UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of of report (Date of earliest event reported): ~~November 22~~August 23, ~~2021~~2022

Kismet Acquisition Three Corp.
(Exact name of registrant as specified in its charter)

Cayman Islands	001-40078	N/A
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
of incorporation)		Identification No.)

850 Library Avenue, Suite 204 Newark, Delaware		19715
(Address of principal executive offices)		(Zip Code)

(302) 738-6680
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share and one-third of one Warrant	KIIIU	The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.001 per share	KIII	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	KIIIW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 43.~~02.~~01 ~~Non-Reliance on~~Notice ~~Previously~~of ~~Issued~~Delisting or ~~Financial~~Failure ~~Statements~~to orSatisfy a ~~Related~~Continued ~~Audit~~Listing ~~Report~~Rule or ~~Completed~~Standard; ~~Interim~~Transfer ~~Review~~of Listing.

~~In light~~On ofAugust ~~recent~~23, ~~comment letters issued by the U.S. Securities and Exchange Commission (the “SEC”)~~2022, ~~the management of~~ Kismet Acquisition Three Corp. (the “Company”) ~~has re-evaluated the~~received ~~Company’s~~a ~~application~~notice ~~of ASC 480-10-S99-3A to its accounting classification of its redeemable shares of Class A ordinary shares, par value $0.001 per share~~ (the “~~Public Shares~~Notice”), ~~issued~~from ~~as part of~~ the ~~units~~Listing ~~sold~~Qualifications inDepartment ~~the~~of ~~Company’s~~The ~~initial~~Nasdaq ~~public~~Stock Market ~~offering~~LLC (~~the~~ “~~IPO~~Nasdaq”) innotifying ~~February~~the ~~2021. The~~ Company ~~has determined~~ that, atbecause ~~the~~it ~~closing~~is ofdelinquent ~~its IPO, and~~ in ~~all~~filing of its ~~subsequent~~Quarterly ~~periodic~~Report ~~reports~~on ~~filed with the SEC, through and including the~~ Form 10-Q ~~for~~ for the ~~quarterly~~ period ended June 30, ~~2021,~~2022 it(the ~~had~~“Form ~~improperly valued its Class A ordinary shares subject to possible redemption. The Company had previously classified a portion of its Public Shares in permanent equity~~10-Q”), orit ~~total shareholders’~~was ~~equity to maintain shareholders’ equity greater than $5 million on the basis that the Company will~~ not ~~redeem its Public Shares~~ in ancompliance ~~amount~~with ~~that~~Nasdaq ~~would~~Listing ~~cause~~Rule ~~its~~5250(c)(1) ~~net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated memorandum and articles of association~~ (the “~~Charter~~Listing Rule”). ~~Previously,~~The ~~the~~Listing ~~Company~~Rule ~~did~~requires ~~not~~listed ~~consider~~companies ~~redeemable stock classified as temporary equity as part of net tangible assets. Following its re-evaluation, the Company revised this interpretation~~ to ~~include~~timely ~~temporary~~file ~~equity~~all inrequired ~~net~~periodic ~~tangible assets, regardless of the net tangible assets redemption limitation contained in the Charter. As a result, the Company has restated its previously filed~~ financial ~~statements~~reports ~~to present all Public Shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its IPO. In connection~~ with the ~~change~~Securities ~~in presentation~~and ofExchange the Class A ordinary shares subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the Class A ordinary shares and Class B ordinary sharesCommission.

~~As a~~The ~~result~~Notice ofstated that the ~~foregoing,~~Company onhas ~~November~~sixty ~~22,~~calendar days ~~2021,~~from the ~~audit~~date ~~committee~~ of the ~~Company’s~~Notice ~~board~~to ofsubmit ~~directors~~a ~~concluded,~~plan ~~after~~to ~~discussion~~ regain compliance with the ~~Company’s~~Listing ~~management~~Rule. ~~and~~If ~~WithumSmith+Brown,~~Nasdaq ~~PC,~~accepts the Company’s ~~independent registered public accounting firm~~plan, ~~that~~ ~~the~~it ~~Company’s~~has ~~previously~~the ~~issued~~discretion ~~(i)~~to ~~audited~~grant ~~balance sheet as of February 22, 2021, as previously restated in~~ the Company~~’s Quarterly~~ ~~Report~~an onextension ~~Form~~of ~~10-Q~~up ~~for~~to ~~the~~180 ~~quarterly~~calendar ~~period~~days ~~ended~~from ~~March 31, 2021, filed with SEC on June 25, 2021 (~~the ~~“Q1~~due ~~Form~~date ~~10-Q”), (ii)~~of ~~unaudited interim financial statements included in~~ the Q1 Form 10-Q ~~and~~ (~~iii)~~or ~~unaudited~~until ~~interim financial statements included in~~February ~~the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30~~20, ~~2021, filed with the SEC on August 13, 2021 (collectively, the “Affected Periods”~~2023), ~~should no longer be relied upon and should be restated~~ to ~~report~~regain ~~all Public Shares as temporary equity and to revise its earnings per share calculation as described above~~compliance. AsThe ~~such,~~Notice ~~the Company~~ has ~~restated~~no ~~its~~immediate ~~financial statements~~effect ~~for~~on the ~~Affected~~listing ~~Periods~~of in the Company’s ~~Quarterly~~securities ~~Report~~ on ~~Form 10-Q for the quarterly period ended September 30, 2021 (the “Q3 Form 10-Q”), which will be concurrently filed with the SEC~~Nasdaq.

~~The Company’s~~As ~~management~~previously ~~has~~disclosed ~~concluded that~~ in ~~light~~the Company’s Notification of ~~the~~Late ~~errors~~Filing ~~described~~on ~~above,~~Form a12b-25 ~~material~~filed ~~weakness~~on ~~exists~~August in16, 2022, the Company~~’s internal~~ ~~control~~was ~~over~~unable ~~financial~~to ~~reporting~~file ~~and~~the ~~that,~~Form ~~because~~10-Q ofby ~~this~~the ~~and~~required ~~the~~due date ~~additional~~of ~~material~~August ~~weakness~~15, ~~identified~~2022 inbecause the ~~first~~Company ~~and second~~needs ~~quarters~~additional oftime ~~2021,~~to complete the ~~Company’s~~financial ~~disclosure~~statements ~~controls~~to ~~and~~be ~~procedures~~included ~~were~~in ~~not~~the ~~effective~~Form ~~as of September 30, 2021~~10-Q. ~~The~~ The Company’s ~~remediation~~intends ~~plan~~to ~~with~~file ~~respect~~its toForm ~~such~~10-Q ~~material~~as ~~weaknesses~~soon isas ~~described~~practicable into ~~more~~cure ~~detail~~the deficiency outlined in the ~~Q3 Form 10-Q~~Notice.

~~The Company~~On ~~does~~September ~~not~~6, ~~expect~~2022, ~~any~~the ofCompany ~~the~~issued ~~above~~a ~~changes~~press release ~~will~~disclosing ~~have~~its ~~any~~receipt ~~impact~~of onthe ~~its~~Notice. ~~cash~~A ~~position~~copy ~~and~~of ~~cash~~the ~~held~~press inrelease ~~the~~is ~~trust~~attached ~~account~~as ~~established in~~Exhibit ~~connection~~99.1 ~~with~~and ~~the~~is ~~IPO~~incorporated herein by reference.

1Item 9.01. Financial Statements and Exhibits.

~~SIGNATURE~~(d) Exhibits.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit No.		Description
99.1		Press Release, dated September 6, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~KISMET acquisition THREE corp. By: /s/ Ivan Tavrin Name: Ivan Tavrin Title: Chairman and Chief Executive Officer~~1

~~Date: November 22, 2021~~SIGNATURE

2Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	KISMET acquisition THREE corp.

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

Date: September 6, 2022

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