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Form 4 Kismet Acquisition Two For: Jun 30 Filed by: Kismet Sponsor Ltd

July 5, 2022 7:21 AM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Kismet Sponsor Ltd

(Last) (First) (Middle)
850 LIBRARY AVENUE,
SUITE 204

(Street)
NEWARK DE 19715

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Kismet Acquisition Two Corp. [ KAII ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares (1) (1) 06/30/2022   J (2)     6,250,000   (1)   (1) Class A Ordinary Shares 6,250,000 (2) 0 (2) D  
Explanation of Responses:
1. The Class B ordinary shares have no expiration date and will automatically convert into Class A ordinary shares at the time of the registrant's initial business combination ("Business Combination"), or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the registrant's registration statement on Form S-1 (File No. 333-252419).
2. On June 15, 2022, the Reporting Person transferred to Quadro Sponsor LLC, its wholly owned subsidiary, 6,250,000 Class B ordinary shares and 4,400,000 warrants of the registrant held by the Reporting Person pursuant to an internal restructuring. On June 30, 2022, pursuant to a membership interest purchase agreement, the Reporting Person transferred 100% of its membership interests in Quadro Sponsor LLC to Quadro IH DMCC.
Kismet Sponsor Limited By: /s/ Natalia Markelova, Director 07/01/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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