8-K 1 ea136529-8k_kismetacq3.htm CURRENT REPORT

 

 

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): February 22, 2021

 

Kismet Acquisition Three Corp.
(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-40078   N/A
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
of incorporation)       Identification No.)

 

850 Library Avenue, Suite 204    
Newark, Delaware   19715
(Address of principal executive offices)   (Zip Code)

 

(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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share and one-third of one Warrant   KIIIU   The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.001 per share   KIII   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50   KIIIW   The Nasdaq Stock Market LLC

 

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 8.01. Other Events.

 

On February 22, 2021, Kismet Acquisition Three Corp. (the “Company”) consummated its initial public offering (“IPO”) of 28,750,000 units (“Units”). Each Unit consists of one Class A ordinary share of the Company, $0.001 par value per share (“Class A Ordinary Shares”) and one-third of one warrant of the Company (“Warrant”), each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment, pursuant to the Company’s registration statement on Form S-1 (File No. 333-252420). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $287,500,000.

 

As previously reported on a Current Report on Form 8-K of the Company, on February 22, 2021, simultaneously with the consummation of the IPO, the Company completed a private placement of an aggregate of 5,166,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $7,750,000 (the “Private Placement”).

 

A total of $287,500,000 of the net proceeds from the IPO and the Private Placement was deposited in a trust account established for the benefit of the Company’s public shareholders. An audited balance sheet as of February 22, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit No.   Description
99.1   Audited Balance Sheet as of February 22, 2021

 

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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.

 

  KISMET acquisition THREE corp.
   
  By: /s/ Ivan Tavrin
    Name: Ivan Tavrin
    Title: Chairman and Chief Executive Officer

 

Date: February 26, 2021

 

 

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