Nexters Global Limited signed a letter of intent to acquire Kismet Acquisition One Corp (NasdaqCM:KSMT) in a reverse merger transaction on November 18, 2020. Nexters Global Limited entered into a definitive agreement to acquire Kismet Acquisition One Corp for $2.1 billion in a reverse merger transaction on January 31, 2021. The consideration is through a combination of stock and cash financing. Existing shareholders of Nexters will receive a cash payment of up to $150 million pro-rata to their pre-money shareholdings and will roll approximately 92% of their holdings into the combined company while agreeing to a 12 month lock-up (subject to certain exceptions) with an aggregate value of $2.0325 billion minus cash consideration. In addition, the founders and the management will receive 20 million Earn-Out shares over 3 years (with 50% of the Earn-Out released at $13.5 VWAP and 50% released at $17 VWAP), also subject to a 12-month lock-up. The issuance of 10 million exchange shares, in the aggregate, will be deferred and paid prior to the third anniversary of the share acquisition closing and 10 million will be paid 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 will be funded by approximately $250 million held in trust by Kismet Acquisition One Corp., subject to any redemptions, as well as the additional $50 million investment by the SPAC Sponsor, Kismet Capital Group, via an affiliate. As of July 19, 2021, additional investment of $50 million has been secured from Mubadala Investment Company and VPE Capital via PIPE (Private Investment in Public Equity) thus letting Nexters to meet the minimum cash condition required under the business combination agreement. It is anticipated that, upon completion of the Proposed Transactions, Kismet's existing shareholders, including the Sponsor, will own approximately 17.5% of the issued and outstanding Pubco ordinary shares, the PIPE Investors will own approximately 2.4% of the issued and outstanding Pubco ordinary shares, and the Company Shareholders will own approximately 80.1% of the issued and outstanding Pubco ordinary shares. Upon consummation of the Transactions, the Company's largest shareholders, Andrey Fadeev and Boris Gertsovskiy and Everix Investments Limited, will beneficially own an aggregate of approximately 18.1%, 18.1% and 33.8%, respectively, of outstanding Pubco ordinary shares, assuming none of Kismet's existing public shareholders exercise their redemption rights.

The business combination values Nexters at an enterprise value of $1.9 billion, representing 13.8x projected 2021 and 11.6x projected 2022 Management EBITDA. Following the closing of the transaction, Nexters' Co-Founder and Chief Executive Officer Andrey Fadeev and Co-Founder and Head of R&D Boris Gertsovsky will continue to lead the Company, supported by a seasoned management team. Completion of the proposed transaction is subject to customary closing conditions, including approval of the stockholders of Kismet Acquisition One Corp. and Nexters, receipt of certain regulatory approvals, minimum cash balance at closing, termination or expiration of all required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Kismet having at least $5 million of net tangible assets, Registration Statement having been declared effective by the SEC and remaining effective and listing of shares should be approved on Nasdaq. The Boards of Directors of Kismet Acquisition One Corp. and Nexters have unanimously approved the transaction. The transaction was approved by the shareholders of Nexters Global on January 30, 2021. As of June 15, 2021, all required waiting periods, if any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder has been terminated or expired. Kismet Acquisition shareholders will hold a meeting on August 18, 2021 to approve the transaction. The transaction was approved by the shareholders of Kismet Acquisition One Corp on August 18, 2021. The Transaction is expected to close in the second quarter of 2021. As of July 19, 2021, the transaction is expected to close by the end of third quarter 2021. As of August 19, 2021, the transaction is expected to close on or about August 26, 2021.

Credit Suisse, BofA Securities and LionTree Advisors served as financial and capital markets advisors to Kismet Acquisition One Corp. Pranav Trivedi, Denis Klimentchenko, Eve-Christie Vermynck, James Anderson and Maria Protopapa of Skadden, Arps, Slate, Meagher & Flom (UK) LLP, Dmitri Kovalenko and Inara Blagopoluchnaya of Skadden, Arps, Slate, Meagher & Flom LLP and Victor Hollender, Ken Kumayam and Gregg Noel of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Kismet Acquisition One Corp. David Stewart, Ryan Maierson, Yoseph Choi, Olga Ponomarenko, Paul Dudek, Jiyeon Lee-Lim, Deborah Kirk, Les Carnegie and Charles Claypoole of Latham & Watkins (London) LLP acted as legal advisors to Nexters Global Ltd. Morrow Sodali LLC acted as the information agent to Kismet Acquisition. Kismet has agreed to pay Morrow Sodali LLC a fee of $27,500. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Kismet Acquisition.

Nexters Global Limited completed the acquisition of Kismet Acquisition One Corp (NasdaqCM:KSMT) in a reverse merger transaction on August 26, 2021. Upon completion of the Transaction, each outstanding warrant to purchase Kismet's ordinary shares was converted into a warrant to acquire one ordinary share of the Kismet, at a price of $11.5 per share. A total of 20,250,000 Kismet warrants were converted into 20,250,000 warrants of the Kismet, 13,500,000 of which are public and 6,750,000 of which are private. The combined company will operate as Nexters Inc. and its ordinary shares and warrants will begin trading on the Nasdaq Global Market under the new ticker symbols “GDEV” and “GDEVW,” respectively.