20-F - GDEV - Equibles

TABLE OF CONTENTS

UNITED STATES

      SECURITIES AND EXCHANGE COMMISSION 

      Washington, D.C. 20549

FORM 20-F

	(Mark One)
	☐			REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR<br> <br><br> SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

	☐			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)<br> <br><br> OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

	☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)<br> <br><br> OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

	☒			SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)<br> <br><br> OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: August 26, 2021

Commission file number: 001-40758

Nexters Inc.

(Exact name of registrant as specified in its charter)

	Not applicable<br><br> <br>(Translation of Registrant’s name into English)			British Virgin Islands<br><br> <br>(Jurisdiction of incorporation or organization)

Nexters Inc.

      55, Griva Digeni 

      3101, Limassol 

      Cyprus 

      Telephone: +35725580040

(Address of principal executive offices)

Andrey Fadeev

      Chief Executive Officer

      Nexters Inc. 

      55, Griva Digeni 

      3101, Limassol 

      Cyprus 

      Telephone: +35725580040

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

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

	Title of each class			Trading<br> <br><br> Symbol(s)			Name of each exchange on which registered
	Ordinary Shares			GDEV			The Nasdaq Global Market
	Warrants			GDEVW			The Nasdaq Global Market

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

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of the period covered by the shell company report:

On August 26, 2021, the issuer had 196,523,101 ordinary shares outstanding.

TABLE OF CONTENTS

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☒ Emerging growth company

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 13(a) of the Exchange 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.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

	☐ U.S. GAAP			☒<br><br> <br>International Financial Reporting Standards as issued by the International Accounting Standards Board<br><br> <br>			☐ Other

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐

TABLE OF CONTENTS

			Page
EXPLANATORY NOTE					1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					2
PART I					4
Item 1.<br><br> <br>Identity of Directors, Senior Management and Advisers<br><br> <br>					4
Item 2.<br><br> <br>Offer Statistics and Expected Timetable<br><br> <br>					4
Item 3.<br><br> <br>Key Information<br><br> <br>					4
Item 4.<br><br> <br>Information on the Company<br><br> <br>					4
Item 4A.<br><br> <br>Unresolved Staff Comments<br><br> <br>					5
Item 5.<br><br> <br>Operating and Financial Review and Prospects<br><br> <br>					5
Item 6.<br><br> <br>Directors, Senior Management and Employees<br><br> <br>					6
Item 7.<br><br> <br>Major Shareholders and Related Party Transactions<br><br> <br>					6
Item 8.<br><br> <br>Financial Information<br><br> <br>					7
Item 9.<br><br> <br>The Offer and Listing<br><br> <br>					8
Item 10.<br><br> <br>Additional Information<br><br> <br>					8
Item 11.<br><br> <br>Quantitative and Qualitative Disclosures About Market Risk<br><br> <br>					10
Item 12.<br><br> <br>Description of Securities Other Than Equity Securities<br><br> <br>					10
PART II					10
PART III					10
Item 17.<br><br> <br>Financial Statements<br><br> <br>					10
Item 18.<br><br> <br>Financial Statements<br><br> <br>					10
Item 19.<br><br> <br>Exhibits<br><br> <br>					11

TABLE OF CONTENTS

EXPLANATORY NOTE

On August 26, 2021 (the “Closing Date”), Nexters Inc., a British Virgin Islands business company (“Pubco”), consummated the previously announced business combination pursuant to the Business Combination Agreement, dated as of January 31, 2021, as amended on July 17, 2021 and on August 11, 2021 (the “Business Combination Agreement”), by and among Pubco, Kismet Acquisition One Corp, a British Virgin Islands business company (“Kismet”), Kismet Sponsor Limited, a British Virgin Islands business company (the “Sponsor”), solely in its capacity as Kismet’s representative, Nexters Global Ltd., a private limited liability company domiciled in Cyprus (the “Company”), Fantina Holdings Limited, a private limited liability company domiciled in Cyprus, solely in its capacity as the Company Shareholders Representative, and the shareholders of the Company party thereto.

As of the Closing Date, the following transactions occurred pursuant to the terms of the Business Combination Agreement (collectively, the “Transactions”):

•

the merger pursuant to Section 170 of the BVI Business Companies Act, 2004 (as amended) of Kismet into Pubco, with Pubco surviving the merger and the security holders of Kismet (other than security holders of Kismet who elected to redeem their Kismet ordinary shares) becoming security holders of Pubco (the “Merger”) pursuant to the terms of (i) the Business Combination Agreement and (ii) Section 170 of the BVI Business Companies Act, 2004 (as amended),

•

the acquisition by Pubco of all of the issued and outstanding share capital of the Company from the holders of the Company’s share capital for a combination of cash and Pubco ordinary shares, such that the Company is a direct wholly owned subsidiary of Pubco (the “Share Acquisition”), and

•

the other transactions contemplated by the Business Combination Agreement.

Prior to the Merger, a total of 21,811,242 Kismet ordinary shares were redeemed for a value of $218,190,863.51, resulting in a total of 3,188,758 Kismet’s public ordinary shares remaining issued and outstanding as of the time of the Merger. As of August 26, 2021, subsequent to the closing of the Transactions, there were 196,523,101 Pubco ordinary shares outstanding.

Prior to the Transactions, Pubco did not conduct any material activities other than those incident to its formation and the matters contemplated by the Business Combination Agreement, such as the making of certain required securities law filings. Upon the closing of the Transactions, Pubco became the direct parent of the Company, a developer of mobile, web, and social games.

On January 31, 2021, Kismet, Pubco and the Sponsor entered into an amended and restated Forward Purchase Agreement (the “A&R Forward Purchase Agreement”). The A&R Forward Purchase Agreement amended the Forward Purchase Agreement, dated August 5, 2020, between Kismet and the Sponsor by, among other things, increasing the Sponsor’s purchase commitment thereunder from $20.0 million to $50.0 million and replacing the Sponsor’s commitment to acquire Kismet’s units with a commitment to acquire 5,000,000 Pubco ordinary shares and 1,000,000 Pubco public warrants in a private placement which occurred after the Merger and prior to the Share Acquisition.

On July 16, 2021, Kismet, Pubco and the Sponsor entered into separate subscription agreements (each as amended, restated or supplemented from time to time, a “PIPE Subscription Agreement”) with certain institutional investors that are not “U.S. persons” as defined in Regulation S under the Securities Act and with whom the Sponsor had prior business relationships (each, a “PIPE Investor”), pursuant to which the PIPE Investors agreed to subscribe for and purchase an aggregate of 5,000,000 Pubco ordinary shares for a purchase price of $10.00 per share for an aggregate commitment of $50 million in a private placements outside the United States in reliance on Regulation S under the Securities Act (the “PIPE”). The PIPE was consummated concurrently with the closing of the Transactions.

Pubco’s ordinary shares and Pubco’s warrants are trading on the Nasdaq Global Market, or “Nasdaq”, under the symbols “GDEV” and “GDEVW,” respectively.

Except as otherwise indicated or required by context, references in this Shell Company Report on Form 20-F (including information incorporated by reference herein, the “Report”) to “we”, “us”, “our”, or “Pubco” refer to Nexters Inc., a British Virgin Islands business company, and its consolidated subsidiaries.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report and the information incorporated by reference herein include certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements with respect to (i) Pubco’s revenues, bookings, performance, strategies, plans, prospects, forecasts and other aspects of Pubco’s business, (ii) trends in the gaming industry, (iii) Pubco’s target cohorts and user and the expected arrangement with them, (iv) Pubco’s projected growth opportunities, including relative to its competitors and (v) other statements regarding Pubco’s expectations, hopes, beliefs, intentions or strategies regarding the future.

Such statements are based on current expectations that are subject to risks and uncertainties. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this Report are based on Pubco’s current expectations and beliefs concerning future developments and their potential effects on Pubco. There can be no assurance that future developments affecting Pubco will be those that Pubco has anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are beyond Pubco’s control) or other assumptions. Many factors could cause actual results or performance to be materially different from those expressed or implied by the forward-looking statements in this Report, including among other things:

•

the ability to implement business plans, forecasts, and other expectations as a result of the Transactions, and identify and realize additional opportunities;

•

the failure to realize anticipated benefits of the Transactions or to realize estimated pro forma results and underlying assumptions;

•

the potential inability of Pubco to achieve its projected bookings growth and scale its platform;

•

the potential inability of Pubco to maintain its current revenue stream and its relationships with players and advertisers;

•

the potential inability of Pubco to become a consolidator in the gaming industry;

•

the enforceability of Pubco’s intellectual property and protection of its proprietary information;

•

the risk to Pubco’s business, operations, and plans if internal processes and information technology systems are not properly maintained and risks associated with Pubco’s operational reliance on third parties, including third-party platforms and infrastructure;

•

the risk to Pubco’s business, operations and plans from cyber-attacks or other privacy or data security incidents;

•

the ability to maintain the listing of Pubco’s securities on a national securities exchange;

•

changes in the competitive and regulated industries in which Pubco operates, variations in operating performance across competitors, changes in laws and regulations (including data privacy, cybersecurity and tax laws and regulations) affecting Pubco’s business and changes in its capital structure;

•

the risk of downturns and a changing regulatory landscape in the highly competitive industry in which Pubco operates;

•

the effect of global epidemics and contagious disease outbreaks, including COVID-19, and public perception thereof; and

•

other factors discussed under the section titled “Risk Factors” in the Proxy Statement and Prospectus (the “Proxy Statement/Prospectus”), part of Pubco’s Registration Statement on Form F-4, as amended (File No. 333-257103) (the “Form F-4”), which section is incorporated herein by reference.

TABLE OF CONTENTS

The foregoing list of factors is not exhaustive. Should one or more of these risks or uncertainties materialize, or should any of Pubco’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. We undertake no obligation, except as required by law, to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Report or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks described in the reports we will file from time to time with the Securities and Exchange Commission (the “SEC”) after the date of this Report.

Although we believe the expectations reflected in the forward-looking statements were reasonable at the time made, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assume responsibility for the accuracy or completeness of any of these forward-looking statements. You should carefully consider the cautionary statements contained or referred to in this section in connection with the forward looking statements contained in this Report and any subsequent written or oral forward-looking statements that may be issued by Pubco or persons acting on its behalf.

TABLE OF CONTENTS

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Directors and Senior Management

Information regarding the directors and executive officers of Pubco after the completion of the Transactions is included in the Proxy Statement/Prospectus under the section titled “Management of Pubco Following the Proposed Transactions” and is incorporated herein by reference.

The business address for each of the directors and executive officers of Pubco is 55, Griva Digeni, 3101, Limassol, Cyprus.

Advisers

Latham & Watkins LLP acts as U.S. securities counsel for Pubco.

Ogier, British Virgin Islands, acts as BVI counsel for Pubco.

Auditors

From Pubco’s inception through the consummation of the Transactions, JSC “KPMG” has acted as Pubco’s independent registered public accounting firm.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

Selected Financial Data

Prior to the completion of the Transactions, Pubco had no material assets and did not operate any business. Following and as a result of the Transactions, the business of Pubco is conducted through the Company, its direct, wholly-owned subsidiary.

Selected financial information regarding the Company is included in the Proxy Statement/Prospectus under the section titled “The Company’s Selected Financial Information” and is incorporated herein by reference.

Capitalization and Indebtedness

Not applicable.

Reasons for the Offer and Use of Proceeds

Not applicable.

Risk Factors

The risk factors related to the business and operations of Pubco are described in the Proxy Statement/Prospectus under the section titled “Risk Factors” and is incorporated herein by reference.

ITEM 4. INFORMATION ON THE COMPANY

History and Development of the Company

Nexters Inc., or “Pubco”, is a business company incorporated under the laws of the British Virgin Islands on January 27, 2021. Pubco was formed for the sole purpose of entering into and consummating the Transactions. The principal executive office of Pubco is 55, Griva Digeni, 3101, Limassol, Cyprus, and the telephone number of Pubco is +35722580040.

See “Explanatory Note” in this Report for additional information regarding Pubco and the Business Combination. Certain additional information about the Pubco is included in the Proxy

TABLE OF CONTENTS

Statement/Prospectus under the section titled “Information Related to Pubco” and is incorporated herein by reference. The material terms of the Transactions are described in the Proxy Statement/Prospectus under the section titled “Proposal No. 1 — The Business Combination Proposal,” which is incorporated herein by reference.

Pubco is subject to certain of the informational filing requirements of the Exchange Act. Since Pubco is a “foreign private issuer”, it is exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and the officers, directors and principal shareholders of Pubco are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act with respect to their purchase and sale of Pubco’s ordinary shares. In addition, Pubco is not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. public companies whose securities are registered under the Exchange Act. However, Pubco is required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that Pubco files with or furnishes electronically to the SEC.

The website address of Pubco is https://nexters.com. The information contained on the website does not form a part of, and is not incorporated by reference into, this Report.

Business Overview

Prior to the Transactions, Pubco did not conduct any material activities other than those incidental to its formation and the matters contemplated by the Business Combination Agreement, such as the making of certain required securities law filings. Upon the closing of the Transactions, Pubco became the direct parent of, and conducts its business through, the Company, a developer of mobile, web, and social games.

Information regarding the business of the Company is included in the Proxy Statement/Prospectus under the sections titled “Information Related to the Company” and “The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” which are incorporated herein by reference.

Organizational Structure

Upon the closing of the Transactions, the Company became a direct, wholly-owned subsidiary of Pubco. The organizational chart of Pubco is included on page 29 of the Proxy Statement/Prospectus and is incorporated herein by reference.

Property, Plants and Equipment

Information regarding the facilities of the Company is included in the Proxy Statement/Prospectus under the section titled “Information Related to the Company — Facilities” and is incorporated herein by reference.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Following and as a result of the Transactions, the business of Pubco is conducted through the Company, its direct, wholly-owned subsidiary.

The discussion and analysis of the financial condition and results of operations of the Company is included in the Proxy Statement/Prospectus under the section titled “The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”, which is incorporated herein by reference.

TABLE OF CONTENTS

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors and Senior Management

Information regarding the directors and executive officers of Pubco after the closing of the Business Combination is included in the Proxy Statement/Prospectus under the section titled “Management of Pubco Following the Proposed Transactions” and is incorporated herein by reference.

Compensation

Information regarding the compensation of the directors and executive officers of Pubco, including a summary of the employee share ownership plan (“ESOP”), to be administered by the Pubco board, is included in the Proxy Statement/Prospectus under the section titled “Director and Executive Compensation” and is incorporated herein by reference.

Board Practices

Information regarding the board of directors of Pubco is included in the Proxy Statement/Prospectus under the section titled “Management of Pubco Following the Proposed Transactions” and is incorporated herein by reference.

Employees

Following and as a result of the Transactions, the business of Pubco is conducted through the Company, its direct, wholly-owned subsidiary.

Information regarding the employees of the Company is included in the Proxy Statement/Prospectus under the section titled “Information Related to the Company — Employees” and is incorporated herein by reference.

Share Ownership

Information regarding the ownership of Pubco’s ordinary shares by our directors and executive officers is set forth in Item 7.A of this Report.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major Shareholders

The following table sets forth information relating to the beneficial ownership of Pubco’s ordinary shares as of the Closing Date by:

•

each person, or group of affiliated persons, known by us to beneficially own more than 5% of outstanding ordinary shares;

•

each of our directors;

•

each of our named executive officers; and

•

all of our directors and executive officers as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed above has sole voting and investment power with respect to such shares.

The percentage of Pubco’s ordinary shares beneficially owned is computed on the basis of 196,523,101 ordinary shares issued and outstanding on the Closing Date, after giving effect to the Transactions and the PIPE. The following table does not reflect record of beneficial ownership of any ordinary shares issuable upon exercise of Pubco’s warrants outstanding on the Closing Date.

TABLE OF CONTENTS

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them.

Beneficial Owners
Directors and Executive Officers
Andrey Fadeev	39,790,076	20.2%
Alexander Karavaev	—	—
Boris Gertsovskiy	39,790,076	20.2%
Dmitrii Bukhman(1)	37,200,700	18.9%
Igor Bukhman(1)	37,200,700	18.9%
Ivan Tavrin(2)	11,750,000	6.0%
Natasha Braginsky Mounier	—	—
Andrew Sheppard	—	—
All Pubco directors and executive officers as a group (8 individuals)	165,731,552	84.3%
Other 5% Shareholders
—	—	—

(1)

Represents 50% of the 74,401,400 Pubco ordinary shares directly held by Everix Investments Limited. Each of Dmitrii Bukhman and Igor Bukhman has a 50% indirect ownership interest in Everix Investments Limited. Consequently, each of Dmitrii Bukman and Igor Bukhman may be deemed to be the indirect beneficial owner of 50% of the Pubco ordinary shares held by Everix Investments Limited.

(2)

Reflects Pubco ordinary shares directly held by Kismet Sponsor Limited, as Sponsor. Ivan Tavrin is the sole owner of the Sponsor. Consequently, Mr. Tavrin may be deemed to share voting and dispositive control over the securities held by the Sponsor, and thus to share beneficial ownership of such securities.

Related Party Transactions

Information regarding certain related party transactions is included in the Proxy Statement/Prospectus under the section titled “Certain Relationships and Related Person Transactions” and is incorporated herein by reference.

Interests of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

Consolidated Statements and Other Financial Information

See Item 18 of this Report for consolidated financial statements and other financial information.

Following and as a result of the Transactions, the business of Pubco is conducted through the Company, its direct, wholly-owned subsidiary. Information regarding legal proceedings involving the Company is included in the Proxy Statement/Prospectus under the section titled “Information Related to the Company — Legal Proceedings” and is incorporated herein by reference.

Significant Changes

None.

TABLE OF CONTENTS

ITEM 9. THE OFFER AND LISTING

Offer and Listing Details

Nasdaq Listing of Pubco Ordinary Shares and Pubco Warrants

Pubco’s ordinary shares and Pubco’s warrants are listed on Nasdaq under the symbols GDEV and GDEVW, respectively. Holders of Pubco ordinary shares and Pubco warrants should obtain current market quotations for their securities. There can be no assurance that the Pubco ordinary shares and/or the Pubco warrants will remain listed on Nasdaq. If Pubco fails to comply with the Nasdaq listing requirements, the Pubco ordinary shares and/or the Pubco warrants could be delisted from Nasdaq. A delisting of the Pubco ordinary shares will likely affect their liquidity and could inhibit or restrict the ability of Pubco to raise additional financing.

Lock-up Agreements

Information regarding the lock-up restrictions applicable to the Pubco ordinary shares and Pubco warrants held by the Sponsor and certain key Company shareholders is included in the Proxy Statement/Prospectus under the section titled “Proposal No. 1 — The Business Combination Proposal — Ancillary Documents — Lock-Up Agreements” and is incorporated herein by reference.

Warrants

Upon the completion of the Transactions, there were 20,250,000 Pubco warrants outstanding, 12,500,000 of which represent publicly held warrants not subject to lock-up provisions. Each Pubco warrants entitles the holder to purchase one Pubco ordinary share at an exercise price of $11.50 per share, and will become exercisable 30 days after the completion of the Transactions. The Pubco warrants will expire five years after the completion of Transactions or earlier upon redemption or liquidation in accordance with their terms.

Plan of Distribution

Not applicable.

Markets

Pubco’s ordinary shares and Pubco’s warrants are listed on Nasdaq under the symbols GDEV and GDEVW, respectively. There can be no assurance that the Pubco ordinary shares and/or the Pubco warrants will remain listed on Nasdaq. If Pubco fails to comply with the Nasdaq listing requirements, the Pubco ordinary shares and/or the Pubco warrants could be delisted from Nasdaq. A delisting of the Pubco ordinary shares will likely affect their liquidity and could inhibit or restrict the ability of Pubco to raise additional financing.

Selling Shareholders

Not Applicable.

Dilution

Not applicable.

Expenses of the Issue

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

Share Capital

We are authorized to issue an unlimited number of Pubco ordinary shares of no par value.

TABLE OF CONTENTS

As of August 26, 2021, subsequent to the closing of the Transactions, there were 196,523,101 Pubco ordinary shares outstanding. Additionally, there were 20,250,000 Pubco warrants outstanding, each of which entitle the holder to purchase one Pubco ordinary share at an exercise price of $11.50 per share. Furthermore, options to purchase 120,000 Pubco ordinary shares at an exercise price of $10.00 per share were held by three of Kismet’s independent directors, which options vested upon the consummation of the Transactions.

Information regarding our share capital is included in the Proxy Statement/Prospectus under the section titled “Description of Pubco’s Securities” and is incorporated herein by reference.

Memorandum and Articles of Association

Information regarding certain material provisions of the articles of association of Pubco is included in the Proxy Statement/Prospectus under the section titled “Description of Pubco’s Securities” and is incorporated herein by reference.

Material Contracts

Information regarding certain material contracts is included in the Proxy Statement/Prospectus under the sections titled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement” and “Proposal No. 1 — The Business Combination Proposal — Ancillary Documents” which are incorporated herein by reference.

Exchange Controls

There are currently no exchange control regulations in the British Virgin Islands applicable to us or our shareholders.

Taxation

Information regarding certain U.S. tax consequences of owning and disposing of Ordinary Shares and Public Warrants is included in the Proxy Statement/Prospectus under the section titled “Proposal No. 1 — The Business Combination Proposal — U.S. Federal Income Tax Considerations” and is incorporated herein by reference.

Dividends and Paying Agents

Pubco has never declared or paid any cash dividends. Following the completion of the Transactions, Pubco’s board of directors will consider whether or not to institute a dividend policy. It is presently intended that Pubco will retain its earnings for use in business operations and, accordingly, it is not anticipated that Pubco’s board of directors will declare dividends in the foreseeable future. Pubco has not identified a paying agent.

Statement by Experts

The consolidated financial statements of Nexters Global Ltd. and its subsidiaries as of December 31, 2020 and 2019, and for each of the years in the two-year period ended December 31, 2020, have been incorporated by reference herein in reliance upon the report of JSC “KPMG”, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The financial statements for Kismet as of December 31, 2020 and for the year ended December 31, 2020 and for the period from June 3, 2020 (inception) through December 31, 2020 incorporated by reference herein have been audited by WithumSmith+Brown, PC, an independent registered public accounting firm, as set forth in their report thereon, and are incorporated by reference herein in reliance on such report given on the authority of such firm as an expert in accounting and auditing.

Documents on Display

Documents concerning Pubco referred to in this Report may be inspected at the principal executive offices of Pubco at 55, Griva Digeni, 3101, Limassol, Cyprus.

TABLE OF CONTENTS

Pubco is subject to certain of the informational filing requirements of the Exchange Act. Since Pubco is a “foreign private issuer”, it is exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and the officers, directors and principal shareholders of Pubco are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act with respect to their purchase and sale of Pubco ordinary shares. In addition, Pubco is not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. public companies whose securities are registered under the Exchange Act. However, Pubco is required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that Pubco files with or furnishes electronically to the SEC.

Subsidiary Information

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Following and as a result of the Transactions, the business of Pubco is conducted through the Company, its direct, wholly-owned subsidiary. Information regarding quantitative and qualitative disclosure about market risk is included in the Proxy Statement/Prospectus under the section titled “The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Qualitative and Quantitative Disclosures about Market Risk” and is incorporated herein by reference.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Information pertaining to Pubco’s warrants is set forth in the Proxy Statement/Prospectus under the section titled “Description of Pubco’s Securities — Warrants” and is incorporated herein by reference.

PART II

Not applicable.

PART III

ITEM 17. FINANCIAL STATEMENTS

See Item 18.

ITEM 18. FINANCIAL STATEMENTS

The audited financial statements of Kismet Acquisition One Corp are incorporated by reference to pages F-2 – F-28 in the Form F-4.

The audited consolidated financial statements of Nexters Global Ltd are incorporated by reference to pages F-30 – F-81 in the Form F-4.

The unaudited pro forma condensed combined financial statements of Kismet Acquisition One Corp and Nexters Global Ltd. are incorporated by reference to pages 187-198 in the Form F-4.

TABLE OF CONTENTS

ITEM 19. EXHIBITS

	Exhibit<br> <br><br> Number			Description
	1.1*			Amended and Restated Memorandum and Articles of Association of Pubco.
	2.1			Specimen Pubco ordinary share certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form F-4 (Reg. No. 333-257103), filed with the SEC on June 15, 2021).
	2.2			Specimen Pubco warrant (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form F-4 (Reg. No. 333-257103), filed with the SEC on June 15, 2021).
	2.3			Kismet Warrant Agreement, dated as of August 5, 2020, between Kismet and the Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form F-4 (Reg. No. 333-257103), filed with the SEC on June 15, 2021).
	2.4*			Assignment, Assumption and Amendment Agreement for Kismet’s outstanding warrants.
	2.5			Form of the existing Option Agreement (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form F-4 (Reg. No. 333-257103), filed with the SEC on June 15, 2021).
	2.6			Form of the Assignment, Assumption and Amendment Agreement for Kismet’s outstanding option agreements (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form F-4 (Reg. No. 333-257103), filed with the SEC on June 15, 2021).
	4.1			Business Combination Agreement, dated as of January 31, 2021, as it may be amended, by and among Kismet, Pubco, the Sponsor, solely in its capacity as Kismet’s representative, the Company, Fantina Holdings Limited, a private limited liability company domiciled in Cyprus, solely in its capacity as the Company Shareholders representative, and the shareholders of the Company party thereto (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form F-4 (Reg. No. 333-257103), filed with the SEC on June 15, 2021).
	4.2			Amendment No. 1 to Business Combination Agreement, dated as of July 17, 2021, by and among Kismet, the Sponsor, solely in its capacity as Kismet’s representative, Pubco, the Company, Fantina Holdings Limited, solely in its capacity as the Company Shareholders representative and the shareholders of the Company party thereto (incorporated by reference to Exhibit 2.2 to Amendment No. 2 to the Registration Statement on Form F-4 (Reg. No. 333-257103), filed with the SEC on July 28, 2021).
	4.3*			Amendment No. 2 to Business Combination Agreement, dated as of August 11, 2021, by and among Kismet, the Sponsor, solely in its capacity as Kismet’s representative, Pubco, the Company, Fantina Holdings Limited, solely in its capacity as the Company Shareholders representative and the shareholders of the Company party thereto.
	4.4			A&R Forward Purchase Agreement, dated as of January 31, 2021, by and among Kismet Acquisition One Corp, Kismet Sponsor Limited, and Pubco (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form F-4 (Reg. No. 333-257103), filed with the SEC on June 15, 2021).
	4.5*†			Registration Rights Agreement, by and among Pubco and the other parties thereto.
	4.6*†			Lockup Agreement, between Pubco and the other parties thereto.
	4.7*			Lock-up Agreement, between Pubco and Kismet Sponsor Limited.
	4.8			Form of Subscription Agreement (incorporated by reference to Exhibit 10.7 to Amendment No. 2 to the Registration Statement on Form F-4 (Reg. No. 333-257103), filed with the SEC on July 28, 2021).
	4.9*			Form of Director and Officer Indemnification Agreement.
	8.1*			Subsidiaries of Pubco.
	15.1*			Consent of JSC “KPMG”.
	15.2*			Consent of WithumSmith+Brown, PC.

TABLE OF CONTENTS

(*)

Filed herewith

(†)

Certain identified confidential information has been redacted from this exhibit because disclosure of that information would constitute a clearly unwarranted invasion of personal privacy.

TABLE OF CONTENTS

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.

				NEXTERS INC.
	Date: August 27, 2021			By:<br><br> <br>/s/Andrey Fadeev<br><br> <br><br><br> <br><br><br> <br>Name: Andrey Fadeev<br> <br><br> Title: Chief Executive Officer

Exhibit 1.1

Territory of the British Virgin Islands<br><br> <br><br><br> <br>The BVI Business Companies Act, 2004<br><br> <br>****
	**<br><br> <br>memorandum and articles of association OF Nexters Inc.<br><br> <br><br><br> <br>Incorporated as a BVI Business Company on 27th day of January 2021<br><br> <br><br><br> <br>Amended and Restated on 21st day of May 2021<br><br> <br><br><br> <br>Amended and Restated on 19th day of August 2021**

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT 2004

MEMORANDUM OF ASSOCIATION

Nexters Inc.

A COMPANY LIMITED BY SHARES

1	NAME

The name of the Company is Nexters Inc..

2	STATUS

The Company shall be a company limited by shares.

3	REGISTERED OFFICE AND REGISTERED AGENT
1.1	The first registered office of the Company is at Ritter House, Wickhams Cay II, PO Box 3170, Road Town,<br>Tortola VG1110, British Virgin Islands, the office of the first registered agent.
---	---
1.2	The first registered agent of the Company is Ogier Global (BVI) Limited of Ritter House, Wickhams Cay<br>II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands.
---	---
3.1	The Company may change its registered office or registered agent by a Resolution of Directors or a Resolution<br>of Members. The change shall take effect upon the Registrar registering a notice of change filed under section 92 of the Act.
---	---
4	CAPACITY AND POWER
---	---
4.1	The Company has, subject to the Act and any other British Virgin Islands legislation for the time being<br>in force, irrespective of corporate benefit:
---	---
(a)	full capacity to carry on or undertake any business or activity, do any act or enter into any transaction;<br>and
---	---
(b)	for the purposes of paragraph (a), full rights, powers and privileges.
---	---
4.2	There are, subject to Clause 4.1, no limitations on the business that the Company may carry on.
---	---

5	NUMBER AND CLASSES OF SHARES
5.1	The Company is authorised to issue an unlimited number of ordinary shares of no par value (OrdinaryShares).
---	---
5.2	The Company may at the discretion of the Board of Directors, but shall not otherwise be obliged to, issue<br>fractional Shares or round up or down fractional holdings of Shares to its nearest whole number and a fractional Share (if authorised<br>by the Board of Directors) may have the corresponding fractional rights, obligations and liabilities of a whole share of the same class<br>or series of shares.
---	---
6	DESIGNATIONS POWERS AND PREFERENCES OF SHARES
---	---
6.1	Each Ordinary Share in the Company confers upon the Member (unless waived by such Member):
---	---
(a)	the right to one vote at a meeting of the Members of the Company or on any Resolution of Members;
---	---
(b)	the right to be redeemed on an Automatic Redemption Event in accordance with Regulation 24.2 or pursuant<br>to either a Tender Redemption Offer or Redemption Offer in accordance with Regulation 24.5 or pursuant to an Amendment Redemption Event<br>in accordance with Regulation 24.11;
---	---
(c)	the right to an equal share with each other Ordinary Share in any dividend paid by the Company; and
---	---
(d)	subject to satisfaction of and compliance with Regulation 24, the right to an equal share with each other<br>Ordinary Share in the distribution of the surplus assets of the Company on its liquidation provided that in the event that the Company<br>enters liquidation prior to or without having consummated a Business Combination then, in such circumstances, in the event any surplus<br>assets (Residual Assets) of the Company remain following the Company’s having complied with its applicable obligations to<br>redeem Public Shares and distribute the funds held in the Trust Account in respect of such redemptions pursuant to Regulation 24, the<br>Public Shares shall not have any right to receive any share of those Residual Assets which are held outside the Trust Account and such<br>Residual Assets shall be distributed (on a pro rata basis) only in respect of those Ordinary Shares that are not Public Shares.
---	---
6.2	The Company may, at the discretion of the directors acting by Supermajority Resolution of Directors redeem,<br>purchase or otherwise acquire all or any of the Shares in the Company subject to Regulation 6 of the Articles.
---	---
6.3	The Directors have the authority and the power by Supermajority Resolution of Directors:
---	---
(a)	to authorise and create additional classes of shares, subject to the rules of the Designated Stock<br>Exchange; and
---	---
(b)	to fix the designations, powers, preferences, rights, qualifications, limitations and restrictions, if<br>any, appertaining to any and all classes of shares that may be authorised to be issued under this Memorandum.
---	---

7	VARIATION OF RIGHTS

Subject always to the limitations set out in Clause 11 in respect of amendments to the Memorandum and Articles, the rights attached to the Ordinary Shares as specified in Clause 6.1 may only, whether or not the Company is being wound up, be varied (a) prior to any Business Combination by a resolution passed by the holders of not less than sixty-five percent (65%) of votes of the Ordinary Shares present and voting at a duly convened and constituted meeting of the holders of Ordinary Shares, or (b) following the consummation of a Business Combination, by a resolution passed at a meeting by the holders of more than fifty percent (50%) of the Ordinary Shares present at a duly convened and constituted meeting of the Members of the Company holding Ordinary Shares which were present at the meeting and voted unless otherwise provided by the terms of issue of such class; provided that prior to the Business Combination any proposed variation that has to be approved under this Clause 7 shall also be subject to, and may only be adopted in compliance with, Regulation 24.11 of the Articles.

8	RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU

The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.

9	REGISTERED SHARES
9.1	The Company shall issue registered shares only.
---	---
9.2	The Company is not authorised to issue bearer shares, convert registered shares to bearer shares or exchange<br>registered shares for bearer shares.
---	---
10	TRANSFER OF SHARES
---	---

A Share may be transferred in accordance with Regulation 4 of the Articles.

11	AMENDMENT OF MEMORANDUM AND ARTICLES
11.1	The Company may amend its Memorandum or Articles by a Supermajority Resolution of Directors or, with the<br>prior approval of the Directors contained in a Supermajority Resolution of Directors, by a Resolution of Members, save that no amendment<br>may be made by a Supermajority Resolution of Directors:
---	---
(a)	to restrict the rights or powers of the Members to amend the Memorandum or Articles;
---	---
(b)	to change the percentage of Members required to pass a Resolution of Members to amend the Memorandum or<br>Articles;
---	---
(c)	in circumstances where the Memorandum or Articles cannot be amended by the Members;
---	---
(d)	to change Clauses 7 or 8, or this Clause 11; or
---	---
(e)	to Regulations 23 or 24 prior to the Business Combination that might modify the substance or timing of<br>the obligation of the Company to redeem the Public Shares pursuant to Regulation 24.2 in the event that the Company does consummate a<br>Business Combination by the Termination Date.
---	---

11.2	Notwithstanding Clause 11.1, no amendment may be made to the Memorandum or Articles to amend this Clause<br>11.2 or Regulation 24 prior to the Business Combination that might modify the substance or timing of the obligation of the Company to<br>redeem the Public Shares in the event that the Company does consummate a Business Combination by the Termination Date unless the holders<br>of the Public Shares are provided with the opportunity to redeem their Public Shares upon the approval of any such amendment in the manner<br>and for the price as set out in Regulation 24.11.
11.3	Following the consummation of a Business Combination, the directors of the Company may, by Supermajority<br>Resolution of Directors, amend these Memorandum and Articles of Association to remove any provisions that have ceased to have effect in<br>accordance with their terms and to make any necessary conforming<br>changes throughout, provided that no such changes shall effect the remaining rights attaching to any Shares.
---	---
12	DEFINITIONS AND INTERPRETATION
---	---
12.1	In this Memorandum of Association and the attached Articles of Association, if not inconsistent with the<br>subject or context:
---	---
(a)	Act means the BVI Business Companies Act, 2004 (as amended) and includes the regulations made under<br>the Act;
---	---
(b)	Affiliate means, with respect to any specified person, any other person that, at the time of determination,<br>directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified<br>person; provided that no Member shall be deemed an Affiliate of any other Member solely by reason of their investment in the Company;<br>provided further that any person that, directly or indirectly through one or more intermediaries is Controlled by any or both of Dmitrii<br>Bukhman and Igor Bukhman (including due to their joint Control of equity in such person) shall be regarded as being an Affiliate of each<br>of Dmitrii Bukhman and Igor Bukhman and of Everix or its successor in interest;
---	---
(c)	AGM means an annual general meeting of the Members;
---	---
(d)	Articles means the attached Articles of Association of the Company;
---	---
(e)	Board of Directors means the board of directors of the Company;
---	---
(f)	Business Combination means the initial acquisition by the Company, whether through an acquisition<br>of shares or assets, share exchange, share reconstruction and amalgamation, contractual control arrangement, a purchase of all or substantially<br>all of the assets of, or any other similar business combination with, a Target Business at Fair Value;
---	---
(g)	Business Days means a day other than a Saturday or Sunday or any other day on which commercial<br>banks in New York are required or are authorised to be closed for business;
---	---
(h)	Business Plan means the business plan of the Group as adopted by the Directors by Supermajority<br>Resolution of Directors;
---	---
(i)	Chairman means a person who is appointed as chairman to preside at a meeting of the Company and<br>Chairman of the Board means a person who is appointed as chairman to preside at a meeting of the Board of Directors of the Company,<br>in each case, in accordance with the Articles;
---	---
(j)	Control or Controlled means, as for any person, the possession, directly or indirectly,<br>of the power to direct or cause the direction of the management and policies of such person by another person or group of persons, whether<br>through the ownership of voting securities, by contract or otherwise;
---	---

(k)	Designated Stock Exchange means the Over-the-Counter Bulletin Board, the Global Select Market,<br>Global Market or the Capital Market of the NASDAQ Stock Market LLC, the NYSE American or the New York Stock Exchange, as applicable; provided,<br>however, that until the Shares are listed on any such Designated Stock Exchange, the rules of such Designated Stock Exchange shall be<br>inapplicable to the Company and this Memorandum or the Articles;
(l)	Director means any director of the Company, from time to time;
---	---
(m)	Distribution in relation to a distribution by the Company means the direct or indirect transfer<br>of an asset, other than Shares, to or for the benefit of a Member in relation to Shares held by a Member, and whether by means of a purchase<br>of an asset, the redemption or other acquisition of Shares, a distribution of indebtedness or otherwise, and includes a dividend;
---	---
(n)	Eligible Person means individuals, corporations, trusts, the estates of deceased individuals, partnerships<br>and unincorporated associations of persons;
---	---
(o)	Enterprise means the Company and any other corporation, constituent corporation (including any<br>constituent of a constituent) absorbed in a consolidation or merger to which any Group Company is a party, limited liability company,<br>partnership, joint venture, trust, employee benefit plan or other enterprise of which an Indemnitee is or was serving at the request of<br>the Company as a Director, Officer, trustee, general partner, managing member, fiduciary, employee or agent;
---	---
(p)	Everix means Everix Investments Limited;
---	---
(q)	Fair Value means a value at least equal to 80% of the balance in the Trust Account (excluding any<br>deferred underwriting commissions and any taxes payable, if any, on the income earned on the Trust Account balance) at the time of the<br>execution of a definitive agreement for a Business Combination;
---	---
(r)	FG means, collectively, Mr Andrey Fadeev and Mr Boris Gertsovskiy;
---	---
(s)	Group means the Company and its consolidated subsidiaries, from time to time, taken as a whole,<br>and "Group Companies" shall be construed accordingly;
---	---
(t)	Indemnitee means any person detailed in sub regulations (a) and (b) of Regulation 15;
---	---
(u)	Independent Director means a Director considered as an “independent director” within<br>the meaning of the rules of the Designated Stock Exchange on which the Ordinary Shares are listed;
---	---
(v)	Initial Holding means, with respect to Everix and FG separately, the number of Shares held by that<br>party immediately after the issuance of Shares as a part of the closing of the Relevant Business Combination, as adjusted for any subsequent<br>share splits (and, for the avoidance of doubt, the Shares held by FG shall be the aggregate amount of Shares held by Mr Andrey Fadeev<br>and Mr Boris Gertsovskiy);
---	---
(w)	Member means an Eligible Person whose name is entered in the share register of the Company as the<br>holder of one or more Shares or fractional Shares;
---	---
(x)	Memorandum means this Memorandum of Association of the Company;
---	---

(y)	Officer means any officer of the Company, from time to time;
(z)	Ordinary Shares has the meaning ascribed to it in Clause 5.1;
---	---
(aa)	Relevant Business Combination means the Business Combination approved at the extraordinary general<br>meeting of the Members of the Company held on 18 August 2021;
---	---
(bb)	Relevant Business Combination Agreement means the business combination agreement entered into on<br>January 31, 2021 by and among: Kismet Acquisition One Corp., Kismet Sponsor Limited, solely in its capacity as the Purchaser Representative,<br>Nexters Inc., Nexters Global Ltd., Fantina Holdings Limited, solely in its capacity as the Company Shareholders Representative, and the<br>shareholders of the Company set forth on the signature pages thereto.
---	---
(cc)	relevant system means a relevant system for the holding and transfer of shares in uncertificated<br>form;
---	---
(dd)	Resolution of Directors means either:
---	---
(i)	Subject to sub-paragraph (ii) below, a resolution approved at a duly convened and constituted meeting<br>of Directors of the Company or of a committee of Directors of the Company by the affirmative vote of a majority of the Directors present<br>at the meeting who voted except that where a Director is given more than one vote, he shall be counted by the number of votes he casts<br>for the purpose of establishing a majority; or
---	---
(ii)	a resolution consented to in writing by a majority of the Directors or by a majority of the members of<br>a committee of Directors of the Company, as the case may be, except that where a Director is given more than one vote, he shall be counted<br>by the number of votes he casts for the purpose of establishing a majority;
---	---
(ee)	Resolution of Members means a resolution approved at a duly convened and constituted meeting of<br>the Members of the Company by the affirmative vote of a majority of the votes of the Shares entitled to vote thereon which were present<br>at the meeting and were voted;
---	---
(ff)	Revenue means most recent IFRS-reported annual revenue of the Group;
---	---
(gg)	Seal means any seal which has been duly adopted as the common seal of the Company;
---	---
(hh)	SEC means the United States Securities and Exchange Commission;
---	---
(ii)	Securities means Shares, other securities and debt obligations of every kind of the Company, and<br>including without limitation options, warrants, rights to receive Shares or other securities or debt obligations;
---	---
(jj)	Share means a share issued or to be issued by the Company and Shares shall be construed<br>accordingly;
---	---
(kk)	Strategy means the strategy of the Group as adopted by the Directors by Supermajority Resolution<br>of Directors;
---	---

(ll)	Supermajority Resolution of Directors means either:
(i)	Subject to sub-paragraph (ii) below, a resolution approved at a duly convened and constituted meeting<br>of Directors of the Company by the affirmative vote of the entire Board of Directors or the entire Board of Directors minus one Director;<br>or
---	---
(ii)	a resolution consented to in writing by the entire Board of Directors or the entire Board of Directors<br>minus one Director,
---	---

provided that where pursuant to Regulation 9.14 or Regulation 14.3 the Board of Directors determines that a Director has an interest in a transaction, such Director shall be excluded from the concept of the “entire Board of Directors” for purposes of interpreting the foregoing sub-paragraphs (i) and (ii);

(mm)	Target Business means any businesses or entity with whom the Company wishes to undertake a Business<br>Combination;
(nn)	Treasury Share means a Share that was previously issued but was repurchased, redeemed or otherwise<br>acquired by the Company and not cancelled;
---	---
(oo)	written or any term of like import includes information generated, sent, received or stored by<br>electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic means, including electronic data interchange,<br>electronic mail, telegram, telex or telecopy, and "in writing" shall be construed accordingly.
---	---
12.2	In the Memorandum and the Articles, unless the context otherwise requires a reference to:
---	---
(a)	a Regulation is a reference to a regulation of the Articles;
---	---
(b)	a Clause is a reference to a clause of the Memorandum;
---	---
(c)	voting by Member is a reference to the casting of the votes attached to the Shares held by the Member<br>voting;
---	---
(d)	the Act, the Memorandum or the Articles is a reference to the Act or those documents as amended; and
---	---
(e)	the singular includes the plural and vice versa.
---	---
12.3	Any words or expressions defined in the Act unless the context otherwise requires bear the same meaning<br>in the Memorandum and Articles unless otherwise defined herein.
---	---
12.4	Headings are inserted for convenience only and shall be disregarded in interpreting the Memorandum and<br>Articles.
---	---

We, Ogier Global (BVI) Limited of Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands, for the purpose of incorporating a BVI business company under the laws of the British Virgin Islands hereby sign this Memorandum of Association.

Dated the 27th day of January 2021

Incorporator

Signed for and on behalf of Ogier Global(BVI) Limited of Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands
SGD: Toshra Glasgow
---
Signature of authorised signatory
Toshra Glasgow
Print name

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT 2004

ARTICLES OF ASSOCIATION

Nexters Inc.

A COMPANYLIMITED BY SHARES

1	REGISTERED SHARES
1.1	Every Member is entitled to a certificate signed by a Director of the Company or under the Seal specifying<br>the number of Shares held by him and the signature of the Director and the Seal may be facsimiles.
---	---
1.2	Any Member receiving a certificate shall indemnify and hold the Company and its Directors and officers<br>harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation made by any<br>person by virtue of the possession thereof. If a certificate for Shares is worn out or lost it may be renewed on production of the worn<br>out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a Resolution of Directors.
---	---
1.3	If several Eligible Persons are registered as joint holders of any Shares, any one of such Eligible Persons<br>may give an effectual receipt for any Distribution.
---	---
1.4	Nothing in these Articles shall require title to any Shares or other Securities to be evidenced by a certificate<br>if the Act and the rules of the Designated Stock Exchange permit otherwise.
---	---
1.5	Subject to the Act and the rules of the Designated Stock Exchange, the Board of Directors without<br>further consultation with the holders of any Shares or Securities may resolve that any class or series of Shares or other Securities in<br>issue or to be issued from time to time may be issued, registered or converted to uncertificated form and the practices instituted by<br>the operator of the relevant system. No provision of these Articles will apply to any uncertificated shares or Securities to the extent<br>that they are inconsistent with the holding of such shares or securities in uncertificated form or the transfer of title to any such shares<br>or securities by means of a relevant system.
---	---
1.6	Conversion of Shares held in certificated form into Shares held in uncertificated form, and vice versa,<br>may be made in such manner as the Board of Directors, in its absolute discretion, may think fit (subject always to the requirements of<br>the relevant system concerned). The Company or any duly authorised transfer agent shall enter on the register of members how many Shares<br>are held by each member in uncertificated form and certificated form and shall maintain the register of members in each case as is required<br>by the relevant system concerned. Notwithstanding any provision of these Articles, a class or series of Shares shall not be treated as<br>two classes by virtue only of that class or series comprising both certificated shares and uncertificated shares or as a result of any<br>provision of these Articles which applies only in respect of certificated shares or uncertificated shares.
---	---
1.7	Nothing contained in Regulation 1.5 and 1.6 is meant to prohibit the Shares from being able to trade electronically.
---	---

2	SHARES
2.1	Subject to the provisions of these Articles and, where applicable, the rules of the Designated Stock<br>Exchange, the unissued Shares of the Company shall be at the disposal of the Directors and Shares and other Securities may be issued and<br>options to acquire Shares or other Securities may be granted at such times, to such Eligible Persons, for such consideration and on such<br>terms as the Directors may by Resolution of Directors determine.
---	---
2.2	Notwithstanding the provisions of Regulation 2.1, where the Directors propose to issue Shares with an<br>aggregate value greater than 5% of the Revenue (whether to a single investor or to multiple investors, and whether in a single transaction<br>or a series of related transactions), a Supermajority Resolution of Directors shall be required to approve such issuance, save where such<br>issuance has been previously approved in the Strategy or the Business Plan.
---	---
2.3	Section 46 of the Act does not apply to the Company.
---	---
2.4	A Share may be issued for consideration in any form, including but not limited to money, a promissory<br>note, real property, personal property (including goodwill and know-how), or a contract for future services.
---	---
2.5	No Shares may be issued for a consideration other than money, unless a Resolution of Directors has been<br>passed stating:
---	---
(a)	the amount to be credited for the issue of the Shares; and
---	---
(b)	that, in their opinion, the present cash value of the non-money consideration for the issue is not less<br>than the amount to be credited for the issue of the Shares.
---	---
2.6	The Company shall keep a register (the share register) containing:
---	---
(a)	the names and addresses of the persons who hold Shares;
---	---
(b)	the number of each class and series of Shares held by each Member;
---	---
(c)	the date on which the name of each Member was entered in the share register; and
---	---
(d)	the date on which any Eligible Person ceased to be a Member.
---	---
2.7	The share register may be in any such form as the Directors may approve, but if it is in magnetic, electronic<br>or other data storage form, the Company must be able to produce legible evidence of its contents. Until the Directors otherwise determine,<br>the magnetic, electronic or other data storage form shall be the original share register.
---	---
2.8	A Share is deemed to be issued when the name of the Member is entered in the share register.
---	---
2.9	Subject to the provisions of the Act, Shares may be issued on the terms that they are redeemable, or at<br>the option of the Company be liable to be redeemed on such terms and in such manner as the Directors before or at the time of the issue<br>of such Shares may determine. The Directors may issue options, warrants, rights or convertible securities or securities or a similar nature<br>conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or Securities on such terms as<br>the Directors may from time to time determine.
---	---

3	FORFEITURE
3.1	Shares that are not fully paid on issue are subject to the forfeiture provisions set forth in this Regulation<br>and for this purpose Shares issued for a promissory note or a contract for future services are deemed to be not fully paid.
---	---
3.2	A written notice of call specifying the date for payment to be made shall be served on the Member who<br>defaults in making payment in respect of the Shares.
---	---
3.3	The written notice of call referred to in Regulation 3.2 shall name a further date not earlier than the<br>expiration of 14 days from the date of service of the notice on or before which the payment required by the notice is to be made and shall<br>contain a statement that in the event of non-payment at or before the time named in the notice the Shares, or any of them, in respect<br>of which payment is not made will be liable to be forfeited.
---	---
3.4	Where a written notice of call has been issued pursuant to Regulation 3.2 and the requirements of the<br>notice have not been complied with, the Directors may, at any time before tender of payment, forfeit and cancel the Shares to which the<br>notice relates.
---	---
3.5	The Company is under no obligation to refund any moneys to the Member whose Shares have been cancelled<br>pursuant to Regulation 3.4 and that Member shall be discharged from any further obligation to the Company.
---	---
4	TRANSFER OF SHARES
---	---
4.1	Subject to the Memorandum, certificated shares may be transferred by a written instrument of transfer<br>signed by the transferor and containing the name and address of the transferee, which shall be sent to the Company for registration. A<br>member shall be entitled to transfer uncertificated shares by means of a relevant system and the operator of the relevant system shall<br>act as agent of the Members for the purposes of the transfer of such uncertificated shares.
---	---
4.2	The transfer of a Share is effective when the name of the transferee is entered on the share register.
---	---
4.3	If the Directors of the Company are satisfied that an instrument of transfer relating to Shares has been<br>signed but that the instrument has been lost or destroyed, they may resolve by Resolution of Directors:
---	---
(a)	to accept such evidence of the transfer of Shares as they consider appropriate; and
---	---
(b)	that the transferee's name should be entered in the share register notwithstanding the absence of the<br>instrument of transfer.
---	---
4.4	Subject to the Memorandum, the personal representative of a deceased Member may transfer a Share even<br>though the personal representative is not a Member at the time of the transfer.
---	---

5	DISTRIBUTIONS
5.1	The Directors of the Company may, by Supermajority Resolution of Directors, adopt or amend a dividend<br>policy for the Company.
---	---
5.2	The Directors of the Company may, by Supermajority Resolution of Directors, authorise a distribution at<br>a time and of an amount they think fit if they are satisfied, on reasonable grounds, that, immediately after the distribution, the value<br>of the Company's assets will exceed its liabilities and the Company<br>will be able to pay its debts as and when they fall due.
---	---
5.3	Dividends may be paid in money, shares, or other property as the Supermajority Resolution of Directors<br>may state.
---	---
5.4	The Company may, by Supermajority Resolution of Directors, from time to time pay to the Members such interim<br>dividends as appear to the Directors to be justified by the profits of the Company, provided always that they are satisfied, on reasonable<br>grounds, that, immediately after the distribution, the value of the Company's assets will exceed its liabilities and the Company will<br>be able to pay its debts as and when they fall due.
---	---
5.5	Notice in writing of any dividend that may have been declared shall be given to each Member in accordance<br>with Regulation 21 and all dividends unclaimed for three years after such notice has been given to a Member may be forfeited by Supermajority<br>Resolution of Directors for the benefit of the Company.
---	---
5.6	No dividend shall bear interest as against the Company.
---	---
6	REDEMPTION OF SHARES AND TREASURY SHARES
---	---
6.1	The Company may purchase, redeem or otherwise acquire and hold its own Shares save that the Company may<br>not purchase, redeem or otherwise acquire its own Shares without the consent of the Member whose Shares are to be purchased, redeemed<br>or otherwise acquired unless the Company is permitted or required by the Act or any other provision in the Memorandum or Articles to purchase,<br>redeem or otherwise acquire the Shares without such consent.
---	---
6.2	The purchase, redemption or other acquisition by the Company of its own Shares is deemed not to be a distribution<br>where:
---	---
(a)	the Company purchases, redeems or otherwise acquires the Shares pursuant to a right of a Member to have<br>his Shares redeemed or to have his shares exchanged for money or other property of the Company, or
---	---
(b)	the Company purchases, redeems or otherwise acquires the Shares by virtue of the provisions of section<br>176 or 179 of the Act.
---	---
6.3	Sections 60, 61 and 62 of the Act shall not apply to the Company.
---	---
6.4	Shares that the Company purchases, redeems or otherwise acquires pursuant to this Regulation may be cancelled<br>or held as Treasury Shares except to the extent that such Shares are in excess of 50 percent of the issued Shares in which case they shall<br>be cancelled but they shall be available for reissue.
---	---
6.5	All rights and obligations attaching to a Treasury Share are suspended and shall not be exercised by the<br>Company while it holds the Share as a Treasury Share.
---	---
6.6	Treasury Shares may be disposed of by the Company on such terms and conditions (not otherwise inconsistent<br>with the Memorandum and Articles (including, without limitation, the provisions of Regulation 2.2 of the Articles)) as the Company may<br>by Resolution of Directors determine.
---	---
6.7	Where Shares are held by another body corporate of which the Company holds, directly or indirectly, shares<br>having more than 50 per cent of the votes in the election of Directors of the other body corporate, all rights<br>and obligations attaching to the Shares held by the other body corporate are suspended and shall not be exercised by the other body corporate.
---	---

7	MORTGAGES AND CHARGES OF SHARES
7.1	Unless a Member agrees otherwise, a Member may by an instrument in writing mortgage or charge his Shares.
---	---
7.2	There shall be entered in the share register at the written request of the Member:
---	---
(a)	a statement that the Shares held by him are mortgaged or charged;
---	---
(b)	the name of the mortgagee or chargee; and
---	---
(c)	the date on which the particulars specified in subparagraphs (a) and (b) are entered in the<br>share register.
---	---
7.3	Where particulars of a mortgage or charge are entered in the share register, such particulars may be cancelled:
---	---
(a)	with the written consent of the named mortgagee or chargee or anyone authorised to act on his behalf;<br>or
---	---
(b)	upon evidence satisfactory to the Directors of the discharge of the liability secured by the mortgage<br>or charge and the issue of such indemnities as the Directors shall consider necessary or desirable.
---	---
7.4	Whilst particulars of a mortgage or charge over Shares are entered in the share register pursuant to this<br>Regulation:
---	---
(a)	no transfer of any Share the subject of those particulars shall be effected;
---	---
(b)	the Company may not purchase, redeem or otherwise acquire any such Share; and
---	---
(c)	no replacement certificate shall be issued in respect of such Shares,
---	---

without the written consent of the named mortgagee or chargee.

8	MEETINGS AND CONSENTS OF MEMBERS
8.1	Any Director of the Company may convene meetings of the Members at such times and in such manner and places<br>within or outside the British Virgin Islands as the Director considers necessary or desirable. An AGM shall be held annually at such date<br>and time as may be determined by the Directors. A meeting of the Members of the Company may, at the discretion of the Director calling<br>the meeting, be held virtually.
---	---
8.2	Upon the written request of the Members entitled to exercise 30 percent or more of the voting rights in<br>respect of the matter for which the meeting is requested the Directors shall convene a meeting of Members.
---	---
8.3	The Director convening a meeting of Members shall give not less than 30 nor more than 60 days' written<br>notice of such meeting to:
---	---
(a)	those Members whose names on the date the notice is given appear as Members in the share register of the<br>Company and are entitled to vote at the meeting; and
---	---
(b)	the other Directors.
---	---

8.4	The Director convening a meeting of Members shall fix in the notice of the meeting the record date for<br>determining those Members that are entitled to vote at the meeting.
8.5	A meeting of Members held in contravention of the requirement to give notice is valid if Members holding<br>at least 80 per cent of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and,<br>for this purpose, the presence of a Member at the meeting shall constitute waiver in relation to all the Shares which that Member holds.
---	---
8.6	The inadvertent failure of a Director who convenes a meeting to give notice of a meeting to a Member or<br>another Director, or the fact that a Member or another Director has not received notice, does not invalidate the meeting.
---	---
8.7	A Member may be represented at a meeting of Members by a proxy who may speak and vote on behalf of the<br>Member.
---	---
8.8	The instrument appointing a proxy shall be produced before the time for holding the meeting at which the<br>person named in such instrument proposes to vote.
---	---
8.9	The instrument appointing a proxy shall be in substantially the following form or such other form as the<br>chairman of the meeting shall accept as properly evidencing the wishes of the Member appointing the proxy.
---	---

[Company name]

I/We being a Member of the above Company HEREBY APPOINT ……………………………………………………………………………..…… of ……………………………………...……….…………..………… or failing him …..………………………………………………….…………………….. of ………………………………………………………..…..…… to be my/our proxy to vote for me/us at the meeting of Members to be held on the …… day of …………..…………, 20…… and at any adjournment thereof.

(Any restrictions on voting to be inserted here.)

Signed this …… day of …………..…………, 20……

……………………………

Member

8.10	The following applies where Shares are jointly owned:
(a)	if two or more persons hold Shares jointly each of them may be present in person or by proxy at a meeting<br>of Members and may speak as a Member;
---	---
(b)	if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners;<br>and
---	---
(c)	if two or more of the joint owners are present in person or by proxy they must vote as one and in the<br>event of disagreement between any of the joint owners of Shares then the vote of the joint owner whose name appears first (or earliest)<br>in the share register in respect of the relevant Shares shall be recorded as the vote attributable to the Shares.
---	---

8.11	A Member shall be deemed to be present at a meeting of Members if he participates by telephone or other<br>electronic means and all Members participating in the meeting are able to hear one another.
8.12	A meeting of Members is duly constituted if, at the commencement of the meeting, there are present in<br>person or by proxy not less than 50 per cent of the votes of the Shares entitled to vote on Resolutions of Members to be considered at<br>the meeting. If the Company has two or more classes of shares, a meeting may be quorate for some purposes and not for others. A quorum<br>may comprise a single Member or proxy and then such person may pass a Resolution of Members and a certificate signed by such person accompanied<br>where such person holds a proxy by a copy of the proxy instrument shall constitute a valid Resolution of Members.
---	---
8.13	If within two hours from the time appointed for the meeting of Members, a quorum is not present, the meeting,<br>at the discretion of the Chairman of the Board of Directors shall either be dissolved or stand adjourned to a business day in the jurisdiction<br>in which the meeting was to have been held at the same time and place, and if at the adjourned meeting there are present within one hour<br>from the time appointed for the meeting in person or by proxy not less than one third of the votes of the Shares entitled to vote or each<br>class or series of Shares entitled to vote, as applicable, on the matters to be considered by the meeting, those present shall constitute<br>a quorum but otherwise the meeting shall either be dissolved or stand further adjourned at the discretion of the Chairman of the Board<br>of Directors.
---	---
8.14	At every meeting of Members, the Chairman of the Board shall preside as chairman of the meeting. If there<br>is no Chairman of the Board or if the Chairman of the Board is not present at the meeting, the Members present shall choose one of their<br>number to be the chairman. If the Members are unable to choose a chairman for any reason, then the person representing the greatest number<br>of voting Shares present in person or by proxy at the meeting shall preside as chairman failing which the oldest individual Member or<br>representative of a Member present shall take the chair.
---	---
8.15	The person appointed as chairman of the meeting pursuant to Regulation 8.14 may adjourn any meeting from<br>time to time, and from place to place. For the avoidance of doubt, a meeting can be adjourned for as many times as may be determined to<br>be necessary by the chairman and a meeting may remain open indefinitely for as long a period as may be determined by the chairman.
---	---
8.16	At any meeting of the Members the chairman of the meeting is responsible for deciding in such manner as<br>he considers appropriate whether any resolution proposed has been carried or not and the result of his decision shall be announced to<br>the meeting and recorded in the minutes of the meeting. If the chairman has any doubt as to the outcome of the vote on a proposed resolution,<br>he shall cause a poll to be taken of all votes cast upon such resolution. If the chairman fails to take a poll then any Member present<br>in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement<br>demand that a poll be taken and the chairman shall cause a poll to be taken. If a poll is taken at any meeting, the result shall be announced<br>to the meeting and recorded in the minutes of the meeting.
---	---
8.17	Subject to the specific provisions contained in this Regulation for the appointment of representatives<br>of Members other than individuals the right of any individual to speak for or represent a Member shall be determined by the law of the<br>jurisdiction where, and by the documents by which, the Member is constituted or derives its existence. In case of doubt, the Directors<br>may in good faith seek legal advice and unless and until a court of competent jurisdiction shall otherwise rule, the Directors may rely<br>and act upon such advice without incurring any liability to any Member or the Company.
---	---
8.18	Any Member other than an individual may by resolution of its Directors or other governing body authorise<br>such individual as it thinks fit to act as its representative at any meeting of Members or of any class of Members, and the individual<br>so authorised shall be entitled to exercise the same rights on behalf of the Member which he represents as that Member could exercise<br>if it were an individual.
---	---

8.19	The chairman of any meeting at which a vote is cast by proxy or on behalf of any Member other than an<br>individual may at the meeting but not thereafter call for a notarially certified copy of such proxy or authority which shall be produced<br>within 7 days of being so requested or the votes cast by such proxy or on behalf of such Member shall be disregarded.
8.20	Directors of the Company may attend and speak at any meeting of Members and at any separate meeting of<br>the holders of any class or series of Shares.
---	---
9	DIRECTORS
---	---
9.1	The first Directors of the Company shall be appointed by the first registered agent within 30 days of<br>the incorporation of the Company; and thereafter, the Directors shall be elected, subject to Regulation 9.2, by Resolution of Directors<br>in accordance with Regulation 9.8 or by Resolution of Members.
---	---
9.2	Appointment Rights
---	---

Following the consummation of the Relevant Business Combination:

(a)	for so long as Everix continues to hold not less than 50% of its Initial Holding, it shall be entitled<br>to nominate and have appointed two Directors to the Board of Directors;
(b)	if Everix ceases to hold at least 50% of its Initial Holding but continues to hold at least 25% of its<br>Initial Holding, it shall be entitled to nominate and have appointed one Director to the Board of Directors;
---	---
(c)	for so long as FG continue to hold, in aggregate, not less than 50% of their Initial Holding, they shall<br>be entitled (collectively) to nominate and have appointed two Directors to the Board of Directors; and
---	---
(d)	if FG cease to hold, in aggregate, at least 50% of their Initial Holding but continue to hold, in aggregate,<br>not less than 25% of their Initial Holding, they shall be entitled (collectively) to nominate and have appointed one Director to the Board<br>of Directors,
---	---

and any Directors nominated pursuant to this Regulation 9.2 shall be appointed by a Resolution of Directors.

9.3	No person shall be appointed as a Director of the Company unless they have consented in writing to act<br>as a Director.
9.4	So long as any Ordinary Shares are listed on a Designated Stock Exchange, the Company shall have a minimum<br>number of Independent Directors as required pursuant to the rules of such Designated Stock Exchange. The minimum number of Directors<br>shall be one and there shall be no maximum number of Directors. The maximum number of Directors who may be in office from time to time<br>shall be set from time to time by a Supermajority Resolution of Directors, provided that, so long as any Ordinary Shares are listed on<br>a Designated Stock Exchange, such maximum number may not be less than the number of Independent Directors required pursuant to the rules of<br>such Designated Stock Exchange plus the number of Directors that FG<br>and Everix are together entitled to nominate pursuant to Regulation 9.2 above.
---	---
9.5	Each Director holds office for a term expiring at the Company's next AGM immediately following their appointment,<br>or until their earlier death, resignation or removal, and can be re-elected for successive terms.
---	---

9.6	Any Director other than a Director appointed pursuant to Regulation 9.2 above may be removed from office<br>with or without cause by a Resolution of Members passed at a meeting of Members called for the purposes of removing the Director or for<br>purposes including the removal of the Director.
9.7	A Director may resign his office by giving written notice of his resignation to the Company and the resignation<br>has effect from the date the notice is received by the Company at the office of its registered agent or from such later date as may be<br>specified in the notice. A Director shall resign forthwith as a Director if he is, or becomes, disqualified from acting as a Director<br>under the Act.
---	---
9.8	Subject to Regulation 9.2, the Directors may at any time appoint any person to be a Director either to<br>fill a vacancy or as an addition to the existing Directors. Where the Directors appoint a person as Director to fill a vacancy, the term<br>shall expire at the Company's next AGM.
---	---
9.9	A vacancy in relation to Directors occurs if a Director dies or otherwise ceases to hold office prior<br>to the expiration of his term of office.
---	---
9.10	The Company shall keep a register of Directors containing:
---	---
(a)	the names and addresses of the persons who are Directors of the Company;
---	---
(b)	the date on which each person whose name is entered in the register was appointed as a Director of the<br>Company;
---	---
(c)	the date on which each person named as a Director ceased to be a Director of the Company; and
---	---
(d)	such other information as may be prescribed by the Act.
---	---
9.11	The register of Directors may be kept in any such form as the Directors may approve, but if it is in magnetic,<br>electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until a Resolution of Directors<br>determining otherwise is passed, the magnetic, electronic or other data storage shall be the original register of Directors.
---	---

9.12	The Directors, or if the Shares (or depository receipts therefore) are listed or quoted on a Designated<br>Stock Exchange, and if required by the Designated Stock Exchange, any committee thereof, may, by a Resolution of Directors, fix the emoluments<br>of Directors with respect to services to be rendered in any capacity to the Company.
9.13	A Director is not required to hold a Share as a qualification to office.
---	---
9.14	Prior to the consummation of any transaction:
---	---
(a)	with any Affiliate of the Company;
---	---
(b)	with any Member entitled to exercise appointment rights under Regulation 9.2 (for so long as such rights<br>are exercisable by such Member) and any Affiliate of such Member;
---	---
(c)	with any other Member owning an interest in the voting power of the Company that gives such Member a significant<br>influence over the Company and any Affiliate of such Member;
---	---
(d)	with any Director or executive officer of the Company and any relative of such Director or executive officer;
---	---
(e)	with any person in which a substantial interest in the voting power is owned, directly or indirectly,<br>by a person referred to in Regulation 9.14(d), or over which such a person is able to exercise significant influence; or
---	---
(f)	where a Director, his nominating Members or any of his nominating Member’s Affiliates otherwise<br>has an interest in the transaction (as determined by a majority of the members of the Board of Directors who do not have an interest in<br>the transaction),
---	---

such transaction must be approved:

(i)	in the case of a transaction that would otherwise require the approval of the Directors by a Resolution<br>of Directors, by a majority of the members of the Board of Directors who do not have an interest in the transaction; or
(ii)	by a Supermajority Resolution of Directors,
---	---

in each case, with the disinterested directors being provided with access (at the Company's expense) to the Company's attorney or independent legal counsel, unless the disinterested directors determine that the terms of such transaction are no less favourable to the Company than those that would be available to the Company with respect to such a transaction from unaffiliated third parties.

10	POWERS OF DIRECTORS
10.1	The business and affairs of the Company shall be managed by, or under the direction or supervision of,<br>the Directors of the Company. The Directors of the Company have all the powers necessary for managing, and for directing and supervising,<br>the business and affairs of the Company. The Directors may pay all expenses incurred preliminary to and in connection with the incorporation<br>of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or the Articles required to<br>be exercised by the Members.
---	---

POWERS OF DIRECTORS

10.1

The business and affairs of the Company shall be managed by, or under the direction or supervision of, the Directors of the Company. The Directors of the Company have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company. The Directors may pay all expenses incurred preliminary to and in connection with the incorporation of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or the Articles required to be exercised by the Members.

---

10.2	Each Director shall exercise his powers for a proper purpose and shall not act or agree to the Company<br>acting in a manner that contravenes the Memorandum, the Articles or the Act. Each Director, in exercising his powers or performing his<br>duties, shall act honestly and in good faith in what the Director believes to be the best interests of the Company.
10.3	Any Director which is a body corporate may appoint any individual as its duly authorised representative<br>for the purpose of representing it at meetings of the Directors, with respect to the signing of consents or otherwise.
---	---
10.4	The continuing Directors may act notwithstanding any vacancy in their body.
---	---
10.5	The Directors may by Resolution of Directors exercise all the powers of the Company to incur indebtedness,<br>liabilities or obligations in any form including but not limited to the form of a pledge or grant of any liens on any assets of the Company,<br>its affiliates or otherwise and to secure indebtedness, liabilities or obligations whether of the Company or of any third party, other<br>than in connection with working capital matters, provided that a Supermajority Resolution of Directors shall be required where the amount<br>of any such indebtedness, liabilities or obligations to be incurred shall exceed 5% of the Revenue, save where such indebtedness, liabilities<br>or obligations has been previously approved in the Strategy or the Business Plan.
---	---
10.6	Section 175 of the Act shall not apply to the Company.
---	---
10.7	Notwithstanding any other provision of the Memorandum or these Articles:
---	---
(a)	the following matters shall require the approval of the Directors by Resolution of Directors:
---	---
(i)	approval of the annual and interim consolidated accounts of the Group, approval of registration statements,<br>annual and quarterly reports to be filed with the SEC;
---	---
(ii)	approval of the annual budget of the Group (provided that any matters contained therein that are required<br>to be approved by a Supermajority Resolution of Directors shall require such approval), provided that, where the annual budget is brought<br>before the Directors and any Director does not approve such annual budget (such Director, a Dissenting Director), that Dissenting<br>Director shall have the option (but not the obligation) to initiate a formal review of that budget through a working group to comprise<br>(a) all Dissenting Directors, (b) all independent non-executive Directors, (c) the Chief Executive Officer, and (d) the<br>Chief Financial Officer, which working group may deliberate for up to 4 weeks before the budget is again presented to all Directors to<br>be approved by Resolution of Directors;
---	---

(iii)	instituting, settling, or compromising any legal proceedings (other than debt recovery proceedings in<br>the ordinary course of business) instituted or threatened against any Group Company or submitting to arbitration or alternative dispute<br>resolution any dispute involving a Group Company, in each case with a value exceeding $1,000,000 (one million US dollars);
(iv)	taking any actions to dispose of any intellectual property rights of any Group Company, which are material<br>for the Group (excluding, for the avoidance of doubt, (i) registering any new intellectual property, (ii) granting of any non-exclusive<br>licenses, and (iii) disposal of any intellectual property in accordance with the approved Strategy and/or Business Plan); and
---	---
(v)	any Group Company guaranteeing the obligations of third parties or providing capital commitments for an<br>amount in excess, per annum, of 0.5% of the Revenue; and
---	---
(b)	the following matters shall require the approval of the Directors by Supermajority Resolution of Directors:
---	---
(i)	any Group Company extending credit or making any advance or capital contribution to or in any third party<br>(other than in connection with working capital matters or ordinary-course employee advances) for an amount in excess of 0.5% of the Revenue;
---	---
(ii)	the acquisition by any Group Company of share stakes in other companies (other than ordinary course treasury<br>operations of the Group Company) or the acquisition of assets constituting a business, in each case where the value of such acquisition<br>(whether completed in one transaction or a series of related transactions) exceeds $1,000,000 (one million US dollars);
---	---
(iii)	any Group Company entering into joint ventures with any person;
---	---
(iv)	any Group Company establishing or amending any profit-sharing, share-option or other similar incentive<br>scheme for Directors, officers or employees, provided that issuance of awards or other compensation pursuant to any such scheme previously<br>approved in accordance with this Regulation 10.7(b)(iv) shall not require a separate Supermajority Resolution of Directors;
---	---
(v)	the Company adopting the Strategy and Business Plan and any changes or modifications thereto, provided<br>that, where the Strategy and Business Plan or any changes or modifications thereto, as applicable, are brought before the Directors and<br>are not approved by a Dissenting Director, that Dissenting Director shall have the option (but not the obligation) to initiate a formal<br>review of the Strategy and Business Plan or any changes or modifications thereto, as applicable, through a working group to comprise (a) all<br>Dissenting Directors, (b) all independent non-executive Directors, (c) the Chief Executive Officer, and (d) the Chief Financial<br>Officer, which working group may deliberate for up to 4 weeks before the Strategy and Business Plan or any changes or modifications thereto,<br>as applicable, are again presented to all Directors to be approved by Supermajority Resolution of Directors;
---	---

(vi)	any sale of all or substantially all of the business or assets of the Group;
(vii)	any actions to be decided by the Company in relation to exercising warrants over Shares in the Company;<br>and
---	---
(viii)	any other actions requiring the approval of the Directors by Supermajority Resolution of Directors pursuant<br>to Regulations 2.2, 5.1, 5.2, 9.4, 10.5 or 13.6 (to the extent that Regulation 13.6 requires a Supermajority Resolution of Directors)<br>or clause 11.1 of the Memorandum.
---	---
11	PROCEEDINGS OF DIRECTORS
---	---
11.1	Any one Director of the Company may call a meeting of the Directors by sending a written notice to each<br>other Director, including by email having obtained electronic delivery confirmation thereof.
---	---
11.2	The Directors of the Company or any committee thereof may meet at such times and in such manner and places<br>within or outside the British Virgin Islands as the notice calling the meeting provides.
---	---
11.3	A Director is deemed to be present at a meeting of Directors if he participates by telephone or other<br>electronic means and all Directors participating in the meeting are able to hear each other.
---	---
11.4	A Director shall be given not less than five days' notice of meetings of Directors, but a meeting of Directors<br>held without five days' notice having been given to all Directors shall be valid if all the Directors entitled to vote at the meeting<br>who do not attend waive notice of the meeting, and for this purpose the presence of a Director at a meeting shall constitute waiver by<br>that Director. The inadvertent failure to give notice of a meeting to a Director, or the fact that a Director has not received the notice,<br>does not invalidate the meeting.
---	---
11.5	A meeting of Directors is duly constituted for all purposes if at the commencement of the meeting there<br>are present in person not less than one-half of the total number of Directors, unless there are only two Directors in which case the quorum<br>is two, provided that in each case where pursuant to Regulation 9.14 or Regulation 14.3 the Board of Directors determines that a Director<br>has an interest in a transaction, such Director shall be excluded from the concept of the “total number of Directors” for<br>purposes of interpreting this Regulation 11.5.
---	---
11.6	If the Company has only one Director the provisions herein contained for meetings of Directors do not<br>apply and such sole Director has full power to represent and act for the Company in all matters as are not by the Act, the Memorandum<br>or the Articles required to be exercised by the Members. In lieu of minutes of a meeting the sole Director shall record in writing and<br>sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence<br>of such resolution for all purposes.
---	---

11.7	At meetings of Directors at which the Chairman of the Board is present, he shall preside as chairman of<br>the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present, the Directors present shall choose one<br>of their number to be chairman of the meeting. If the Directors are unable to choose a chairman for any reason, then the oldest individual<br>Director present shall take the chair.
11.8	An action that may be taken by the Directors or a committee of Directors at a meeting may also be taken<br>by a Supermajority Resolution of Directors, a Resolution of Directors or a resolution of a committee of Directors consented to in writing<br>by the requisite majority of the Directors, as the case may be, without the need for any notice. The consent may be in the form of counterparts<br>each counterpart being signed by one or more Directors. If the consent is in one or more counterparts, and the counterparts bear different<br>dates, then the resolution shall take effect on the date upon which the last Director necessary to reach the requisite majority has consented<br>to the resolution by signed counterparts.
---	---
12	COMMITTEES
---	---
12.1	The Directors may, by Resolution of Directors, designate one or more committees, each consisting of one<br>or more Directors, and delegate one or more of their powers, including the power to affix the Seal, to the committee.
---	---
12.2	The Directors have no power to delegate to a committee of Directors any of the following powers:
---	---
(a)	to amend the Memorandum or the Articles;
---	---
(b)	to designate committees of Directors;
---	---
(c)	to delegate powers to a committee of Directors;
---	---
(d)	to appoint Directors;
---	---
(e)	to appoint an agent of the Company;
---	---
(f)	to approve a plan of merger, consolidation or arrangement; or
---	---
(g)	to make a declaration of solvency or to approve a liquidation plan.
---	---
12.3	Regulations 12.2(b) and (c) do not prevent a committee of Directors, where authorised by the<br>Resolution of Directors appointing such committee or by a subsequent Resolution of Directors, from appointing a sub-committee and delegating<br>powers exercisable by the committee to the sub-committee.
---	---
12.4	The meetings and proceedings of each committee of Directors consisting of 2 or more Directors shall be<br>governed mutatis mutandis by the provisions of the Articles regulating the proceedings of Directors so far as the same are not<br>superseded by any provisions in the Resolution of Directors establishing the committee, and provided that any resolutions to be passed<br>by such committee shall, in all circumstances, require only a simple majority of the members of the committee entitled to vote thereon.
---	---

13	OFFICERS AND AGENTS
13.1	The Company may by Resolution of Directors appoint a Chief Financial Officer and a Chief Operating Officer<br>of the Company. The Company may by Supermajority Resolution of Directors appoint a Chief Executive Officer.
---	---
13.2	The Chief Executive Officer shall be entitled to appoint other officers of the Company at such times as<br>may be considered necessary or expedient. Such officers may consist of a president, one or more vice-presidents, secretaries and treasurers<br>and such other officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person.
---	---
13.3	The officers shall perform such duties as are prescribed at the time of their appointment subject to any<br>modification in such duties as may be prescribed thereafter by Resolution of Directors. In the absence of any specific prescription of<br>duties it shall be the responsibility of the Chairman of the Board to preside at meetings of Directors and Members, the Chief Executive<br>Officer to manage the day to day affairs of the Company, the vice-presidents to act in order of seniority in the absence of the Chief<br>Executive Officer but otherwise to perform such duties as may be delegated to them by the Chief Executive Officer, the secretaries to<br>maintain the share register, minute books and records (other than financial records) of the Company and to ensure compliance with all<br>procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the<br>Company.
---	---
13.4	The emoluments of the Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer<br>shall be fixed by Resolution of Directors. The emoluments of all other officers shall be fixed by the Chief Executive Officer.
---	---
13.5	The officers of the Company shall hold office until their death, resignation or removal (including as<br>a result of an expiration of a contract, resignation or any other type of voluntary or involuntary termination). Any officer elected or<br>appointed by the Directors may be removed at any time, with or without cause, by Resolution of Directors, except that the Chief Executive<br>Officer may only be removed by a Supermajority Resolution of Directors. Any vacancy occurring in the office of Chief Executive Officer<br>may be filled by a Supermajority Resolution of Directors. Any vacancy occurring in the office of Chief Financial Officer or Chief Operating<br>Officer of the Company may be filled by Resolution of Directors. Any vacancy occurring in any other office may be filled by a person appointed<br>by the Chief Executive Officer pursuant to Regulation 13.2.
---	---
13.6	The Directors may, by a Resolution of Directors, appoint any person, including a person who is a Director, to be an agent of the Company. An agent of the Company shall have such powers and authority of the Directors, including the power and authority to affix the Seal, as are set forth in the Articles or in the Resolution of Directors appointing the agent, except that (i) no agent shall have any power or authority with respect to the matters specified in Regulation 12.2, and (ii) the appointment of an agent with a power or authority in respect of any of the matters specified in Regulation 10.7(b) shall always require a Supermajority Resolution of Directors. The Resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company. The Directors may remove an agent appointed by the Company and may revoke or vary a power conferred on him.
---	---

14	CONFLICT OF INTERESTS
14.1	Interests of any kind, whether direct or indirect, of a Director, his nominating Member or any of his<br>nominating Member’s Affiliates in any transaction entered into or pursued by any Group Company must be fully disclosed to the other<br>Directors of the Company in all material respects at the first opportunity at a meeting of the Board of Directors and prior to any discussion<br>of, or voting on, such transaction. Without prejudice to the generality of the foregoing, a director shall not be taken to have an interest<br>in a transaction solely on the basis that he, his nominating Member or any of his nominating Member’s Affiliates, operate in the<br>same industry or sector as the Company.
---	---
14.2	For the purposes of Regulation 14.1, a disclosure to all other Directors of not less than:
---	---
(i)	(A) a Director is a member (or otherwise a direct or indirect, beneficial or legal equityholder),<br>director, officer or otherwise an interested party with respect to the Group Company’s counterparty to a transaction or has a fiduciary<br>relationship with respect to such counterparty and (B) a reasonably detailed disclosure of any such interest identified in sub-part<br>(A) above; or
---	---
(ii)	a Director, his nominating Member or any of his nominating Member’s Affiliates is, directly or indirectly,<br>evaluating or pursuing the same or a substantially similar transaction to be entered into or pursued by the Group Company, or any alternative<br>transaction which would have the effect of preventing or materially delaying the transaction to be entered into or pursued by the Group<br>Company,
---	---

in each case, shall be required as a disclosure of interest in relation to the transaction to be entered into or pursued by the Group Company.

14.3	In furtherance and not in limitation of Regulation 9.14, if a majority of the members of the Board of<br>Directors who do not have an interest in a transaction entered into or pursued by the Group Company determine that a Director may be regarded<br>as interested in a transaction (including by virtue of a direct or indirect interest of his nominating Member or any of his nominating<br>Member’s Affiliates in the transaction, and whether as a result of a declaration made pursuant to Regulation 14.1 or otherwise),<br>such Director may not vote on a matter relating to that transaction or participate in any Board of Directors discussions or considerations<br>thereof and, notwithstanding anything herein to the contrary, would not be needed for the purposes of a quorum, provided that,<br>following disclosure of their interest pursuant to Regulation 14.1 above, a Director may vote in respect of any Business Combination in<br>which such Director has a conflict of interest with respect to the evaluation of such Business Combination.
14.4	So long as, where it is necessary, he declares the nature of his interest in a transaction entered into<br>or pursued by the Group Company in accordance with Regulation 14.1, complies with the provisions of Regulation 14.3 and Regulation 9.14<br>and subject to compliance with the Act, a Director shall not, by reason of his office be accountable to the Company for any benefit which he derives<br>from such transaction and no such transaction shall be liable to be avoided on the grounds of any such interest or benefit.
---	---

14.3

In furtherance and not in limitation of Regulation 9.14, if a majority of the members of the Board of Directors who do not have an interest in a transaction entered into or pursued by the Group Company determine that a Director may be regarded as interested in a transaction (including by virtue of a direct or indirect interest of his nominating Member or any of his nominating Member’s Affiliates in the transaction, and whether as a result of a declaration made pursuant to Regulation 14.1 or otherwise), such Director may not vote on a matter relating to that transaction or participate in any Board of Directors discussions or considerations thereof and, notwithstanding anything herein to the contrary, would not be needed for the purposes of a quorum, provided that, following disclosure of their interest pursuant to Regulation 14.1 above, a Director may vote in respect of any Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination.

14.4

So long as, where it is necessary, he declares the nature of his interest in a transaction entered into or pursued by the Group Company in accordance with Regulation 14.1, complies with the provisions of Regulation 14.3 and Regulation 9.14 and subject to compliance with the Act, a Director shall not, by reason of his office be accountable to the Company for any benefit which he derives from such transaction and no such transaction shall be liable to be avoided on the grounds of any such interest or benefit.

---

15	INDEMNIFICATION
15.1	Subject to the limitations set out in the Act, the Company may at any time enter into one or more indemnification<br>agreements with any person who:
---	---
(a)	may be a party or may be threatened to be made a party to any proceeding (howsoever defined in the relevant<br>agreement) by reason of the fact that such person is or was a Director, officer, employee, contractor, or adviser of the Company; or
---	---
(b)	is or was, at the request of the Company, serving as a Director of, or in any other capacity is or was<br>acting for, another Enterprise.
---	---
15.2	The Company may purchase and maintain insurance, purchase or furnish similar protection or make other<br>arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond in relation to any person who at<br>the request of the Company is or was serving as a Director, officer or liquidator of, or in any other capacity is or was acting for, another<br>Enterprise, against any liability asserted against the person and incurred by him in that capacity, whether or not the Company has or<br>would have had the power to indemnify him against the liability as provided in these Articles.
---	---
16	RECORDS
---	---
16.1	The Company shall keep the following documents at the office of its registered agent:
---	---
(a)	the Memorandum and the Articles;
---	---
(b)	the share register, or a copy of the share register;
---	---
(c)	the register of Directors, or a copy of the register of Directors; and
---	---
(d)	copies of all notices and other documents filed by the Company with the Registrar of Corporate Affairs<br>in the previous 10 years.
---	---
16.2	If the Company maintains only a copy of the share register or a copy of the register of Directors at the<br>office of its registered agent, it shall:
---	---
(a)	within 15 days of any change in either register, notify the registered agent in writing of the change;<br>and
---	---
(b)	provide the registered agent with a written record of the physical address of the place or places at which<br>the original share register or the original register of Directors is kept.
---	---

16.3	The Company shall keep the following records at the office of its registered agent or at such other place<br>or places, within or outside the British Virgin Islands, as the Directors may determine:
(a)	minutes of meetings and Resolutions of Members and classes of Members;
---	---
(b)	minutes of meetings and Resolutions of Directors and committees of Directors; and
---	---
(c)	an impression of the Seal, if any.
---	---
16.4	Where any original records referred to in this Regulation are maintained other than at the office of the<br>registered agent of the Company, and the place at which the original records is changed, the Company shall provide the registered agent<br>with the physical address of the new location of the records of the Company within 14 days of the change of location.
---	---
16.5	The records kept by the Company under this Regulation shall be in written form or either wholly or partly<br>as electronic records complying with the requirements of the Electronic Transactions Act.
---	---
17	REGISTERS OF CHARGES
---	---
17.1	The Company shall maintain at the office of its registered agent a register of charges in which there<br>shall be entered the following particulars regarding each mortgage, charge and other encumbrance created by the Company:
---	---
(a)	the date of creation of the charge;
---	---
(b)	a short description of the liability secured by the charge;
---	---
(c)	a short description of the property charged;
---	---
(d)	the name and address of the trustee for the security or, if there is no such trustee, the name and address<br>of the chargee;
---	---
(e)	unless the charge is a security to bearer, the name and address of the holder of the charge; and
---	---
(f)	details of any prohibition or restriction contained in the instrument creating the charge on the power<br>of the Company to create any future charge ranking in priority to or equally with the charge.
---	---
18	CONTINUATION
---	---

The Company may by Resolution of Members or by a Resolution of Directors continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws.

19	SEAL

The Company may have more than one Seal and references herein to the Seal shall be references to every Seal which shall have been duly adopted by Resolution of Directors. The Directors shall provide for the safe custody of the Seal and for an imprint thereof to be kept at the registered office. Except as otherwise expressly provided herein the Seal when affixed to any written instrument shall be witnessed and attested to by the signature of any one Director or other person so authorised from time to time by Resolution of Directors. Such authorisation may be before or after the Seal is affixed, may be general or specific and may refer to any number of sealings. The Directors may provide for a facsimile of the Seal and of the signature of any Director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been attested to as hereinbefore described.

20	ACCOUNTS AND AUDIT
20.1	The Company shall keep records that are sufficient to show and explain the Company's transactions and<br>that will, at any time, enable the financial position of the Company to be determined with reasonable accuracy.
---	---
20.2	The Company may by Resolution of Members call for the Directors to prepare periodically and make available<br>a profit and loss account and a balance sheet. The profit and loss account and balance sheet shall be drawn up so as to give respectively<br>a true and fair view of the profit and loss of the Company for a financial period and a true and fair view of the assets and liabilities<br>of the Company as at the end of a financial period.
---	---
20.3	The Company may by Resolution of Members call for the accounts to be examined by auditors.
---	---
20.4	If the Shares are listed or quoted on a Designated Stock Exchange that requires the Company to have an<br>audit committee, the Directors shall adopt a formal written audit committee charter and review and assess the adequacy of the formal written<br>charter on an annual basis.
---	---
20.5	If the Shares are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate<br>review of all related party transactions on an ongoing basis and, if required, shall utilise the audit committee for the review and approval<br>of potential conflicts of interest.
---	---
20.6	If applicable, and subject to applicable law and the rules of the SEC and the Designated Stock Exchange:
---	---
(a)	at the AGM or at a subsequent general meeting in each year, the Members shall appoint an auditor who shall<br>hold office until the Members appoint another auditor. Such auditor may be a Member but no Director or officer or employee of the Company<br>shall during, his continuance in office, be eligible to act as auditor;
---	---
(b)	a person, other than a retiring auditor, shall not be capable of being appointed auditor at an AGM unless<br>notice in writing of an intention to nominate that person to the office of auditor has been given not less than ten days before the AGM<br>and furthermore the Company shall send a copy of such notice to the retiring auditor; and
---	---
(c)	the Members may, at any meeting convened and held in accordance with these Articles, by resolution remove<br>the auditor at any time before the expiration of his term of office and shall by resolution at that meeting appoint another auditor in<br>his stead for the remainder of his term.
---	---

20.7	The remuneration of the auditors shall be fixed by Resolution of Directors in such manner as the Directors<br>may determine or in a manner required by the rules and regulations of the Designated Stock Exchange and the SEC.
20.8	The report of the auditors shall be annexed to the accounts and shall be read at the meeting of Members<br>at which the accounts are laid before the Company or shall be otherwise given to the Members.
---	---
20.9	Every auditor of the Company shall have a right of access at all times to the books of account and vouchers<br>of the Company, and shall be entitled to require from the Directors and officers of the Company such information and explanations as he<br>thinks necessary for the performance of the duties of the auditors.
---	---
20.10	The auditors of the Company shall be entitled to receive notice of, and to attend any meetings of Members<br>at which the Company's profit and loss account and balance sheet are to be presented.
---	---
21	NOTICES
---	---
21.1	Any notice, information or written statement to be given by the Company to Members may be given by personal<br>service by mail, facsimile or other similar means of electronic communication, addressed to each Member at the address shown in the share<br>register.
---	---
21.2	Any summons, notice, order, document, process, information or written statement to be served on the Company<br>may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it<br>with, or by sending it by registered mail to, the registered agent of the Company.
---	---
21.3	Service of any summons, notice, order, document, process, information or written statement to be served<br>on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was delivered<br>to the registered office or the registered agent of the Company or that it was mailed in such time as to admit to its being delivered<br>to the registered office or the registered agent of the Company in the normal course of delivery within the period prescribed for service<br>and was correctly addressed and the postage was prepaid.
---	---
22	VOLUNTARY WINDING UP AND BANKRUPTCY FILINGS
---	---

The Company may by a resolution approved at a duly convened and constituted meeting of the Members of the Company by the affirmative vote of at least 85% of the votes of the Shares entitled to vote thereon which were present at the meeting and were voted or by a Supermajority Resolution of Directors appoint a voluntary liquidator or initiate any dissolution, bankruptcy filing or similar action of any Group Company.

TRANSITORY PROVISIONS

INTRODUCTION23.1 Notwithstanding any other provision of the Articles, the transitory provisions set out in this Regulation 23 and in Regulation 24 below shall apply during the period commencing upon the date of merger of Kismet with and into the Company as part of the Relevant Business Combination and ending upon the consummation of any Business Combination. Regulations 23 and 24 shall terminate in their entirety upon the consummation of any Business Combination and be of no further force or effect.

23.2	In the event of a conflict between these transitory provisions and the Articles, these transitory provisions<br>shall prevail.
23.3	Should the Company fail to complete the Relevant Business Combination, then any other Business Combination<br>it alternatively completes must have a Fair Value at the time of the Company’s signing a definitive agreement in connection with<br>such Business Combination.
---	---
24	BUSINESS COMBINATION
---	---

Definitions:

(a)	IPO means the initial public offering of units, consisting of ordinary shares and warrants of Kismet<br>and rights to receive ordinary shares of Kismet;
(b)	Kismet means Kismet Acquisition One Corp;
---	---
(c)	Per-Share Redemption Price means:
---	---
(i)	with respect to an Automatic Redemption Event, the aggregate amount on deposit in the Trust Account (including<br>interest earned on the funds held in the Trust Account and not previously released to pay taxes (if any)) less up to US$100,000 of interest<br>earned to pay liquidation expenses, divided by the number of then outstanding Public Shares;
---	---
(ii)	with respect to an Amendment Redemption Event, the aggregate amount on deposit in the Trust Account (including<br>interest earned on the funds held in the Trust Account and not previously released to pay taxes (if any)), divided by the number of then<br>outstanding Public Shares; and
---	---
(iii)	with respect to either a Tender Redemption Offer or a Redemption Offer, the aggregate amount on deposit<br>in the Trust Account (including interest earned on the funds held in the Trust Account and not previously released to pay taxes (if any))<br>on the date that is two Business Days prior to the consummation of the Business Combination, divided by the number of then outstanding<br>Public Shares;
---	---
(d)	Public Shares means the Shares resulting from the exchange of shares of Kismet included in the<br>units issued in the IPO; and
---	---
(e)	Trust Account means the trust account of the Company that was established by Kismet prior to the<br>IPO and into which a certain amount of the net proceeds of the IPO and a simultaneous private placement of warrants have been deposited.
---	---
24.2	In the event that the Company does not consummate a Business Combination prior to the expiration of 24<br>months after the closing of the IPO (such date falling 24 months after the closing of the IPO being referred to as the TerminationDate), such failure shall trigger an automatic redemption of the Public Shares (an Automatic Redemption Event) and the Directors<br>of the Company shall take all such action necessary (i) as promptly as reasonably possible but no more than ten Business Days thereafter<br>to redeem the Public Shares or distribute the Trust Account to the holders of Public Shares, on a pro rata basis, in cash at a per-share<br>amount equal to the applicable Per-Share Redemption Price; and (ii) as promptly as practicable, to cease all operations except for<br>the purpose of making such distribution and any subsequent winding up of the Company’s affairs. In the event of an Automatic Redemption<br>Event, only the holders of Public Shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect<br>to their Public Shares.
---	---

24.3	Unless a shareholder vote is required by law or the rules of the Designated Stock Exchange, or, at<br>the sole discretion of the Directors, the Directors determine to hold a shareholder vote for business or other reasons, the Company may<br>enter into a Business Combination without submitting such Business Combination to its Members for approval.
24.4	Although not required, in the event that a shareholder vote is held, and a majority of the votes of the<br>Shares entitled to vote thereon which were present at the meeting to approve the Business Combination are voted for the approval of such<br>Business Combination, the Company shall be authorised to consummate the Business Combination.
---	---

24.5

(a)

In the event that a Business Combination is consummated by the Company other than in connection with a shareholder vote under Regulation 24.4 or if the Company is deemed to be a foreign private issuer under applicable rules at the relevant time, the Company will, subject to as provided below, offer to redeem the Public Shares for cash in accordance with Rule 13e-4 and Regulation 14E of the United States Securities Exchange Act of 1934, as amended, and subject to any limitations (including but not limited to cash requirements) set forth in the definitive transaction agreements related to the initial Business Combination (the Tender Redemption Offer), provided however that the Company shall not redeem those Shares held by the persons holding shares of Kismet prior to the IPO (the Initial Shareholders) or their Affiliates or the Directors or officers of the Company pursuant to such Tender Redemption Offer, whether or not such holders accept such Tender Redemption Offer. The Company will file tender offer documents with the SEC prior to consummating the Business Combination which contain substantially the same financial and other information about the Business Combination and the redemption rights as would be required in a proxy solicitation pursuant to Regulation 14A of the Exchange Act. In accordance with the Exchange Act, the Tender Redemption Offer will remain open for a minimum of 20 Business Days and the Company will not be permitted to consummate its Business Combination until the expiry of such period. If in the event a Member holding Public Shares accepts the Tender Redemption Offer and the Company has not otherwise withdrawn the tender offer, the Company shall, promptly after the consummation of the Business Combination, pay such redeeming Member, on a pro rata basis, cash equal to the applicable Per-Share Redemption Price.

(b)

In the event that a Business Combination is consummated by the Company in connection with a shareholder vote held pursuant to Regulation 24.4 in accordance with a proxy solicitation pursuant to Regulation 14A of the Exchange Act (the RedemptionOffer), the Company will, subject as provide below, offer to redeem the Public Shares, other than those Shares held by the Initial Shareholders or their Affiliates or the Directors or officers of the Company, regardless of whether such shares are voted for or against the Business Combination, for cash, on a pro rata basis, at a per-share amount equal to the applicable Per-Share Redemption Price, provided however that: (i) the Company shall not redeem those Shares held by the Initial Shareholders or their Affiliates or the Directors or officers of the Company pursuant to such Redemption Offer, whether or not such holders accept such Redemption Offer; and (ii) any other redeeming Member who either individually or together with any Affiliate of his or any other person with whom he is acting in concert or as a "group" (as such term is defined under Section 13 of the Exchange Act) shall not be permitted to redeem, without the consent of the Directors, more than twenty percent (20%) of the total Public Shares.

---

(c)	In no event will the Company: consummate the Tender Redemption Offer or the Redemption Offer under Regulation<br>24.5(a) or 24.5(b) if such redemptions would cause the Company to have net tangible assets of less than US$5,000,001 prior to<br>or upon consummation of a Business Combination; or consummate an Amendment Redemption Event under Regulation 24.11 if such redemptions<br>would cause the Company to have net tangible assets of less than US$5,000,001.
24.6	A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the<br>event of an Automatic Redemption Event, an Amendment Redemption Event or in the event he accepts a Tender Redemption Offer or a Redemption<br>Offer where the Business Combination is consummated. In no other circumstances shall a holder of Public Shares have any right or interest<br>of any kind in or to the Trust Account.
---	---
24.7	Prior to a Business Combination, the Company will not issue any Securities (other than Public Shares)<br>that would entitle the holder thereof to (i) receive funds from the Trust Account; or (ii) vote on any Business Combination.
---	---
24.8	In the event the Company enters into a Business Combination with a company that is Affiliated with any<br>of the Directors or officers of the Company, the Company, or a committee of independent Directors, will obtain an opinion from an independent<br>investment banking firm that is a member of FINRA or independent<br>accounting firm that such a Business Combination is fair to the Company from a financial point of view. For the avoidance of doubt, this<br>Regulation 24.8 does not apply to the Relevant Business Combination.
---	---
24.9	The Company will not effectuate a Business Combination with another "blank check" company or<br>a similar company with nominal operations.
---	---
24.10	Neither the Company nor any officer, Director or employee of the Company will disburse any of the proceeds<br>held in the Trust Account until the earlier of (i) a Business Combination, or (ii) an Automatic Redemption Event or in payment<br>of the acquisition price for any shares which the Company elects to purchase, redeem or otherwise acquire in accordance with this Regulation<br>24, in each case in accordance with the trust agreement governing the Trust Account; provided that interest earned on the Trust Account<br>may be released from time to time to the Company to pay the Company’s taxes, if any, and up to US$100,000 of such interest may also<br>be released from the Trust Account to pay any liquidation expenses of the Company if applicable.
---	---

24.11

In the event that any amendment to Regulation 24 or to any of the other rights of the Ordinary Shares as set out at Clause 6.1 of the Memorandum is proposed prior to, but not for the purposes of approving or in conjunction with such approval or the consummation of, a Business Combination that would affect the substance or timing of the Company’s obligations as described in this Regulation 24 to pay or to offer to pay the Per-Share Redemption Price to any holder of the Public Shares (an Amendment) and such Amendment is (i) duly approved by the Members in accordance with the Articles; and (ii) the amended Memorandum and Articles reflecting such amendment are to be filed at the Registry of Corporate Affairs (an Approved Amendment), the Company will offer to redeem the Public Shares of any Member for cash, on a pro rata basis, at a per-share amount equal to the applicable Per-Share Redemption Price (an Amendment Redemption Event), provided however that the Company shall not redeem those Shares held by the Initial Shareholders or their Affiliates or the Directors or officers of the Company pursuant to such offer, whether or not such holders accept such offer.

Dated the 27th day of January 2021

Incorporator

Signed for and on behalf of Ogier Global (BVI) Limited of Ritter House, Wickhams Cay II, PO Box 3170, Road Town,Tortola VG1110, British Virgin Islands

SGD: Toshra Glasgow
Signature of authorised signatory
Toshra Glasgow
Print name

Exhibit 2.4

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

(WARRANT AGREEMENT)

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of August 25, 2021, by and among Kismet Acquisition One Corp, a company incorporated in the British Virgin Islands (the “Company”), Nexters Inc., a British Virgin Islands business company (“Pubco”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Warrant Agent”).

WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant Agreement, dated as of August 10, 2020 and filed with the United States Securities and Exchange Commission on August 11, 2020 (the “Existing Warrant Agreement”), pursuant to which the Company has issued warrants (collectively, the “Existing Warrants”) to purchase 19,250,000 ordinary shares of the Company, no par value per share (“Ordinary Shares”);

WHEREAS, the terms of the Existing Warrants are governed by the Existing Warrant Agreement and capitalized terms used herein, but not otherwise defined, shall have the meanings given to such terms in the Existing Warrant Agreement;

WHEREAS, on January 31, 2021, the Company, Pubco, Nexters Global Ltd., a private limited liability company domiciled in Cyprus (“Nexters”), and certain other persons and entities entered into a Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”);

WHEREAS, pursuant to the Business Combination Agreement, among other things, the Company will merge with and into Pubco (the “Merger”), as a result of which the separate corporate existence of the Company shall cease and Pubco shall continue as the surviving company, and each issued and outstanding security of the Company shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco;

WHEREAS, in connection with the consummation of the transactions contemplated by the Business Combination Agreement, the Company will issue to the Sponsor Forward Purchase Warrants to purchase 1,000,000 Ordinary Shares (collectively with the Existing Warrants, the "Warrants");

WHEREAS, upon consummation of the Merger, as provided in Section 4.6 of the Existing Warrant Agreement, the Warrants will no longer be exercisable for Ordinary Shares but instead will be exercisable (subject to the terms and conditions of the Existing Warrant Agreement as amended hereby) for a like number of ordinary shares of Pubco, no par value per share (“Pubco Ordinary Shares”);

WHEREAS, the consummation of the transactions contemplated by the Business Combination Agreement will constitute a Business Combination (as defined in the Existing Warrant Agreement);

WHEREAS, in connection with the Merger, the Company desires to assign all of its right, title and interest in the Existing Warrant Agreement to Pubco; and

WHEREAS, Section 9.8 of the Existing Warrant Agreement provides that the Company and the Warrant Agent may amend the Existing Warrant Agreement without the consent of any Registered Holders for the purpose of (i) curing any ambiguity, including to conform the provisions of the Warrant Agreement to the description of the terms of the Warrants and the Warrant Agreement set forth in the Prospectus, or curing or correcting any defective provision contained in the Warrant Agreement, or (ii) adding or changing any other provisions with respect to matters or questions arising under the Existing Warrant Agreement as the Company and the Warrant Agent may deem necessary or desirable and that the Company and the Warrant Agent deem shall not adversely affect the interest of the registered holders under the Existing Warrant Agreement.

NOW,THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows.

1. Assignment and Assumption; Consent.

1.1 Assignment and Assumption. The Company hereby assigns to Pubco all of the Company’s right, title and interest in and to the Existing Warrant Agreement (as amended hereby) as of the Merger Effective Time (as defined in the Business Combination Agreement). Pubco hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of the Company’s liabilities and obligations under the Existing Warrant Agreement (as amended hereby) arising from and after the Merger Effective Time.

1.2 Consent. The Warrant Agent hereby consents to the assignment of the Existing Warrant Agreement by the Company to Pubco pursuant to Section 1.1 hereof effective as of the Merger Effective Time, and the assumption of the Existing Warrant Agreement by Pubco from the Company pursuant to Section 1.1 hereof effective as of the Merger Effective Time, and to the continuation of the Existing Warrant Agreement in full force and effect from and after the Merger Effective Time, subject at all times to the Existing Warrant Agreement (as amended hereby) and to all of the provisions, covenants, agreements, terms and conditions of the Existing Warrant Agreement and this Agreement.

2. Amendment of Existing Warrant Agreement. The Company and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2, effective as of the Merger Effective Time, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 are necessary or desirable and that such amendments do not adversely affect the interests of the registered holders under the Existing Warrant Agreement:

2.1 Preamble. The preamble on page one of the Existing Warrant Agreement is hereby amended by deleting “Kismet Acquisition One Corp” and replacing it with “Nexters Inc.” As a result thereof, all references to the “Company” in the Existing Warrant Agreement shall be references to Nexters Inc. rather than Kismet Acquisition One Corp.

2.2 Recitals. The recitals on pages one and two of the Existing Warrant Agreement are hereby deleted and replaced in their entirety as follows:

“WHEREAS, on August 5, 2020, Kismet Acquisition One Corp (“Kismet”) entered into that certain Private Placement Warrants Purchase Agreement, with Kismet Sponsor Limited, a business company incorporated in the British Virgin Islands with limited liability (the “Sponsor”), pursuant to which the Sponsor purchased 6,750,000 warrants in the aggregate simultaneously with the closing of the Public Offering (as defined below) bearing the legend set forth in Exhibit B hereto (the “Private Placement

Warrants”), at a price of $1.00 per Private Placement Warrant, to purchase one ordinary share of Kismet, no par value (the “Kismet Ordinary Shares”), at $11.50 per share, subject to adjustment as described herein; and

WHEREAS, on August 10, 2020, Kismet consummated a public offering (“Public Offering”) of units, each such unit consisting of one Kismet Ordinary Share and one-half of one warrant to purchase Kismet Ordinary Shares (the “Units”) and, in connection therewith, issued and delivered 12,500,000 warrants to public investors in the Public Offering (the “Public Warrants”) to the public investors in the Public Offering; and

WHEREAS, on January 31, 2021, the Company, Kismet and the Sponsor entered into that certain Amended and Restated Forward Purchase Agreement (the “A&R Forward Purchase Agreement”) pursuant to which the Sponsor is being issued $50,000,000 of Ordinary Shares (as defined below) and warrants to purchase Ordinary Shares (the “Forward Purchase Warrants” and, together with the Private Placement Warrants and the Public Warrants, the “Warrants”) in a private placement transaction occurring on the date of the Merger (as defined below); and

WHEREAS, Kismet, the Company and Nexters Global Ltd. are parties to that certain Business Combination Agreement, dated as of January 31, 2021 (the “Business Combination Agreement”), which provides for, among other things, the merger of Kismet with and into the Company (the “Merger”), pursuant to which each outstanding Kismet Ordinary Share will be automatically converted into one newly issued ordinary share of the Company, no par value per share (the “Ordinary Shares”); and

WHEREAS, on August 25, 2021, the Company, Kismet and the Warrant Agent entered into an Assignment, Assumption and Amendment Agreement (the “Warrant Assumption Agreement”), pursuant to which Kismet assigned all of Kismet’s right, title and interest in and to this Agreement to the Company, and the Company assumed all of Kismet’s liabilities and obligations under this Agreement; and

WHEREAS, pursuant to the Business Combination Agreement, the Warrant Assumption Agreement and Section 4.6 of this Agreement, each Public Warrant and each Private Placement Warrant has been converted into the right to purchase one Ordinary Share rather than one Kismet Ordinary Share; and

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:”

2.3 Detachability of Warrants. Section 2.5 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“[INTENTIONALLY OMITTED.]”

2.4 Duration of Warrants. Section 3.2 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on September 25, 2021, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time on August 26, 2026, and (y) other than with respect to the Private Placement Warrants and the Forward Purchase Warrants then held by the Sponsor or its permitted transferees with respect to a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof, 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant then held by the Sponsor or its permitted transferees in connection with a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof) in the event of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Private Placement Warrant then held by the Sponsor or its permitted transferees in the event of a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided that the Company shall provide at least 20 days prior written notice of any such extension to registered holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.”

2.5 Forward Purchase Warrants. For purposes of conforming certain provisions of the Warrant Agreement to the description of the terms of the Forward Purchase Warrants set forth in the Prospectus:

2.5.1 The phrase “and with respect to any Forward Purchase Warrant, so long as such Forward Purchase Warrant is held by the Sponsor or its permitted transferees,” is hereby deleted from Section 3.3.1(b) of the Existing Warrant Agreement.

2.5.2 The words “and Forward Purchase Warrants” are hereby deleted from Section 6.2 of the Existing Warrant Agreement.

2.5.3 Section 6.5 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“Exclusion of Private Placement Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1 hereof shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor or its permitted transferees and (b) if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the redemption rights provided in Section 6.2 hereof shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor or its permitted transferees. However, once such Private Placement Warrants are transferred (other than to permitted transferees in accordance with Section 2.6 hereof), the Company may redeem the Private Placement Warrants pursuant to Section 6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section 6.4 hereof. Private Placement Warrants that are transferred to persons other than permitted transferees shall upon such transfer cease to be Private Placement Warrants and shall become Public Warrants under this Agreement, including for purposes of Section 9.8 hereof.”

3. Miscellaneous Provisions.

3.1 Effectiveness of Warrant. Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall be expressly subject to the occurrence of the Merger and shall automatically be terminated and shall be null and void if the Business Combination Agreement shall be terminated for any reason.

3.2 Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their permitted respective successors and assigns.

3.3 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

3.4 Applicable Law. The validity, interpretation and performance of this Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of laws. The parties hereby agree that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

3.5 Counterparts. This Agreement may be executed in any number of counterparts, and by facsimile or portable document format (pdf) transmission, and each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument.

3.6 Effect of Headings. The Section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

3.7 Entire Agreement. The Existing Warrant Agreement, as modified by this Agreement, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

[Remainder of page intentionally left blank.]

INWITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed as of the date first above written.

KISMET ACQUISITION ONE CORP
By:	/s/ Ivan Tavrin
Name:	Ivan Tavrin
Title:	Chief Executive Officer
NEXTERS INC.
By:	/s/ Andrey Fadeev
Name:	Andrey Fadeev
Title:	Chief Executive Officer
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:	/s/ James F. Kiszka
Name:	James F. Kiszka
Title:	Vice President

[Signature Page to Assignment, Assumptionand Amendment Agreement]

Exhibit 4.3

AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT

This Amendment No. 2, dated as of August 11, 2021 (this “Amendment No. 2”), to the Business Combination Agreement, dated as of January 31, 2021, as amended on July 17, 2021 (the “Business Combination Agreement”), by and among Kismet Acquisition One Corp., a British Virgin Islands business company (“Purchaser”), Kismet Sponsor Limited, a British Virgin Islands business company (“Sponsor”), solely in its capacity as the Purchaser Representative, Nexters Inc., a British Virgin Islands business company (“Pubco”), Nexters Global Ltd., a private limited liability company domiciled in Cyprus (the “Company”), Fantina Holdings Limited, a private limited liability company domiciled in Cyprus, solely in its capacity as the Company Shareholders Representative, and the shareholders of the Company set forth on the signature pages of the Business Combination Agreement, is made and entered into by and among Purchaser, Pubco, the Company, the Purchaser Representative and the Company Shareholders Representative (for and behalf of the Company Shareholders) (collectively, the “Relevant Parties”). Capitalized terms used but not defined in this Amendment No. 2 shall have the respective meanings ascribed to such terms in the Business Combination Agreement.

RECITALS

WHEREAS, pursuant to Section 13.8 of the Business Combination Agreement, the Relevant Parties desire to amend the Business Combination Agreement, as set forth in this Amendment No. 2.

AGREEMENT

NOWTHEREFORE, in consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the Relevant Parties hereby agree as follows:

**1.1 Section 2.2(b) ofthe Business Combination Agreement.**Section 2.2(b) of the Business Combination Agreement is hereby deleted in its entirety and replaced by the following:

(b) Prior to the Share Acquisition Closing, the Company Shareholders shall provide written instructions to Pubco and its Transfer Agent to issue and deliver the Exchange Shares in accordance with the percentage set forth opposite the name of each such Company Shareholder in Part A of Annex I; provided, that the number of Exchange Shares allocated to each Company Shareholder shall be reduced by such Company Shareholder’s Relevant Portion of the Deferred Exchange Shares.

**1.2 Section 2.4of the Business Combination Agreement.**Section 2.4 of the Business Combination Agreement is hereby deleted in its entirety and replaced by the following:

(a) The Company Shareholders shall be entitled to receive the Deferred Exchange Shares in accordance with, and subject to, the following provisions:

(i) Ten Million (10,000,000) Pubco Ordinary Shares (the “Milestone 1 Deferred Exchange Shares”) if, at any time during the Deferred Exchange Shares Period, the VWAP of the Pubco Ordinary Shares equals or exceeds $13.50 in any twenty (20) trading days within a thirty (30) trading day period on any securities exchange or securities market on which the Pubco Ordinary Shares are then traded; and

| 1 |

| --- |

(ii) an additional Ten Million (10,000,000) Pubco Ordinary Shares (the “Milestone 2 Deferred Exchange Shares” and, together with the Milestone 1 Deferred Exchange Shares, the “Deferred Exchange Shares”) if, at any time during the Deferred Exchange Shares Period, the VWAP of the Pubco Ordinary Shares equals or exceeds $17.00 in any twenty (20) trading days within a thirty (30) trading day period on any securities exchange or securities market on which the Pubco Ordinary Shares are then traded.

(b) Each Company Shareholder shall be entitled to its Relevant Portion of any Deferred Exchange Shares. The Deferred Exchange Shares shall be issued by Pubco within twenty (20) Business Days after the satisfaction of the requirements as set forth in Section 2.4(a).

(c) All shares and per share amounts in this Section 2.4 shall be appropriately adjusted to reflect splits, subdivisions, share dividends and similar events subsequent to the Closing Date.

(d) The Deferred Exchange Shares issued and delivered to the Company Shareholders, if any, shall be subject to the same restrictions that apply to the Exchange Shares under the Lock-Up Agreements for a period of twelve (12) months expiring on the first anniversary of the date of issue and delivery to the Company Shareholders of such Deferred Exchange Shares.

1.3 Section 14.1of the Business Combination Agreement.

(a) The definition of ‘Relevant Company Shareholders’ in Section 14.1 of the Business Combination Agreement is hereby deleted in its entirety.

(b) The definition of ‘Relevant Portion’ in Section 14.1 of the Business Combination Agreement is hereby deleted in its entirety and replaced by the following definition:

“Relevant Portion” means, with respect to each Company Shareholder, the percentage set forth opposite such Company Shareholder’s name on Part A of Annex I, which reflects such Company Shareholder’s pro rata share of the Deferred Exchange Shares.

1.4 AnnexI of the Business Combination Agreement. Part B of Annex I of the Business Combination Agreement is hereby deleted in its entirety.

2.	Effective Date. The Relevant Parties hereby acknowledge and agree that this Amendment No. 2 shall be effective as of the date hereof.
3.	Other Provisions. The provisions of Article XIII (Miscellaneous) of the Business Combination Agreement shall apply mutatis mutandisto this Amendment No. 2 and are deemed to be incorporated herein by reference.
---	---
4.	Effect of Amendment No. 2.
---	---

4.1 NoOther Amendments. Except as expressly amended by this Amendment No. 2, the Business Combination Agreement is unmodified and will remain in full force and effect.

| 2 |

| --- |

4.2 References. On and after the date hereof, each reference in the Business Combination Agreement to “this Agreement,” “hereof,” “herein,” “hereby,” “hereunder,” “hereto” and derivative or similar words referring to the Business Combination Agreement, and each reference in any other document relating to the “Business Combination Agreement,” the “Agreement,” “thereunder,” “thereof,” or words of like import referring to the Business Combination Agreement, means and references the Business Combination Agreement as amended by this Amendment No. 2.

5.	Entire Agreement**.The Business Combination Agreement, as amended by this Amendment No. 2, and the documents or instruments referred to therein, including any exhibits, annexes and schedules attached thereto, which exhibits, annexes and schedules are incorporated therein by reference, together with the Ancillary Documents and the LOI, embody the entire agreement and understanding of the Parties in respect of the subject matter contained therein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to in the Business Combination Agreement, as amended by this Amendment No. 2, or the documents or instruments referred to therein, which collectively supersede all prior agreements and the understandings among the Parties with respect to the subject matter contained therein.
	6.	Counterparts.**This Amendment No. 2 may be executed and delivered (including by facsimile, email or other electronic transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
---	---

[The remainder of this page is intentionallyleft blank]

| 3 |

| --- |