Stemming from SEC Guidance Concerning Accounting Treatment of Warrants, Kismet Acquisition Three Corp. Announces Receipt of Nasdaq Continued Listing Standard Notice
Kismet Acquisition Three Corp. received a deficiency letter from Nasdaq for not filing its Quarterly Report on Form 10-Q for the quarter ending March 31, 2021. This delay arose from new SEC guidance affecting SPACs' accounting for warrants. The Company plans to submit a Compliance Plan within 60 days and expects to file the 10-Q promptly. Kismet asserts that this change does not impact its strategy or performance, remaining compliant with all other Nasdaq standards.
- Company intends to file the Form 10-Q promptly to regain compliance with Nasdaq rules.
- Kismet believes the SEC guidance change does not affect its overall strategy or financial performance.
- The Company remains compliant with all other Nasdaq continued listing standards.
- Delay in filing the Form 10-Q could lead to regulatory scrutiny or investor concerns.
- The deficiency letter may impact investor confidence despite the Company's assurances.
Moscow, Russia, June 03, 2021 (GLOBE NEWSWIRE) -- 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) 755-2134
info@kismetcg.com
FAQ
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