KIII / Kismet Acquisition Three Corp - Class A - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40078 KISMET ACQUISITION THREE CORP. (Exact name of registrant as specif

KISMET ACQUISITION THREE COR / GLAZER CAPITAL, LLC Passive Investment

SC 13G/A 1 kiii20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Kismet Acquisition Three Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G5276C110 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check t

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): November 10, 2022 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) (Co

Kismet Acquisition Three Corp. Announces Receipt of Notice of Delisting From Nasdaq

Exhibit 99.1 Kismet Acquisition Three Corp. Announces Receipt of Notice of Delisting From Nasdaq Moscow, Russia, Nov. 16, 2022 (GLOBE NEWSWIRE) - Kismet Acquisition Three Corp. (the ?Company?) announced today that on November 10, 2022, it received a Staff Delisting Determination (the ?Staff Determination?) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (?Nasdaq?), which

Kismet Acquisition Three Corp. Announces Receipt of Notice from Nasdaq Regarding Late Form 10-Q Filing

Exhibit 99.1 Kismet Acquisition Three Corp. Announces Receipt of Notice from Nasdaq Regarding Late Form 10-Q Filing Moscow, Russia, Sept. 06, 2022 (GLOBE NEWSWIRE) - Kismet Acquisition Three Corp. (the ?Company?) announced today that, on August 23, 2022, it received a notice (the ?Notice?) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (?Nasdaq?) notifying the Company th

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 23, 2022 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) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (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: June 30, 2022 ☐ 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 Fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KISMET ACQUISITION THREE CORP. (Exact name of registra

Description of Securities of the Registrant.

Exhibit 4.5 DESCRIPTION OF REGISTRANT?S SECURITIES The following summary of the material terms of the securities of Kismet Acquisition Three Corp. is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference as an exhibit to the Annu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40078 KISMET ACQUISITION THREE COR

Financial Statements and Exhibits

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 oth

KISMET ACQUISITION THREE CORP. INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 KISMET ACQUISITION THREE CORP. INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet (As Restated) F-3 Notes to Financial Statement (As Restated) F-4 F-1 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Kismet Acquisition Three Corp. Opinion on the Financial Statement We have audi

KISMET ACQUISITION THREE COR / GLAZER CAPITAL, LLC Passive Investment

SC 13G 1 kiii20211231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Kismet Acquisition Three Corp. (Name of Issuer) Class A ordinary shares included as part of the units (Title of Class of Securities) G5276C110 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appro

KISMET ACQUISITION THREE COR / Kismet Sponsor Ltd - SCHEDULE 13G Passive Investment

SC 13G 1 ea155496-13gsponsorkismet3.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kismet Acquisition Three Corp. (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G5276C 110 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement)

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KISMET ACQUISITION THREE CORP. (Exact name of regi

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): November 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 (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KISMET ACQUISITION THREE CORP. (Exact name of registran

Form of Option Agreement by and between the Company and each independent director.

Exhibit 10.9 OPTION AGREEMENT OPTION AGREEMENT (this ?Agreement?), made as of February 17, 2021, by and between Kismet Acquisition Three Corp., incorporated as a Cayman Islands exempted company (the ?Company?), and [?] (the ?Optionee?). WHEREAS, the Optionee is being appointed as a member of the board of directors of the Company (the ?Board?) effective on the date hereof; and WHEREAS, the sole mem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KISMET ACQUISITION THREE CORP. (Exact name of registra

Stemming from SEC Guidance Concerning Accounting Treatment of Warrants, Kismet Acquisition Three Corp. Announces Receipt of Nasdaq Continued Listing Standard Notice

Exhibit 99.1 Stemming from SEC Guidance Concerning Accounting Treatment of Warrants, Kismet Acquisition Three Corp. Announces Receipt of Nasdaq Continued Listing Standard Notice Moscow, Russia ? June 3, 2021 ? Kismet Acquisition Three Corp. (the "Company") today announced that on May 28, 2021 it received a deficiency letter from the Nasdaq Capital Market (?Nasdaq?) relating to the Company?s failur

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events, Financial Statements and Exhibits

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 Three Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40078 N/A (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 ea141062-nt10qkismet3.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (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: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on For

KISMET ACQUISITION THREE CORP. INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 KISMET ACQUISITION THREE CORP. INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Kismet Acquisition Three Corp. Opinion on the Financial Statement We have audited the accompanying balance

Financial Statements and Exhibits, Other Events

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): 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 (Commission File Numb

Kismet Acquisition Three Corp. Announces Pricing of $250 Million Initial Public Offering

Exhibit 99.1 Kismet Acquisition Three Corp. Announces Pricing of $250 Million Initial Public Offering Moscow, Russia, Feb. 17, 2021 - Kismet Acquisition Three Corp. (the ?Company?) announced today that it priced its initial public offering of 25,000,000 units at $10.00 per unit. The units are expected to be listed on the Nasdaq Capital Market and trade under the ticker symbol ?KIIIU? beginning Feb

Forward Purchase Agreement, dated February 17, 2021, between the Company and Kismet Sponsor Limited.

Exhibit 10.4 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of February 17, 2021 , by and between Kismet Acquisition Three Corp., a company incorporated as a Cayman Islands exempted company (the ?Company?), and Kismet Sponsor Limited (the ?Purchaser?). WHEREAS, the Company was organized for the purpose of acquiring, engaging in a share exchange, sh

Private Placement Warrants Purchase Agreement, dated February 17, 2021, between the Company and Kismet Sponsor Limited.

Exhibit 10.2 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 17, 2021, (as it may from time to time be amended, this ?Agreement?), is entered into by and between Kismet Acquisition Three Corp., a company incorporated as a Cayman Islands exempt company (the ?Company?), and Kismet Sponsor Limited, a business company incorporated

Amended and Restated Memorandum and Articles of Association of the Company, dated February 5, 2021.

Exhibit 3.1 Companies Act (Revised) Company Limited by Shares Kismet Acquisition Three Corp. AMENDED AND RESTATED memorandum of association (Adopted pursuant to a special resolution passed on 5 February 2021) Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of Kismet Acquisition Three Corp. (Adopted pursuant to a special resolution passed on 5 Februa

Underwriting Agreement, dated February 17, 2021, among the Company and Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and BofA Securities, Inc.

Exhibit 1.1 25,000,000 Units Kismet Acquisition Three Corp. UNDERWRITING AGREEMENT February 17, 2021 Credit Suisse Securities (USA) LLC CITIGROUP GLOBAL MARKETS INC. BofA Securities, Inc. As Representatives of the several Underwriters listed in Schedule I to the Agreement c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 c/o CITIGROUP GLOBAL MARKETS INC. 38

Letter Agreement, dated February 17, 2021, between the Company and Kismet Sponsor Limited.

EX-10.6 10 ea136291ex10-6kismetacq3.htm LETTER AGREEMENT, DATED FEBRUARY 17, 2021, BETWEEN THE COMPANY AND KISMET SPONSOR LIMITED Exhibit 10.6 LETTER AGREEMENT February 17, 2021 Kismet Acquisition Three Corp. 850 Library Avenue, Suite 204 Newark, Delaware 19715 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 Citigroup Global Markets Inc. 388 Greenwich Street

Administrative Services Agreement, dated February 17, 2021, between the Company and Kismet Capital Group LLC.

Exhibit 10.5 ADMINISTRATIVE SERVICES AGREEMENT Kismet Capital Group LLC 9 Building B, Lesnaya Street Moscow, Russia 125196 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial public offering (the ?IPO?) of the securities of Kismet Acquisition Three Cor

Kismet Acquisition Three Corp. Announces Closing of $287.5 Million Initial Public Offering

Exhibit 99.2 Kismet Acquisition Three Corp. Announces Closing of $287.5 Million Initial Public Offering Moscow, Russia, February 22, 2021 - Kismet Acquisition Three Corp. (Nasdaq: KIIIU) (the ?Company?) announced today that it closed its initial public offering of 28,750,000 units, which included the full exercise of the underwriters? option to purchase additional units. The offering was priced at

Warrant Agreement, dated February 17, 2021, between the Company and Continental Stock Transfer & Trust Company.

Exhibit 4.1 WARRANT AGREEMENT This Warrant Agreement (this ?Agreement?) made as of February 17, 2021 is by and between Kismet Acquisition Three Corp., a company incorporated as a Cayman Islands exempted company, with offices at 850 Library Avenue, Suite 204, Newark, Delaware 19715 and 9 Building B, Lesnaya Street, Moscow, Russia 125196 (the ?Company?), and Continental Stock Transfer & Trust Compan

Letter Agreement, dated February 17, 2021, between the Company and each officer and director of the Company.

Exhibit 10.7 LETTER AGREEMENT February 17, 2021 Kismet Acquisition Three Corp. 850 Library Avenue, Suite 204 Newark, Delaware 19715 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 BofA Securities, Inc. One Bryant Park New York, New York 10036 Re: Initial Public Offering: This letter (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): February 17, 2021 Kismet Acquisition Three Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40078 N/A (State or other jurisdiction (Commission File Numb

Form of Indemnity Agreement.

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made on February 17, 2021, by and between Kismet Acquisition Three Corp., a company incorporated as a Cayman Islands exempted company (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as officers and/or directors or in other ca

Registration Rights Agreement, dated February 17, 2021, between the Company and Kismet Sponsor Limited.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of February 17, 2021, by and between Kismet Acquisition Three Corp., a company incorporated as a Cayman Islands exempted company (the ?Company?), and the undersigned party listed under the heading ?Holder? on the signature page hereto (such party, together with any person or entity w

Investment Management Trust Agreement, dated February 17, 2021, between the Company and Continental Stock Transfer & Trust Company.

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made as of February 17, 2021 by and between Kismet Acquisition Three Corp., a company incorporated as a Cayman Islands exempted company (the ?Company?) and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statemen

$250,000,000 Kismet Acquisition Three Corp. 25,000,000 Units

424B4 1 f424b40221kismet3.htm PROSPECTUS PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No.: 333-252420 $250,000,000 Kismet Acquisition Three Corp. 25,000,000 Units Kismet Acquisition Three Corp. is a blank check company newly incorporated as a Cayman Islands exempted company and incorporated for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamatio

- FOR REGISTRATION OF CERTAIN CLASSES

8-A12B 1 ea135850-8a12bkismetacq.htm FOR REGISTRATION OF CERTAIN CLASSES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 KISMET Acquisition THREE Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or other jur

- AMENDMENT NO. 2 TO FORM S-1

S-1/A 1 ea135595-s1a2kismetacq3.htm AMENDMENT NO. 2 TO FORM S-1 As filed with the Securities and Exchange Commission on February 16, 2021. Registration No. 333-252420 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KISMET ACQUISITION THREE CORP. (Exact name of registrant as specified in its

- AMENDMENT NO. 3 TO FORM S-1

As filed with the Securities and Exchange Commission on February 16, 2021. Registration No. 333-252420 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KISMET ACQUISITION THREE CORP. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of

Form of Warrant Agreement.*

Exhibit 4.4 WARRANT AGREEMENT This Warrant Agreement (this ?Agreement?) made as of [?], 2021 is by and between Kismet Acquisition Three Corp., a company incorporated as a Cayman Islands exempted company, with offices at 850 Library Avenue, Suite 204, Newark, Delaware 19715 and 9 Building B, Lesnaya Street, Moscow, Russia 125196 (the ?Company?), and Continental Stock Transfer & Trust Company, a New

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CORRESP 1 filename1.htm February 16, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Ruairi Regan Re: Kismet Acquisition Three Corp. Registration Statement on Form S-1 Filed January 26, 2021, as amended File No. 333-252420 Dear Mr. Regan: Pursuant to Rule 461 of the General Rules and Regulation

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kismet acquisition THREE corp. 850 Library Avenue, Suite 204 Newark, Delaware 19715 February 16, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Ruairi Regan Re: Kismet Acquisition Three Corp. Registration Statement on Form S-1 Filed January 26, 2021, as amended File No. 333-252420 Dear Mr. Regan:

Form of Warrant Agreement.*

Exhibit 4.4 WARRANT AGREEMENT This Warrant Agreement (this ?Agreement?) made as of [?], 2021 is by and between Kismet Acquisition Three Corp., a company incorporated as a Cayman Islands exempted company, with offices at 850 Library Avenue, Suite 204, Newark, Delaware 19715 and 9 Building B, Lesnaya Street, Moscow, Russia 125196 (the ?Company?), and Continental Stock Transfer & Trust Company, a New

Form of Forward Purchase Agreement.**

Exhibit 10.9 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of [•], 2021 , by and between Kismet Acquisition Three Corp., a company incorporated as a Cayman Islands exempted company (the “Company”), and Kismet Sponsor Limited (the “Purchaser”). WHEREAS, the Company was organized for the purpose of acquiring, engaging in a share exchange, share reco

Form of Private Placement Warrants Purchase Agreement.**

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021, (as it may from time to time be amended, this “Agreement”), is entered into by and between Kismet Acquisition Three Corp., a company incorporated as a Cayman Islands exempt company (the “Company”), and Kismet Sponsor Limited, a business company incorporated in the B

Form of Investment Management Trust Agreement.**

Exhibit 10.4 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2021 by and between Kismet Acquisition Three Corp., a company incorporated as a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on For

Form of Letter Agreement between the Registrant and each director, director nominee and executive officer of the Registrant.**

Exhibit 10.3 LETTER AGREEMENT [●], 2021 Kismet Acquisition Three Corp. 850 Library Avenue, Suite 204 Newark, Delaware 19715 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 BofA Securities, Inc. One Bryant Park New York, New York 10036 Re: Initial Public Offering: This letter (“Letter

Specimen Warrant Certificate.**

Exhibit 4.2 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Kismet Acquisition Three Corp. Incorporated Under the Laws of the Cayman Islands CUSIP G5276C 110 Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of [ ] wa

Form of Underwriting Agreement.**

Exhibit 1.1 25,000,000 Units Kismet Acquisition Three Corp. UNDERWRITING AGREEMENT February [●], 2021 Credit Suisse Securities (USA) LLC CITIGROUP GLOBAL MARKETS INC. BofA Securities, Inc. As Representatives of the several Underwriters listed in Schedule I to the Agreement c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 c/o CITIGROUP GLOBAL MARKETS INC. 3

Form of Warrant Agreement.*

Exhibit 4.4 WARRANT AGREEMENT This Warrant Agreement (this “Agreement”) made as of [●], 2021 is by and between Kismet Acquisition Three Corp., a company incorporated as a Cayman Islands exempted company, with offices at 850 Library Avenue, Suite 204, Newark, Delaware 19715 and 9 Building B, Lesnaya Street, Moscow, Russia 125196 (the “Company”), and Continental Stock Transfer & Trust Company, a New

Form of Compensation Committee Charter.**

Exhibit 99.5 KISMET ACQUISITION THREE CORP. COMPENSATION COMMITTEE CHARTER 1. STATUS The Compensation Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Kismet Acquisition Three Corp., a company incorporated as a Cayman Islands exempt company (the “Company”). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: ● discharging its respons

Form of Administrative Services Agreement between the Registrant and Kismet Capital Group LLC.**

Exhibit 10.8 ADMINISTRATIVE SERVICES AGREEMENT Kismet Capital Group LLC 9 Building B, Lesnaya Street Moscow, Russia 125196 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Kismet Acquisition Three Cor

Form of Registration Rights Agreement.**

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [•], 2021, by and between Kismet Acquisition Three Corp., a company incorporated as a Cayman Islands exempted company (the “Company”), and the undersigned party listed under the heading “Holder” on the signature page hereto (such party, together with any person or entity who herea

Form of Audit Committee Charter.**

Exhibit 99.4 KISMET ACQUISITION THREE CORP. AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Kismet Acquisition Three Corp., a company incorporated as a Cayman Islands exempt company (the “Company”). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: ● Performing the Board’s oversight resp

Form of Indemnity Agreement.**

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made on [●], 2021, by and between Kismet Acquisition Three Corp., a company incorporated as a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as officers and/or directors or in other capacities

Form of Amended and Restated Memorandum and Articles of Association.**

Exhibit 3.2 Companies Act (Revised) Company Limited by Shares Kismet Acquisition Three Corp. AMENDED AND RESTATED memorandum of association (Adopted pursuant to a special resolution passed on 2021) Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of Kismet Acquisition Three Corp. (Adopted pursuant to a special resolution passed on 2021) 1 The name of

Form of Code of Ethics.**

Exhibit 14 KISMET ACQUISITION THREE CORP. CODE OF ETHICS 1. Introduction The Board of Directors (the “Board”) of Kismet Acquisition Three Corp. has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all directors, officers and employees of, and consultants and advisors to, the Company (as defined below), to: ● promote honest and ethical

- REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on February 5, 2021. Registration No. 333-252420 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KISMET ACQUISITION THREE CORP. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of

Specimen Unit Certificate.**

Exhibit 4.3 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS KISMET ACQUISITION THREE CORP. CUSIP G5276C 128 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.001 per share (“Ordinary Share”), of Kismet Acquisition Three Corp., a Cayman Islands exempte

Specimen Class A Ordinary Share Certificate.**

Exhibit 4.1 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES KISMET ACQUISITION THREE CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP G52807 107 is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US $0.001 KISMET ACQUISITION Three CORP. (the “company”) trans

Form of Letter Agreement between the Registrant and the Sponsor.**

Exhibit 10.2 LETTER AGREEMENT [●], 2021 Kismet Acquisition Three Corp. 850 Library Avenue, Suite 204 Newark, Delaware 19715 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 BofA Securities, Inc. One Bryant Park New York, New York 10036 Re: Initial Public Offering: Ladies and Gentlemen:

Registration Statement -

As filed with the Securities and Exchange Commission on January 25, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KISMET ACQUISITION THREE CORP. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organiza

Consent of Clifford Tompsett.**

Exhibit 99.3 Consent of Director Nominee Kismet Acquisition Three Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Kismet Acquisition Three Corp. (the “Company”), the undersigned hereby consents to being named and described as a dire

Memorandum and Articles of Association.**

EX-3.1 2 fs12021ex3-1kismetacq3.htm MEMORANDUM AND ARTICLES OF ASSOCIATION Exhibit 3.1 Companies Law (Revised) Company Limited by Shares Kismet Acquisition Three Corp. MEMORANDUM OF ASSOCIATION (Adopted pursuant to a special resolution passed on 21 September 2020) Companies Law (Revised) Company Limited by Shares Memorandum of Association of Kismet Acquisition Three Corp. (Adopted pursuant to a sp

Consent of Martin Avetisyan.**

Exhibit 99.1 Consent of Director Nominee Kismet Acquisition Three Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Kismet Acquisition Three Corp. (the “Company”), the undersigned hereby consents to being named and described as a dire

Amended and Restated Promissory Note, dated January 22, 2021, issued to the Sponsor.**

EX-10.1 3 fs12021ex10-1kismetacq3.htm AMENDED AND RESTATED PROMISSORY NOTE, DATED JANUARY 21, 2021, ISSUED TO THE SPONSOR Exhibit 10.1 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATI

Consent of Ross Z. Lukatsevich.**

Exhibit 99.2 Consent of Director Nominee Kismet Acquisition Three Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Kismet Acquisition Three Corp. (the “Company”), the undersigned hereby consents to being named and described as a dire

As submitted confidentially with the U.S. Securities and Exchange Commission on September 30, 2020. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains stri

As submitted confidentially with the U.S. Securities and Exchange Commission on September 30, 2020. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER