GDEV Inc. — Regulatory Filings 2024

Apr 29, 2024

POS EX 1 tm247395d6_posex.htm POS EX

As filed with the Securities and Exchange Commission on April 29 , 2024.

Registration No. 333-273536

Field: Rule-Page

Field: /Rule-Page

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Field: Rule-Page

Field: /Rule-Page

POST-EFFECTIVE AMENDMENT NO. 2 TO FORM F-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Field: Rule-Page

Field: /Rule-Page

GDEV Inc.

(Exact name of registrant as specified in its charter)

Field: Rule-Page

Field: /Rule-Page

| British
Virgin Islands | 7371 | Not
applicable |
| --- | --- | --- |
| (State
or other jurisdiction of incorporation
or organization) | (Primary
Standard Industrial Classification
Code Number) | (I.R.S. Employer Identification
Number) |

GDEV Inc.

55, Griva Digeni

3101, Limassol

Cyprus

Telephone: +35722580040

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Field: Rule-Page

Field: /Rule-Page

Puglisi & Associates

850 Library Ave., Suite 204

Newark, DE 19711

Telephone: 302-738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Field: Rule-Page

Field: /Rule-Page

Copies of all correspondence to:

J. David Stewart, Esq. Latham & Watkins LLP 99 Bishopsgate London, U.K., EC2M 2XF Tel: (+44) (0)20 7710 1000

Field: Rule-Page

Field: /Rule-Page

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-273536

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company x

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Field: Rule-Page

Field: /Rule-Page

Pursuant to Rule 429(b) under the Securities Act, upon effectiveness, this registration statement shall constitute post-effective amendment no. 5 to the registrant’s registration statement on Form F-4 (File No. 333-257103), which post-effective amendment shall hereafter become effective concurrently with the effectiveness of this registration statement in accordance with Section 8(c) of the Securities Act.

Field: Rule-Page

Field: /Rule-Page

This Post-Effective Amendment No. 2 shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

Explanatory note

On July 31, 2023, GEV Inc. (formerly, Nexters Inc.) (the “Company”) filed a registration statement on Form F-1 (File No. 333-273536) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which was declared effective on August 8, 2023. The Registration Statement contained a combined prospectus pursuant to Rule 429 under the Securities Act of 1933, as amended (the “Securities Act”) relating to both the Registration Statement and the Company’s registration statement on Form F-4 (File No. 333-257103), first filed with the SEC on June 15, 2021 (as subsequently amended, the “Prior Registration Statement”) and declared effective on July 30, 2021.

This Post-Effective Amendment No. 2 to the Registration Statement is being filed as an exhibit-only filing solely to file the consents of (i) KPMG Certified Auditors S.A. with respect to its report dated April 29 , 2024 relating to the consolidated financial statements of the Company as of and for the years ended December 31, 2023 and 2022, and (ii) JSC “Kept” with respect to its report dated April 29, 2022 relating to the consolidated financial statements of the Company as of and for the year ended December 31, 2021, in each case contained in the Company’s 2023 Annual Report on Form 20-F and included in the Prospectus Supplement No. 1 dated April 29 , 2024 filed pursuant to Rule 424(b)(3), filed herewith as Exhibits 23.1 and 23.2, respectively (the “Consents”). Accordingly, this Post-Effective Amendment No. 2 consists only of the facing page, this explanatory note, Item 8 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the Consents. The prospectus and the balance of Part II of the Registration Statement are unchanged hereby and have been omitted.

The information included in this filing amends the Registration Statement. Pursuant to Rule 429(b) under the Securities Act, upon effectiveness, this Post-Effective Amendment No. 2 to the Registration Statement shall also constitute post-effective amendment no. 5 to the Prior Registration Statement, which post-effective amendment shall hereafter become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act.

Field: Page; Sequence: 2; Options: NewSection

Field: Sequence; Type: Arabic; Name: PageNo 1 Field: /Sequence

Field: /Page

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8. Exhibits and Financial Statement Schedules

(a) Exhibits

Exhibit No.	Description
23.1*	Consent
of KPMG Certified Auditors S.A.
23.2*	Consent
of JSC “Kept”.

(*) Filed herewith

Field: Page; Sequence: 3; Options: NewSection

II- Field: Sequence; Type: Arabic; Name: PageNo 1 Field: /Sequence

Field: /Page

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 2 to the Registration Statement on Form F-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Limassol, Cyprus on the 29 th day of April, 2024.

GDEV INC.
By:	/s/
Andrey Fadeev
Name:	Andrey
Fadeev
Title:	Chief
Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/
Andrey Fadeev	Chief
Executive Officer and Director	April 29,
2024
Andrey
Fadeev	(principal
executive officer)
*	Chief
Financial Officer	April 29,
2024
Alexander
Karavaev	(principal
financial officer and principal accounting officer)
*	Director	April 29,
2024
Natasha
Braginsky Mounier
*	Director	April 29,
2024
Marie
Holive
*	Director	April 29,
2024
Olga
Loskutova
*	Director	April 29,
2024
Andrew
Sheppard
*	Director	April 29,
2024
Tal
Shoham

*By:
Andrey Fadeev
Attorney-in-fact

Field: Page; Sequence: 4

Field: /Page

AUTHORIZED REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of GDEV Inc., has signed this Post-Effective Amendment No. 2 to the Registration Statement on Form F-1 in Newark, Delaware, on the 29 th day of April, 2024.

Puglisi & Associates
By:	/s/
Donald J. Puglisi
	Name: Donald J. Puglisi
	Title: Managing
Director

Field: Page; Sequence: 5; Options: Last

Field: /Page