GDEV Inc. — Regulatory Filings 2021

Aug 24, 2021

8-A12B 1 a21-25510_18a12b.htm 8-A12B

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*FORM 8-A*

*FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES*

*PURSUANT TO SECTION 12(b) OR 12(g) OF THE*

*SECURITIES EXCHANGE ACT OF 1934*

*Nexters Inc.*

(Exact name of registrant as specified in its charter)

British Virgin Islands	Not applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Ritter House, Wickhams Cay II PO Box 3170, Road Town Tortola British Virgin Islands	VG1110
(Address of principal executive offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which
to be so registered	each class is to be registered
Ordinary shares, no par value per share	The Nasdaq Global Market
Warrants to purchase ordinary shares	The Nasdaq Global Market

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. o

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. o

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333- 257103 (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act: None

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*Item 1. Description of Registrant’s Securities to be Registered.*

A description of the ordinary shares, no par value (the “Ordinary Shares”), of Nexters Inc. (the “Registrant”) and a description of the warrants to purchase ordinary shares of the Registrant (the “Warrants”) to be registered hereunder are set forth under the caption “ Description of Pubco’s Securities” in the prospectus that constitutes a part of the Registrant’s Registration Statement on Form F-4, File No. 333-257103 (the “Registration Statement”), initially filed with the U.S. Securities and Exchange Commission on June 15, 2021, as subsequently amended by any amendments to such Registration Statement and by any form of prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, in connection with such Registration Statement. Such Registration Statement, as amended, and any form of prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, that includes such description, are hereby incorporated by reference herein.

The Ordinary Shares and Warrants to be registered hereunder have been approved for listing on the Nasdaq Global Market under the symbols “GDEV” and “GDEVW”, respectively.

*Item 2. Exhibits.*

Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on the Nasdaq Global Market and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

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*SIGNATURE*

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

NEXTERS INC. — By:	/s/Andrey Fadeev
Name:	Andrey Fadeev
Title:	Chief Executive Officer

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