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): ~~February~~ 26May 3, 2024 (~~February~~April 2029, 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) 738-6680

(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 1.02

Termination of a Material Definitive Agreement.

As previously disclosed, on January 12, 2024, Quadro Acquisition One Corp. (the “Company”) entered into a Business Combination Agreement (the “BCA”) with NHC Holdings II, Inc., a Delaware corporation (the “Seller”), NHC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Seller, Global Growth Holdings, LLC, a Delaware limited liability company, and Greg Lindberg, a resident of the State of Florida.

On May 1, 2024, the Company provided notice to the Seller that it has terminated the BCA pursuant to Section 7.1(e) thereof due to material breaches of the BCA by the Seller resulting from Seller’s failure to provide the Company with the 2023 Financial Statements (as defined in the BCA) by April 30, 2024 as required by Section 5.4(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 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnAs previously disclosed, on February 20, 2024, ~~Quadro Acquisition One Corp.~~ (the “Company”) received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, unless the Company timely ~~requests~~requested a hearing before ~~the~~a Nasdaq ~~Hearings~~hearings ~~Panel (the “Panel”)~~panel, trading of the Company’s securities on Nasdaq ~~will~~would be suspended ~~at the opening of business on February 29, 2024,~~ 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 Company ~~plans~~requested ~~to timely request~~ a hearing before the ~~Panel~~Nasdaq tohearings ~~request sufficient time to complete the Company’s previously disclosed proposed business combination~~panel, which was ~~announced~~held on ~~January~~March 1726, 2024. (At the ~~“Business Combination”). The~~ hearing, ~~request will result in a stay of any suspension or delisting action pending~~ the ~~hearing.~~Company ~~There~~requested ~~can~~an beextension nountil ~~assurance~~August ~~that~~19, ~~the Company~~2024 ~~will be able~~ to ~~satisfy~~allow ~~Nasdaq’s~~it ~~continued~~sufficient ~~listing~~time ~~requirements,~~to ~~regain~~complete ~~compliance~~the ~~with Nasdaq IM-5101-2~~BCA, ~~and~~which ~~maintain~~was granted ~~compliance~~by ~~with~~the ~~other~~ Nasdaq ~~listing~~hearings ~~requirements~~panel.

~~Additional~~On ~~Information~~April 29, 2024, the Company received an ~~and~~additional ~~Where~~notification letter from Nasdaq notifying the Company that it had failed to ~~Find~~pay Itcertain annual fees required by Listing Rule 5250(f) totaling $81,000. As a result, Nasdaq requires the Company submit its views with respect to this deficiency in writing no later than May 6, 2024, whereupon the hearings panel will consider whether to continue listing the Company’s securities on Nasdaq. The Company plans to submit its views on this matter and update Nasdaq regarding the termination of the BCA by May 6, 2024.

In connection with the proposed Business Combination, the Company will file relevant materials with the Securities and Exchange Commission (“SEC”), including a registration statement on Form S-4 that will include a proxy statement of the Company that also constitutes a prospectus of the Company, and a definitive proxy statement/prospectus will be mailed to the Company’s shareholders. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders can obtain free copies of the registration statement, the proxy statement/prospectus (when available), and other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov.

No Offer or Solicitation

This communication is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy, or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Participants in Solicitation

The Company’s directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies in connection with the proposed Business Combination. Information about the Company’s officers and directors can be found in its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, all of which are filed with the SEC and available at www.sec.gov. Information about the directors and officers of the Company following the Business Combination will be contained in the proxy statement/prospectus and or other required filings related to the appointment of such directors or hiring of such executive officers. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed Business Combination when they become available.

Forward-Looking Statements

DISCLOSURE NOTICE: This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, related to the Company and the Business Combination. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. These forward-looking statements involve uncertainties that could significantly affect the financial or operating results of the Company, including the amount of total assets of the Company or combined companies after any transaction. These forward-looking statements may be identified by terms such as anticipate, believe, foresee, expect, intend, plan, may, will, could and should and the negative of these terms or other similar expressions. Forward-looking statements in this document include, among other things, statements about the potential benefits of the proposed Business Combination, including future financial and operating results, plans, objectives, expectations and intentions and the anticipated timing of closing of the Business Combination. In addition, all statements that address operating performance, events or developments that the Company expects or anticipates will occur in the future, including statements relating to creating value for shareholders, benefits of the proposed Business Combination to customers, vendors, employees, shareholders and other constituents of the combined company, integrating the two companies, cost savings and the expected timetable for completing the proposed Business Combination, are forward-looking statements. These forward-looking statements involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, among other things, risks related to the satisfaction of the conditions to closing the Business Combination (including the failure to obtain necessary shareholder approvals) in the anticipated timeframe or at all; risks related to the ability to realize the anticipated benefits of the Business Combination, including the possibility that the expected benefits from the proposed Business Combination will not be realized or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the transaction making it more difficult to maintain business, contractual and operational relationships; the unfavorable outcome of any legal proceedings that have been or may be instituted against the Company; failure to protect proprietary or personally identifiable data against unauthorized access or unintended release; the ability to retain key personnel; negative effects of this announcement or the consummation of the proposed Business Combination on the market price of the capital stock of the Company, and on the Company’s operating results; significant transaction costs, fees, expenses and charges; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed Business Combination; other business effects, including the effects of industry, market, economic, political or regulatory conditions; future exchange and interest rates; changes in tax and other laws, regulations, rates and policies; future business combinations or disposals; and competitive developments.

A further description of risks and uncertainties relating to the Company can be found in its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, all of which are filed with the SEC and available at www.sec.gov, and additional risks and uncertainties relating to the Company, the other parties to the Business Combination and the proposed Business Combination will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed Business Combination when they become available.

Neither the Company nor any other party assumes any obligation to update the forward-looking statements in this document as the result of new information or future events or developments.

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: February 26, 2024	Quadro Acquisition One Corp.
Date: May 3, 2024	Quadro Acquisition One Corp.
	/s/ Dimitri Elkin
	Name:	Dimitri Elkin
	Title:	Chief Executive Officer

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