NT 10-Q 1 ea150720-nt10q_kismetacq3.htm NOTIFICATION OF LATE FILING





Washington, D.C. 20549


FORM 12b-25



(Check One):  

Form 10-K Form 20-F Form 11-K Form 10-Q

Form 10-D Form N-CEN Form N-CSR

    For Period Ended: September 30, 2021
    Transition Report on Form 10-K
    Transition Report on Form 20-F
    Transition Report on Form 11-K
    Transition Report on Form 10-Q
    Transition Report on Form N-SAR
    For the Transition Period Ended:

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A




Kismet Acquisition Three Corp.

Full Name of Registrant



Former Name if Applicable

850 Library Avenue, Suite 204

Address of Principal Executive Office (Street and Number)


Newark, Delaware 19715

City, State and Zip Code


PART II – RULES 12b-25 (b) AND (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

  (a)   The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
  (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.







State below in reasonable detail the reasons why the Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed)


Kismet Acquisition Three Corp. (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (the “Q3 Form 10-Q”) by the prescribed due date because the Company, its accountants and its auditors need additional time to finalize the Company’s financial statements to be included in its Form 10-Q. The Company has re-evaluated its application of ASC 480-10-S99-3A to its accounting classification of its redeemable Class A ordinary shares, par value $0.001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) in February 2021. Historically, a portion of the Public Shares was classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of all Public Shares as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination. In connection with the change in presentation of the Class A ordinary shares subject to possible redemption, the Company will revise its earnings per share calculation to allocate income and losses shared pro rata between the Class A and Class B ordinary shares.


In connection with this determination described above, the Company has also consulted with its other advisors and with its auditors regarding the change to the Company’s financial statements that will result from the classification of all Public Shares as temporary equity on the Company’s balance sheet. The classification of all Public Shares as temporary equity and the resulting effect on the Company’s financial statements to be included in the Company’s Q3 Form 10-Q, as well as the restatements of the Company’s previously issued (i) audited balance sheet as of February 22, 2021, as previously restated in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 25, 2021 (the “Q1 Form 10-Q”), (ii) unaudited interim financial statements included in the Q1 Form 10-Q and (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021 to classify all Public Shares as temporary equity, has caused a delay in the completion of the Q3 Form 10-Q.




(1)       Name and telephone number of person to contact in regard to this notification
        Ivan Tavrin            (302)       738-6680
        (Name)       (Area Code)       (Telephone Number)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

Yes No

(3)       Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.








Kismet Acquisition Three Corp.

(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date:    November 16, 2021       By:   /s/ Ivan Tavrin
    Ivan Tavrin, Chairman and Chief Executive Officer


INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.




Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).