Item 1.01 Entry into a Material Definitive Agreement.
As previously reported by Kismet Acquisition One
Corp (“Kismet”) on Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on
February 1, 2021 and July 19, 2021, Kismet is a party to a Business Combination Agreement, dated January 31, 2021 (as previously amended
and as may be further amended from time to time, the “Business Combination Agreement”), with Nexters Global Ltd. (the “Company”),
Nexters Inc. (“Pubco”), Kismet Sponsor Limited, solely in its capacity as the Purchaser Representative, Fantina Holdings Limited,
solely in its capacity as the Company Shareholders Representative, and the shareholders of the Company party thereto, pursuant to which,
among other things, (i) Kismet agreed to combine with the Company in a business combination whereby Kismet will merge with and into Pubco
(the “Merger”), and (ii) Pubco will acquire all shares of the Company, making the Company a direct wholly-owned subsidiary
of Pubco (the “Share Acquisition” and, collectively with the Merger and the other transactions contemplated by the Business
Combination Agreement, the “Transactions”).
Amendment No. 2 to Business Combination Agreement
On August 11, 2021, Kismet and certain of the other
relevant parties to the Business Combination Agreement entered into Amendment No. 2 to the Business Combination Agreement (the “Amendment”).
The Amendment provides that a certain portion of the Pubco ordinary shares issuable to Everix Investments Limited at the time of closing
of the Transactions (the “Everix Deferred Exchange Portion”) will be deferred to form a part of the aggregate amount of 20,000,000
Pubco ordinary shares to be allocated on a deferred basis (the “Deferred Exchange Shares”) upon the occurrence of certain
market triggers based on the volume weighted average share price of Pubco’s publicly traded shares. Accordingly, the Company’s
other shareholders will, at the time of closing of the Transactions, receive a greater pro rata portion of the Pubco ordinary shares,
in aggregate equivalent to the Everix Deferred Exchange Portion. The allocation of the Deferred Exchange Shares to be made among the Company’s
shareholders, including Everix Investments Limited, upon the fulfilment of the aforementioned market triggers will follow the same pro
rata allocation schedule as the allocation of Pubco ordinary shares to be made at the time of closing of the Transactions.
Accordingly, upon consummation of the Transactions,
the Company’s largest shareholders, Andrey Fadeev and Boris Gertsovskiy and Everix Investments Limited, will beneficially own an
aggregate of approximately 18.1%, 18.1% and 33.8%, respectively, of outstanding Pubco ordinary shares, assuming none of Kismet’s
existing public shareholders exercise their redemption rights.
The Amendment has no effect upon the Pubco securities to be allocated to Kismet’s securityholders in connection with the Merger.
The foregoing description of the Amendment is qualified
in its entirety by reference to the full text of the Amendment, a copy of which is included as Exhibit 2.1 to this Current Report on Form
8-K, and incorporated herein by reference.
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 has been 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, 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.
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 are set forth in the Proxy Statement/Prospectus for the Transactions. 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, are set forth in the Proxy Statement/Prospectus relating to the Transactions.
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.