Statements of Changes in Shareholders? Deficit HTML 51K
22: R8 Statements of Cash Flows HTML 88K
23: R9 Description of Organization, Business Operations HTML 54K
and Going Concern
24: R10 Basis of Presentation and Summary of Significant HTML 56K
Accounting Policies
25: R11 Initial Public Offering HTML 21K
26: R12 Private Placement HTML 22K
27: R13 Related Party Transactions HTML 38K
28: R14 Commitments and Contingencies HTML 26K
29: R15 Warrants HTML 35K
30: R16 Class A Ordinary Shares Subject to Possible HTML 28K
Redemption
31: R17 Shareholders? Deficit HTML 29K
32: R18 Fair Value Measurements HTML 34K
33: R19 Subsequent Events HTML 47K
34: R20 Pay vs Performance Disclosure HTML 30K
35: R21 Insider Trading Arrangements HTML 24K
36: R22 Accounting Policies, by Policy (Policies) HTML 87K
37: R23 Basis of Presentation and Summary of Significant HTML 27K
Accounting Policies (Tables)
38: R24 Class A Ordinary Shares Subject to Possible HTML 28K
Redemption (Tables)
39: R25 Fair Value Measurements (Tables) HTML 31K
40: R26 Description of Organization, Business Operations HTML 171K
and Going Concern (Details)
41: R27 Basis of Presentation and Summary of Significant HTML 34K
Accounting Policies (Details)
42: R28 Basis of Presentation and Summary of Significant HTML 39K
Accounting Policies (Details) - Schedule of Basic
and Diluted Net Income Per Share for Each Class of
Ordinary Shares
43: R29 Basis of Presentation and Summary of Significant HTML 36K
Accounting Policies (Details) - Schedule of Basic
and Diluted Net Income Per Share for Each Class of
Ordinary Shares (Parentheticals)
44: R30 Initial Public Offering (Details) HTML 35K
45: R31 Private Placement (Details) HTML 32K
46: R32 Related Party Transactions (Details) HTML 129K
47: R33 Commitments and Contingencies (Details) HTML 29K
48: R34 Warrants (Details) HTML 39K
49: R35 Class A Ordinary Shares Subject to Possible HTML 34K
Redemption (Details)
50: R36 Class A Ordinary Shares Subject to Possible HTML 41K
Redemption (Details) - Schedule of Class A
Ordinary Shares Subject to Possible Redemption
51: R37 Shareholders? Deficit (Details) HTML 62K
52: R38 Fair Value Measurements (Details) HTML 23K
53: R39 Fair Value Measurements (Details) - Schedule of HTML 39K
Assets and Liabilities that are Measured at Fair
Value on a Recurring Basis
54: R40 Fair Value Measurements (Details) - Schedule of HTML 25K
Change in the Fair Value of the Level 3 Derivative
Warrant Liabilities
55: R41 Subsequent Events (Details) HTML 38K
57: XML IDEA XML File -- Filing Summary XML 100K
60: XML XBRL Instance -- ea0203843-10k_quadroacq1_htm XML 641K
56: EXCEL IDEA Workbook of Financial Report Info XLSX 120K
11: EX-101.CAL XBRL Calculations -- qdro-20231231_cal XML 66K
12: EX-101.DEF XBRL Definitions -- qdro-20231231_def XML 601K
13: EX-101.LAB XBRL Labels -- qdro-20231231_lab XML 883K
14: EX-101.PRE XBRL Presentations -- qdro-20231231_pre XML 540K
10: EX-101.SCH XBRL Schema -- qdro-20231231 XSD 145K
58: JSON XBRL Instance as JSON Data -- MetaLinks 381± 547K
59: ZIP XBRL Zipped Folder -- 0001213900-24-033871-xbrl Zip 355K
Exhibit 3.2
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 | ||
 | ||||
| 1 | Filed: 24-Nov-2023 11:41 EST | |||
| www.verify.gov.ky File#: 366127 | Auth Code: G41679074352 |
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.” |
| | ||||
| 2 | Filed: 24-Nov-2023 11:41 EST | |||
| www.verify.gov.ky File#: 366127 | Auth Code: G41679074352 |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 5/22/24 | ||||
| Filed on: | 4/17/24 | |||
| For Period end: | 12/31/23 | NT 10-K | ||
| 11/22/23 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/17/24 Quadro Acquisition One Corp. 8-K:1,5,8,9 1/09/24 14:1M EdgarAgents LLC/FA 4/18/23 Quadro Acquisition One Corp. 10-K 12/31/22 55:5.2M EdgarAgents LLC/FA 2/23/21 Quadro Acquisition One Corp. 8-K:1,3,5,8 2/17/21 14:1.6M EdgarAgents LLC/FA 2/08/21 Quadro Acquisition One Corp. S-1/A 2/05/21 21:4.9M EdgarAgents LLC/FA |