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:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
* 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 | Page 2 of 6 Pages |
| 1. | NAMES OF REPORTING PERSONS Kismet Sponsor Limited | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ☐ |
| 3. | SEC USE ONLY
| |
| 4. | 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. | 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) OO |
| CUSIP No. G52753103 | 13G | Page 3 of 6 Pages |
| 1. | NAMES OF REPORTING PERSONS Ivan Tavrin | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ☐ |
| 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). | Name of Issuer: |
Kismet Acquisition One Corp (the “Issuer”)
| ITEM 1(b). | Address of Issuer’s Principal Executive Offices: |
850 Library Avenue, Suite 204, Newark, Delaware 19715
| ITEM 2(a). | Name of Person Filing: |
This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
| (i) | Kismet Sponsor Limited |
| (ii) | Ivan Tavrin |
| 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.
| ITEM 2(c). | Citizenship: |
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). | Title of Class of Securities: |
Ordinary Shares
| ITEM 2(e). | CUSIP Number: |
G52753103
| 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) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | 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); |
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
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 |
| ITEM 4. | Ownership. |
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.
| ITEM 5. | 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.
| 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.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not Applicable.
| ITEM 10. | Certifications. |
Not Applicable.
| CUSIP No. G52753103 | 13G | Page 6 of 6 Pages |
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.
| 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. |
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.
| 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. |