Kismet Acquisition One Corp (Nasdaq: KSMT, KSMTU, KSMTW)
(“Kismet”), a publicly traded special purpose acquisition company
(SPAC) led by Chairman and Chief Executive Officer, Ivan Tavrin,
announced today that in a special meeting held on August 18, 2021,
its shareholders voted to approve its proposed business combination
with Nexters Global Ltd. (“Nexters”), an international game
development company. Approximately 98% of the votes cast at the
meeting, representing approximately 71% of Kismet’s outstanding
shares, were in favor of the business combination with Nexters.
The business combination is expected to close on or about August
26, 2021, subject to the satisfaction of customary closing
conditions. Following the closing, the combined company will
operate as Nexters, and on or about August 27, 2021 its ordinary
shares and warrants are expected to begin trading on the Nasdaq
Global Market under the new ticker symbols “GDEV” and “GDEVW,”
respectively.
The formal results of the vote will be included on a Form 8-K to
be filed with the U.S. Securities and Exchange Commission.
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. Please find more
information about Kismet at: www.kismetcg.com.
About Nexters
Nexters is an international game development company which
strives to introduce the joy of core gaming experiences to casual
players. Thanks to such hit games like Hero Wars, Throne Rush, and
others the company reached over 200 million installs worldwide and
became one of the top five independent mobile game companies in
Europe. Headquartered in Cyprus, Nexters is built upon a team of
600+ inspired game developers. Please find more information about
Nexters at: https://nexters.com and follow Nexters on LinkedIn.
Important Information and Where to Find It
This press release relates to the proposed business combination
involving Kismet, Nexters and Nexters Inc. (“Pubco”). Pubco has
filed a Registration Statement on Form F-4 with the SEC that
includes a proxy statement of Kismet that also constitutes a
prospectus of Pubco (the “Proxy Statement/Prospectus”). The
definitive Proxy Statement/Prospectus has been mailed to Kismet’s
shareholders. Kismet, Nexters and Pubco urge investors,
shareholders and other interested persons to read 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 contain or will contain important
information about Kismet, Nexters, Pubco and the business
combination. Kismet’s shareholders may 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 can also be obtained, without
charge, at the SEC’s web site (http://www.sec.gov).
Participants in Solicitation
Kismet, Nexters, 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
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 transactions are set forth in the Proxy Statement/Prospectus
for the transactions. Information concerning the interests of
Kismet’s and Nexters’ participants in the solicitation, which may,
in some cases, be different than those of Kismet’s and Nexters’
equity holders generally, are set forth in the Proxy
Statement/Prospectus relating to the business combination.
Forward-Looking Statements
This press release 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 Nexters’ 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, Nexters and Kismet related to the
Business Combination Agreement or the business combination,
(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, Nexters 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, Nexters nor Kismet gives any assurance
that either Pubco, Nexters or Kismet will achieve its
expectations.
Media Contacts
Media (English)Sara Evans / Kerry GoldsFinsbury Glover
HeringKismet-US@finsbury.com
Media (Russian)Daria KhilenkovaEM
Commskhilenkova@em-comms.com
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