Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May 28, 2021, Kismet Acquisition One Corp (the "Company") received a
deficiency letter from the Nasdaq Capital Market ("Nasdaq") indicating that it
is not in compliance with Section 5250(c) of the Nasdaq Rules and Regulations as
a result of its failure to timely file the Form 10-Q for the fiscal quarter
ended March 31, 2021 (the "Form 10-Q").
On April 12, 2021, the staff of the Securities and Exchange Commission ("SEC")
issued a public statement entitled "Staff Statement on Accounting and Reporting
Considerations for Warrants Issued by Special Purpose Acquisition Companies
("SPACs")" (the "Statement"), which clarified guidance for all SPAC-related
companies regarding the accounting and reporting for their warrants. The
immediacy of the effective date of the new guidance set forth in the Statement
has resulted in a significant number of SPACs re-evaluating the accounting
treatment for their warrants with their professional advisors, including
auditors and other advisors responsible for assisting SPACs in the preparation
of financial statements. This, in turn, has resulted in the Company's delay in
preparing and finalizing its financial statements as of and for the quarter
ended March 31, 2021 and filing its Form 10-Q with the SEC by the prescribed
deadline.
Under the Nasdaq's rules, the Company has 60 calendar days from the date of the
deficiency letter to submit to Nasdaq a plan to regain compliance with the
Nasdaq Listing Rules. The Company intends to file its 10-Q as promptly as
practicable to cure the deficiency outlined in the letter from the Nasdaq.
Item 8.01. Other Events.
As required by the Nasdaq rules, on June 3, 2021, the Company issued a press
release regarding the matters described in Item 3.01 above. A copy of the press
release is included as Exhibit 99.1 to this Current Report and incorporated
herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and
are subject to the safe harbor created thereby. In some cases, forward-looking
statements can be identified by terminology such as "may," "will," "could,"
"would," "should," "expect," "plan," "anticipate," "intend," "believe,"
"estimate," "predict," "potential," "outlook," "guidance" or the negative of
those terms or other comparable terminology. These statements are based on the
current beliefs and expectations of the Company's management and are subject to
significant risks and uncertainties. The above statements regarding the impact
of the Statement on the Company's financial statements, as well as the effect of
the revision on any periodic SEC filings, including the timing of filing the
Form 10-Q, as well as statements regarding the Company's proposed business
combination with Nexters Global Ltd., constitute forward-looking statements that
are based on the Company's current expectations. Because these forward-looking
statements involve risks and uncertainties, there are important factors that
could cause future events to differ materially from those in the forward-looking
statements, many of which are outside of the Company's control. These factors
include, but are not limited to, a variety of risk factors affecting the
Company's business and prospects, see the section titled "Risk Factors" in the
Company's Annual Report on Form 10-K filed with the SEC on March 31, 2021 and
subsequent reports filed with the SEC, as amended from time to time. Any
forward-looking statements are made only as of the date hereof, and unless
otherwise required by applicable securities laws, the Company disclaims any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated June 3, 2021.
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