Item 7.01. Regulation FD Disclosure.
Attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference is an updated form of presentation to be used by Kismet and the Company in presentations
for certain of Kismet’s shareholders and other persons in connection with the Transactions.
Attached as Exhibit 99.2 to this Current Report
on Form 8-K and incorporated herein by reference is a press release issued by the Company on July 19, 2021, regarding bookings growth
in the second quarter of 2021, the PIPE and certain other matters.
Such exhibits and the information set
forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any
filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Additional Information and Where to Find It
In connection with the Transactions, Pubco has
filed a Registration Statement on Form F-4 with the SEC that includes a proxy statement of Kismet that also constitutes a prospectus of
Pubco (the “Proxy Statement/Prospectus”). The definitive Proxy Statement/Prospectus will be mailed to Kismet’s shareholders.
Kismet, the Company and Pubco urge investors, shareholders and other interested persons to read the Registration Statement, including
the preliminary Proxy Statement/Prospectus, and amendments thereto, and the definitive Proxy Statement/Prospectus when it becomes available,
as well as other documents filed with the SEC, because these documents contain or will contain important information about Kismet, the
Company, Pubco and the Transactions. The definitive Proxy Statement/Prospectus will be mailed to Kismet’s shareholders as of a record
date to be established for voting on the Transactions. Kismet’s shareholders may obtain a copy of such documents, without charge,
by directing a request to: Kismet Acquisition One Corp., 850 Library Avenue, Suite 204, Newark, Delaware 19715. These documents can also
be obtained, without charge, at the SEC’s web site (http://www.sec.gov).
Participants in Solicitation
Kismet, the Company, Pubco and their respective
directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in
the solicitation of proxies of Kismet’s shareholders in connection with the Transactions. Investors and security holders may obtain
more detailed information regarding the names, affiliations and interests of Kismet’s directors and executive officers in the final
prospectus from Kismet’s initial public offering, which was filed with the SEC on August 7, 2020. Information regarding the persons
who may, under SEC rules, be deemed participants in the solicitation of proxies of Kismet’s shareholders in connection with the
Transactions will be set forth in the Proxy Statement/Prospectus for the Transactions when available. Information concerning the interests
of Kismet’s and the Company’s participants in the solicitation, which may, in some cases, be different than those of Kismet’s
and the Company’s equity holders generally, will be set forth in the Proxy Statement/Prospectus relating to the Transactions when
it becomes available.
Non-Solicitation
This Current Report on Form 8-K is not a proxy
statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall
not constitute an offer to sell or a solicitation of an offer to buy the securities of Kismet, Pubco or the Company, nor shall there be
any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act.
Forward Looking Statements
This Current Report on Form 8-K (including certain
of the exhibits hereto) includes certain statements that are not historical facts but are forward-looking statements for purposes of the
safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,”
“potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions
that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements are
subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking
statements may include, without limitation, statements with respect to (i) the Company’s bookings, performance, strategies, prospects
and other aspects of the businesses of the Company or Kismet, or the combined company after completion of the Transactions, (ii) trends
in the gaming industry, (iii) the Company’s target cohorts and users and the expected arrangements with them, (iv) the Company’s
projected growth opportunities, including relative to its competitors and (v) other statements regarding Kismet’s or the Company’s
expectations, hopes, beliefs, intentions or strategies regarding the future.
The forward-looking statements contained or incorporated
by reference in this Current Report on Form 8-K are based on Kismet’s and the Company’s current expectations and beliefs concerning
future developments and their potential effects on Kismet and the Company. There can be no assurance that future developments affecting
Kismet and the Company will be those that Kismet and the Company have anticipated. Forward-looking statements involve a number of risks,
uncertainties (some of which are beyond Kismet’s and the Company’s control) or other assumptions. Many factors could cause
actual results or performance to be materially different from those expressed or implied by the forward-looking statements in this presentation,
including (i) that the Transactions may not be completed in a timely manner or at all, which may adversely affect the price of Kismet’s
securities, (ii) the risk that the Transactions may not be completed by Kismet’s business combination deadline and the potential
failure to obtain an extension of the business combination deadline if sought by Kismet, (iii) the failure to satisfy the conditions to
the consummation of the Transactions, including the approval of the Business Combination Agreement by the shareholders of Kismet and the
satisfaction of the minimum trust account amount following any redemptions by Kismet’s public shareholders, (iv) the lack of a third-party
valuation in determining whether or not to pursue the Transactions, (v) the occurrence of any event, change or other circumstance that
could give rise to the termination of the Business Combination Agreement, (vi) the effect of the announcement or pendency of the Transactions
on the Company’s business relationships, operating results, and business generally, (vii) risks that the Transactions disrupt current
plans and operations of the Company, (viii) the outcome of any legal proceedings that may be instituted against the Company or against
Kismet related to the Business Combination Agreement or the Transactions, (ix) the ability to maintain the listing of Kismet’s securities
on a national securities exchange, (x) changes in the competitive and regulated industries in which the Company operates, variations in
operating performance across competitors, changes in laws and regulations affecting the Company’s business and changes in the combined
capital structure, (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the Transactions,
and identify and realize additional opportunities, (xii) the potential inability of the Company to achieve its projected bookings growth
and scale its platform, (xiii) the potential inability of the Company to maintain its diversified global revenue stream and cohort relationships,
(xiv) the potential inability of the Company to become a consolidator in the gaming industry, (xv) the enforceability of the Company’s
intellectual property, (xvi) the risk of downturns and a changing regulatory landscape in the highly competitive industry in which the
Company operates, (xvii) the inability to complete the private placement proposed to be consummated in connection with the Transactions,
and (xviii) costs related to the Transactions and the failure to realize anticipated benefits of the Transactions or to realize estimated
pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions.
The foregoing list of factors is not exclusive.
Additional information concerning certain of these and other risk factors is contained in the Registration Statement, including the Proxy
Statement/Prospectus contained therein. All subsequent written and oral forward-looking statements concerning Kismet, the Company or Pubco,
the transactions described herein or other matters and attributable to Kismet, the Company, Pubco or any person acting on their behalf
are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. Each of Kismet, the Company and Pubco expressly disclaims any obligations
or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in
their expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.