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KAII Kismet Acquisition Two

Filed: 16 Feb 21, 6:10am

As filed with the Securities and Exchange Commission on February 16, 2021.

Registration No. 333-252419

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

 

KISMET ACQUISITION TWO CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands 6770 N/A
(State or other jurisdiction of
incorporation or organization)
 (Primary Standard Industrial
Classification Code Number)
 (I.R.S. Employer
Identification Number)

 

 

 

850 Library Avenue, Suite 204
Newark, Delaware 19715
(302) 738-6680

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

Donald J. Puglisi
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

 

Alan I. Annex, Esq.
Jason T. Simon, Esq.
Greenberg Traurig, LLP
1750 Tysons Boulevard
Suite 1000
McLean, VA 22102
(703) 749-1300
 

Gregg A. Noel, Esq.
P. Michelle Gasaway, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue

Suite 3400

Los Angeles, CA 90071

(213) 687-5000

 

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐ 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.: 

Large accelerated filer ☐Accelerated filer ☐Non-accelerated filer ☒Smaller reporting company ☒
   Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 2 (the “Amendment”) to the Registration Statement on Form S-1 (File No. 333-252419) (the “Form S-1”) of Kismet Acquisition Two Corp. is being filed solely for the purpose of refiling Exhibit 4.4 to the Form S-1. Accordingly, the Amendment consists solely of the facing page, this explanatory note, Part II of the Form S-1 and the signatures, and is not intended to amend or delete any part of the Form S-1 except as specifically noted herein.

 

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Item 13.    Other Expenses of Issuance and Distribution.

 

The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:

 

SEC expenses $25,093 
FINRA expenses  35,000 
Accounting fees and expenses  40,000 
Printing and engraving expenses  40,000 
Road show expenses  25,000 
Directors & Officers liability insurance premiums(1)  400,000 
Legal fees and expenses  200,000 
Nasdaq listing and filing fees  75,000 
Miscellaneous  159,907 
Total $1,000,000 

 

(1)This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes an initial business combination.

 

Item 14.    Indemnification of Directors and Officers.

 

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.

 

We will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association also will permit us to purchase and maintain insurance on behalf of any officer or director who at the request of the company is or was serving as a director or officer of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the company has or would have had the power to indemnify the person against the liability as provided in the amended and restated memorandum and articles of association. We will seek to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

 

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

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Item 15.    Recent Sales of Unregistered Securities.

 

On September 21, 2020, we issued an aggregate of 4,812,500 of founder shares to Kismet Sponsor Limited, our sponsor, for a capital contribution of $25,000, or approximately $0.005 per share. Such shares are fully paid, and the cash amount of the subscription price was received on September 23, 2020. On January 25, 2021, we effected the Dividend, resulting in our sponsor holding an aggregate of 6,250,000 founder shares (up to 750,000 of which are subject to forfeiture depending on the extent to which the underwriters exercise their option to purchase additional units). The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except as described herein. However, the holders have agreed (A) to vote any shares owned by them in favor of any proposed business combination and (B) not to redeem any shares in connection with a shareholder vote or tender offer to approve or in connection with a proposed initial business combination. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

 

Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D under the Securities Act. The sole business of our sponsor is to act as the company’s sponsor in connection with this offering.

 

Our sponsor has committed to purchase from us an aggregate of 4,000,000 warrants (or 4,400,000 warrants if the underwriters’ option to purchase additional units is exercised in full), or private placement warrants, at a price of $1.50 per warrant (approximately $6,000,000 in the aggregate, or $6,600,000 if the option to purchase additional units is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Each private placement warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. These issuances will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

 

In connection with the consummation of this offering, we will enter into a forward purchase agreement with our sponsor (either directly or through an affiliate), which provides for the purchase of $20,000,000 of units, which at the option of the sponsor can be increased to up to $50,000,000, with each unit consisting of one Class A ordinary share and one-third of one warrant to purchase one Class A ordinary share at $11.50 per share, for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of our initial business combination. These issuances will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D.

 

No underwriting discounts or commissions were paid with respect to such sales.

 

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Item 16.    Exhibits and Financial Statement Schedules.

 

(a)     The following exhibits are filed as part of this registration statement:

 

Exhibit No. Description
1.1 Form of Underwriting Agreement.**
3.1 Memorandum and Articles of Association.**
3.2 Form of Amended and Restated Memorandum and Articles of Association.**
4.1 Specimen Class A Ordinary Share Certificate.**
4.2 Specimen Warrant Certificate.**
4.3 Specimen Unit Certificate.**
4.4 Form of Warrant Agreement.*
5.1 Opinion of Ogier.**
5.2 Opinion of Greenberg Traurig, LLP.**
10.1 Amended and Restated Promissory Note, dated January 22, 2021, issued to the Sponsor.**
10.2 Form of Letter Agreement between the Registrant and the Sponsor.**
10.3 Form of Letter Agreement between the Registrant and each director, director nominee and executive officer of the Registrant.**
10.4 Form of Investment Management Trust Agreement.**
10.5 Form of Registration Rights Agreement.**
10.6 Form of Private Placement Warrants Purchase Agreement.**
10.7 Form of Indemnity Agreement.**
10.8 Form of Administrative Services Agreement between the Registrant and Kismet Capital Group LLC.**
10.9 Form of Forward Purchase Agreement.**
14 Form of Code of Ethics.**
23.1 Consent of WithumSmith+Brown, PC.**
23.2 Consent of Ogier (included in Exhibit 5.1).**
23.3 Consent of Greenberg Traurig, LLP (included in Exhibit 5.2).**
99.1 Consent of Verdi Israelyan.**
99.2 Consent of Clifford Tompsett.**
99.3 Consent of Leonid Zilber.**
99.4 Form of Audit Committee Charter.**
99.5 Form of Compensation Committee Charter.**

 

*Filed herewith.
**Previously filed.

 

(b)Financial Statements. See page F-1 for an index to the financial statements and schedules included in the registration statement.

 

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Item 17.    Undertakings.

 

(a)The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

 

(b)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

(c)The undersigned registrant hereby undertakes that:

 

(1)For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

(2)For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Moscow, Russia, on the 16th day of February, 2021.

 

 Kismet Acquisition Two Corp.
  
 By:/s/ Ivan Tavrin
 Name: Ivan Tavrin
 Title:Chairman and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Name Position Date
     
/s/ Ivan Tavrin Chairman and Chief Executive Officer February 16, 2021
Ivan Tavrin (Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
  

 

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AUTHORIZED REPRESENTATIVE

 

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Kismet Acquisition Two Corp., in the City of Newark, Delaware, USA, on the 16th day of February, 2021.

 

 By:/s/ Donald J. Puglisi
 Name: Donald J. Puglisi
 Title:Authorized Representative

 

 

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