Statement of Ownership (sc 13g)
17 2월 2021 - 6:37AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. )*
Kismet Acquisition
One Corp
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G52753103
(CUSIP Number)
December 31, 2020
(Date of
Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. G52753103
|
13G
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Page 2 of 6 Pages
|
1.
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NAMES OF REPORTING PERSONS
Kismet Sponsor Limited
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
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(a) ☐
(b) ☐
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
6,750,000
|
7.
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SOLE
DISPOSITIVE POWER
0
|
8.
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SHARED
DISPOSITIVE POWER
6,750,000
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,750,000
|
10.
|
CHECK IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.3%
|
12.
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. G52753103
|
13G
|
Page 3 of 6 Pages
|
1.
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NAMES OF REPORTING PERSONS
Ivan Tavrin
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a) ☐
(b) ☐
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Russia
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
6,750,000
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
6,750,000
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,750,000
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.3%
|
12.
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G52753103
|
13G
|
Page
4 of 6 Pages
|
|
ITEM 1(a).
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Name
of Issuer:
|
Kismet
Acquisition One Corp (the “Issuer”)
|
ITEM
1(b).
|
Address
of Issuer’s Principal Executive Offices:
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850
Library Avenue, Suite 204, Newark, Delaware 19715
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ITEM 2(a).
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Name
of Person Filing:
|
This statement is filed on behalf of each of the following persons
(collectively, the “Reporting Persons”):
|
(i)
|
Kismet Sponsor Limited
|
|
ITEM
2(b).
|
Address
of Principal Business Office or, if None, Residence:
|
The principal business address of each of the Reporting Persons
is 850 Library Avenue, Suite 204, Newark, Delaware 19715.
Kismet Sponsor Limited is a business company incorporated in
the British Virgin Islands with limited liability, and Ivan Tavrin is a citizen of Russia.
|
ITEM
2(d).
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Title
of Class of Securities:
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Ordinary
Shares
G52753103
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ITEM
3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
|
(a)
|
☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
|
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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|
|
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
|
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(d)
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☐
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
|
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(e)
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☐
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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|
|
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
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(g)
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☐
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
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(h)
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☐
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
|
|
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(j)
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☐
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
|
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(k)
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☐
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
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If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:________
Not
Applicable.
CUSIP No. G52753103
|
13G
|
Page 5 of 6 Pages
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The information required
by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person and is incorporated herein by reference
for each Reporting Person.
Kismet Sponsor Limited
(the “Sponsor”) holds 6,750,000 Ordinary Shares, representing approximately 21.3% of the outstanding Ordinary Shares.
The securities described
above are held directly by the Sponsor and indirectly by Ivan Tavrin as the sole owner of the Sponsor. Mr. Tavrin disclaims beneficial
ownership of such securities except to the extent of his pecuniary interest therein.
The aggregate percentage
of Ordinary Shares beneficially owned by each of the Reporting Persons is calculated based upon 31,750,000 Ordinary Shares outstanding
as of November 6, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on November 10, 2020.
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ITEM 5.
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Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐.
Not
Applicable.
|
ITEM 6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
Not
Applicable.
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ITEM 7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company or Control Person.
|
Not
Applicable.
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ITEM 8.
|
Identification
and Classification of Members of the Group.
|
Not
Applicable.
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ITEM 9.
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Notice
of Dissolution of Group.
|
Not
Applicable.
Not Applicable.
CUSIP No. G52753103
|
13G
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Page
6 of 6 Pages
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SIGNATURE
After reasonable inquiry
and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
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Date: February 16, 2021
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kismet sponsor limited
|
|
|
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By:
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/s/ Jason Simon
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|
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Name:
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Jason Simon
|
|
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Title:
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Attorney-in-Fact*
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|
|
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/s/ Jason Simon
|
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Jason Simon,
|
|
Attorney-in-Fact for Ivan Tavrin*
|
|
*
|
The Powers of Attorney given by each
of Kismet Sponsor Limited and Ivan Tavrin were previously filed as exhibits 24.1 to the Form 3s filed by Kismet Sponsor
Limited and Ivan Tavrin with the SEC on August 5, 2020, and are herein incorporated by reference.
|
Exhibit 1
JOINT FILING
AGREEMENT
PURSUANT TO
RULE 13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely
filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein,
but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that
he or it knows or has reason to believe that such information is inaccurate.
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Date: February 16, 2021
|
|
|
|
kismet sponsor limited
|
|
|
|
By:
|
/s/ Jason Simon
|
|
|
Name:
|
Jason Simon
|
|
|
Title:
|
Attorney-in-Fact*
|
|
|
|
/s/ Jason Simon
|
|
Jason Simon,
|
|
Attorney-in-Fact for Ivan Tavrin*
|
|
*
|
The Powers of Attorney given by each
of Kismet Sponsor Limited and Ivan Tavrin were previously filed as exhibits 24.1 to the Form 3s filed by Kismet Sponsor
Limited and Ivan Tavrin with the SEC on August 5, 2020, and are herein incorporated by reference.
|
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