Current Report Filing (8-k)
2021年6月4日 - 5:56AM
Edgar (US Regulatory)
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): May 28, 2021
Kismet
Acquisition Three Corp.
(Exact name of registrant as specified in its charter)
Cayman
Islands
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001-40078
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N/A
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
|
|
(I.R.S.
Employer
Identification No.)
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850
Library Avenue, Suite 204
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
(Registrant’s telephone number, including area code)
Not
Applicable
(Former name or former address, if changed since last report)
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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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 Class A Ordinary Share and one-third of one Warrant
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KIIIU
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The
Nasdaq Stock Market LLC
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Class
A Ordinary Shares, par value $0.001 per share
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KIII
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The
Nasdaq Stock Market LLC
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Warrants,
each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
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KIIIW
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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 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
May 28, 2021, Kismet Acquisition Three Corp. (the “Company”) received a deficiency letter from the Nasdaq Capital Market
(“Nasdaq”) indicating that it is not in compliance with Section 5250(c) of the Nasdaq Rules and Regulations as a result
of its failure to timely file the Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Form 10-Q”).
On
April 12, 2021, the staff of the Securities and Exchange Commission (“SEC”) issued a public statement entitled “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
the Nasdaq’s rules, the Company has 60 calendar days from the date of the deficiency letter to submit to Nasdaq a plan to regain
compliance with the Nasdaq Listing Rules. The Company intends to file its Form 10-Q as promptly as practicable to cure the
deficiency outlined in the letter from the Nasdaq.
Item
8.01. Other Events.
As
required by the Nasdaq rules, on June 3, 2021, the Company issued a press release regarding the matters described in Item 3.01 above.
A copy of the press release is included as Exhibit 99.1 to this Current Report and incorporated herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K includes “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, 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.
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 THREE corp.
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By:
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/s/
Ivan Tavrin
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Name:
Ivan Tavrin
Title:
Chairman and Chief Executive Officer
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Date:
June 3, 2021
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