Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On November 10, 2022, Kismet Acquisition Three Corp. (the "Company") received a
Staff Delisting Determination (the "Staff Determination") from the Listing
Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") notifying
the Company that Nasdaq has initiated a process which could result in the
delisting of the Company's securities from Nasdaq as a result of the Company not
being in compliance with Nasdaq Listing Rule 5250(c)(1) (the "Listing Rule"),
which requires listed companies to timely file all required periodic financial
reports with the Securities and Exchange Commission (the "SEC").
As previously disclosed, on August 23, 2022, the Nasdaq Listing Qualifications
Department notified the Company that, because the Company had not timely filed
its Quarterly Report on Form 10-Q for the period ended June 30, 2022 (the
"Quarterly Report") with the SEC, the Company was not in compliance with Nasdaq
Listing Rule 5250(c)(1), which requires timely filing of all required periodic
financial reports. The Company was provided until October 24, 2022, to submit
its plan to file the Quarterly Report, however, the Company did not provide a
plan for Nasdaq's staff's consideration.
The Staff Determination will not immediately result in the suspension of trading
or delisting of the Company's securities. The Company may appeal the Staff
Determination before a Nasdaq Hearings Panel and seek a stay of any suspension
or delisting action pending the hearing process in accordance with the
procedures set forth in the Staff Determination Letter. A request for a hearing
before the Nasdaq Hearings Panel must be submitted no later than 4:00 pm Eastern
time on November 17, 2022. In that regard, unless the Company requests an appeal
of the Staff Determination, trading of the Company's units, ordinary shares and
warrants will be suspended at the opening of business on November 21, 2022, and
a Form 25-NSE will be filed with SEC, which will remove the Company's securities
from listing and registration on Nasdaq.
The Company has decided not to appeal the Staff Determination.
Item 7.01. Regulation FD Disclosure.
A press release, dated November 16, 2022, disclosing the Company's receipt of
the Staff Determination letter is attached hereto as Exhibit 99.1.
The information furnished in this Item 7.01 of this Current Report on Form 8-K
(including Exhibit 99.1 attached hereto) shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and
shall not be incorporated by reference into any filing of the Company under the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated November 16, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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