Stemming from SEC Guidance Concerning Accounting Treatment of Warrants, Kismet Acquisition Three Corp. Announces Receipt of N...
June 03 2021 - 3:52PM
Kismet Acquisition Three Corp. (the "Company") today announced that
on May 28, 2021 it received a deficiency letter from the Nasdaq
Capital Market (“Nasdaq”) relating to the Company’s failure to
timely file its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2021 (the “Form 10-Q”) as
required under Section 5250(c) of the Nasdaq Rules and
Regulations.
On April 12, 2021, the staff of the Securities and Exchange
Commission (“SEC”) issued “Staff Statement on Accounting and
Reporting Considerations for Warrants Issued by Special Purpose
Acquisition Companies (“SPACs”)” (the “Statement”), which clarified
guidance for all SPAC-related companies regarding the accounting
and reporting for their warrants. The immediacy of the effective
date of the new guidance set forth in the Statement has resulted in
a significant number
of SPACs re-evaluating the accounting treatment
for their warrants with their professional advisors, including
auditors and other advisors responsible for assisting SPACs in the
preparation of financial statements. This, in turn, has
resulted in the Company’s delay in preparing and finalizing its
financial statements as of and for the quarter ended March 31,
2021 and filing its Form 10-Q with the SEC by the
prescribed deadline.
Under Nasdaq Listing Rule 5810(c)(2)(F)(i), the Company
generally has until 60 calendar days from the date of the
deficiency letter to submit to Nasdaq a plan (the “Compliance
Plan”) to regain compliance with the Nasdaq Listing Rules. The
Company intends to file its Form 10-Q to cure the
deficiency prior to the deadline for submitting a Compliance
Plan.
The Company believes the change in SEC guidance does not affect
its strategy or financial performance. The Company is in compliance
with all other Nasdaq continued listing standards. The Company
expects to file the Form 10-Q as promptly as practicable
and does not foresee any risk of non-compliance with the
Nasdaq 60-day remediation timeframe.
About Kismet Acquisition Three Corp.
Kismet Acquisition Three Corp. is a special purpose acquisition
company led by Chairman and Chief Executive Officer, Ivan Tavrin,
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.
Cautionary Note Regarding Forward-Looking
Statements
Certain statements in this press release are “forward-looking
statements” within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, and are subject to the
safe harbor created thereby. In some cases, forward-looking
statements can be identified by terminology such as “may,” “will,”
“could,” “would,” “should,” “expect,” “plan,” “anticipate,”
“intend,” “believe,” “estimate,” “predict,” “potential,” “outlook,”
“guidance” or the negative of those terms or other comparable
terminology. These statements are based on the current beliefs and
expectations of the Company’s management and are subject to
significant risks and uncertainties. The above statements regarding
the impact of the Statement on the Company’s financial statements,
as well as the effect of the revision on any periodic SEC filings,
including the timing of filing the Form 10-Q, constitute
forward-looking statements that are based on the Company’s current
expectations. Because these forward-looking statements involve
risks and uncertainties, there are important factors that could
cause future events to differ materially from those in the
forward-looking statements, many of which are outside of the
Company’s control. These factors include, but are not limited to, a
variety of risk factors affecting the Company’s business and
prospects, see the section titled “Risk Factors” in the Company’s
Annual Report on Form 10-K filed with the SEC on March 31, 2021 and
subsequent reports filed with the SEC, as amended from time to
time. Any forward-looking statements are made only as of the date
hereof, and unless otherwise required by applicable securities
laws, 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.
Contact:
Kismet Acquisition Three Corp.+7 (499)
755-2134info@kismetcg.com
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