Current Report Filing (8-k)
June 03 2021 - 4:54PM
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
Two Corp.
(Exact name of registrant as specified in its charter)
Cayman Islands
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001-40077
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N/A
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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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KAIIU
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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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KAII
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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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KAIIW
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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 Two 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 TWO corp.
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By:
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/s/ Ivan Tavrin
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Name:
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Ivan Tavrin
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Title:
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Chairman and Chief Executive Officer
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Date: June 3, 2021
2
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