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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 5, 2020
Kismet
Acquisition One Corp
(Exact name of registrant as specified in its charter)
| British Virgin Islands | 001-39428 | 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 Ordinary Share and one-half of one Warrant | KSMTU | The Nasdaq Stock Market LLC | ||
| Ordinary Shares, no par value | KSMT | The Nasdaq Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 | KSMTW | 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 1.01. Entry into a Material Definitive Agreement.
On August 5, 2020, the registration statement on Form S-1 (File No. 333-239972) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of Kismet Acquisition One Corp (the “Company”) was declared effective by the U.S. Securities and Exchange Commission, and on August 10, 2020, the Company consummated the IPO of 25,000,000 units (“Units”). Each Unit consists of one ordinary share of the Company, no par value per share (“Ordinary Shares”), and one-half of one warrant of the Company (“Warrant”), each whole Warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $250,000,000.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
| ● | An Underwriting Agreement, dated August 5, 2020, among the Company and Credit Suisse Securities (USA) LLC and BofA Securities, Inc., as representatives of the several underwriters named therein, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference; |
| ● | A Warrant Agreement, dated August 5, 2020, between the Company and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference; |
| ● | An Investment Management Trust Agreement, dated August 5, 2020, between the Company and Continental, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference; |
| ● | A Private Placement Warrants Purchase Agreement, dated August 5, 2020, between the Company and Kismet Sponsor Limited (the “Sponsor”), a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference; |
| ● | A Registration Rights Agreement, dated August 5, 2020, between the Company and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference; |
| ● | A Forward Purchase Agreement, dated August 5, 2020, between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference; |
| ● | An Administrative Services Agreement, dated August 5, 2020, between the Company and Kismet Capital Group LLC, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference; |
| ● | A Letter Agreement, dated August 5, 2020, between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference; |
| ● | Letter Agreements, each dated August 5, 2020, between the Company and each executive officer and director of the Company, the form of which is attached as Exhibit 10.7 hereto and incorporated herein by reference; and |
| ● | Indemnity Agreements, each dated August 5, 2020, between the Company and each officer and director of the Company, the form of which is attached as Exhibit 10.8 hereto and incorporated herein by reference. |
Item 3.02. Unregistered Sales of Equity Securities.
On August 10, 2020, simultaneously with the consummation of the IPO, the Company consummated the private placement of an aggregate of 6,750,000 warrants (the “Private Placement Warrants”) to the Sponsor at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $6,750,000 (the “Private Placement”). No underwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, is exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act. The Private Placement Warrants are identical to the Warrants underlying the Units, except that if held by the Sponsor or its permitted transferees, they (i) may be exercised on a cashless basis and (ii) are not subject to redemption. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, then the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Units sold in the IPO. In addition, the Private Placement Warrants (and the Ordinary Shares issuable upon exercise of such Private Placement Warrants) will, subject to certain limited exceptions, be subject to transfer restrictions until 30 days after the completion of the Company’s initial business combination.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of August 5, 2020, the following individuals were appointed to the board of directors of the Company: Per Brilioth, Verdi Israelyan and Clifford Tompsett. Additional information regarding, among other things, each individual’s background, board committee membership and compensatory arrangements is contained in the Registration Statement and is incorporated herein by reference.
Item 8.01. Other Events.
A total of $250,000,000 of the net proceeds from the IPO and the Private Placement was placed in a trust account established for the benefit of the Company’s public shareholders (the “Trust Account”), with Continental acting as trustee. Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay our taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (a) the completion of our initial business combination, (b) the redemption of all of our Ordinary Shares included in the Units sold in the IPO (“public shares”) if we are unable to complete our initial business combination within 24 months from the closing of the IPO, subject to applicable law, and (c) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity.
On August 5, 2020, the Company issued a press release announcing the pricing of the IPO, and on August 10, 2020, the Company issued a press release announcing the closing of the IPO, copies of which are attached as Exhibits 99.1 and 99.2 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
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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 ONE CORP | |||
| By: | /s/ Ivan Tavrin | ||
| Name: | Ivan Tavrin | ||
| Title: | Chairman and Chief Executive Officer | ||
Date: August 11, 2020
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