As filed with the Securities and Exchange Commission on June 26, 2023.
Registration No. 333-257103
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GDEV Inc.
(Exact name of registrant as specified in its charter)
| 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)
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)
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
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
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(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 333-257103
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨
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.
This Post-Effective Amendment No. 1 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.
Explanatory note
This Post-Effective Amendment No. 2 (this “Amendment”) to the Registration Statement on Form F-4 (File No. 333-257103) (the “Registration Statement”) of GDEV Inc. (formerly, Nexters Inc.) (the “Company”), as originally declared effective by the Securities and Exchange Commission on July 30, 2021, 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 June 26, 2023 relating to the financial statements of the Company as of and for the year ended December 31, 2022, and (ii) JSC “Kept” with respect to its report dated April 29, 2022 relating to the financial statements of the Company as of and for the years ended December 31, 2021 and 2020, in each case contained in the Company’s 2022 Annual Report on Form 20-F and included in the Prospectus Supplement No. 2 dated June 26, 2023 filed pursuant to Rule 424(b)(3), filed herewith as Exhibits 23.1 and 23.2, respectively (the “Consents”). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 21 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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits
Exhibit |
Description | |
| 23.1* | Consent of KPMG Certified Auditors S.A. | |
| 23.2* | Consent of JSC “Kept”. |
(*) Filed herewith
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-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in Limassol, Cyprus on the 26th day of June, 2023.
| 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 | June 26, 2023 | ||
| Andrey Fadeev | (principal executive officer) | |||
| /s/ Alexander Karavaev | Chief Financial Officer | June 26, 2023 | ||
| Alexander Karavaev | (principal financial officer and principal accounting officer) | |||
| /s/Natasha Braginsky Mounier | Director | June 26, 2023 | ||
| Natasha Braginsky Mounier | ||||
| /s/ Marie Holive | Director | June 26, 2023 | ||
| Marie Holive | ||||
| /s/ Olga Loskutova | Director | June 26, 2023 | ||
| Olga Loskutova | ||||
| /s/ Andrew Sheppard | Director | June 26, 2023 | ||
| Andrew Sheppard | ||||
| /s/ Tal Shoham | Director | June 26, 2023 | ||
| Tal Shoham |
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-4 in Newark, Delaware, on the 26th day of June, 2023.
Puglisi & Associates
| By: | /s/ Donald J. Puglisi | |
| Name: Donald J. Puglisi | ||
| Title: Managing Director |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated June 26, 2023, with respect to the consolidated financial statements of GDEV Inc. (formerly Nexters Inc.) which appears in the prospectus supplement of GDEV Inc. (formerly Nexters Inc.) dated June 26, 2023, and to the reference to our firm under the heading “Experts” in the prospectus supplement.
/s/ KPMG Certified Auditors S.A.
Athens, Greece
June 26, 2023
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use of our report dated April 29, 2022, with respect to the consolidated financial statements of GDEV Inc. (formerly Nexters Inc.), included herein, which constitutes post-effective amendment no. 2 to registration statement on Form F-4 (No. 333-257103) of GDEV Inc. (formerly Nexters Inc.), and to the reference to our firm under the heading “Experts” in the prospectus.
|
/s/ JSC “Kept” |
|
| Moscow, Russia | |
| June 26, 2023 |