Item 1.01 Entry into a Material Definitive Agreement.
As previously reported by
Amendment No. 2 to Business Combination Agreement
On
Accordingly, upon consummation of the Transactions, the Company's largest
shareholders,
The Amendment has no effect upon the
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is included as Exhibit 2.1 to this Current Report on Form 8-K, and incorporated herein by reference.
Additional Information and Where to Find It
In connection with the Transactions,
1 Participants in Solicitation
Kismet, the Company,
Non-Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the Transactions and shall not constitute an offer to sell or a solicitation of
an offer to buy the securities of Kismet,
Forward Looking Statements
This Current Report on Form 8-K (including certain of the exhibits hereto) includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements may include, without limitation, statements with respect to (i) the Company's bookings, performance, strategies, prospects and other aspects of the businesses of the Company or Kismet, or the combined company after completion of the Transactions, (ii) trends in the gaming industry, (iii) the Company's target cohorts and users and the expected arrangements with them, (iv) the Company's projected growth opportunities, including relative to its competitors and (v) other statements regarding Kismet's or the Company's expectations, hopes, beliefs, intentions or strategies regarding the future.
2
The forward-looking statements contained or incorporated by reference in this Current Report on Form 8-K are based on Kismet's and the Company's current expectations and beliefs concerning future developments and their potential effects on Kismet and the Company. There can be no assurance that future developments affecting Kismet and the Company will be those that Kismet and the Company have anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are beyond Kismet's and the Company's control) or other assumptions. Many factors could cause actual results or performance to be materially different from those expressed or implied by the forward-looking statements in this presentation, including (i) that the Transactions may not be completed in a timely manner or at all, which may adversely affect the price of Kismet's securities, (ii) the risk that the Transactions may not be completed by Kismet's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Kismet, (iii) the failure to satisfy the conditions to the consummation of the Transactions, including the approval of the Business Combination Agreement by the shareholders of Kismet and the satisfaction of the minimum trust account amount following any redemptions by Kismet's public shareholders, (iv) the lack of a third-party valuation in determining whether or not to pursue the Transactions, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement, (vi) the effect of the announcement or pendency of the Transactions on the Company's business relationships, operating results, and business generally, (vii) risks that the Transactions disrupt current plans and operations of the Company, (viii) the outcome of any legal proceedings that may be instituted against the Company or against Kismet related to the Business Combination Agreement or the Transactions, (ix) the ability to maintain the listing of Kismet's securities on a national securities exchange, (x) changes in the competitive and regulated industries in which the Company operates, variations in operating performance across competitors, changes in laws and regulations affecting the Company's business and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the Transactions, and identify and realize additional opportunities, (xii) the potential inability of the Company to achieve its projected bookings growth and scale its platform, (xiii) the potential inability of the Company to maintain its diversified global revenue stream and cohort relationships, (xiv) the potential inability of the Company to become a consolidator in the gaming industry, (xv) the enforceability of the Company's intellectual property, (xvi) the risk of downturns and a changing regulatory landscape in the highly competitive industry in which the Company operates, (xvii) the inability to complete the private placement proposed to be consummated in connection with the Transactions, and (xviii) costs related to the Transactions and the failure to realize anticipated benefits of the Transactions or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions.
The foregoing list of factors is not exclusive. Additional information
concerning certain of these and other risk factors is contained in the
Registration Statement, including the Proxy Statement/Prospectus contained
therein. All subsequent written and oral forward-looking statements concerning
Kismet, the Company or
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Amendment No. 2 to Business Combination Agreement, dated as ofAugust 11, 2021 , by and amongKismet 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. 3
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