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~~March 31, ~~2020~~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 No. 001-38823

KISMET ACQUISITION ONE CORP

(Exact Name of Registrant as Specified in Its Charter)

British Virgin Islands		N/A
(State or Other Jurisdiction of Incorporation)		(IRS 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)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~November~~June 625, ~~2020~~2021, 31,750,000 ordinary shares, no par value, were issued and outstanding.

KISMET ACQUISITION ONE CORP

Form 10-Q

Table of Contents

		~~Page~~	Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements ~~(Unaudited)~~	1	1
	Unaudited Condensed Balance Sheet as of September 30, 2020	1
	Condensed Balance Sheets as of March 31, 2021 (Unaudited) and December 31, 2020		1
	Unaudited Condensed Statements of Operations for the three months ended September 30, 2020 and the period from June 3, 2020 (inception) through September 30, 2020	2
	Unaudited Condensed Statement of Operations for the Three Months Ended March 31, 2021		2
	Unaudited Condensed Statements of Changes in Shareholder’s Equity for the three months ended September 30, 2020 and for the period from June 3, 2020 (inception) through September 30, 2020	3
	Unaudited Condensed Statement of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2021		3
	Unaudited Condensed Statement of Cash Flows for the period from June 3, 2020 (inception) through September 30, 2020	4
	Unaudited Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021		4
	Notes to Unaudited Condensed Financial Statements	5	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20	25
Item 4.	Controls and Procedures	20	26
PART II. OTHER INFORMATION		21	27
Item 1.	Legal Proceedings	21	27
Item 1A.	Risk Factors	21	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	21	27
Item 3.	Defaults Upon Senior Securities	21	27
Item 4.	Mine Safety Disclosures	22	27
Item 5.	Other Information	22	27
Item 6.	Exhibits	22	28

PART I—FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

KISMET ACQUISITION ONE CORP

~~UNAUDITED~~ CONDENSED BALANCE ~~SHEET~~SHEETS

SEPTEMBER 30, 2020

	March 31, 2021			December 31, 2020
	(Unaudited)
Assets:
Current assets:
Cash	$	282,427		$	761,523
Prepaid expenses		451,304			409,687
Total current assets		733,731			1,171,210
Investments held in Trust Account		250,081,552			250,064,076
Total assets	$	250,815,283		$	251,235,286

Liabilities and Shareholders’ Equity:
Current liabilities:
Accounts payable	$	309,674		$	221,731
Accrued expenses		2,210,686			506,374
Due to related party		8,117			8,117
Total current liabilities		2,528,477			736,222
Deferred underwriting commissions in connection with the initial public offering		8,750,000			8,750,000
Derivative warrant liabilities		5,467,500			7,492,500
Total liabilities		16,745,977			16,978,722

Commitments and Contingencies
Ordinary shares, no par value; 22,906,930 and 22,925,656 shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively		229,069,300			229,256,560

Shareholders’ Equity:
Preferred shares, no par value; unlimited shares authorized; none issued and outstanding		-			-
Ordinary shares, no par value; unlimited shares authorized; 8,843,070 and 8,824,344 shares issued and outstanding (excluding 22,906,930 and 22,925,656 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively		8,169,319			7,982,059
Accumulated deficit		(3,169,313	)		(2,982,055	)
Total shareholders’ equity		5,000,006			5,000,004
Total Liabilities and Shareholders’ Equity	$	250,815,283		$	251,235,286

Assets:
Current assets:
Cash	$	931,960
Prepaid expenses		495,260
Total current assets		1,427,220
Investments held in Trust Account		250,014,736
Total assets	$	251,441,956
Liabilities and Shareholder’s Equity:
Current liabilities:
Accounts payable	$	273,543
Accrued expenses		87,516
Due to related party		27,023
Total current liabilities		388,082
Deferred underwriting commissions in connection with the initial public offering		8,750,000
Total liabilities		9,138,082
Commitments and Contingencies
Ordinary shares, no par value; unlimited shares authorized; 23,730,387 shares subject to possible redemption at $10.00 per share		237,303,870
Shareholders’ Equity:
Preferred shares, no par value; unlimited shares authorized; none issued and outstanding		-
Ordinary shares, no par value; unlimited shares authorized; 8,019,613 shares issued and outstanding (excluding 23,730,387 shares subject to possible redemption)		5,188,763
Accumulated deficit		(188,759	)
Total shareholders’ equity		5,000,004
Total Liabilities and Shareholders’ Equity	$	251,441,956

The accompanying notes are an integral part of these unaudited condensed financial statements.

KISMET ACQUISITION ONE CORP

UNAUDITED CONDENSED ~~STATEMENTS~~STATEMENT OF OPERATIONS

				For the Period from
	For the Three Months Ended March 31, 2021
	For the Three Months Ended			June 3, 2020 (inception) to
Operating expense
	September 30, 2020			September 30, 2020
General and administrative expenses	$	2,229,734
Operating expenses
Total operating expenses		(2,229,734	)
General and administrative expenses	$	173,275		$	183,495
Change in fair value of derivative warrant liabilities		2,025,000
Administrative fee - related party		20,000			20,000
Net gain from investments held in Trust Account		17,476
Total operating expenses		193,275			203,495
Net loss	$	(187,258	)
Net gain from investments held in Trust Account		14,736			14,736
Weighted average shares outstanding of Founder Shares, basic and diluted		6,750,000
Net loss	$	(178,539	)	$	(188,759	)
Basic and diluted net loss per share, Founder Shares	$	(0.03	)
Weighted average shares outstanding of Founder Shares, basic and diluted		6,750,000			6,750,000
Weighted average shares outstanding of ordinary shares, basic and diluted		25,000,000
Basic and diluted net loss per share, Founder Shares	$	(0.03	)	$	(0.03	)
Basic and diluted net income per share, ordinary shares	$	0.00
Weighted average shares outstanding of ordinary shares, basic and diluted		25,000,000			25,000,000
Basic and diluted net loss per share, ordinary shares	$	0.00		$	0.00

The accompanying notes are an integral part of these unaudited condensed financial statements.

KISMET ACQUISITION ONE CORP

UNAUDITED CONDENSED ~~STATEMENTS~~STATEMENT OF CHANGES IN ~~SHAREHOLDER~~SHAREHOLDERS’S EQUITY

										Total
	Ordinary Shares						Accumulated			Shareholders’
	Shares			Amount			Deficit			Equity
Balance - June 3, 2020 (inception)		-		$	-		$	-		$	-
Issuance of ordinary shares to Sponsor		7,687,500			25,000			-			25,000
Net loss		-			-			(10,220	)		(10,220	)
Balance - June 30, 2020		7,687,500		$	25,000		$	(10,220	)	$	14,780
Sale of units in initial public offering, gross		25,000,000			250,000,000			-			250,000,000
Offering costs		-			(14,282,367	)		-			(14,282,367	)
Sale of private placement units to Sponsor in private placement		-			6,750,000			-			6,750,000
Ordinary shares forfeited		(937,500	)		-			-			-
Shares subject to possible redemption		(23,730,387	)		(237,303,870	)		-			(237,303,870	)
Net loss		-			-			(178,539	)		(178,539	)
Balance - September 30, 2020		8,019,613		$	5,188,763		$	(188,759	)	$	5,000,004

For the Three Months Ended March 31, 2021

								Total
	Ordinary Shares				Accumulated			Shareholders’
	Shares		Amount		Deficit			Equity
Balance - December 31, 2020		8,824,344	$	7,982,059	$	(2,982,055	)	$	5,000,004
Shares subject to possible redemption		18,726		187,260		-			187,260
Net loss		-		-		(187,258	)		(187,258	)
Balance - March 31, 2021 (unaudited)		8,843,070	$	8,169,319	$	(3,169,313	)	$	5,000,006

The accompanying notes are an integral part of these unaudited condensed financial statements.

KISMET ACQUISITION ONE CORP

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JUNE 3, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020

	For the Three Months Ended March 31, 2021
Cash Flows from Operating Activities:
Net loss	$	(187,258	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		(2,025,000	)
Unrealized gain from investments held in Trust Account		(17,476	)
Changes in operating assets and liabilities:
Prepaid expenses		(41,617	)
Accounts payable		87,943
Accrued expenses		1,704,312
Net cash used in operating activities		(479,096	)

Net change in cash		(479,096	)
Cash - beginning of the period		761,523
Cash - end of the period	$	282,427

Supplemental disclosure of noncash activities:
Change in value of ordinary shares subject to possible redemption	$	(187,260	)

Cash Flows from Operating Activities:
Net loss	$	(188,759	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Prepaid expenses		(495,260	)
Unrealized gain from investments held in Trust Account		(14,736	)
Accounts payable		273,543
Accrued expenses		12,516
Net cash used in operating activities		(412,696	)
Cash Flows from Investing Activities
Cash deposited in Trust Account		(250,000,000	)
Net cash used in investing activities		(250,000,000	)
Cash Flows from Financing Activities:
Proceeds received under note payable issued to related party		191,071
Repayment of note payable to related party		(191,071	)
Proceeds received from initial public offering, gross		250,000,000
Offering costs paid		(5,432,367	)
Proceeds received from private placement		6,750,000
Advances from related party		27,023
Net cash provided by financing activities		251,344,656
Net change in cash		931,960
Cash - beginning of the period		-
Cash - end of the period	$	931,960
Supplemental disclosure of noncash activities:
Offering costs paid by Sponsor in exchange for issuance of ordinary shares	$	25,000
Offering costs included in accrued expenses	$	70,000
Deferred underwriting commissions	$	8,750,000
Initial value of ordinary shares subject to possible redemption	$	237,443,130
Change in value of ordinary shares subject to possible redemption	$	(139,264	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

KISMET ACQUISITION ONE CORP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1. ~~DESCRIPTION~~– Description OFof ~~ORGANIZATION,~~Organization ~~BUSINESS~~and ~~OPERATIONS~~Business ~~AND BASIS OF PRESENTATION~~Operations

Kismet Acquisition One Corp (the “Company”) was newly incorporated in the British Virgin Islands on June 3, 2020 as a business company with limited liability and formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar initial business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on companies in the telecommunications infrastructure, internet and technology and consumer goods and services sectors operating in Russia. The Company has neither engaged in any operations nor generated revenue to date. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”).

~~At September 30, 2020, the Company had not yet commenced operations.~~ All activity for the period from June 3, 2020 (inception) through ~~September~~ 30March 31, ~~2020~~2021 relates to the Company’s formation, the preparation for its initial public offering (the “Initial Public Offering”), which is described below, and since the Initial Public Offering, the search for a potential target. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company ~~will~~generates ~~generate~~ non-operating income in the form of interest income ~~on cash and cash equivalents~~ from the proceeds derived ~~from~~ from the Initial Public Offering. ~~The Company has selected December 31 as its fiscal year end.~~

The Company’s sponsor is Kismet Sponsor Limited, a business company incorporated in the British Virgin Islands with limited ~~liability~~ liability (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 5, 2020. On August 10, 2020, the Company consummated its Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.3 million, inclusive of approximately $8.8 million in deferred underwriting commissions (Note 6). The Company granted the underwriter a 45-day option to purchase up to an additional 3,750,000 Units at the Initial Public Offering price to cover the over-~~allotments~~allotment option, if any. The over-allotment option expired unexercised on September 19, 2020.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,750,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of approximately $6.8 million, and incurring offering costs of approximately $11,000 (Note 4).

Upon the closing of the Initial Public Offering and the Private Placement in August 2020, $250.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) initially invested in cash and subsequently in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of the deferred underwriting discount held in trust and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended, or the Investment Company Act.

~~KISMET~~The Company ~~ACQUISITION~~will ~~ONE~~provide ~~CORP~~its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares have been recorded at a redemption value and classified as temporary equity on the condensed balance sheets in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval of a Business Combination, it will complete the Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem such shareholder’s Public Shares irrespective of whether such shareholder votes for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and the Sponsor and the Company’s officers and directors have agreed to vote any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Sponsor has agreed to waive its redemption rights with respect to its Founder Shares and the Sponsor and the Company’s officers and directors have agreed to waive their redemption rights with respect to any Public Shares owned by them in connection with the completion of a Business Combination.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares have been recorded at a redemption value and classified as temporary equity on the condensed balance sheets in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval of a Business Combination, it will complete the Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem such shareholder’s Public Shares irrespective of whether such shareholder votes for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and the Sponsor and the Company’s officers and directors have agreed to vote any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Sponsor has agreed to waive its redemption rights with respect to its Founder Shares and the Sponsor and the Company’s officers and directors have agreed to waive their redemption rights with respect to any Public Shares owned by them in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Sponsor and the Company’s officers and directors have agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or August 10, 2022 (as may be extended by approval of the Company’s shareholders, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to the Company’s obligations under British Virgin Islands law to provide for claims of creditors and the requirements of other applicable law.

KISMET ACQUISITION ONE CORP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses).

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor should acquire Public Shares after the Initial Public Offering, it will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Proposed Business Combination

On January 31, 2021, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Nexters Inc., a British Virgin Islands business company (“Pubco”), the Company’s Sponsor, solely in its capacity as the Purchaser Representative, Nexters Global Ltd. (“Nexters Global”), a private limited liability company domiciled in Cyprus, Fantina Holdings Limited, a private limited liability company domiciled in Cyprus, solely in its capacity as the Nexters Global Shareholders Representative, and the shareholders of Nexters Global. Pursuant to the Business Combination Agreement, among other things, the Company agreed to combine with Nexters Global in a business combination whereby the Company will merge with and into Pubco and Pubco will purchase all shares of Nexters Global, making Nexters Global a direct wholly-owned subsidiary of Pubco (the “Merger”). Pubco is a newly formed entity that was formed for the sole purpose of entering into and consummating the transactions set forth in the Business Combination Agreement.

Pursuant to the terms, and subject to the conditions, contained in the Business Combination Agreement, the parties to the Business Combination Agreement will effect the following transactions (collectively, the “Proposed Transactions”):

(1)

the Company will merge with and into Pubco (the “Merger”), as a result of which the separate corporate existence of the Company shall cease and Pubco shall continue as the surviving company, and each issued and outstanding security of the Company immediately prior to the Merger Effective Time shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco; and

(2)

Pubco will acquire all of the issued and outstanding share capital of Nexters Global in exchange for the payment, issue and delivery to the Nexters Global Shareholders of a combination of cash and shares of Pubco (the “Share Acquisition”), such that Nexters Global will be a direct wholly owned subsidiary of Pubco.

At the effective time of the Merger, (i) each issued and outstanding ordinary share of the Company will automatically be converted into and exchanged for the right to receive one ordinary share of Pubco (“Pubco Ordinary Shares”), (ii) each issued and outstanding public warrant of the Company will automatically be converted into and exchanged for the right one public warrant of Pubco (“Pubco Public Warrants”), (iii) each issued and outstanding private warrant of the company will automatically be converted into and exchanged for the right to receive one private warrant of Pubco (“Pubco Private Warrants” and, collectively with the Pubco Public Warrants, “Pubco Warrants”), and (iv) each issued and outstanding option to purchase ordinary shares of the Company shall be converted automatically into the right of the holder thereof to receive an option relating to Pubco Ordinary Shares (the “Pubco Options”). Each of the Pubco Public Warrants, Pubco Private Warrants and Pubco Options will have substantially the same terms and conditions as are in effect with respect to Company’s public warrants, private warrants and options immediately prior to the Merger Effective time.

In consideration for the purchase of Nexters Global’s share capital, Pubco will:

(1)

pay to the shareholders of Nexters Global cash in an amount not to exceed $150,000,000 equal to 50% of the aggregate amount of funds held by the Company either in or outside of its trust account, after taking into account any payments to be made to the Company’s public shareholders who validly exercise redemption rights pursuant to the Redemption (as defined below) and the proceeds received by Pubco pursuant to the A&R Forward Purchase Agreement (as defined below) (the “Base Cash Consideration”), subject to increase or decrease based on the Nexters Global’s net working capital as of the Reference Time (as such term is defined in the Business Combination Agreement) and subject to decrease by the amount of the Nexters Global’s outstanding indebtedness and transaction expenses as of the Reference Time and the Share Acquisition Closing, respectively (the Base Cash Consideration as so adjusted, the “Cash Payment”); and

(2)

issue to the shareholders of the Nexters Global immediately prior to the Share Acquisition Closing an aggregate number of Pubco Ordinary Shares (the “Exchange Shares”) with an aggregate value of $2,032,500,000 minus the Base Cash Consideration, with each Exchange Share valued at the price per share payable to the Company’s public shareholders pursuant to the Redemption minus Deferred Exchange Shares (valued at approximately $200 million), as described further below.

The issuance of an aggregate of 20,000,000 Exchange Shares (being the Deferred Exchange Shares) to the shareholders of Nexters Global immediately prior to the Share Acquisition Closing (other than Everix Investments Limited) will be deferred as follows:

●

the issuance of 10,000,000 Exchange Shares, in the aggregate, will be deferred until the volume weighted average trading price of the Pubco Ordinary Shares is $13.50 or greater for any 20 trading days within a period of 30 trading days prior to the third anniversary of the Share Acquisition Closing; and

●

the issuance of an additional 10,000,000 Exchange Shares, in the aggregate, will be deferred until the volume weighted average trading price of the Pubco Ordinary Shares is $17.00 or greater for any 20 trading days within a period of 30 trading days prior to the third anniversary of the Share Acquisition Closing.

The transaction is subject to certain conditions, including: (i) the Company’s shareholders having approved, among other things, the transactions contemplated by the Business Combination Agreement; (ii) the absence of any law or governmental order that would prohibit the Proposed Transactions; (iii) the termination or expiration of all required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iv) the Company having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the Closing; (v) the Company and Pubco having at least $100 million of cash either in or outside of the trust account, after taking into accounts payments by the Company for the Redemption and any proceeds received by Pubco under the A&R Forward Purchase Agreement; (vi) the Registration Statement having been declared effective by the SEC and remaining effective; and (vii) the Pubco Ordinary Shares and Pubco Warrants having been approved for listing on Nasdaq, subject only to official notice thereof.

On February 2, 2021, the Company filed a Current Report on Form 8-K announcing the entry into a Material Definitive Agreement including the full Business Combination Agreement and the A&R Forward Purchase Agreement.

Liquidity and Capital Resources

As of March 31, 2021, the Company had approximately $282,000 in its operating bank account and working capital deficit of approximately $1.8 million.

Through March 31, 2021, the Company’s liquidity needs were satisfied through a payment of $25,000 from Sponsor to cover certain offering costs in exchange for the issuance of the Founder Shares and a loan of approximately $191,000 from the Sponsor pursuant to the Note (see Note 5). Subsequent to the consummation the Initial Public Offering, the Company’s liquidity needs were also satisfied with net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note balance of approximately $191,000 on August 12, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of March 31, 2021 and December 31, 2020, there were no amounts outstanding under the Working Capital Loans.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating a Business Combination.

NOTE 2 – Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements ofare ~~the~~presented in ~~Company~~U.S. ~~have~~dollars ~~been prepared~~ in ~~accordance~~conformity with ~~United~~accounting ~~States~~principles generally accepted ~~accounting~~in ~~principles~~the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, ~~(consisting of~~which include only normal recurring ~~accruals)~~adjustments ~~considered~~necessary for athe fair ~~presentation~~statement ~~have~~of ~~been~~the ~~included.~~balances ~~Operating~~and results for the ~~period~~periods ~~from~~presented. ~~June~~Operating 3,results ~~2020~~for the ~~(inception)~~three ~~through~~months ~~September~~ended 30March 31, ~~2020~~2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 ~~2020~~or any future periods.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the ~~Form~~Company’s ~~8-K~~Annual ~~and~~Report ~~the~~on ~~final~~Form ~~prospectus~~ 10-K/A filed ~~by the Company~~ with the SEC on ~~August~~June 148, ~~2020 and August 7, 2020, respectively~~2021.

Emerging Growth Company

As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

KISMET ACQUISITION ONE CORP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Liquidity and Capital Resources~~9

The accompanying unaudited condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of September 30, 2020, the Company had approximately $0.9 million in its operating bank account and working capital of approximately $1.0 million.

Through September 30, 2020, the Company’s liquidity needs were satisfied through a payment of $25,000 from Sponsor to cover certain offering costs in exchange for the issuance of the Founder Shares and a loan of approximately $191,000 from the Sponsor pursuant to the Note (see Note 4). Subsequent to the consummation the Initial Public Offering, the Company’s liquidity needs were also satisfied with net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note balance of approximately $191,000 on August 12, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of September 30, there were no amounts outstanding under the Working Capital Loans.

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at at the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

KISMET ACQUISITION ONE CORP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents held outside the Trust Account at March 31, 2021 and December 31, 2020.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and any investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account as of ~~September~~March 3031, 2021 and December 31, 2020 isare comprised of investments in in U.S. Treasury securities having a maturity of 185 days or less or investments in money market funds that comprise only U.S. ~~government~~ treasury securities money market funds.

Investments Held in the Trust Account

The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of ~~September~~March 3031, 2021 and December 31,2020, the carrying values of cash, prepaid expenses, accounts payable and accrued expenses approximate ~~their~~ fair ~~values~~value due to the short-term nature of the instruments. ~~The~~ Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. government securities and are recognized at fair value. The fair value of ~~investments~~marketable securities held in Trust Account is determined using quoted prices in active markets.

9The fair value of Private Placement Warrants is measured using Black-Scholes Option Pricing model at each balance sheet date.

~~KISMET ACQUISITION ONE CORP~~10

~~NOTES TO UNAUDITED CONDENSED FINANCIAL~~Offering ~~STATEMENTS~~ Costs

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of costs incurred in connection with the formation and preparation for the Initial Public Offering. ~~Costs~~ These ~~Associated~~costs, together with the underwriting discount, were charged to additional paid-in capital upon the completion of the Initial Public Offering. Offering costs associated with the issuance of derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the ordinary shares and public warrants were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering and were charged to additional paid-in capital upon the completion of the Initial Public Offering in August 2020.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing ~~Liabilities~~ Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at ~~September~~March 3031, 2021 and December 31, 2020, 2322,~~730~~906,~~387~~930 and 22,925,656 ordinary shares subject to possible redemption are presented as temporary equity, respectively, outside of the shareholders’ equity section of the Company’s condensed balance sheets.

Net Income (Loss) ~~Per~~per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 937,500 ordinary shares that were subject to forfeiture if the option to purchase additional Units is not exercised by the underwriters (see Note 76). On September 17, 2020, the underwriters notified the Company that the over-allotment was not exercised, and as a result, 937,500 ordinary shares were forfeited and cancelled, effective as of September 19, 2020. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 19,250,000 shares of ordinary shares in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted loss per share is the same as basic loss per share for the period presented.

The Company’s unaudited condensed statement of operations includes a presentation of income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income per ordinary share, basic and diluted for redeemable ordinary shares for the three months ended March 31, 2021 is calculated by dividing the interest income earned on investments held in the trust account of approximately $17,000 by the weighted average number of redeemable ordinary shares outstanding for the period. Net loss per ordinary share, basic and diluted for non-redeemable ordinary shares for the three months ended March 31, 2021 is calculated by dividing the net loss of approximately $187,000, less income attributable to redeemable ordinary shares, by the weighted average number of non-redeemable ordinary shares outstanding for the period.

Share-based Compensation

~~The Company expenses share~~Share-based compensation to employees and non-employees is recognized over the requisite service period based on the estimated grant-date fair value of the awards. ~~Share-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award.~~ The Company recognizes the expense for share-based compensation awards subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable. Management evaluates when the achievement of a performance-based milestone is probable based on the expected satisfaction of the performance conditions at each reporting date. Share-based compensation would be recognized in general and administrative expense in the statement ~~condensed~~of ~~statements~~operations. We have determined that the consummation of ~~operations~~an initial Business Combination is a performance condition subject to significant uncertainty. As such, the achievement of the performance is not deemed to be probable of achievement until the consummation of the event, and therefore no compensation has been recognized for the three months ended March 31, 2021.

Income Taxes

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for in interest and penalties as of ~~September~~March 3031, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, ~~accruals~~ accruals or material deviation from its position.

There is currently no taxation imposed on income by the Government of the British Virgin Islands. In accordance with British Virgin ~~Islands~~ Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

~~Recent~~Derivative ~~Accounting~~ Warrant ~~Pronouncements~~Liabilities

~~Management~~The Company does not ~~believe~~use ~~that~~derivative ~~any~~instruments ~~recently~~to ~~issued~~hedge exposures to cash flow, ~~but~~market, ~~not~~or ~~yet~~foreign ~~effective~~currency risks. The Company evaluates all of its financial instruments, ~~accounting~~including ~~pronouncements~~issued stock purchase warrants, to determine if ~~currently~~such ~~adopted~~instruments are derivatives or contain features that qualify as embedded derivatives, ~~would~~pursuant ~~have~~to ASC 480 and ASC 815-40. The classification of derivative instruments, including a whether ~~material~~such ~~impact~~instruments onshould be recorded as liabilities or as equity, is re-assessed at the ~~Company’s~~end ~~unaudited~~of ~~condensed~~each ~~financial~~reporting ~~statements~~period.

10The Company issued 6,750,000 Private Placement Warrants which are recognized as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the Private Placement Warrants as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of Private Placement Warrants is measured using Black-Scholes Option Pricing model at each balance sheet date.

~~KISMET~~Recent Adopted ~~ACQUISITION~~Accounting ~~ONE CORP~~Standards

~~NOTES~~In August TO2020, ~~UNAUDITED~~the ~~CONDENSED~~FASB ~~FINANCIAL~~issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives ~~STATEMENTS~~ and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

~~NOTE~~Recent 3. Issued ~~INITIAL~~Accounting ~~PUBLIC OFFERING~~Standards

The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on the Company’s unaudited condensed financial statements.

NOTE 3 – Initial Public Offering

On August 10, 2020, the Company consummated its Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.3 million, inclusive of approximately $8.8 million in deferred underwriting commissions.

Each Unit consists of one ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 76).

~~NOTE 4. PRIVATE PLACEMENT~~12

~~Simultaneously~~NOTE ~~with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,750,000 Private Placement~~ ~~Warrants,~~4 at– ~~a price of $1.00 per~~ Private Placement ~~Warrant with the Sponsor, generating gross proceeds of approximately $6.8 million.~~

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,750,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $6.8 million, incurring offering costs of approximately $11,000.

Each whole Private Placement Warrant is exercisable for one whole ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

NOTE 5. ~~RELATED~~– ~~PARTY~~Related ~~TRANSACTIONS~~Party Transactions

Founder Shares

On June 8, 2020, the Company issued 6,250,000 ordinary shares to the Sponsor (the “Founder Shares”). The Sponsor paid for certain offering costs of $25,000 on behalf of the Company in exchange for issuance of the Founder Shares. In July 2020, the Company performed a 1.23 share split resulting in the Sponsor holding an aggregate of 7,687,500 Founder Shares. All shares and associated amounts have been retroactively restated to reflect the share capitalization. The Sponsor had agreed to forfeit up to an aggregate of 937,500 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units is not exercised in full by the underwriters so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering plus the number of ordinary shares to be sold pursuant to the Forward Purchase Agreement (as defined below). On September 17, 2020, the underwriters notified the Company that the over-allotment option was not exercised; as a result, these Founder Shares were forfeited, effective as of September 19, 2020.

The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (x) one year after the date of the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the last reported sale price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Related Party Loans

On June 10, 2020, the Sponsor agreed to loan the Company up to $200,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the date the Company consummated the Initial Public Offering. The Company borrowed approximately $191,000 under the Note and repaid the Note in full on August 12, 2020.

11In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans.

~~KISMET ACQUISITION ONE CORP~~13

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2020, the Company had no borrowings under the Working Capital Loans. However, as of September 30, 2020, there was an advance from the Sponsor of approximately $7,000 outstanding.

Administrative Services Agreement

Commencing on the date that of the Company’s final prospectus, the Company agreed to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space, administrative and support services. ~~The~~For ~~Company incurred $20,000 in these fees for~~ the three months ended ~~September~~March 3031, ~~2020~~2021, ~~and for~~ the ~~period~~Company ~~from~~did ~~June~~not 3,incur any ~~2020~~expense ~~through~~for ~~September 30, 2020. As of September 30, 2020,~~ these ~~fees are payable and included as Due to related party on the condensed balance sheet~~services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Forward Purchase Agreement

On August 5, 2020, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with the Sponsor, which provides for the purchase of $20,000,000 of units, with each unit consisting of one ordinary share (the “Forward ~~Purchase~~ Purchase Shares”) and one half of one warrant to purchase one ordinary share at $11.50 per share (the “Forward Purchase Warrants”), for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of the initial Business Combination. The purchase under the Forward Purchase Agreement is required to be made regardless of whether any ordinary shares are redeemed by the Public Shareholders. The Forward Purchase Shares and Forward Purchase Warrants will be issued only in connection with the closing of the initial Business Combination. The proceeds from the sale of Forward Purchase Shares and Forward Purchase Warrants may be used as part of the consideration to the sellers in the initial Business Combination, expenses in connection with the initial Business Combination or for working capital in the post-transaction company. The forward purchase agreement is accounted for as equity on the balance sheet.

~~NOTE~~Amended 6. and ~~COMMITMENTS~~Restated ~~AND~~Forward ~~CONTINGENCIES~~Purchase Agreement

On January 31, 2021, the Company, Pubco and the Sponsor entered into the Amended and Restated Forward Purchase Agreement (the “A&R Forward Purchase Agreement”). The A&R Forward Purchase Agreement amends the Forward Purchase Agreement by, among other things, increasing the Sponsor’s purchase commitment thereunder from $20 million to $50 million and replacing the Sponsor’s commitment to acquire the Company’s public units with a commitment to acquire Pubco ordinary shares and Pubco public warrants in a private placement to occur after, and subject to, the Merger closing and prior to the Share Acquisition closing.

Directors Compensation

Commencing on August 6, 2020 through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay its directors $40,000 each and granted each of the independent directors an option to purchase 40,000 Class A ordinary shares at an exercise price of $10.00 per share, which will vest upon the consummation of the initial Business Combination and will expire five years after the date on which it first became exercisable. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, or the Company’s or their affiliates. During the three months ended March 31, 2021, the Company paid $80,000 director compensation.

NOTE 6 – Commitments and Contingencies

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement, requiring the Company to register such securities for resale. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the prospectus to purchase up to 3,750,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On September 17, 2020, the underwriters notified the Company that the over-allotment option was not exercised; as a result, 937,500 Founder Shares were forfeited, effective as of September 19, 2020.

The underwriters were entitled to an underwriting commission of $0.20 per unit, or $5.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred underwriting commission of $0.35 per unit, or approximately $8.8 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

1214

~~KISMET~~Risks and ~~ACQUISITION ONE CORP~~Uncertainties

~~NOTES~~Management is TOcontinuing ~~UNAUDITED~~to ~~CONDENSED~~evaluate ~~FINANCIAL~~the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible ~~STATEMENTS~~ that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company and the close of the business combination, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 7. ~~SHAREHOLDER’S~~– ~~EQUITY~~Warrants

Ordinary Shares

The Company is authorized to issue unlimited ordinary shares with no par value. Holders of the Company’s ordinary shares are entitled to one vote for each share. On June 8, 2020, the Company issued 6,250,000 ordinary shares. In July 2020, the Company performed a 1.23 share split resulting in the Sponsor holding an aggregate of 7,687,500 Founder Shares. All shares and associated amounts have been retroactively restated to reflect the share capitalization. Of these 7,687,500 Founder Shares, 937,500 were subject to forfeiture by the Sponsor (or its permitted transferees) on a pro rata basis depending on the extent to which the underwriters’ option to purchase additional units was exercised. On September 17, 2020, the underwriters notified the Company that the over-allotment option was not exercised; thus, the 937,500 ordinary shares were forfeited, effective as of September 19, 2020. As of September 30, 2020, there were 31,750,000 ordinary shares issued and outstanding, consisting of 6,750,000 Founder Shares and 25,000,000 Public Shares (of which 23,730,387 shares are subject to possible redemption).

Preferred Shares

The Company is authorized to issue without shareholder approval of an unlimited number of preferred shares with no par value, divided into five classes, through Class E (collectively, the “preferred shares”) each with such designation, rights and preferences as may be determined by a resolution of the Company’s board of directors to amend the Amended and Restated Memorandum and Articles of Association to create such designations, rights and preferences. As of September 30, 2020, there were no preferred shares issued or outstanding.

Warrants

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances).

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and its prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement or register or qualify the shares under applicable blue sky laws to the extent an exemption is available.

The warrants have an exercise price of $11.50 per share and will expire in five years after the completion of a Business Combination or earlier upon redemption or liquidation.

KISMET ACQUISITION ONE CORP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Once the warrants become exercisable, the Company may redeem the outstanding warrants (excluding the Private Placement Warrants), in whole and not in part, at a price of $0.01 per warrant:

●

upon a minimum of 30 days’ prior written notice of redemption;

●

if, and only if, the last reported sale price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption to the warrant holders.

Once the warrants become exercisable, the Company may redeem the outstanding warrants, in whole and not in part, at a price of $0.10 per warrant:

●

upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table set forth based on the redemption date and the “fair market value” of the ordinary shares;

●

if, and only if, the closing price of the ordinary shares equals or exceeds $10.00 per Public Share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders, and

●

if the closing price of the ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

The “fair market value” of the ordinary shares for the above purpose shall mean the volume weighted average price of the ordinary shares during the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide the warrant holders with the final fair market value no later than one business day after the ten-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 ordinary shares per warrant (subject to adjustment).

The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share capitalization, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants shares. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

The Public warrants are accounted for as equity and the Private Placement warrants are accounted for as liabilities on the balance sheet.

NOTE 8 – Shareholders’ Equity

Ordinary Shares

The Company is authorized to issue unlimited ordinary shares with no par value. Holders of the Company’s ordinary shares are entitled to one vote for each share. On June 8, 2020, the Company issued 6,250,000 ordinary shares. In July 2020, the Company performed a 1.23 share split resulting in the Sponsor holding an aggregate of 7,687,500 Founder Shares. All shares and associated amounts have been retroactively restated to reflect the share capitalization. Of these 7,687,500 Founder Shares, 937,500 were subject to forfeiture by the Sponsor (or its permitted transferees) on a pro rata basis depending on the extent to which the underwriters’ option to purchase additional units was exercised. On September 17, 2020, the underwriters notified the Company that the over-allotment option was not exercised; thus, the 937,500 ordinary shares were forfeited, effective as of September 19, 2020. As of March 31, 2021 and December 31, 2020, there were 31,750,000 ordinary shares issued and outstanding, consisting of 6,750,000 Founder Shares and 25,000,000 Public Shares (of which 22,906,930 and 22,925,656 shares are subject to possible redemption, respectively).

Preferred Shares

The Company is authorized to issue without shareholder approval of an unlimited number of preferred shares with no par value, divided into five classes, through Class E (collectively, the “preferred shares”) each with such designation, rights and preferences as may be determined by a resolution of the Company’s board of directors to amend the Amended and Restated Memorandum and Articles of Association to create such designations, rights and preferences. As of March 31, 2021 and December 31, 2020, there were no preferred shares issued or outstanding.

Share Options

In August 2020, the Company granted option awards to three of its independent directors that contain both a performance condition and service condition. Each option award is an option to purchase 40,000 ordinary shares at an exercise price of $10.00 per share which vest upon the consummation of the initial Business Combination and will expire in five years after the date on which they first become exercisable. The Company has determined that the consummation of an initial Business Combination is a performance condition subject to significant uncertainty. As such, the achievement of the performance is not deemed to be probable of achievement until the consummation of the event, and therefore no compensation has been recognized asfor ofthe ~~September~~three 30months ended March 31, ~~2020~~2021.

NOTE 8. 9 ~~SUBSEQUENT~~– ~~EVENTS~~Fair Value Measurements

~~Management~~The ~~has~~ following ~~evaluated~~table ~~subsequent~~presents ~~events~~information toabout ~~determine if events or transactions occurring after~~ the ~~balance~~Company’s ~~sheet date through November 6, 2020, the date the~~ financial ~~statements~~assets ~~were~~and ~~available~~liabilities ~~for~~that ~~issuance,~~are ~~require~~measured ~~potential~~at ~~adjustment~~fair tovalue oron ~~disclosure in the~~a ~~financial~~ recurring ~~statements~~basis ~~and~~as ~~has~~of ~~concluded~~March ~~that~~31, ~~all~~2021 ~~such~~and ~~events~~December ~~that~~31, ~~would~~2020 ~~require~~by ~~recognition~~level orwithin ~~disclosure~~the ~~have~~fair ~~been~~value ~~recognized or disclosed.~~hierarchy:

	Fair Value Measured as of March 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Investments held in Trust Account - U.S. Treasury bills	$	250,081,552	$	-	$	-	$	250,081,552
Liabilities:
Derivative warrant liabilities - private placement warrants	$	-	$	-	$	5,467,500	$	5,467,500

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

	Fair Value Measured as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets:
Investments held in Trust Account - U.S. Treasury bills	$	250,064,076	$	-	$	-	$	250,064,076
Liabilities:
Derivative warrant liabilities - private placement warrants	$	-	$	-	$	7,492,500	$	7,492,500

~~References~~ Transfers to/from ~~“we,”~~Levels ~~“us~~1,~~” “our”~~ or2 ~~the~~and ~~“Company”~~3 are torecognized ~~Kismet~~at ~~Acquisition~~the ~~One~~beginning ~~Corp,~~of ~~except where~~ the ~~context~~reporting ~~requires otherwise~~period. ~~The~~ ~~following~~There ~~discussion~~were ~~should~~no betransfers ~~read~~between inlevels ~~conjunction~~for ~~with~~the ~~our unaudited condensed financial statements and related notes thereto~~three ~~included~~ months ~~elsewhere~~ended inMarch ~~this~~31, ~~report~~2021.

~~Cautionary~~The ~~Note~~fair ~~Regarding~~value ~~Forward-Looking~~of marketable securities held in Trust Account is determined ~~Statements~~using quoted prices in active markets.

~~This Quarterly Report on Form 10-Q includes forward-looking~~The ~~statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and~~ ~~Section~~fair ~~21E~~value of the ~~Securities~~Private ~~Exchange~~Placement ~~Act~~Warrants ofhas ~~1934,~~been asestimated ~~amended~~using ~~(the~~a ~~“Exchange Act”). Our forward~~Black-~~looking~~Scholes ~~statements include,~~Option ~~but~~Pricing ~~are~~model ~~not~~at ~~limited~~each ~~to,~~balance ~~statements~~sheet ~~regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future~~date. ~~In addition, any statements that refer to projections, forecasts or other characterizations~~ ~~of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,”~~ ~~“believe,”~~For ~~“continue,”~~the ~~“could,”~~three ~~“estimate,”~~months ~~“expect,”~~ended ~~“intend,” “may,”~~March ~~“might~~31,” ~~“plan~~2021,” ~~“possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but~~ the ~~absence~~Company ofrecognized ~~these words does not mean that~~ a ~~statement~~decrease isin ~~not~~the ~~forward-looking.~~fair ~~These~~value ~~forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels~~ of ~~activity,~~derivative ~~performance or~~warrant ~~achievements~~liabilities ~~to be materially different from any future results, levels~~ of ~~activity, performance or achievements expressed~~approximately ~~or implied by such forward-looking statements~~ $2.0 ~~For~~million, ~~information~~which ~~identifying~~is ~~important~~presented ~~factors~~as ~~that~~change ~~could cause actual results to differ materially from those anticipated~~ in ~~the~~fair ~~forward-looking~~value ~~statements, please refer to the Risk Factors section~~ of ~~the~~derivative ~~Company’s final~~warrant ~~prospectus~~liabilities ~~for~~in ~~its Initial Public Offering filed with~~ the ~~U.S.~~accompanying ~~Securities~~statement ~~and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section~~ of ~~the SEC’s website at www~~operations.sec.gov. Except as expressly required by applicable securities law, 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.

~~Overview~~The change in the fair value of the derivative warrant liabilities, measured with Level 3 inputs, for three months ended March 31, 2021 is summarized as follows:

Kismet Acquisition One Corp was newly incorporated in the British Virgin Islands on June 3, 2020 as a business company with limited liability and formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar initial business combination with one or more businesses or entities (“Business Combination”). Although we are not limited to a particular industry or geographic region for purposes of consummating a Business Combination, we intend to focus on companies in the telecommunications infrastructure, internet and technology and consumer goods and services sectors operating in Russia. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Derivative warrant liabilities at December 31, 2020	$	7,492,500
Change in fair value of derivative warrant liabilities		(2,025,000	)
Derivative warrant liabilities at March 31, 2021	$	5,467,500

AtThe estimated ~~September~~fair ~~30,~~value ~~2020,~~of wederivative ~~had~~warrant ~~not~~liabilities ~~yet commenced~~is ~~operations~~determined using Level 3 inputs. ~~All~~Inherent ~~activity~~in ~~for~~a ~~the~~Black-Scholes ~~period~~model ~~from~~are ~~June~~assumptions related 3,to ~~2020~~expected ~~(inception)~~stock-price ~~through~~volatility, ~~September~~expected 30life, ~~2020~~risk-free ~~relates~~interest torate ~~our~~and ~~formation~~dividend yield. However, ~~our~~ ~~initial~~inherent ~~public~~uncertainties are ~~offering~~involved. ~~(the~~If ~~“Initial~~factors ~~Public~~or ~~Offering”)~~assumptions change, ~~which~~the isestimated ~~described~~fair ~~below,~~values ~~and~~could ~~since~~be ~~the~~materially ~~Initial~~different. ~~Public Offering,~~The Company estimates the ~~search~~volatility of ~~for~~its aordinary ~~potential~~shares ~~target.~~based Weon ~~will~~historical ~~not~~volatility ~~generate~~of ~~any~~select ~~operating~~peer ~~revenues~~companies ~~until~~that ~~after~~matches the ~~completion~~expected remaining life of ~~our~~the ~~initial~~warrants. ~~Business~~ The ~~Combination,~~risk-free atinterest ~~the~~rate ~~earliest.~~is Webased ~~will~~on ~~generate~~the ~~non~~U.S. Treasury zero-~~operating~~coupon ~~income~~yield incurve on the ~~form~~grant ofdate ~~interest~~for ~~income~~a onmaturity ~~cash~~similar ~~and~~to ~~cash~~the ~~equivalents~~expected ~~from~~ remaining life of the ~~proceeds~~warrants. ~~derived~~The ~~from~~expected life of the ~~Initial~~warrants ~~Public~~is ~~Offering~~assumed to be equivalent to their remaining contractual term. WeThe dividend ~~have~~rate ~~selected~~is ~~December~~based 31on asthe ~~our~~historical ~~fiscal~~rate, ~~year~~which ~~end~~the Company anticipates remaining at zero.

Our sponsor is Kismet Sponsor Limited, a business company incorporated in the British Virgin Islands with limited liability (the “Sponsor”). The registration statement for our Initial Public Offering was declared effective on August 5, 2020. On August 10, 2020, we consummated our Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.3 million, inclusive of approximately $8.8 million in deferred underwriting commissions.17

~~Simultaneously with the closing of the~~The ~~Initial~~ following ~~Public~~table ~~Offering,~~provides wequantitative ~~consummated~~information aregarding ~~private~~Level ~~placement~~3 ~~(the~~fair ~~“Private~~value ~~Placement”)~~measurements ofinputs ~~6,750,000 warrants (the “Private Placement Warrants”),~~ at atheir ~~price~~measurement ofdates ~~$1.00~~for ~~per Private Placement Warrant, to our Sponsor, generating gross proceeds~~ measurement of ~~approximately $6.8~~warrant ~~million.~~liabilities:

	March 31, 2021			December 31, 2020
Exercise price	$	11.50		$	11.50
Share price	$	9.90		$	10.10
Term (in years)		5.17			5.42
Volatility		14.60	%		18.00	%
Risk-free interest rate		0.96	%		0.42	%
Dividend yield		-			-

~~Upon the closing of the Initial Public~~NOTE ~~Offering and the Private Placement in August 2020, $250.0 million ($~~ 10~~.00~~ ~~per~~– Subsequent Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) initially invested in cash and subsequently in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.Events

~~Our management~~ Management has ~~broad~~evaluated ~~discretion~~subsequent ~~with respect~~events to ~~the~~determine ~~specific~~if ~~application~~events ofor transactions occurring through the ~~net~~date ~~proceeds~~the offinancial ~~its~~statements ~~Initial~~were ~~Public~~issued required ~~Offering~~potential ~~and~~adjustment ~~the~~to ~~sale~~or ofdisclosure ~~Private~~in ~~Placement~~the ~~Warrants, although~~financial ~~substantially~~statements ~~all~~and ofhas ~~the~~concluded ~~net~~that ~~proceeds~~all ~~are~~such ~~intended~~events tothat bewould ~~applied~~require recognition ~~generally~~or ~~toward~~disclosure ~~consummating~~have abeen ~~Business~~recognized ~~Combination~~or disclosed.

If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or August 10, 2022 (as may be extended by approval of our shareholders, the “Combination Period”), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and our board of directors, commence a voluntary liquidation and thereby a formal dissolution of us, subject in each case to our obligations under British Virgin Islands law to provide for claims of creditors and the requirements of other applicable law.18

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~Our entire activity since inception up~~References to ~~September~~“we,” 30“us,” ~~2020 was in preparation for~~ “our” ~~formation~~or ~~and~~ the ~~preparation~~“Company” ofare ~~the~~to ~~Initial~~Kismet ~~Public~~Acquisition ~~Offering,~~One ~~and since our Initial Public Offering~~Corp, ~~our~~except ~~activity has been limited to~~ where the ~~search~~context ~~for~~requires aotherwise. ~~prospective~~The ~~initial~~following ~~Business~~discussion ~~Combination.~~should Webe ~~will~~read ~~not~~in beconjunction ~~generating any~~with ~~operating~~our ~~revenues~~unaudited ~~until~~condensed ~~the~~financial ~~closing~~ statements and ~~completion~~related ofnotes ~~our~~thereto ~~initial~~included ~~Business~~elsewhere ~~Combination,~~in atthis ~~the earliest~~report.

~~For the period from June 3, 2020 (inception)~~Cautionary ~~through~~ Note ~~September~~Regarding ~~30,~~Forward-Looking ~~2020, we had a net loss of approximately $189,000, which consisted solely of general and administrative expenses.~~ Statements

~~Liquidity~~This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and ~~Capital~~Section ~~Resources~~21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including the proposed business combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K/A (defined below) filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, 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.

~~As of September 30, 2020, we had approximately $0.9 million in our operating bank account, and working capital of approximately $1.0 million.~~Overview

~~Through~~Kismet Acquisition ~~September~~One ~~30,~~Corp ~~2020,~~was ~~our~~newly ~~liquidity needs~~incorporated ~~have~~in ~~been~~the ~~satisfied~~British ~~through~~Virgin aIslands ~~payment~~on ofJune ~~$25~~3,~~000~~ ~~from~~2020 ~~our~~as ~~Sponsor~~a tobusiness ~~cover~~company ~~certain~~with ~~offering~~limited ~~costs~~liability and informed ~~exchange~~ for the ~~issuance~~ purpose of ~~the Founder Shares~~acquiring, aengaging ~~loan~~in ~~from our Sponsor pursuant to~~ a ~~promissory~~share ~~note~~exchange, ~~(the~~share ~~“Note”)~~reconstruction ofand ~~$191~~amalgamation,~~000,~~ ~~and~~contractual ~~the~~control ~~net~~arrangement ~~proceeds~~ with, ~~from~~purchasing ~~the~~all ~~consummation~~or substantially all of the ~~Private~~assets ~~Placement~~of, ~~not~~or ~~held~~engaging in ~~the~~any ~~Trust~~other ~~Account.~~similar Weinitial ~~fully~~business ~~repaid~~combination ~~the~~with ~~Note~~one ~~balance of approximately~~or ~~$191,000~~ more onbusinesses ~~August~~or ~~12,~~entities ~~2020~~(“Business Combination”). InAlthough ~~addition,~~we inare ~~order~~not limited to ~~finance~~a ~~transaction~~particular ~~costs~~industry inor ~~connection~~geographic region ~~with~~for purposes of consummating a Business Combination, ~~our Sponsor~~we orintend anto ~~affiliate~~focus ofon ~~our~~companies ~~Sponsor,~~in orthe ~~certain~~telecommunications ofinfrastructure, internet ~~our~~and ~~officers~~technology and ~~directors~~consumer ~~may,~~goods ~~but~~and ~~are~~services ~~not~~sectors ~~obligated~~operating ~~to,~~in ~~provide~~Russia. usWe ~~with loans~~are ~~(the~~an ~~“Working~~emerging ~~Capital~~growth ~~Loans”).~~company Asand, ofas ~~September 30~~such, we ~~2020,~~are ~~there~~subject ~~were~~to noall ~~amounts~~of ~~outstanding~~the ~~under~~risks ~~the~~associated ~~Working Capital~~with ~~Loans~~emerging growth companies.

~~Based~~At March on31, ~~the foregoing~~2021, ~~our~~we ~~management believes~~had ~~that~~not weyet ~~will~~commenced ~~have~~operations. ~~sufficient~~All ~~working~~activity ~~capital~~for ~~and~~the ~~borrowing~~period ~~capacity~~ from ~~our~~June ~~Sponsor~~3, or2020 an(inception) ~~affiliate~~through ofMarch ~~our Sponsor~~31, 2021 or relates ~~certain~~to of our ~~officers~~formation, ~~and~~our ~~directors~~initial topublic ~~meet~~offering ~~its needs through~~ (the ~~earlier~~“Initial ofPublic ~~the~~Offering”), ~~consummation~~which ofis adescribed ~~Business~~below, ~~Combination~~and orsince ~~one~~ the ~~year~~Initial ~~from~~Public ~~this~~Offering, ~~filing.~~the ~~Over~~search ~~this~~for ~~time~~a ~~period,~~potential wetarget. We will benot ~~using~~generate ~~these~~any ~~funds~~operating ~~for~~revenues ~~paying~~until ~~existing~~after ~~accounts~~the ~~payable, identifying~~completion ~~and~~ of ~~evaluating~~our ~~prospective~~ initial Business Combination ~~candidates~~, ~~performing~~at ~~due~~the ~~diligence~~earliest. onWe ~~prospective~~will ~~target~~generate ~~businesses, paying~~non-operating ~~for~~income ~~travel~~in ~~expenditures,~~the ~~selecting~~form ~~the~~of ~~target~~interest ~~business~~income toon ~~merge~~cash ~~with~~and cash orequivalents ~~acquire,~~from ~~and~~the ~~structuring,~~proceeds ~~negotiating~~derived ~~and~~from ~~consummating~~ the ~~Business~~Initial ~~Combination~~Public Offering.

16Our sponsor is Kismet Sponsor Limited, a business company incorporated in the British Virgin Islands with limited liability (the “Sponsor”). The registration statement for our Initial Public Offering was declared effective on August 5, 2020. On August 10, 2020, we consummated our Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.3 million, inclusive of approximately $8.8 million in deferred underwriting commissions.

~~Management~~Simultaneously with ~~continues~~the toclosing ~~evaluate~~of the ~~impact of~~Initial ~~the~~Public ~~COVID-19~~Offering, ~~pandemic~~we ~~and~~consummated ~~has~~a ~~concluded~~private ~~that~~placement (the ~~specific~~“Private ~~impact~~Placement”) isof ~~not~~6,750,000 warrants ~~readily~~(the ~~determinable~~“Private asPlacement ofWarrants”), ~~the~~at ~~date~~a price of ~~the financial statements~~$1.00 ~~The~~per ~~financial~~Private ~~statements~~Placement doWarrant, ~~not~~to ~~include~~our ~~any~~Sponsor, ~~adjustments~~generating gross ~~that~~proceeds ~~might~~of ~~result~~approximately ~~from~~$6.8 ~~the~~million, ~~outcome~~and incurring offering costs of ~~this~~approximately ~~uncertainty~~$11,000.

~~Related Party Transactions~~19

~~Founder~~Upon the ~~Shares~~closing of the Initial Public Offering and the Private Placement in August 2020, $250.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) initially invested in cash and subsequently in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

~~On June 8, 2020, we issued 6,250,000 ordinary shares to our Sponsor (the “Founder Shares”).~~ Our ~~Sponsor paid for certain offering costs of $25,000 on behalf of~~ ~~the Company in exchange for issuance of the Founder Shares. In July 2020, we performed a 1.23 share split resulting in our Sponsor~~ ~~holding~~management anhas ~~aggregate~~broad ofdiscretion ~~7,687,500~~with ~~Founder~~respect ~~Shares. All shares and associated amounts have been retroactively restated~~ to ~~reflect~~ the ~~share~~specific ~~capitalization.~~application ~~The Sponsor had agreed to forfeit up to an aggregate~~ of ~~937,500 Founder Shares, on a pro rata basis, to~~ the ~~extent~~net ~~that~~proceeds ~~the option to purchase additional units is not exercised in full by the underwriters so that the Founder Shares would represent 20%~~ of ~~the~~its ~~Company’s issued and outstanding shares after the~~ Initial Public Offering ~~plus~~and the ~~number of~~sale ~~ordinary~~ of ~~shares~~Private toPlacement ~~be sold pursuant to the Forward Purchase Agreement (as defined below). On September 17~~Warrants, ~~2020,~~although ~~the~~substantially ~~underwriters notified~~all usof ~~that~~ the ~~over-allotment~~net ~~option~~proceeds ~~was~~are ~~not~~intended ~~exercised;~~to asbe aapplied ~~result,~~generally ~~these~~toward ~~Founder Shares were forfeited, effective as of~~consummating ~~September~~ a ~~19,~~Business ~~2020~~Combination.

~~Our~~If we ~~Sponsor~~are ~~agreed,~~unable ~~subject~~ to ~~limited exceptions~~complete a Business Combination within 24 months from the closing of the Initial Public Offering, ~~not~~or toAugust ~~transfer~~10, ~~assign~~2022 (as ormay ~~sell~~be ~~any~~extended ofby ~~its~~approval ~~Founder~~of ~~Shares~~our ~~until~~shareholders, the ~~earlier~~“Combination toPeriod”), ~~occur~~we ~~of:~~will (xi) ~~one~~cease ~~year~~all ~~after~~operations ~~the~~except ~~date~~for of the ~~completion~~purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the ~~initial~~Public Shares, ~~Business~~at ~~Combination~~a orper-share ~~earlier~~price, ifpayable in cash, ~~subsequent~~equal to the ~~initial~~aggregate ~~Business~~amount ~~Combination,~~then on deposit in the ~~last reported~~Trust ~~sale~~Account ~~price~~including ofinterest earned on the ~~ordinary~~funds ~~shares~~held ~~equals~~in orthe ~~exceeds~~Trust ~~$12.00~~Account ~~per~~and ~~share~~not ~~(as~~previously ~~adjusted~~released ~~for~~to ~~share~~us ~~splits~~to pay our taxes, ~~share~~if ~~dividends~~any (less up to $100,000 of interest ~~reorganizations~~ to ~~and~~pay ~~recapitalizations~~dissolution expenses), ~~for~~divided ~~any~~by 20the ~~trading~~number ~~days~~of ~~within~~then ~~any~~outstanding ~~30-trading~~Public ~~day~~Shares, ~~period~~which ~~commencing~~redemption atwill ~~least~~completely ~~150~~extinguish ~~days after~~Public Shareholders’ rights as shareholders (including the ~~initial~~right ~~Business~~to ~~Combination~~receive further liquidation distributions, orif any), subject to applicable law, and (yiii) weas ~~consummate~~promptly aas ~~subsequent~~reasonably ~~liquidation,~~possible ~~merger~~following such redemption, ~~stock~~subject ~~exchange~~to orthe ~~other~~approval ~~similar~~of ~~transaction~~the remaining shareholders and ~~which~~ our ~~results~~board inof ~~all~~directors, commence a voluntary liquidation and thereby a formal dissolution of ~~our~~us, ~~shareholders~~subject ~~having~~in ~~the~~each ~~right~~case to ~~exchange~~our ~~their~~obligations under ~~ordinary~~British ~~shares~~Virgin Islands law to provide for ~~cash,~~claims ~~securities~~of orcreditors and the requirements of other ~~property~~applicable law.

~~Private~~Proposed Business ~~Placement Warrants~~Combination

~~Simultaneously~~On January 31, 2021, we entered into a Business Combination Agreement (the “Business Combination Agreement”) with Nexters Inc., a British Virgin Islands business company (“Pubco”), our sponsor, solely in its capacity as our Representative, Nexters Global Ltd. (“Nexters Global”), a private limited liability company domiciled in Cyprus, Fantina Holdings Limited, a private limited liability company domiciled in Cyprus, solely in its capacity as Nexters Global Shareholders Representative, and the ~~closing~~shareholders of Nexters Global. Pursuant to the ~~Initial~~ ~~Public~~Business ~~Offering~~Combination Agreement, among other things, we ~~consummated~~agreed to combine with Nexters Global in a ~~Private~~business combination ~~Placement~~whereby we will merge with and into Pubco and Pubco will purchase all shares of 6Nexters Global,~~750,000~~ ~~Private~~making ~~Placement~~Nexters ~~Warrants,~~Global ata direct wholly-owned subsidiary of Pubco. Pubco is a ~~price~~newly formed entity that was formed for the sole purpose of $1entering into and consummating the transactions set forth in the Business Combination Agreement.00 ~~per~~Nexters ~~Private~~Global is one of the largest and most seasoned European gaming ~~Placement~~ unicorns ~~Warrant~~with deep expertise in mobile game development and marketing. It is a developer and publisher of Hero Wars mid-core RPG franchise, currently toavailable ~~our~~on ~~Sponsor~~mobile (iOS, ~~generating~~Android) ~~gross~~and ~~proceeds~~PC of(via ~~approximately~~web ~~$6.8~~and ~~million~~Facebook) and is looking to launch three new titles in 2021.

~~Each~~The ~~whole~~ proposed ~~Private~~business ~~Placement~~combination ~~Warrant~~ is ~~exercisable~~subject ~~for~~to ~~one~~certain ~~whole~~conditions, ~~ordinary~~including: ~~share~~(i) our atshareholders ahaving ~~price~~approved, among other things, the transactions contemplated by the Business Combination Agreement; (ii) the absence of ~~$11.50~~any ~~per~~law ~~share.~~or Agovernmental ~~portion~~order that would prohibit the proposed transactions; (iii) the termination or expiration of all required waiting periods under the ~~proceeds~~Hart-Scott-Rodino ~~from~~ Act; ~~the~~(iv) ~~Private~~our ~~Placement~~company ~~Warrants~~having ~~was~~at ~~added~~least to$5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the ~~proceeds~~Exchange Act) ~~from~~remaining after the ~~Initial~~closing; ~~Public~~(v) ~~Offering~~our ~~held~~company and Pubco having at least $100 million of cash either in or outside of the Trust Account., after Iftaking ~~we do~~into ~~not~~accounts ~~complete~~payments aby ~~Business~~us ~~Combination~~for ~~within~~the redemption and any proceeds received by Pubco under the ~~Combination~~Amended ~~Period,~~and Restated Forward Purchase Agreement (the ~~Private~~“A&R ~~Placement~~Forward ~~Warrants~~Purchase ~~will~~Agreement”); ~~expire~~(vi) ~~worthless.~~the ~~The~~Registration Statement having been declared effective ~~Private~~ by ~~Placement~~the ~~Warrants~~SEC ~~will~~and beremaining ~~non-redeemable~~effective; and ~~exercisable~~(vii) the Pubco ordinary shares and Pubco warrants having been approved for listing on aNasdaq, subject ~~cashless~~only ~~basis~~to soofficial ~~long~~notice asthereof. ~~they~~The ~~are~~proposed ~~held~~business bycombination is more fully described in Note 1 to the ~~Sponsor~~financial statements or included ~~its~~in ~~permitted~~Item ~~transferees~~8 of this Annual Report.

~~Related Party Loans~~ 20

~~On June 10, 2020, our Sponsor agreed to~~Results ~~loan us up to $200,000 to be used for the payment of costs related to the Initial Public Offering pursuant to the Note. The Note~~ ~~was non-interest bearing, unsecured and due upon the date the Company consummated the Initial Public Offering. The Company repaid the balance~~ of ~~the Note of approximately $191,000 in full on August 12, 2020.~~Operations

~~In addition, in order to finance transaction~~Our ~~costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors~~ ~~may,~~entire ~~but~~activity ~~are~~since ~~not~~inception ~~obligated~~up to, ~~loan~~March ~~us funds pursuant to the Working Capital Loans. If we complete a Business Combination~~31, ~~we would~~2021 ~~repay~~was ~~the~~in ~~Working~~preparation ~~Capital~~for ~~Loans~~our ~~out~~formation ofand the ~~proceeds~~preparation of the ~~Trust~~Initial ~~Account~~Public ~~released to us. Otherwise~~Offering, ~~the Working Capital~~ ~~Loans~~ and ~~would~~since beour ~~repaid~~Initial ~~only~~Public ~~out of funds held outside the Trust Account. In the event that a Business Combination does not close~~Offering, we ~~may~~our ~~use~~activity ahas ~~portion~~been oflimited ~~proceeds held outside the Trust Account~~ to ~~repay~~ the ~~Working~~search ~~Capital~~for ~~Loans~~a ~~but~~prospective noinitial ~~proceeds~~Business ~~held in the Trust Account would be used to repay the Working Capital Loans~~Combination. ~~Except for the foregoing, the terms of such Working Capital Loans,~~We if will ~~any, have~~ not ~~been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either~~ be ~~repaid~~generating ~~upon~~any ~~consummation~~operating ofrevenues auntil ~~Business Combination, without interest, or, at~~ the ~~lender’s~~closing ~~discretion,~~and upcompletion ~~to $1.5 million~~ of ~~such~~our ~~Working~~initial ~~Capital Loans may be convertible into warrants of the post~~ Business Combination, ~~entity~~ at ~~a price of $1.00 per warrant. The warrants would be identical to~~ the ~~Private Placement Warrants~~earliest. As of September 30, 2020, there were no amounts outstanding under the Working Capital Loans. However, as of September 30, 2020, there was an advance from our Sponsor of approximately $7,000 outstanding.

For the three months ended March 31, 2021, we had a net loss of approximately $187,000, which consisted of approximately $17,000 gain from investments held in trust account, a decrease in fair value of derivative warrant liabilities of approximately $2.0 million offset by approximately $2.2 million in general and administrative expenses.

~~Administrative~~Liquidity and ~~Services~~Capital ~~Agreement~~Resources

~~Commencing~~As ~~on the date~~ of ~~the~~March ~~final~~31, ~~prospectus for the Initial Public Offering~~2021, we ~~agreed~~had toapproximately ~~pay an affiliate of our Sponsor a total of up to~~ $10282,000 ~~per month for office space,~~ ~~administrative and support services. We incurred $20,000~~ in ~~expenses~~our inoperating ~~connection~~bank ~~with this agreement for the three months ended September 30~~account, ~~2020~~ and ~~for~~working ~~the~~capital ~~period~~deficit ~~from June 3, 2020 through September 30, 2020 which are reflected in the accompanying condensed statement~~ of ~~operations.~~approximately ~~As of September 30, 2020, the full amount is payable and included on the accompanying condensed balance sheet~~$1.8 ~~Upon completion of the Initial Business Combination or our liquidation, we will cease paying these monthly fees~~million.

~~Forward~~Through March ~~Purchase~~31, ~~Agreement~~2021, our liquidity needs have been satisfied through a payment of $25,000 from our Sponsor to cover certain offering costs in exchange for the issuance of the Founder Shares, a loan from our Sponsor pursuant to a promissory note (the “Note”) of $191,000, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. We fully repaid the Note balance of approximately $191,000 on August 12, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us with loans (the “Working Capital Loans”). As of March 31, 2021 and December 31, 2020, there were no amounts outstanding under the Working Capital Loans.

OnBased on ~~August~~the 5foregoing, ~~2020,~~our wemanagement ~~entered~~believes ~~into~~that awe ~~forward purchase~~will ~~agreement~~have ~~(the~~sufficient ~~“Forward~~working ~~Purchase~~capital ~~Agreement”)~~and ~~with~~borrowing capacity from our Sponsor, ~~which~~or ~~provides~~an affiliate ~~for the purchase~~ of ~~$20,000,000 of~~our ~~units~~Sponsor, ~~with~~or ~~each~~certain ~~unit consisting~~ of ~~one~~our ~~ordinary~~officers ~~share~~and ~~(the~~directors ~~“Forward~~to ~~Purchase~~meet ~~Shares”)~~its ~~and~~needs ~~one~~through ~~half of one warrant (~~the ~~“Forward~~earlier ~~Purchase Warrants”), for a purchase price~~ of ~~$10.00 per unit, in a private placement to occur concurrently with~~ the ~~closing~~consummation of ~~the~~a ~~initial~~ Business Combination. ~~The~~or ~~purchase~~one ~~under~~year ~~the~~from ~~Forward~~this ~~Purchase Agreement is required to be made regardless of whether any ordinary shares are redeemed by the Public Shareholders~~filing. ~~The~~Over ~~Forward~~this ~~Purchase~~time ~~Shares~~period, ~~and~~we ~~Forward Purchase Warrants~~ will be ~~issued~~using ~~only~~these infunds ~~connection~~for ~~with~~paying ~~the~~existing ~~closing~~accounts ofpayable, ~~the~~identifying and evaluating prospective initial Business Combination. ~~The~~candidates, ~~proceeds~~performing ~~from~~due ~~the~~diligence ~~sale~~on ~~of Forward~~prospective ~~Purchase~~target ~~Shares~~businesses, ~~and~~paying for ~~Forward~~travel ~~Purchase~~expenditures, ~~Warrants~~selecting ~~may be used as part of~~ the ~~consideration~~target business to ~~the~~merge ~~sellers~~with inor ~~the~~acquire, ~~initial~~and ~~Business Combination~~structuring, ~~expenses~~negotiating inand ~~connection~~consummating ~~with~~ the ~~initial~~ Business Combination ~~or for working capital in the post-transaction company~~.

~~Commitments~~Management continues to evaluate the impact of the COVID-19 pandemic and ~~Contingencies~~has concluded that the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Registration~~Related Party ~~Rights Agreement~~Transactions

~~The holders of the~~ Founder ~~Shares, Private~~ ~~Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable~~ upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement, requiring us to register such securities for resale. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.Shares

~~Underwriting~~On June 8, 2020, we issued 6,250,000 ordinary shares to our Sponsor (the “Founder Shares”). Our Sponsor paid for certain offering costs of $25,000 on behalf of the Company in exchange for issuance of the Founder Shares. In July 2020, we performed a 1.23 share split resulting in our Sponsor holding an aggregate of 7,687,500 Founder Shares. All shares and associated amounts have been retroactively restated to reflect the share capitalization. The Sponsor had agreed to forfeit up to an aggregate of 937,500 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units is not exercised in full by the underwriters so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering plus the number of ordinary shares to be sold pursuant to the Forward Purchase Agreement (as defined below). On September 17, 2020, the underwriters notified us that the over-allotment option was not exercised; as a result, these Founder Shares were forfeited, effective as of September 19, 2020.

WeOur Sponsor ~~granted~~agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the ~~underwriters~~earlier ato ~~45-day~~occur ~~option~~of: ~~from~~ (x) one year after the date of the ~~prospectus~~completion ~~for~~of the ~~Initial~~initial ~~Public~~Business ~~Offering~~Combination toor ~~purchase~~earlier upif, subsequent to ~~3,750,000~~the ~~additional~~initial ~~Units~~Business at Combination, the ~~Initial~~last ~~Public Offering~~reported sale price ~~less~~of the ~~underwriting~~ordinary ~~discounts~~shares ~~and~~equals ~~commissions~~or exceeds $12.00 Onper ~~September~~share 17(as adjusted for share splits, ~~2020~~share dividends, reorganizations ~~the~~and ~~underwriters~~recapitalizations) ~~notified~~for usany ~~that~~20 ~~the~~trading ~~over~~days within any 30-~~allotment~~trading day period commencing at least 150 days after the ~~option~~ initial ~~was~~Business ~~not~~Combination, ~~exercised;~~or as(y) we consummate a ~~result~~subsequent liquidation, ~~937~~merger,~~500~~ ~~Founder~~stock ~~Shares~~exchange ~~were~~or ~~forfeited,~~other ~~effective~~similar astransaction which results in all of ~~September~~our 19shareholders having the right to exchange their ordinary shares for cash, ~~2020~~securities or other property.

The underwriters were entitled to an underwriting commission of $0.20 per unit, or $5.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred underwriting commission of $0.35 per unit, or approximately $8.8 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.21

~~Critical~~Private Placement ~~Accounting Policies and Estimates~~Warrants

~~This management’s~~Simultaneously ~~discussion and analysis of our financial condition and results of operations is based on our unaudited condensed financial statements,~~ ~~which have been prepared in accordance~~ with ~~U.S.~~the ~~GAAP.~~closing ~~The preparation~~ of ~~these~~the ~~financial~~Initial ~~statements~~Public ~~requires~~Offering, uswe toconsummated ~~make~~a ~~estimates and~~Private ~~judgments~~Placement ~~that affect the reported amounts~~ of ~~assets~~6, ~~liabilities~~750,000 ~~revenues~~Private ~~and~~Placement ~~expenses~~Warrants, ~~and~~at ~~the~~a ~~disclosure~~ price of ~~contingent assets and liabilities in our financial statements~~$1.00 Onper anPrivate ~~ongoing~~Placement ~~basis~~Warrant, weto ~~evaluate~~ our ~~estimates and judgments~~Sponsor, ~~including~~generating ~~those related~~gross toproceeds ~~fair value~~ of ~~financial~~approximately ~~instruments and accrued expenses~~$6.8 ~~We base our estimates on historical experience~~million, ~~known trends~~ and ~~events~~incurring ~~and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis~~offering ~~for~~ costs ~~making judgments about the carrying values~~ of ~~assets~~approximately ~~and liabilities that are not readily apparent from other sources~~$11,000. ~~Actual results may differ from these estimates under different assumptions or conditions. We have identified the following as our critical accounting policies:~~

18Each whole Private Placement Warrant is exercisable for one whole ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If we do not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

~~Investments~~Related Party ~~Held in the Trust Account~~Loans

~~Our~~On June ~~portfolio~~10, of2020, ~~investments~~our ~~held~~Sponsor inagreed ~~the Trust~~to ~~Account~~loan isus ~~comprised~~up ofto ~~U.S. government securities~~$200,000 ~~within~~to ~~the~~be ~~meaning~~used ~~set~~for ~~forth in Section 2(a)(16) of~~ the ~~Investment~~payment ~~Company Act, with a maturity~~ of ~~185~~costs ~~days~~related orto ~~less,~~the orInitial ~~investments~~Public inOffering pursuant ~~money~~to ~~market~~the ~~funds~~Note. ~~that~~The ~~invest~~Note inwas ~~U.S.~~non-interest ~~government securities~~bearing, orunsecured ~~a combination~~and ~~thereof.~~due ~~The~~upon ~~investments~~the ~~held~~date in the ~~Trust~~Company ~~Account~~consummated ~~are~~the ~~classified~~Initial asPublic ~~trading securities~~Offering. The ~~Trading~~Company ~~securities~~repaid ~~are presented on~~ the balance ~~sheets at fair value at the end~~ of ~~each reporting period. Gains and losses resulting from~~ the ~~change~~Note ~~in fair value~~ of ~~these~~approximately ~~securities~~$191,000 ~~is included~~ in ~~net~~full ~~gain~~ on ~~investments~~August ~~held~~12, ~~in Trust Account in the accompanying unaudited condensed statement of operations~~2020. ~~The estimated fair values of investments held in the Trust Account are determined using available market information.~~

~~Ordinary~~In addition, ~~Shares~~in ~~Subject~~order to ~~Possible~~finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, ~~Redemption~~ or certain of our officers and directors may, but are not obligated to, loan us funds pursuant to the Working Capital Loans. If we complete a Business Combination, we would repay the Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2021 and December 31, 2020, there were no amounts outstanding under the Working Capital Loans.

~~We account for our ordinary shares subject~~Administrative ~~to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.”~~ ~~Ordinary~~Services shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as stockholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2020, 23,730,387 ordinary shares subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the accompanying unaudited condensed balance sheets.Agreement

~~Net~~Commencing on ~~Loss~~the ~~Per~~date ~~Ordinary~~of ~~Share~~the final prospectus for the Initial Public Offering, we agreed to pay an affiliate of our Sponsor a total of up to $10,000 per month for office space, administrative and support services. For the three months ended March 31, 2021, we did not incur any expense for these services. Upon completion of the Initial Business Combination or our liquidation, we will cease paying these monthly fees.

~~We comply with accounting and disclosure requirements~~Forward ~~of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average~~ ~~number~~Purchase of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by our Sponsor. Weighted average shares were reduced for the effect of an aggregate of 937,500 ordinary shares that are subject to forfeiture if the option to purchase additional Units is not exercised by the underwriters. On September 17, 2020, the underwriters notified us that the over-allotment was not exercised, and as a result, 937,500 ordinary shares were forfeited and cancelled, effective as of September 19, 2020. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 19,250,000 ordinary shares in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method.. As a result, diluted loss per share is the same as basic loss per share for the period presented.Agreement

~~Share~~On August 5, 2020, we entered into a forward purchase agreement (the “Forward Purchase Agreement”) with our Sponsor, which provides for the purchase of $20,000,000 of units, with each unit consisting of one ordinary share (the “Forward Purchase Shares”) and one half of one warrant (the “Forward Purchase Warrants”), for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of the initial Business Combination. The purchase under the Forward Purchase Agreement is required to be made regardless of whether any ordinary shares are redeemed by the Public Shareholders. The Forward Purchase Shares and Forward Purchase Warrants will be issued only in connection with the closing of the initial Business Combination. The proceeds from the sale of Forward Purchase Shares and Forward Purchase Warrants may be used as part of the consideration to the sellers in the initial Business Combination, expenses in connection with the initial Business Combination or for working capital in the post-~~based~~transaction ~~Compensation~~company.

~~We comply with the accounting and disclosure~~Amended ~~requirement of ASC Topic 718, “Compensation – Stock Compensation.” We record share-based compensation to employees~~ and ~~non-employees~~Restated ~~over~~Forward ~~the~~Purchase requisite service period based on the estimated grant-date fair value of the awards. Share-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. We recognize the expense for share-based compensation awards subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable. Management evaluates when the achievement of a performance-based milestone is probable based on the expected satisfaction of the performance conditions at each reporting date. Share-based compensation will be recognized in general and administrative expense in the condensed statements of operations. In August 2020, the Company has issued option awards that contain both a performance condition and service condition. The option awards vest upon the consummation of the initial Business Combination and will expire in five years after the date on which they first become exercisable. We have determined that the consummation of an initial Business Combination is a performance condition subject to significant uncertainty. As such, the achievement of the performance is not deemed to be probable of achievement until the consummation of the event, and therefore no compensation has been recognized as of September 30, 2020.Agreement

~~Recent~~On January ~~Accounting~~31, ~~Pronouncements~~2021, we, Pubco and our sponsor entered into the A&R Forward Purchase Agreement. The A&R Forward Purchase Agreement amends the forward purchase agreement by, among other things, increasing the sponsor’s purchase commitment thereunder from $20 million to $50 million and replacing the sponsor’s commitment to acquire our public units with a commitment to acquire Pubco ordinary shares and Pubco public warrants in a private placement to occur after, and subject to, the Merger closing and prior to the Share Acquisition closing.

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on our unaudited condensed financial statements.22

~~Off-Balance Sheet Arrangements~~Commitments and Contingencies

~~As of September 30, 2020, we did not have~~Registration ~~any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K. No unaudited quarterly operating data is~~ ~~included~~Rights ~~in this quarterly report 10-Q, as we have conducted no operations to date.~~ Agreement

19The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement, requiring us to register such securities for resale. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.

~~JOBS~~In connection ~~Act~~with the proposed transactions, Pubco, our sponsor and three of Holders will enter into the New Registration Rights Agreement, pursuant to which, among other things, subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Holders may demand at any time or from time to time, that Pubco file a registration statement with the SEC to register the securities of Pubco held by such Holders. The New Registration Rights Agreement will also provide the Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions.

~~On April 5, 2012, the JOBS Act was signed~~Underwriting ~~into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public~~ companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.Agreement

~~Additionally,~~We granted wethe ~~are~~underwriters ina ~~the~~45-day ~~process~~option ~~of evaluating~~from the ~~benefits~~date of ~~relying on~~ the ~~other~~prospectus ~~reduced~~for ~~reporting requirements provided by~~ the ~~JOBS~~Initial ~~Act.~~Public ~~Subject~~Offering to ~~certain~~purchase ~~conditions set~~up ~~forth in the JOBS Act, if, as an “emerging growth company”, we choose~~ to ~~rely on such exemptions we may not be required to~~3, ~~among other things~~750, ~~(i) provide an auditor’s attestation report on our system of internal controls over financial~~000 ~~reporting~~ additional ~~pursuant~~Units toat ~~Section 404 of~~ the ~~Sarbanes-Oxley~~Initial ~~Act,~~Public ~~(ii)~~Offering ~~provide~~price ~~all~~less of the ~~compensation~~underwriting ~~disclosure~~discounts ~~that~~and ~~may~~commissions. beOn ~~required of~~September ~~non-emerging~~17, ~~growth~~2020, ~~public companies under~~ the ~~Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with~~underwriters ~~any~~ notified ~~requirement~~us that ~~may be adopted by~~ the ~~PCAOB~~over-allotment ~~regarding~~option ~~mandatory~~was ~~audit~~not ~~firm~~exercised; ~~rotation~~as or a ~~supplement~~result, to937,500 ~~the~~Founder ~~auditor’s report~~Shares ~~providing~~were ~~additional information about the audit and the financial statements (auditor discussion and analysis)~~forfeited, ~~and~~effective ~~(iv) disclose certain executive compensation related items such~~ as ~~the correlation between executive compensation and performance and comparisons~~ of ~~the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five~~September ~~years following the completion of our initial public offering or until we are no longer an “emerging growth company,”~~ ~~whichever~~19, ~~is earlier~~2020.

~~Item~~The underwriters 3were entitled to an underwriting commission of $0.20 ~~Quantitative~~per ~~and~~unit, ~~Qualitative~~or ~~Disclosures~~$5.0 ~~About~~million ~~Market~~in ~~Risk~~the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred underwriting commission of $0.35 per unit, or approximately $8.8 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

~~We are a smaller~~Critical ~~reporting~~ Accounting ~~company~~Policies ~~as defined by Rule 12b-2 of the Exchange Act~~ and ~~are not required to provide the information otherwise required under this item.~~Estimates

~~Item~~This management’s 4discussion and analysis of our financial condition and results of operations is based on our unaudited condensed financial statements, which have been prepared in accordance with U.S. ~~Controls~~GAAP. The preparation of these unaudited condensed financial statements requires us to make estimates and ~~Procedures~~judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the following as our critical accounting policies:

~~Evaluation~~Investments Held ofin ~~Disclosure~~the ~~Controls and~~Trust ~~Procedures~~Account

~~Under~~Our portfolio of investments held in the ~~supervision~~Trust ~~and~~Account ~~with~~is comprised of U.S. government securities, within the ~~participation~~meaning set forth in Section 2(a)(16) of ~~our~~the ~~management,~~Investment ~~including~~Company ~~our~~Act, ~~principal~~with ~~executive~~a ~~officer~~maturity ~~and~~of ~~principal~~185 ~~financial~~days ~~officer~~or less, weor ~~conducted~~investments anin ~~evaluation~~money market funds that invest in U.S. government securities, or a combination thereof. The investments held in the Trust Account are classified as oftrading securities. Trading ~~the~~ securities ~~end~~are ofpresented on the ~~fiscal~~balance ~~quarter~~sheets ~~ended~~at ~~September~~fair ~~30,~~value ~~2020,~~at of the ~~effectiveness~~end of ~~our~~each ~~disclosure~~reporting ~~controls~~period. Gains and ~~procedures,~~losses asresulting ~~such~~from the ~~term~~ change ~~is defined~~ in ~~Rules~~fair ~~13a-15(e)~~value ~~and~~of ~~15d-15(e)~~these ~~under~~securities ~~the~~is ~~Exchange~~included ~~Act.~~in ~~Based~~net gain on ~~this~~investments ~~evaluation,~~held ~~our~~in ~~principal~~Trust ~~executive~~Account ~~officer~~in the accompanying unaudited condensed ~~and~~ statement ~~principal~~of ~~financial~~operations. ~~officer~~The ~~has~~estimated ~~concluded~~fair ~~that~~values ~~during~~of ~~the~~investments ~~period~~held ~~covered~~in bythe ~~this~~Trust ~~report,~~Account ~~our~~are ~~disclosure~~determined ~~controls~~using ~~and~~available ~~procedures were~~market ~~effective~~information.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.23

~~Changes~~Ordinary Shares inSubject ~~Internal~~to ~~Control~~Possible ~~over Financial Reporting~~Redemption

~~There~~We ~~was~~account nofor ~~change~~our ordinary shares subject to possible redemption in ~~our~~accordance ~~internal~~with ~~control~~the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares ~~over~~subject ~~financial~~to ~~reporting~~mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that ~~occurred~~feature ~~during~~redemption rights that are either within the ~~fiscal~~control ~~quarter~~of ~~ended~~the ~~September~~holder ~~30,~~or ~~2020~~subject to ~~covered~~redemption byupon ~~this~~the ~~Quarterly~~occurrence ~~Report~~of onuncertain events not solely within our control) are classified as temporary equity. At all other ~~Form~~times, ~~10-Q~~ordinary shares are classified as stockholders’ equity. Our ordinary shares feature certain redemption rights that ~~has~~are ~~materially~~considered to ~~affected~~be outside of our control and subject to the occurrence of uncertain future events. Accordingly, orat isMarch ~~reasonably~~31, ~~likely~~2021 and December 31, 2020, 22,906,930 and 22,925,656 ordinary shares subject to ~~materially~~possible ~~affect~~redemption are presented as temporary equity, ~~our~~respectively, ~~internal~~outside of ~~control~~the ~~over~~stockholders’ ~~financial~~equity ~~reporting~~section of the accompanying unaudited condensed balance sheets.

20Net Income (Loss) per Ordinary Share

~~PART~~We comply ~~II—OTHER~~with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is ~~INFORMATION~~ computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 937,500 ordinary shares that were subject to forfeiture if the option to purchase additional Units is not exercised by the underwriters. On September 17, 2020, the underwriters notified us that the over-allotment was not exercised, and as a result, 937,500 ordinary shares were forfeited and cancelled, effective as of September 19, 2020. We have not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 19,250,000 shares of ordinary shares in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted loss per share is the same as basic loss per share for the period presented.

~~Item~~Our 1statement of operations includes a presentation of income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method of income (loss) per share. ~~Legal~~Net ~~Proceedings~~income per ordinary share, basic and diluted for redeemable ordinary shares for three months March 31, 2021 is calculated by dividing the interest income earned on investments held in the trust account of approximately $17,000 by the weighted average number of redeemable ordinary shares outstanding for the period. Net loss per ordinary share, basic and diluted for non-redeemable ordinary shares for three months ended March 31, 2021 is calculated by dividing the net loss of approximately $187,000, less income attributable to redeemable ordinary shares, by the weighted average number of non-redeemable ordinary shares outstanding for the period.

~~None.~~Share-based Compensation

~~Item~~We comply 1Awith the accounting and disclosure requirement of ASC Topic 718, “Compensation – Stock Compensation.” ~~Risk~~We ~~Factors~~record share-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards. Share-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. We recognize the expense for share-based compensation awards subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable. Management evaluates when the achievement of a performance-based milestone is probable based on the expected satisfaction of the performance conditions at each reporting date. Share-based compensation will be recognized in general and administrative expense in the condensed statements of operations. In August 2020, the Company has issued option awards that contain both a performance condition and service condition. The option awards vest upon the consummation of the initial Business Combination and will expire in five years after the date on which they first become exercisable. We have determined that the consummation of an initial Business Combination is a performance condition subject to significant uncertainty. As such, the achievement of the performance is not deemed to be probable of achievement until the consummation of the event, and therefore no compensation has been recognized for the three months ended March 31, 2021.

~~Factors that could cause our actual results~~Derivative ~~to differ materially from those in this Quarterly Report are any of the risks described in our final prospectus for our Initial~~ ~~Public~~Warrant Offering filed with the SEC on August 7, 2020. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our final prospectus for our Initial Public Offering filed with the SEC on August 7, 2020, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC. Liabilities

~~Item~~We do 2not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. ~~Unregistered~~We ~~Sales~~evaluate all of ~~Equity~~our ~~Securities~~financial instruments, including issued stock purchase warrants and ~~Use~~forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-40. The classification of ~~Proceeds~~derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

~~Unregistered Sales of Equity Securities~~24

Simultaneously with the ~~consummation~~closing of the ~~Initial~~initial ~~Public~~public ~~Offering~~offering, we consummated a ~~private~~Private ~~placement~~Placement of 6,750,000 Private Placement Warrants, ~~to our Sponsor~~ at a price of $1.00 per Private Placement Warrant, ~~generating~~to ~~total~~our ~~proceeds~~sponsor, ofwhich ~~$6,750,000~~are recognized as derivative warrant liabilities in accordance with ASC 815-40. ~~Such~~Accordingly, ~~securities~~we ~~were~~recognize ~~issued~~the ~~pursuant~~private toplacement warrants as liabilities at fair value and adjust the ~~exemption~~instruments to fair value ~~from~~ at ~~registration~~each ~~contained~~reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair ~~Section~~value ~~4(a)(2)~~is recognized in our statement of ~~the~~operations. ~~Securities~~The ~~Act~~fair value of our Private Placement Warrants is measured using Black-Scholes Option Pricing model at each balance sheet date.

~~The Private Placement Warrants are identical~~Recent ~~to the Public Warrants underlying the Units sold in the Initial Public Offering, except that if held by the Sponsor or its permitted~~ ~~transferees,~~Adopted ~~they~~Accounting (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.Standards

~~Use~~In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current generally accepted accounting principles. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. We adopted ASU 2020-06 on January 1, 2021. Adoption of ~~Proceeds~~the ASU did not impact our financial position, results of operations or cash flows.

~~On August 10, 2020, we consummated our~~Recent ~~Initial Public Offering of 25,000,000 Units, at an offering price of $10.00 per Unit, generating total gross proceeds of $250,000,000.~~ ~~Credit~~Issued ~~Suisse~~Accounting Securities (USA) LLC and BofA Securities, Inc. served as joint book-running managers. The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-239972). The SEC declared the registration statement effective on August 5, 2020.Standards

OfOur management ~~the~~does ~~gross~~not ~~proceeds~~believe ~~received~~that ~~from~~any ~~the Initial~~recently ~~Public~~issued, ~~Offering~~but ~~and~~not ~~the~~yet ~~Private~~effective, ~~Placement~~accounting pronouncements, ~~$250~~if currently adopted,~~000,000~~ ~~was~~would ~~placed~~have a inmaterial ~~the~~impact ~~Trust~~on ~~Account~~our unaudited condensed financial statements.

We paid a total of $5,000,000 in underwriting discounts and approximately $532,000 for other offering costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer $8,750,000 in underwriting discounts and commissions.Off-Balance Sheet Arrangements

~~For~~As of aMarch ~~description~~31, of2021, ~~the~~we ~~use~~did ofnot ~~the~~have ~~proceeds generated~~any off-balance sheet arrangements as defined in ~~our~~Item ~~Initial~~303(a)(4)(ii) ~~Public~~of ~~Offering,~~Regulation ~~see~~S-K. ~~Part~~No I,unaudited quarterly ~~Item~~operating 2data ofis included in this ~~Form~~quarterly report 10-Q, as we have conducted no operations to date.

~~Item 3. Defaults Upon Senior Securities~~JOBS Act

~~None~~The Jumpstart Our Business Startups Act of 2012, or JOBS Act, contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the unaudited condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

21Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.

Item 4 3. Quantitative ~~Mine~~and ~~Safety~~Qualitative Disclosures About Market Risk

~~Not~~We are ~~applicable~~a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

~~Item 5. Other Information~~25

~~None~~Item 4. Controls and Procedures

~~Item~~Evaluation of 6.Disclosure ~~Exhibits~~Controls and Procedures

Exhibit Number		Description
3.1		Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Company’s Registration Statement on Form S-1, filed with the SEC on July 31, 2020).
4.1		Warrant Agreement, dated August 5, 2020, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 11, 2020).
10.1		Investment Management Trust Agreement, dated August 5, 2020, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 11, 2020).
10.2		Private Placement Warrants Purchase Agreement, dated August 5, 2020, between the Company and Kismet Sponsor Limited (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on August 11, 2020).
10.3		Registration Rights Agreement, dated August 5, 2020, between the Company and Kismet Sponsor Limited (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on August 11, 2020).
10.4		Forward Purchase Agreement, dated August 5, 2020, between the Company and Kismet Sponsor Limited (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on August 11, 2020).
10.5		Administrative Services Agreement, dated August 5, 2020, between the Company and Kismet Capital Group LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on August 11, 2020).
10.6		Letter Agreement, dated August 5, 2020, between the Company and Kismet Sponsor Limited (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the SEC on August 11, 2020).
10.7		Form of Letter Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed with the SEC on August 11, 2020).
10.8		Form of Indemnity Agreement (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed with the SEC on August 11, 2020).
31.1		Certification of Chairman and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chairman and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon their evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of March 31, 2021, due solely to the material weakness in our internal control over financial reporting described below in “Changes in Internal Controls over Financial Reporting.” In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

*Disclosure controls ~~These~~and ~~certifications~~procedures are ~~furnished~~designed to ~~the~~ensure ~~SEC~~that ~~pursuant~~information required to ~~Section~~be ~~906~~disclosed ofby ~~the~~us ~~Sarbanes-Oxley~~in ~~Act~~our ofExchange ~~2002~~Act ~~and~~reports ~~are~~is ~~deemed~~recorded, processed, ~~not~~summarized, ~~filed~~and ~~for~~reported ~~purposes~~within ofthe ~~Section~~time 18periods ofspecified in the ~~Securities~~SEC’s ~~Exchange~~rules ~~Act~~and ~~of 1934~~forms, asand ~~amended,~~that ~~nor~~such ~~shall~~information ~~they~~is accumulated beand ~~deemed~~communicated ~~incorporated~~to byour ~~reference~~management, inincluding ~~any~~our ~~filing~~principal ~~under~~executive ~~the~~officer ~~Securities~~and ~~Act~~principal offinancial ~~1933,~~officer ~~except~~or aspersons performing ~~shall~~similar befunctions, ~~expressly~~as ~~set~~appropriate ~~forth~~to byallow ~~specific~~timely ~~reference~~decisions inregarding ~~such~~required ~~filing~~disclosure.

22Revision of Previously Issued Financial Statements

~~SIGNATURES~~On June 8, 2021, we revised our prior position on accounting for Private Placement Warrants and restated our financial statements for the fiscal year ended December 31, 2020 to reclassify the Company’s Private Placement Warrants as fully described in Amendment No. 1 to our Annual Report on Form 10-K filed with the SEC on June 8, 2021 (“Annual Report on Form 10-K/A”).

~~Pursuant to the requirements~~Changes ~~of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned~~ ~~thereunto~~in ~~duly~~Internal ~~authorized~~Control onover ~~this~~Financial ~~10th day of November, 2020.~~Reporting

~~KISMET~~There was ~~ACQUISITION~~no ~~ONE~~change ~~CORP~~in ~~By:~~our internal control over financial reporting that occurred during the three months ended March 31, 2021, covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, as the circumstances that led to the restatement of our financial statements had not yet been identified. Due solely to the events that led to the restatement, management has identified a material weakness in internal controls related to the accounting for Private Placement Warrants issued in connection with our Initial Public Offering, as described in Note 2 to the Notes to Financial Statements in our Annual Report on Form 10-K/s/A. ~~Ivan~~Management ~~Tavrin~~has ~~Name:~~implemented ~~Ivan~~remediation ~~Tavrin~~steps ~~Title:~~to ~~Chairman~~address the material weakness and ~~Chief~~to ~~Executive~~improve ~~Officer~~our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

2326

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

There are no material changes to the risk factors in our Annual Report on Form 10-K/A as filed with the SEC on June 8, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

Simultaneously with the consummation of the Initial Public Offering, we consummated a private placement of 6,750,000 Private Placement Warrants to our Sponsor at a price of $1.00 per Private Placement Warrant, generating total proceeds of approximately $6.8 million. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, 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.

Use of Proceeds

On August 10, 2020, we consummated our Initial Public Offering of 25,000,000 Units, at an offering price of $10.00 per Unit, generating total gross proceeds of $250.0 million. Credit Suisse Securities (USA) LLC and BofA Securities, Inc. served as joint book-running managers. The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-239972). The SEC declared the registration statement effective on August 5, 2020.

Of the gross proceeds received from the Initial Public Offering and the Private Placement, $250.0 million was placed in the Trust Account.

We paid a total of $5.0 million in underwriting discounts and approximately $532,000 for other offering costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer approximately $8.8 million in underwriting discounts and commissions.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number		Description
2.1		Business Combination Agreement, dated as of January 31, 2021, by and among Kismet Acquisition One Corp., Kismet Sponsor Limited, solely in its capacity as the Purchaser Representative, Nexters Inc., Nexters Global Ltd., Fantina Holdings Limited, solely in its capacity as the Company Shareholders Representative and the shareholders of the Company party thereto (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 1, 2021).
3.1		Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Company’s Registration Statement on Form S-1, filed with the SEC on July 31, 2020).
10.1		Amended and Restated Forward Purchase Agreement, dated January 31, 2021, among the Registrant, Kismet Sponsor Limited and Nexters Inc (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 1, 2021).
31.1		Certification of Chairman and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chairman and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

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 thereunto duly authorized on this 25^th day of June, 2021.

KISMET ACQUISITION ONE CORP

By:	/s/ Ivan Tavrin
	Name:	Ivan Tavrin
	Title:	Chairman and Chief Executive Officer

Filing Compare · Kismet Acquisition One Corp