Item
7.01. Regulation FD Disclosure.
Attached
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is a form of presentation to be used
by Kismet Acquisition One Corp (“Kismet”) and Nexters Global Ltd. (the “Company”) in presentations for certain
of Kismet’s shareholders and other persons in connection with the transactions (the “Proposed Transactions”) contemplated
by the Business Combination Agreement, dated January 31, 2021 (the “Business Combination Agreement”), among Kismet, the Company,
Nexters Inc. (“Pubco”), Kismet Sponsor Limited, solely in its capacity as the Purchaser Representative, Fantina Holdings
Limited, solely in its capacity as the Company Shareholders Representative, and the shareholders of the Company party thereto. Such exhibit
and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be
incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange
Act.
Additional
Information and Where to Find It
In
connection with the Proposed Transactions, 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
will be mailed to Kismet’s shareholders. Kismet, the Company 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 when it becomes available, as well as other documents filed with the SEC, because these documents contain
or will contain important information about Kismet, the Company, Pubco and the Proposed Transactions. The definitive Proxy Statement/Prospectus
will be mailed to Kismet’s shareholders as of a record date to be established for voting on the Proposed Transactions. 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,
the Company, 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 Proposed
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 Proposed Transactions will be set forth in the Proxy Statement/Prospectus
for the Proposed Transactions when available. Information concerning the interests of Kismet’s and the Company’s participants
in the solicitation, which may, in some cases, be different than those of Kismet’s and the Company’s equity holders generally,
will be set forth in the Proxy Statement/Prospectus relating to the Proposed Transactions when it becomes available.
Non-Solicitation
This
Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the Proposed Transactions and shall not constitute an offer to sell or a solicitation of an offer to buy the securities
of Kismet, Pubco or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Forward
Looking Statements
This
Current Report on Form 8-K (including certain of the exhibits hereto) includes certain statements that are not historical facts but are
forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act
of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical
matters. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the
forward-looking statements. These forward-looking statements may include, without limitation, statements with respect to (i) the Company’s
bookings, performance, strategies, prospects and other aspects of the businesses of the Company or Kismet, or the combined company after
completion of the Proposed Transactions, (ii) trends in the gaming industry, (iii) the Company’s target cohorts and users and the
expected arrangements with them, (iv) the Company’s projected growth opportunities ,including relative to its competitors and (v)
other statements regarding Kismet’s or the Company’s expectations, hopes, beliefs, intentions or strategies regarding the
future.
The
forward-looking statements contained or incorporated by reference in this Current Report on Form 8-K are based on Kismet’s and
the Company’s current expectations and beliefs concerning future developments and their potential effects on Kismet and the Company.
There can be no assurance that future developments affecting Kismet and the Company will be those that Kismet and the Company have anticipated.
Forward-looking statements involve a number of risks, uncertainties (some of which are beyond Kismet’s and the Company’s
control) or other assumptions. Many factors could cause actual results or performance to be materially different from those expressed
or implied by the forward-looking statements in this presentation, including (i) that the Proposed Transactions may not be completed
in a timely manner or at all, which may adversely affect the price of Kismet’s securities, (ii) the risk that the Proposed 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 Proposed Transactions,
including the approval of the Business Combination Agreement by the shareholders of Kismet and the satisfaction of the minimum trust
account amount following any redemptions by Kismet’s public shareholders, (iv) the lack of a third-party valuation in determining
whether or not to pursue the Proposed Transactions, (v) the occurrence of any event, change or other circumstance that could give rise
to the termination of the Business Combination Agreement, (vi) the effect of the announcement or pendency of the Proposed Transactions
on the Company’s business relationships, operating results, and business generally, (vii) risks that the Proposed Transactions
disrupt current plans and operations of the Company, (viii) the outcome of any legal proceedings that may be instituted against the Company
or against Kismet related to the Business Combination Agreement or the Proposed Transactions, (ix) the ability to maintain the listing
of Kismet’s securities on a national securities exchange, (x) changes in the competitive and regulated industries in which the
Company operates, variations in operating performance across competitors, changes in laws and regulations affecting the Company’s
business and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts, and other expectations
after the completion of the Proposed Transactions, and identify and realize additional opportunities, (xii) the potential inability of
the Company to achieve its projected bookings growth and scale its platform, (xiii) the potential inability of the Company to maintain
its diversified global revenue stream and cohort relationships, (xiv) the potential inability of the Company to become a consolidator
in the gaming industry, (xv) the enforceability of the Company’s intellectual property, (xvi) the risk of downturns and a changing
regulatory landscape in the highly competitive industry in which the Company operates and (xvii) costs related to the Proposed Transactions
and the failure to realize anticipated benefits of the Proposed Transactions or to realize estimated pro forma results and underlying
assumptions, including with respect to estimated shareholder redemptions.
The
foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is contained in
the Registration Statement, including the Proxy Statement/Prospectus contained therein. All subsequent written and oral forward-looking
statements concerning Kismet, the Company or Pubco, the transactions described herein or other matters and attributable to Kismet, the
Company, Pubco or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers
are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Each of Kismet,
the Company and Pubco expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in their expectations with respect thereto or any change in events, conditions or circumstances
on which any statement is based.