Amended Current Report Filing (8-k/a)
30 Marzo 2022 - 8:46AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): March 30, 2022 (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
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
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.
Explanatory Note
Kismet
Acquisition Three Corp. (the “Company”) is filing this Amendment No. 1 to its Current Report on Form 8-K (the “8-K/A”), originally
filed with the U.S. Securities and Exchange Commission (the “SEC”) on February
26, 2021 (the “Original 8-K”), to amend and restate the Company’s
audited balance sheet as of February 22, 2021 and accompanying footnotes which were filed as an exhibit to the Original 8-K (the “IPO
Balance Sheet”).
The IPO Balance Sheet is being restated (i) to account for the Company’s outstanding public warrants, private
warrants and forward purchase units as derivative assets and derivative liabilities instead of components of equity
and (ii) to reclassify
all of the Company’s redeemable Class A ordinary shares, par value $0.001 per share (the “Public Shares”) as temporary
equity in accordance with Accounting Standards Codification (“ASC”) 480-10-S99.
Background of the Restatement
On April 12, 2021, the staff
of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting
and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC
Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC
warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheets as opposed to equity. Upon their
issuance on February 22, 2021, the Company’s public warrants, private warrants and forward purchase units were accounted for as
equity in the IPO Balance Sheet as opposed to liabilities, based on the Company’s application of ASC 815-40. The views expressed
in the SEC Staff Statement were not consistent with the Company’s historical interpretation of specific provisions in its warrant
agreement and forward purchase agreement and the Company’s application of ASC 815-40 to those agreements. After discussion and evaluation,
including with the audit committee of the Company’s board of directors, management concluded that the public warrants, private warrants
and forward purchase units should be presented as liabilities with subsequent fair value remeasurement.
Subsequently,
on November 22, 2021, the audit committee of the Company’s board of directors concluded, after discussion with the Company’s
management and WithumSmith+Brown, PC, the Company’s independent registered public accounting firm, that the Company’s IPO
Balance Sheet should no longer be relied upon and should be restated to report all Public Shares as temporary equity to align with ASC
480-10-S99. The Company had previously classified a portion of its Public
Shares as permanent equity.
The correction of the
aforementioned (i) classification of the public warrants, private warrants and forward purchase units as liabilities instead of components
of equity and (ii) classification of the Public Shares as temporary equity are both reflected in the restated IPO Balance Sheet attached
as Exhibit 99.1 to this 8-K/A.
As a result of the restatement,
the Company’s management concluded that there were material weaknesses in the Company’s internal control over financial reporting
and that its disclosure controls and procedures were not effective. The Company does not expect any of the above changes will have any
impact on its cash position and cash held in the trust account established in connection with its initial public offering.
Except as described above,
this 8-K/A does not amend, update or change any other disclosures in the Original 8-K. In addition, the information contained in this
8-K/A does not reflect events occurring after the filing of the Original 8-K and does not modify or update the disclosures therein, except
as specifically identified above.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
Exhibit No. |
|
Description |
|
|
|
99.1 |
|
Audited Balance Sheet. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: March 30, 2022
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