Current Report Filing (8-k)
19 August 2021 - 10:31PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
August 18, 2021
Kismet Acquisition One Corp
(Exact name of registrant as specified in its charter)
British Virgin Islands
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001-39428
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N/A
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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850 Library Avenue, Suite 204
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Newark, Delaware
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19715
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(Address of principal executive offices)
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(Zip Code)
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(302) 738-6680
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(Registrant’s telephone number, including area code)
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Not Applicable
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the
Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☒
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Units, each consisting of one Ordinary Share and one-half of one Warrant
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KSMTU
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The Nasdaq Stock Market LLC
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Ordinary Shares, no par value
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KSMT
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The Nasdaq Stock Market LLC
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Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50
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KSMTW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 18, 2021, Kismet Acquisition One Corp
(“Kismet”) held a special meeting of shareholders (the “Special Meeting”) in connection with the proposed business
combination (the “Business Combination”) contemplated by the Business Combination Agreement, dated as of January 31, 2021,
as amended on July 17, 2021 and on August 11, 2021, by and among Kismet, Nexters Inc., a British Virgin Islands business company (“Pubco”),
Kismet Sponsor Limited, a British Virgin Islands business company, solely in its capacity as Kismet’s representative, Nexters Global
Ltd., a private limited liability company domiciled in Cyprus (the “Company”), Fantina Holdings Limited, a private limited
liability company domiciled in Cyprus, solely in its capacity as the Company Shareholders Representative, and the shareholders of the
Company party thereto. The Business Combination is described in the definitive proxy statement filed by Kismet with the U.S.
Securities and Exchange Commission (the “SEC”) on July 30, 2021 (the “Proxy Statement”) and incorporated herein
by reference.
Present at the Special Meeting were holders of
23,149,259 ordinary shares of no par value, of Kismet (“Ordinary Shares”), in person or by proxy, representing approximately
73% of the voting power of the Ordinary Shares as of July 23, 2021, the record date for the Special Meeting (the “Record Date”),
and constituting a quorum for the transaction of business. As of the Record Date, there were 31,750,000 Ordinary Shares issued and outstanding.
At the Special Meeting, Kismet’s shareholders
voted on and approved the Business Combination Proposal, as defined and described in greater detail in the Proxy Statement.
The approval of the Business Combination Proposal
required the affirmative vote of the holders of at least a majority of all Ordinary Shares issued and outstanding as of the Record Date
entitled to vote thereon at the Special Meeting.
The voting results of the Ordinary Shares for
the Business Combination Proposal were as follows:
For
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Against
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Abstain
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22,639,648
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509,591
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20
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Item 7.01. Regulation FD Disclosure.
Kismet expects the Business Combination to close
on or about August 26, 2021 and Pubco’s ordinary shares and warrants to commence trading on the Nasdaq Global Market under the ticker
symbols “GDEV” and “GDEVW,” respectively, on or about August 27, 2021.
Item 8.01. Other Events.
On August 19, 2021, Kismet issued a press release
announcing the results of the Special Meeting. Attached hereto as Exhibit 99.1 and incorporated by reference herein is the press release,
dated August 19, 2021.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking
statements within the meaning of the federal securities laws, including statements regarding the anticipated timing of completion of the
proposed Business Combination and the anticipated timing of commencement of trading of Pubco’s ordinary shares and warrants on the
Nasdaq Global Market. These forward-looking statements generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will
be,” “will continue,” “will likely result,” and similar expressions. Such statements are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on management’s belief or interpretation
of information currently available. Forward-looking statements are predictions, projections and other statements about future events that
are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual
future events to differ materially from the forward-looking statements in this document, including, but not limited to: (i) the risk
that the Business Combination may not be completed in a timely manner or at all, (ii) the risk that the 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 Business Combination, (iv) the occurrence
of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement, (v) the
impact of COVID-19 on the Company’s business and/or the ability of the parties to complete the Business Combination, (vi) the
outcome of any legal proceedings that may be instituted against Pubco, the Company and Kismet related to the Business Combination Agreement
or the transactions, (vii) the ability to maintain the listing of Kismet securities on the Nasdaq Global Market and (viii) the
risk that Pubco’s securities will not be approved for listing on the Nasdaq Global Market. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors”
section of Kismet’s Annual Report on Form 10-K, as amended, Quarterly Reports on Form 10-Q, the registration
statement on Form F-4 and proxy statement/prospectus discussed above and other documents filed by Kismet from time to time with
the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking statements, and Pubco, the Company and Kismet assume no obligation
and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Neither Pubco, the Company nor Kismet gives any assurance that either Pubco, the Company or Kismet will achieve its expectations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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KISMET acquisition ONE corp
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By:
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/s/ Ivan Tavrin
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Name:
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Ivan Tavrin
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Title:
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Chairman and Chief Executive Officer
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Date: August 19, 2021
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