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                             December 28, 2023

       Andrey Fadeev
       Chief Executive Officer
       GDEV Inc.
       55, Griva Digeni
       3101, Limassol
       Cyprus

                                                        Re: GDEV Inc.
                                                            Schedule TO-I Filed
December 19, 2023
                                                            File No. 005-93469

       Dear Andrey Fadeev:

                                                        We have reviewed your
filing and have the following comments.

               Please respond to these comments by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response.

               After reviewing your response to these comments, we may have
additional comments.
       All defined terms used herein have the same meaning as in your offer
materials, unless otherwise
       indicated.

       Schedule TO-I Filed December 19, 2023

       General

   1.                                                   We note that one of the
Company's co-founders, Boris Gertsovskiy, intends to tender
                                                        approximately 10
million shares in the Offer and a former employee, Aleksandr Ivanov,
                                                        may tender an
additional 3,658,754 shares. Item 5 of Schedule TO and Item 1005(e) of
                                                        Regulation M-A require
disclosure of any agreements, arrangements or understandings
                                                        between the Company and
any persons with respect to any securities of the
                                                        Company. Item 6 of
Schedule TO and Item 1006(c) of Regulation M-A require disclosure
                                                        of any plans or
negotiations relating to purchases of the subject securities or changes in
                                                        the board of directors.
Please revise the Offer to Purchase to provide the information
                                                        required by these Items
with respect to any negotiations or understandings between these
                                                        individuals and the
Company leading up to the Offer. With respect to Mr. Gertsovskiy's
                                                        right to appoint
directors based on his share ownership, revise to explain how this right
                                                        could be impacted,
assuming the 10 million shares he intends to tender are purchased in
 Andrey Fadeev
FirstName
GDEV Inc.LastNameAndrey Fadeev
Comapany28,
December  NameGDEV
              2023     Inc.
December
Page 2    28, 2023 Page 2
FirstName LastName
         the Offer. As a general matter, to the extent that these individuals
participated in
         negotiating, structuring or discussing the terms of the Offer, the
offer materials should be
         expanded to describe these contacts. Additionally, if the Offer is
being made, in whole or
         in part, to enable these individuals to liquidate their shares, the
offer materials should be
         revised to explicitly state this.
2.       Throughout the Offer to Purchase, such as at the bottom of page i, you
state that no
         persons subject to Sanctions are eligible to participate or tender
shares in the Offer. In
         your response letter, please explain how this limitation on
participation in the Offer is
         consistent with the all-holders requirement of Rule 13e-4(f)(8)(i).
Please advise or
         revise. Additionally, revise the offer materials to state whether any
affiliates of the
         Company are subject to Sanctions.
3.       See our last comment above. The definition of "Sanctions" on page 3 of
the Offer to
         Purchase is vague and overly broad, such that it is not clear who is
prohibited from
         participating in the Offer. Pending resolution of the all-holders
issue raised above,
         this definition should be revised to specifically enumerate the
sanctions which would
         render a shareholder ineligible to participate in the Offer.
Currently, the definition refers
         to sanctions imposed by "the United States Government or other
applicable governments"
         (emphasis added) and includes the qualifier "including, without
limitation" to potentially
         encompass a broad range of unspecified entities and laws that would
prohibit
         participation. Please revise to identify the specific sanctions that
apply for purposes of the
         Offer and the governments and governmental or other entities that
administer them. Also
         provide a general explanation of what each sanction relates to.
4.       We note that you have checked a box on the cover page of the Schedule
TO indicating
         that the Company is relying on Rule 13e-4(i). Please revise the offer
materials generally to
         highlight and explain how the terms of this Offer differ from a
domestic offer, given your
         reliance on the Tier II cross-border exemptions. As one example only,
we note that on
         page 20 of the Offer to Purchase you disclose that you will pay for
tendered shares
         promptly after the Expiration Time, but do not define what constitutes
"promptly" for
         these purposes. If the Company will rely on foreign payment practice,
and that practice
         differs from the U.S. concept of prompt payment for purposes of a
tender offer, this
         should be explained in the offer materials. Please revise or advise.
5.       In the Filing Fee Table (Exhibit 107), you use a maximum aggregate
purchase price of
         $20 million for the ordinary shares subject to the Offer in
determining the filing fee.
         Consistent with your disclosure in the Offer to Purchase, please
update the Filing Fee
         Table (and the resulting filing fee) to reflect a maximum aggregate
purchase price of $40
         million (20 million ordinary shares at a price of $2.00 per ordinary
share).
Certain Significant Considerations, page 7

6.       We note the statement here, which also appears throughout the Offer to
Purchase, that
         "[i]f Mr. Gertsovskiy tenders 10 million shares as he has indicated,
our ownership
 Andrey Fadeev
FirstName
GDEV Inc.LastNameAndrey Fadeev
Comapany28,
December  NameGDEV
              2023     Inc.
December
Page 3    28, 2023 Page 3
FirstName LastName
         structure following completion of the Offer will be different than our
ownership structure
         prior to the Offer." Please expand to explain how your ownership
structure will differ,
         assuming all of those 10 million shares are purchased. In addition to
reducing his
         ownership percentage, explain how Mr. Gertsovskiy tendering these
shares may impact
         his ability to nominate directors to the Company's board of directors
pursuant to his
         existing agreement with the Company.
Procedures for Tendering Shares, page 15

7.       Refer to the following statements on page 18 of the Offer to Purchase:
   The Company will
         determine, in its sole discretion, all questions as to the validity,
form, eligibility (including
         time of receipt) and acceptance for purchase of any tender of shares,
and its determination
         will be final and binding on all parties. . . . By tendering shares to
us, you agree to accept
         all decisions we make concerning these matters and waive any right you
might otherwise
         have to challenge those decisions    (emphasis added). Consistent with
your disclosure in
         Section 4    Withdrawal Rights,    please revise these statements to
include a qualifier that
         shareholders are not foreclosed from challenging your determination in
a court of
         competent jurisdiction.
Withdrawal Rights, page 19

8.       Refer to the following disclosure made on page 19 of the Offer to
Purchase:    You may
         also withdraw your previously tendered shares at any time after 5:00
p.m., Eastern Time,
         on January 18, 2024, unless such shares have been accepted for payment
as provided in
         the Offer.    It does not appear that January 18, 2024 is the 40th
business day (as defined in
         Rule 13e-4(a)(3)) after commencement of this Offer. See Rule
13e-4(f)(2)(ii). Please
         revise or advise.
Conditions of the Offer, page 20

9.       Refer to the last bullet point on page 20 of the Offer to Purchase. As
currently drafted, the
         language here suggests that the Offer is conditioned on at least 15
million shares being
         tendered AND being withdrawn before the Expiration Time. Please
revise.
10.      Revise to explain what is meant by "the imposition of . . . general
minimum or maximum
         price limits on prices for, trading in securities on any [U.S.
exchange]" in the first bullet
         on page 21 of the Offer to Purchase or delete this language.
11.      Refer to the following statement in the first paragraph on page 23 of
the Offer to
         Purchase:    Our failure at any time to exercise any of the foregoing
rights will not be
         deemed a waiver of any right, and each such right will be deemed an
ongoing right that
         may be asserted at any time and from time to time prior to the
Expiration Time.    If an
         offer condition is    triggered    while an offer is pending, in our
view, the offeror must
         promptly inform shareholders whether it will assert the condition and
terminate the offer,
         or waive it and continue. Reserving the right to waive a condition
at any time and from
         time to time    may be inconsistent with your obligation in this
regard. Please confirm in
 Andrey Fadeev
GDEV Inc.
December 28, 2023
Page 4
         your response letter that you will promptly notify target shareholders
if a condition is
         triggered while the Offer is pending.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

      Please direct any questions to Christina Chalk at 202-551-3263 or Shane
Callaghan at
202-330-1032.



FirstName LastNameAndrey Fadeev                                 Sincerely,
Comapany NameGDEV Inc.
                                                                Division of
Corporation Finance
December 28, 2023 Page 4                                        Office of
Mergers & Acquisitions
FirstName LastName