Current Report Filing (8-k)
February 16 2023 - 3:16PM
Edgar (US Regulatory)
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2023-02-13
2023-02-13
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2023-02-13
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13
or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of
earliest event reported): February 13, 2023
Kismet Acquisition Two
Corp.
(Exact name of registrant as specified in its charter)
Cayman Islands |
|
001-40077 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. 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)
N/A
(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 Redeemable Warrant |
|
KAIIU |
|
The Nasdaq Stock Market LLC |
Class A Ordinary Shares, par value $0.001 per share |
|
KAII |
|
The Nasdaq Stock Market LLC |
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50, subject to adjustment |
|
KAIIW |
|
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 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On
February 13, 2023, Kismet Acquisition Two Corp., a Cayman Islands exempted company (the “Company”), received a deficiency
notice from the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, as a result of the resignation of Verdi Israelyan
from the board of directors of the Company (the “Board”) and the audit committee of the Board (“Audit Committee”)
on September 5, 2022, the Company is no longer in compliance with the continued listing requirements set forth in Nasdaq Listing Rule
5605 regarding the composition of the Audit Committee, because the Audit Committee is now comprised of only two members instead of the
required three members.
The
notice from Nasdaq further provided that, consistent with Nasdaq Listing Rules 5605(c)(4), Nasdaq will provide the Company with a cure
period in order to regain compliance with such rule as follows: (i) until the earlier to occur of the Company’s next annual
shareholders’ meeting or September 5, 2023; or (ii) if the next annual shareholders’ meeting is held before March 6,
2023, then the Company must evidence compliance no later than March 6, 2023.
The
Company expects to regain compliance with Nasdaq Listing Rule 5605 prior to the expiration of the cure period provided by Nasdaq.
SIGNATURE
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.
|
KISMET ACQUISITION TWO CORP. |
|
|
|
Date: February 16, 2023 |
By: |
/s/ Dimitri Elkin |
|
|
Name: Dimitri Elkin |
|
|
Title: Chief Executive Officer |
2
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