Form SC 13G/A Kismet Acquisition One Filed by: INTEGRATED CORE STRATEGIES (US) LLC
SCHEDULE 13G UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
KISMET ACQUISITION ONE CORP (Name of Issuer)
ORDINARY SHARES, NO PAR VALUE (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:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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. G52753103SCHEDULE 13G
Page 2of 15
1 NAMES OF REPORTING PERSONS
Integrated Core Strategies (US) LLC2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) o(b) þ3 SEC USE ONLY4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON WITH5 SOLE VOTING POWER
-0-6 SHARED VOTING POWER
313,2197 SOLE DISPOSITIVE POWER
-0-8 SHARED DISPOSITIVE POWER
313,219
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
313,21910 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%12 TYPE OF REPORTING PERSON
OO
CUSIP No. G52753103SCHEDULE 13G
Page 3of 15
1 NAMES OF REPORTING PERSONS
Riverview Group LLC2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) o(b) þ3 SEC USE ONLY4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON WITH5 SOLE VOTING POWER
-0-6 SHARED VOTING POWER
1,150,0007 SOLE DISPOSITIVE POWER
-0-8 SHARED DISPOSITIVE POWER
1,150,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,150,00010 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.6%12 TYPE OF REPORTING PERSON
OO
CUSIP No. G52753103SCHEDULE 13G
Page 4of 15
1 NAMES OF REPORTING PERSONS
ICS Opportunities, Ltd.2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) o(b) þ3 SEC USE ONLY4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON WITH5 SOLE VOTING POWER
-0-6 SHARED VOTING POWER
1,000,0007 SOLE DISPOSITIVE POWER
-0-8 SHARED DISPOSITIVE POWER
1,000,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,00010 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.1%12 TYPE OF REPORTING PERSON
CO
CUSIP No. G52753103SCHEDULE 13G
Page 5of 15
1 NAMES OF REPORTING PERSONS
Millennium International Management LP2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) o(b) þ3 SEC USE ONLY4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON WITH5 SOLE VOTING POWER
-0-6 SHARED VOTING POWER
1,000,0007 SOLE DISPOSITIVE POWER
-0-8 SHARED DISPOSITIVE POWER
1,000,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,00010 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.1%12 TYPE OF REPORTING PERSON
PN
CUSIP No. G52753103SCHEDULE 13G
Page 6of 15
1 NAMES OF REPORTING PERSONS
Millennium Management LLC2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) o(b) þ3 SEC USE ONLY4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON WITH5 SOLE VOTING POWER
-0-6 SHARED VOTING POWER
2,463,2197 SOLE DISPOSITIVE POWER
-0-8 SHARED DISPOSITIVE POWER
2,463,219
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,463,21910 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%12 TYPE OF REPORTING PERSON
OO
CUSIP No. G52753103SCHEDULE 13G
Page 7of 15
1 NAMES OF REPORTING PERSONS
Millennium Group Management LLC2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) o(b) þ3 SEC USE ONLY4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON WITH5 SOLE VOTING POWER
-0-6 SHARED VOTING POWER
2,463,2197 SOLE DISPOSITIVE POWER
-0-8 SHARED DISPOSITIVE POWER
2,463,219
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,463,21910 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%12 TYPE OF REPORTING PERSON
OO
CUSIP No. G52753103SCHEDULE 13G
Page 8of 15
1 NAMES OF REPORTING PERSONS
Israel A. Englander2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) o(b) þ3 SEC USE ONLY4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON WITH5 SOLE VOTING POWER
-0-6 SHARED VOTING POWER
2,463,2197 SOLE DISPOSITIVE POWER
-0-8 SHARED DISPOSITIVE POWER
2,463,219
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,463,21910 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%12 TYPE OF REPORTING PERSON
IN
CUSIP No. G52753103SCHEDULE 13G
Page 9of 15
Item 1. (a) Name of Issuer: Kismet Acquisition One Corp, a business company incorporated in the British Virgin Islands with limited liability (the "Issuer"). (b) Address of Issuers Principal Executive Offices: 850 Library Avenue, Suite 204
Newark, Delaware 19715 Item 2.(a) Name of Person Filing: (b) Address of Principal Business Office: (c) Citizenship: Integrated Core Strategies (US) LLC
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: DelawareRiverview Group LLC
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: DelawareICS Opportunities, Ltd.
c/o Millennium International Management LP
666 Fifth Avenue
New York, New York 10103
Citizenship: Cayman IslandsMillennium International Management LP
666 Fifth Avenue
New York, New York 10103
Citizenship: DelawareMillennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: DelawareMillennium Group Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: DelawareIsrael A. Englander
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: United States(d) Title of Class of Securities: ordinary shares, no par value ("Ordinary Shares") (e) CUSIP Number: G52753103
CUSIP No. G52753103SCHEDULE 13G
Page 10of 15
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
(a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
CUSIP No. G52753103SCHEDULE 13G
Page 11of 15
(g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); (h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) o Group, in accordance with §240.13d-1(b)(1)(ii)(J). Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
As of the close of business on December 31, 2020, the reporting persons beneficially owned an aggregate of 2,463,219 of the Issuers Ordinary Shares as a result of holding 1,463,219 of the Issuers Ordinary Shares and 1,000,000 of the Issuers units. Each unit consists of one Ordinary Share of the Issuer and one-half of one warrant of the Issuer. Each whole warrant entitles the holder to purchase one Ordinary Share of the Issuer. The Issuers warrants will become exercisable on the later of 30 days after the completion of the Issuers initial business combination and 12 months from the closing of the Issuers initial public offering. Specifically, as of the close of business on December 31, 2020:
iii) ICS Opportunities, Ltd., an exempted company organized under the laws of the Cayman Islands ("ICS Opportunities"), beneficially owned 1,000,000 of the Issuers Ordinary Shares as a result of holding 1,000,000 of the Issuers units, which together with the Issuers Ordinary Shares beneficially owned by Integrated Core Strategies and Riverview Group represented 2,463,219 of the Issuers Ordinary Shares or 7.8% of the Issuers Ordinary Shares outstanding.i) Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), beneficially owned 313,219 of the Issuers Ordinary Shares;
ii) Riverview Group LLC, a Delaware limited liability company ("Riverview Group"), beneficially owned 1,150,000 of the Issuers Ordinary Shares; andMillennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to ICS Opportunities and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities.
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies and Riverview Group and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Riverview Group. Millennium Management is also the general partner of the 100% owner of ICS Opportunities and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities.
Millennium Group Management LLC, a Delaware limited liability company ("Millennium Group Management"), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Riverview Group. Millennium Group Management is also the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities.
The managing member of Millennium Group Management is a trust of which Israel A. Englander, a United States citizen ("Mr. Englander"), currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies, Riverview Group and ICS Opportunities.
The foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies, Riverview Group or ICS Opportunities, as the case may be.
(b) Percent of Class:
As of the close of business on December 31, 2020, Millennium Management, Millennium Group Management and Mr. Englander may be deemed to have beneficially owned 2,463,219 of the Issuers Ordinary Shares or 7.8% of the Issuers Ordinary Shares outstanding (see Item 4(a) above), which percentage was calculated based on 31,750,000 of the Issuers Ordinary Shares outstanding as of November 6, 2020, as reported in the Issuers Form 10-Q filed on November 10, 2020.
CUSIP No. G52753103SCHEDULE 13G
Page 12of 15(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote-0-
(ii) Shared power to vote or to direct the vote
2,463,219 (See Item 4(b))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
2,463,219 (See Item 4(b))
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 o.
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.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP No. G52753103SCHEDULE 13G
Page 13of 15Exhibits:
Exhibit I: Joint Filing Agreement, dated as of February 5, 2021, by and among Integrated Core Strategies (US) LLC, Riverview Group LLC, ICS Opportunities, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
CUSIP No. G52753103SCHEDULE 13G
Page 14of 15SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: February 5, 2021
INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner By: /s/ Gil RavivName: Gil Raviv
Title: Global General Counsel
RIVERVIEW GROUP LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner By: /s/ Gil RavivName: Gil Raviv
Title: Global General Counsel
ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment Manager By: /s/ Gil RavivName: Gil Raviv
Title: Global General Counsel
MILLENNIUM INTERNATIONAL MANAGEMENT LP
By: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
MILLENNIUM MANAGEMENT LLC
By: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
MILLENNIUM GROUP MANAGEMENT LLC
By: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
/s/ Israel A. EnglanderIsrael A. Englander
CUSIP No. G52753103SCHEDULE 13G
Page 15of 15EXHIBIT I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Ordinary Shares, no par value, of Kismet Acquisition One Corp, a business company incorporated in the British Virgin Islands with limited liability, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: February 5, 2021
INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner By: /s/ Gil RavivName: Gil Raviv
Title: Global General Counsel
RIVERVIEW GROUP LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner By: /s/ Gil RavivName: Gil Raviv
Title: Global General Counsel
ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment Manager By: /s/ Gil RavivName: Gil Raviv
Title: Global General Counsel
MILLENNIUM INTERNATIONAL MANAGEMENT LP
By: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
MILLENNIUM MANAGEMENT LLC
By: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
MILLENNIUM GROUP MANAGEMENT LLC
By: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
/s/ Israel A. EnglanderIsrael A. Englander
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