Stemming from SEC Guidance Concerning Accounting Treatment of Warrants, Kismet Acquisition One Corp Announces Receipt of Nasd...
04 June 2021 - 6:50AM
Kismet Acquisition One Corp (the "Company") today announced that on
May 28, 2021 it received a deficiency letter from the Nasdaq
Capital Market (“Nasdaq”) relating to the Company’s failure to
timely file its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2021 (the “Form 10-Q”) as
required under Section 5250(c) of the Nasdaq Rules and
Regulations.
On April 12, 2021, the staff of the Securities and Exchange
Commission (“SEC”) issued “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 Nasdaq Listing Rule 5810(c)(2)(F)(i), the Company
generally has until 60 calendar days from the date of the
deficiency letter to submit to Nasdaq a plan (the “Compliance
Plan”) to regain compliance with the Nasdaq Listing Rules. The
Company intends to file its Form 10-Q to cure the
deficiency prior to the deadline for submitting a Compliance
Plan.
The Company believes the change in SEC guidance does not affect
its strategy (including the completion of its proposed business
combination with Nexters Global Ltd.) or financial performance. The
Company is in compliance with all other Nasdaq continued listing
standards. The Company expects to file the Form 10-Q as
promptly as practicable and does not foresee any risk
of non-compliance with the
Nasdaq 60-day remediation timeframe.
About Kismet Acquisition One Corp
Kismet Acquisition One Corp is a special purpose acquisition
company led by Chairman and Chief Executive Officer, Ivan Tavrin,
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.
Cautionary Note Regarding Forward-Looking
Statements
Certain statements in this press release are “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.
Contact:
Kismet Acquisition One Corp+7 (499)
755-2134info@kismetcg.com
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