Russian Media Mogul’s SPACs Avoid U.S. Trading Suspensions

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When Russia invaded Ukraine, U.S. stock exchanges suspended trading in most Russian stocks listed in New York. They skipped two companies launched by a Russian media mogul, which are still trading and are on the hunt for acquisitions.

Two special-purpose acquisition companies, or SPACs, created by Russian businessman and investor

Ivan Tavrin

have continued trading normally on the

Nasdaq Stock Market

NDAQ -4.50%

even as other large Russian companies and exchange-traded funds remain suspended.

The trading suspensions hit several companies, including videogame developer Nexters Inc., which another of Mr. Tavrin’s businesses took public last year. Analysts who track listings and a search of U.S.-listed companies show that Mr. Tavrin’s SPACs appear to be among the only Russian-controlled companies currently trading in U.S. markets.

Mr. Tavrin isn’t on sanctions lists. He is known as a previous business partner of Russian oligarch

Alisher Usmanov,

who has been sanctioned by the U.S. and other countries. Mr. Usmanov, a metals magnate, is one of Russia’s wealthiest people and is viewed as an ally of Russian President

Vladimir Putin.

Messrs. Tavrin and Usmanov previously co-owned television assets including Disney Channel Russia. Mr. Tavrin was also CEO of Russian telecom company MegaFon PJSC—which is majority owned by Mr. Usmanov—from 2012 to 2016. Mr. Tavrin was photographed by the Kremlin receiving an award from Mr. Putin in 2015 after MegaFon and other companies installed telecom infrastructure as part of the 2014 Sochi Olympics.

SPACs, known as blank-check companies, raise money and list on a stock exchange with the goal of merging with a private company to take it public. If Mr. Tavrin’s SPACs find companies to take public and complete deals, he stands to make tens of millions of dollars on paper, depending on the share prices.

“It seems potentially inconsistent,” said New York University Law School professor

Michael Ohlrogge,

who studies SPACs.

A Nasdaq spokesman declined to comment on the decision to let Mr. Tavrin’s

Kismet Acquisition Two Corp.

KAII 0.15%

and

Kismet Acquisition Three Corp.

KIII 0.01%

continue trading while they pursue companies to take public. Mr. Tavrin declined to comment.

The companies are named for Mr. Tavrin’s family investment firm, Kismet Capital Group, which backed his SPACs.

Nexters and other suspended Russian companies, such as recruitment firm HeadHunter Group PLC, have said they aren’t subject to sanctions. Exchanges typically suspend or delist companies if they don’t meet regulations, could be in legal trouble or face other situations that might trigger major investor losses.

Following Russia’s invasion of Ukraine, Mr. Tavrin’s SPACs said in regulatory filings they were broadening their search for private companies to those with large footprints in Europe, the Middle East and Africa and would be less focused on Russia. Negative sentiment toward Russia could prevent the SPACs from doing a deal, they said in the filings.

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The SPACs pose few risks to investors because they trade little and just hold cash. Any deals the companies did attempt would have to be approved by regulators. The companies could also have trouble finding banks and law firms to help them complete a merger.

“Because the SPAC structure is so nebulous, you don’t even know what kind of deal it is going to do,” Georgetown University finance professor

James Angel

said.

Spokesmen for Credit Suisse Group AG and Bank of America Corp., two of the banks that helped launch the SPACs and previously advised Mr. Tavrin on the Nexters deal, declined to comment on whether they would work with Mr. Tavrin again in the future. So did a spokeswoman for

Citigroup Inc.,

another one of the SPAC underwriters.

The two SPACs have deadlines of February 2023 to find deals or else return the money they raised to investors and forfeit the several million dollars they paid to set up the blank-check vehicles.

Nexters, the Cyprus-based maker of “Hero Wars” and other videogames, has an office in Moscow but has said the U.S., Europe and Asia represent nearly 80% of its bookings and the majority of its critical personnel work outside Russia. Mr. Tavrin owns a roughly 6% stake in Nexters, worth roughly $75 million early this year, according to FactSet.

Nasdaq suspended trading in the stock in late February.

Write to Amrith Ramkumar at amrith.ramkumar@wsj.com

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https://www.wsj.com/articles/russian-media-moguls-spacs-avoid-u-s-trading-suspensions-11652785200

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