Item 7.01. Regulation FD Disclosure.
On
February 1, 2021, Kismet Acquisition One Corp. (“Kismet”) and Nexters Global Ltd. (the “Company”) posted
to their respective websites both a video presentation (the “Video Presentation”) and an audio presentation (the “Audio
Presentation”) regarding the proposed business combination and related transactions (collectively, the “Proposed Transactions”)
among Kismet, the Company and Nexters Inc. (“Pubco”), amongst others, announced on that date. Transcripts of the Video
Presentation and the Audio Presentation are attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated herein by
reference. Such exhibits and the information set forth therein shall not be deemed to be filed for purposes of Section 18
of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference
in any filing under the Securities Act or the Exchange Act.
Additional Information and Where to Find It
In connection with the Proposed Transactions,
a Registration Statement on Form F-4 is expected to be filed by Pubco with the SEC that will include a proxy statement of Kismet
that will also constitute a prospectus of Pubco (the “Proxy Statement/Prospectus”). The definitive Proxy Statement/Prospectus
will be mailed to Kismet’s shareholders. Kismet, the Company and Pubco urge investors, shareholders and other interested
persons to read, when available, the Registration Statement, including the preliminary Proxy Statement/Prospectus, and amendments
thereto, and the definitive Proxy Statement/Prospectus, as well as other documents filed with the SEC, because these documents
will contain important information about Kismet, the Company, Pubco and the Proposed Transactions. Such persons can also read the
final prospectus from Kismet’s initial public offering for a description of the security holdings of Kismet’s officers
and directors and their respective interests as security holders in the consummation of the Proposed Transactions. The definitive
Proxy Statement/Prospectus will be mailed to Kismet’s shareholders as of a record date to be established for voting on the
Proposed Transactions. Kismet’s shareholders will also be able to obtain a copy of such documents, without charge, by directing
a request to: Kismet Acquisition One Corp., 850 Library Avenue, Suite 204, Newark, Delaware 19715. These documents, once available,
can also be obtained, without charge, at the SEC’s web site (http://www.sec.gov).
Participants in Solicitation
Kismet, the Company, Pubco and their respective
directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies of Kismet’s shareholders in connection with the Proposed Transactions. Investors and security
holders may obtain more detailed information regarding the names, affiliations and interests of Kismet’s directors and executive
officers in the final prospectus from Kismet’s initial public offering, which was filed with the SEC on August 7, 2020. Information
regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Kismet’s shareholders
in connection with the Proposed Transactions will be set forth in the Proxy Statement/Prospectus for the Proposed Transactions
when available. Information concerning the interests of Kismet’s and the Company’s participants in the solicitation,
which may, in some cases, be different than those of Kismet’s and the Company’s equity holders generally, will be set
forth in the Proxy Statement/Prospectus relating to the Proposed Transactions when it becomes available.
Non-Solicitation
This Current Report on Form 8-K is not a
proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed
Transactions and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Kismet, Pubco or
the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Forward Looking Statements
This Current Report on Form 8-K (including
certain of the exhibits hereto) includes certain statements that are not historical facts but are forward-looking statements for
purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” “should,” “would,”
“plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical
matters. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from
the forward-looking statements. These forward-looking statements may include, without limitation, statements with respect to (i)
the Company’s revenues, bookings, performance, strategies, prospects and other aspects of the businesses of the Company or
Kismet, or the combined company after completion of the Proposed Transactions, (ii) trends in the gaming industry, (iii) the Company’s
target cohorts and user and the expected arrangement with them, (iv) the Company’s projected growth opportunities, including
relative to its competitors and (v) other statements regarding Kismet’s or the Company’s expectations, hopes, beliefs,
intentions or strategies regarding the future.
The forward-looking statements contained
or incorporated by reference in this Current Report on Form 8-K are based on Kismet’s and the Company’s current expectations
and beliefs concerning future developments and their potential effects on Kismet and the Company. There can be no assurance that
future developments affecting Kismet and the Company will be those that Kismet and the Company have anticipated. Forward-looking
statements involve a number of risks, uncertainties (some of which are beyond Kismet’s and the Company’s control) or
other assumptions. Many factors could cause actual results or performance to be materially different from those expressed or implied
by the forward-looking statements in this presentation, including (i) that the Proposed Transactions may not be completed in a
timely manner or at all, which may adversely affect the price of Kismet’s securities, (ii) the risk that the Proposed Transactions
may not be completed by Kismet’s business combination deadline and the potential failure to obtain an extension of the business
combination deadline if sought by Kismet, (iii) the failure to satisfy the conditions to the consummation of the Proposed Transactions,
including the approval of the Business Combination Agreement by the shareholders of Kismet and the satisfaction of the minimum
trust account amount following any redemptions by Kismet’s public shareholders, (iv) the lack of a third-party valuation
in determining whether or not to pursue the Proposed Transactions, (v) the occurrence of any event, change or other circumstance
that could give rise to the termination of the Business Combination Agreement, (vi) the effect of the announcement or pendency
of the Proposed Transactions on the Company’s business relationships, operating results, and business generally, (vii) risks
that the Proposed Transactions disrupt current plans and operations of the Company, (viii) the outcome of any legal proceedings
that may be instituted against the Company or against Kismet related to the Business Combination Agreement or the Proposed Transactions,
(ix) the ability to maintain the listing of Kismet’s securities on a national securities exchange, (x) changes in the competitive
and regulated industries in which the Company operates, variations in operating performance across competitors, changes in laws
and regulations affecting the Company’s business and changes in the combined capital structure, (xi) the ability to implement
business plans, forecasts, and other expectations after the completion of the Proposed Transactions, and identify and realize additional
opportunities, (xii) the potential inability of the Company to achieve its projected bookings growth and scale its platform, (xiii)
the potential inability of the Company to maintain its diversified global revenue stream and cohort relationships, (xiv) the potential
inability of the Company to become a consolidator in the gaming industry, (xv) the enforceability of the Company’s intellectual
property, (xvi) the risk of downturns and a changing regulatory landscape in the highly competitive industry in which the Company
operates and (xvii) costs related to the Proposed Transactions and the failure to realize anticipated benefits of the Proposed
Transactions or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder
redemptions.
The foregoing list of factors is not exclusive.
Additional information concerning certain of these and other risk factors is contained in Kismet’s most recent filings with
the SEC and will be contained in the Registration Statement, including the Proxy Statement/Prospectus expected to be filed in connection
with the Proposed Transactions. All subsequent written and oral forward-looking statements concerning Kismet, the Company or Pubco,
the transactions described herein or other matters and attributable to Kismet, the Company, Pubco or any person acting on their
behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the date made. Each of Kismet, the Company and Pubco expressly disclaims
any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein
to reflect any change in their expectations with respect thereto or any change in events, conditions or circumstances on which
any statement is based.