NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS
NOTE
1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION
Kismet
Acquisition One Corp (the “Company”) was newly incorporated in the British Virgin Islands on June 3, 2020 as a business
company with limited liability and formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and
amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other
similar initial business combination with one or more businesses or entities (“Business Combination”). Although the
Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the
Company intends to focus on companies in the telecommunications infrastructure, internet and technology and consumer goods and
services sectors operating in Russia. The Company has neither engaged in any operations nor generated revenue to date. The Company
is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”).
At
September 30, 2020, the Company had not yet commenced operations. All activity for the period from June 3, 2020 (inception) through
September 30, 2020 relates to the Company’s formation, the preparation for its initial public offering (the “Initial
Public Offering”), which is described below, and since the Initial Public Offering, the search for a potential target. The
Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.
The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived
from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The
Company’s sponsor is Kismet Sponsor Limited, a business company incorporated in the British Virgin Islands with limited
liability (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared
effective on August 5, 2020. On August 10, 2020, the Company consummated its Initial Public Offering of 25,000,000 units (the
“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”),
at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.3 million,
inclusive of approximately $8.8 million in deferred underwriting commissions (Note 6). The Company granted the underwriter a 45-day
option to purchase up to an additional 3,750,000 Units at the Initial Public Offering price to cover over-allotments, if any. The
over-allotment option expired unexercised on September 19, 2020.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”)
of 6,750,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”),
at a price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of approximately $6.8 million (Note
4).
Upon
the closing of the Initial Public Offering and the Private Placement in August 2020, $250.0 million ($10.00 per Unit) of the net
proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust
Account”) initially invested in cash and subsequently in U.S. “government securities” within the meaning of
Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain
conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations,
until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described
below.
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public
Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied
generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more
operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding
the amount of the deferred underwriting discount held in trust and taxes payable on the income earned on the Trust Account) at
the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will
only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities
of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an
investment company under the Investment Company Act 1940, as amended, or the Investment Company Act.
KISMET ACQUISITION ONE CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS
The
Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all
or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder
meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company
will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its
discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in
the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust
Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public
Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay
to the underwriters (as discussed in Note 6). These Public Shares have been recorded at a redemption value and classified as temporary
equity on the condensed balance sheets in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” If the Company seeks shareholder approval of a Business Combination, it will complete the Business
Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination
and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law
and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to
its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”),
conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”),
and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of
the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the
Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the
tender offer rules. Additionally, each Public Shareholder may elect to redeem such shareholder’s Public Shares irrespective
of whether such shareholder votes for or against the proposed transaction. If the Company seeks shareholder approval in connection
with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and the Sponsor and the
Company’s officers and directors have agreed to vote any Public Shares purchased during or after the Initial Public Offering
in favor of a Business Combination. In addition, the Sponsor has agreed to waive its redemption rights with respect to its Founder
Shares and the Sponsor and the Company’s officers and directors have agreed to waive their redemption rights with respect
to any Public Shares owned by them in connection with the completion of a Business Combination.
Notwithstanding
the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder,
together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted
from redeeming its shares with respect to more than an aggregate of 20% or more of the ordinary shares sold in the Initial Public
Offering, without the prior consent of the Company.
The
Sponsor and the Company’s officers and directors have agreed not to propose an amendment to the Company’s Amended
and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation
to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares
if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity
to redeem their ordinary shares in conjunction with any such amendment.
If
the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or
August 10, 2022 (as may be extended by approval of the Company’s shareholders, the “Combination Period”), the
Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of
then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders
(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board
of directors, commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to the Company’s
obligations under British Virgin Islands law to provide for claims of creditors and the requirements of other applicable law.
KISMET ACQUISITION ONE CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS
In
connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the
Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest
earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable
(less up to $100,000 of interest to pay dissolution expenses).
The
Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business
Combination within the Combination Period. However, if the Sponsor should acquire Public Shares after the Initial Public Offering,
it will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails
to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their
deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within
the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be
available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that
the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only
$10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has
agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products
sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality
or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser
of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation
of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided
that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any
and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims
under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including
liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party,
the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce
the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors,
service providers (except the Company’s independent registered public accounting firm), prospective target businesses or
other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or
claim of any kind in or to monies held in the Trust Account.
Basis
of Presentation
The
accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally
accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting
of normal accruals) considered for a fair presentation have been included. Operating results for the period from June 3, 2020
(inception) through September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending
December 31, 2020.
The
accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and
notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on August 14, 2020 and
August 7, 2020, respectively.
Emerging
Growth Company
As
an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are
applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
approved.
KISMET ACQUISITION ONE CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared
effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition
period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.
The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised
and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt
the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s
financial statements with another public company which is neither an emerging growth company nor an emerging growth company which
has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
Liquidity
and Capital Resources
The
accompanying unaudited condensed financial statements have been prepared assuming the Company will continue as a going concern,
which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.
As of September 30, 2020, the Company had approximately $0.9 million in its operating bank account and working capital of approximately
$1.0 million.
Through
September 30, 2020, the Company’s liquidity needs were satisfied through a payment of $25,000 from Sponsor to cover certain
offering costs in exchange for the issuance of the Founder Shares and a loan of approximately $191,000 from the Sponsor pursuant
to the Note (see Note 4). Subsequent to the consummation the Initial Public Offering, the Company’s liquidity needs were
also satisfied with net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully
repaid the Note balance of approximately $191,000 on August 12, 2020. In addition, in order to finance transaction costs in connection
with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors
may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of September 30, there were no amounts
outstanding under the Working Capital Loans.
Based
on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor
or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier
of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these
funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing
due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or
acquire, and structuring, negotiating and consummating a Business Combination.
Management
continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable
as of the date of the financial statements. The financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use
of Estimates
The
preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at
the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ
from those estimates.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect
of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered
in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual
results could differ significantly from those estimates.
KISMET ACQUISITION ONE CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and any investments held in Trust Account.
The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks
on such accounts. The Company’s investments held in the Trust Account as of September 30, 2020 is comprised of investments
in U.S. Treasury securities having a maturity of 185 days or less or investments in money market funds that comprise only U.S.
government securities.
Investments
Held in the Trust Account
The
Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning
set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market
funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account
are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each
reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments
held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments
held in the Trust Account are determined using available market information.
Fair
Value of Financial Instruments
Fair
value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the
inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
These tiers include:
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●
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Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments
in active markets;
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●
|
Level
2, defined as inputs other than quoted prices in active markets that are either directly
or indirectly observable such as quoted prices for similar instruments in active markets
or quoted prices for identical or similar instruments in markets that are not active;
and
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|
●
|
Level
3, defined as unobservable inputs in which little or no market data exists, therefore
requiring an entity to develop its own assumptions, such as valuations derived from valuation
techniques in which one or more significant inputs or significant value drivers are unobservable.
|
In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.
In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest
level input that is significant to the fair value measurement.
As
of September 30, 2020, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to
the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments
in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise
only U.S. government securities and are recognized at fair value. The fair value of investments held in Trust Account is
determined using quoted prices in active markets.
KISMET ACQUISITION ONE CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS
Offering
Costs Associated with Initial Public Offering
Offering
costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were
directly related to the Initial Public Offering and were charged to additional paid-in capital upon the completion of the Initial
Public Offering in August 2020.
Ordinary
Shares Subject to Possible Redemption
The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing
Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as liability instruments
and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights
that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’
equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s
control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2020, 23,730,387 ordinary shares
subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s
condensed balance sheets.
Net
Loss Per Ordinary Share
The Company complies with accounting and disclosure
requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted
average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor.
Weighted average shares were reduced for the effect of an aggregate of 937,500 ordinary shares that were subject to forfeiture
if the option to purchase additional Units is not exercised by the underwriters (see Note 7). On September 17, 2020, the underwriters
notified the Company that the over-allotment was not exercised, and as a result, 937,500 ordinary shares were forfeited and cancelled,
effective as of September 19, 2020. The Company has not considered the effect of the warrants
sold in the Initial Public Offering and Private Placement to purchase an aggregate of 19,250,000 ordinary
shares in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock
method. As a result, diluted loss per share is the same as basic loss per share for the period presented.
Share-based
Compensation
The
Company expenses share-based compensation to employees and non-employees over the requisite service period based on the estimated
grant-date fair value of the awards. Share-based awards with graded-vesting schedules are recognized on a straight-line basis
over the requisite service period for each separately vesting portion of the award. The Company recognizes the expense for share-based
compensation awards subject to performance-based milestone vesting over the remaining service period when management determines
that achievement of the milestone is probable. Management evaluates when the achievement of a performance-based milestone is probable
based on the expected satisfaction of the performance conditions at each reporting date. Share-based compensation would be recognized
in general and administrative expense in the condensed statements of operations.
Income
Taxes
ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement
of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands
is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties
as of September 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments,
accruals or material deviation from its position.
There
is currently no taxation imposed on income by the Government of the British Virgin Islands. In accordance with British Virgin
Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected
in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized
tax benefits will materially change over the next twelve months.
Recent
Accounting Pronouncements
Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have
a material impact on the Company’s unaudited condensed financial statements.
KISMET ACQUISITION ONE CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS
NOTE
3. INITIAL PUBLIC OFFERING
On
August 10, 2020, the Company consummated its Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross
proceeds of $250.0 million, and incurring offering costs of approximately $14.3 million, inclusive of approximately $8.8 million
in deferred underwriting commissions.
Each
Unit consists of one ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant
entitles the holder to purchase one ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7).
NOTE
4. PRIVATE PLACEMENT
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,750,000 Private Placement
Warrants, at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $6.8
million.
Each
whole Private Placement Warrant is exercisable for one whole ordinary share at a price of $11.50 per share. A portion of the proceeds
from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the
Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.
The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor
or its permitted transferees.
NOTE
5. RELATED PARTY TRANSACTIONS
Founder
Shares
On
June 8, 2020, the Company issued 6,250,000 ordinary shares to the Sponsor (the “Founder Shares”). The Sponsor paid
for certain offering costs of $25,000 on behalf of the Company in exchange for issuance of the Founder Shares. In July 2020, the
Company performed a 1.23 share split resulting in the Sponsor holding an aggregate of 7,687,500 Founder Shares. All shares and
associated amounts have been retroactively restated to reflect the share capitalization. The Sponsor had agreed to forfeit up
to an aggregate of 937,500 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units is
not exercised in full by the underwriters so that the Founder Shares would represent 20% of the Company’s issued and outstanding
shares after the Initial Public Offering plus the number of ordinary shares to be sold pursuant to the Forward Purchase Agreement
(as defined below). On September 17, 2020, the underwriters notified the Company that the over-allotment option was not exercised;
as a result, these Founder Shares were forfeited, effective as of September 19, 2020.
The
Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to
occur of: (x) one year after the date of the completion of the initial Business Combination or earlier if, subsequent to the initial
Business Combination, the last reported sale price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for
share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period
commencing at least 150 days after the initial Business Combination, or (y) the Company consummates a subsequent liquidation,
merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right
to exchange their ordinary shares for cash, securities or other property.
Related
Party Loans
On
June 10, 2020, the Sponsor agreed to loan the Company up to $200,000 to be used for the payment of costs related to the Initial
Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon
the date the Company consummated the Initial Public Offering. The Company borrowed approximately $191,000 under the Note and repaid
the Note in full on August 12, 2020.
KISMET ACQUISITION ONE CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS
In
addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the
Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may
be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the
Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would
be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company
may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust
Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if
any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either
be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million
of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per
warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2020, the Company had no borrowings
under the Working Capital Loans. However, as of September 30, 2020, there was an advance from the Sponsor of approximately $7,000
outstanding.
Administrative
Services Agreement
Commencing
on the date that of the Company’s final prospectus, the Company agreed to pay an affiliate of the Sponsor a total of up
to $10,000 per month for office space, administrative and support services. The Company incurred $20,000 in these fees for the
three months ended September 30, 2020 and for the period from June 3, 2020 through September 30, 2020. As of September 30, 2020,
these fees are payable and included as Due to related party on the condensed balance sheet. Upon completion of the Initial Business
Combination or the Company’s liquidation, the Company will cease paying these monthly fees.
Forward
Purchase Agreement
On
August 5, 2020, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with the
Sponsor, which provides for the purchase of $20,000,000 of units, with each unit consisting of one ordinary share (the “Forward
Purchase Shares”) and one half of one warrant to purchase one ordinary share at $11.50 per share (the “Forward Purchase
Warrants”), for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of the
initial Business Combination. The purchase under the Forward Purchase Agreement is required to be made regardless of whether any
ordinary shares are redeemed by the Public Shareholders. The Forward Purchase Shares and Forward Purchase Warrants will be issued
only in connection with the closing of the initial Business Combination. The proceeds from the sale of Forward Purchase Shares
and Forward Purchase Warrants may be used as part of the consideration to the sellers in the initial Business Combination, expenses
in connection with the initial Business Combination or for working capital in the post-transaction company.
NOTE
6. COMMITMENTS AND CONTINGENCIES
Registration
Rights
The
holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans
(and any ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion
of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement, requiring the Company
to register such securities for resale. The holders of the majority of these securities are entitled to make up to three demands,
excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination
and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.
Underwriting
Agreement
The
Company granted the underwriters a 45-day option from the date of the prospectus to purchase up to 3,750,000 additional Units
at the Initial Public Offering price less the underwriting discounts and commissions. On September 17, 2020, the underwriters
notified the Company that the over-allotment option was not exercised; as a result, 937,500 Founder Shares were forfeited, effective
as of September 19, 2020.
The
underwriters were entitled to an underwriting commission of $0.20 per unit, or $5.0 million in the aggregate, paid upon the closing
of the Initial Public Offering. In addition, the underwriters were entitled to a deferred underwriting commission of $0.35 per
unit, or approximately $8.8 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts
held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting
agreement.
KISMET ACQUISITION ONE CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS
NOTE
7. SHAREHOLDER’S EQUITY
Ordinary
Shares
The
Company is authorized to issue unlimited ordinary shares with no par value. Holders of the Company’s ordinary shares are
entitled to one vote for each share. On June 8, 2020, the Company issued 6,250,000 ordinary shares. In July 2020, the Company
performed a 1.23 share split resulting in the Sponsor holding an aggregate of 7,687,500 Founder Shares. All shares and associated
amounts have been retroactively restated to reflect the share capitalization. Of these 7,687,500 Founder Shares, 937,500 were
subject to forfeiture by the Sponsor (or its permitted transferees) on a pro rata basis depending on the extent to which the underwriters’
option to purchase additional units was exercised. On September 17, 2020, the underwriters notified the Company that the over-allotment
option was not exercised; thus, the 937,500 ordinary shares were forfeited, effective as of September 19, 2020. As of September
30, 2020, there were 31,750,000 ordinary shares issued and outstanding, consisting of 6,750,000 Founder Shares and 25,000,000
Public Shares (of which 23,730,387 shares are subject to possible redemption).
Preferred
Shares
The
Company is authorized to issue without shareholder approval of an unlimited number of preferred shares with no par value, divided
into five classes, through Class E (collectively, the “preferred shares”) each with such designation, rights and preferences
as may be determined by a resolution of the Company’s board of directors to amend the Amended and Restated Memorandum and
Articles of Association to create such designations, rights and preferences. As of September 30, 2020, there were no preferred
shares issued or outstanding.
Warrants
Public
Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the
Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after
the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case
that the Company has an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise
of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt
from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders
to exercise their warrants on a cashless basis under certain circumstances).
The
Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the initial
Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for
the registration, under the Securities Act, of the ordinary shares issuable upon exercise of the warrants. The Company will use
its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration
statement, and its prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the
warrant agreement. Notwithstanding the above, if the ordinary shares are at the time of any exercise of a warrant not listed on
a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1)
of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so
on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects,
it will not be required to file or maintain in effect a registration statement or register or qualify the shares under applicable
blue sky laws to the extent an exemption is available.
The
warrants have an exercise price of $11.50 per share and will expire in five years after the completion of a Business Combination
or earlier upon redemption or liquidation.
KISMET ACQUISITION ONE CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS
The
Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except
that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants will not
be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited
exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers
or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor
or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders
on the same basis as the Public Warrants.
Once
the warrants become exercisable, the Company may redeem the outstanding warrants (excluding the Private Placement Warrants), in
whole and not in part, at a price of $0.01 per warrant:
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upon
a minimum of 30 days’ prior written notice of redemption;
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if,
and only if, the last reported sale price of the ordinary shares equals or exceeds $18.00
per share (as adjusted for share splits, share dividends, rights issuances, subdivisions,
reorganizations, recapitalizations and the like) for any 20 trading days within a 30
trading day period ending three business days before we send the notice of redemption
to the warrant holders.
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Once
the warrants become exercisable, the Company may redeem the outstanding warrants, in whole and not in part, at a price of $0.10
per warrant:
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upon
a minimum of 30 days’ prior written notice of redemption, provided that holders
will be able to exercise their warrants on a cashless basis prior to redemption and receive
that number of shares determined by reference to an agreed table set forth based on the
redemption date and the “fair market value” of the ordinary shares;
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if,
and only if, the closing price of the ordinary shares equals or exceeds $10.00 per Public
Share (as adjusted for share splits, share dividends, rights issuances, subdivisions,
reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading
day period ending three trading days before the Company sends the notice of redemption
to the warrant holders, and
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if
the closing price of the ordinary shares for any 20 trading days within a 30-trading
day period ending on the third trading day prior to the date on which the Company sends
the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted
for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations
and the like), the Private Placement Warrants must also be concurrently called for redemption
on the same terms as the outstanding Public Warrants, as described above.
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The
“fair market value” of the ordinary shares for the above purpose shall mean the volume weighted average price of the
ordinary shares during the ten trading days immediately following the date on which the notice of redemption is sent to the holders
of warrants. The Company will provide the warrant holders with the final fair market value no later than one business day after
the ten-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption
feature for more than 0.361 ordinary shares per warrant (subject to adjustment).
The
exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including
in the event of a share capitalization, or recapitalization, reorganization, merger or consolidation. However, the warrants will
not be adjusted for issuance of ordinary shares at a price below its exercise price. Additionally, in no event will the Company
be required to net cash settle the warrants shares. If the Company is unable to complete a Business Combination within the Combination
Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds
with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust
Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
Share
Options
In
August 2020, the Company granted option awards to three of its independent directors that contain both a performance condition
and service condition. Each option award is an option to purchase 40,000 ordinary shares at an exercise price of $10.00 per share
which vest upon the consummation of the initial Business Combination and will expire in five years after the date on which they
first become exercisable. The Company has determined that the consummation of an initial Business Combination is a performance
condition subject to significant uncertainty. As such, the achievement of the performance is not deemed to be probable of achievement
until the consummation of the event, and therefore no compensation has been recognized as of September 30, 2020.
NOTE
8. SUBSEQUENT EVENTS
Management
has evaluated subsequent events to determine if events or transactions occurring after the balance sheet date through November
6, 2020, the date the financial statements were available for issuance, require potential adjustment to or disclosure in the
financial statements and has concluded that all such events that would require recognition or disclosure have been recognized
or disclosed.