GDEV Inc F-3, filed Sep 12, 2024

GDEV Inc. (GDEV)

F-3 2024-09-12

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	ABOUT THIS PROSPECTUS					ii
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					v
	PROSPECTUS SUMMARY					1
	SUMMARY TERMS OF THE OFFERING					4
	RISK FACTORS					5
	USE OF PROCEEDS					10
	DESCRIPTION OF ORDINARY SHARES					11
	CAPITALIZATION					24
	TAXATION					26
	PLAN OF DISTRIBUTION					31
	EXPENSES RELATED TO THE OFFERING					32
	LEGAL MATTERS					33
	EXPERTS					34
	ENFORCEABILITY OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS					35
	WHERE YOU CAN FIND MORE INFORMATION					36
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					37

	BVI			Delaware
	• In accordance with, and subject to, our M&A, (a) any director of the company may convene meetings of the shareholders at such times and in such manner and places within or outside the British Virgin Islands as the director considers necessary or desirable; and (b) upon the written request of shareholders entitled to exercise thirty percent (30%) or more of the voting rights in respect of the matter for which the meeting is requested the directors shall convene a meeting of shareholders.			• May be held at such time or place as designated in the charter or the by-laws, or if not so designated, as determined by the board of directors.
	• May be held inside or outside the BVI.			• May be held inside or outside Delaware.
	• In accordance with, and subject to, our M&A, (a) the director convening a meeting shall give not less than 30 days’ nor more than 60 days’ written notice of a meeting of shareholders to those shareholders whose names on the date the notice is given appear as shareholders in the register of members of the company and are entitled to vote at the meeting, and the other directors; and (b) the director convening a meeting of shareholders shall fix in the notice of the meeting the record date for determining those shareholders that are entitled to vote at the meeting.			• Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any.

	BVI			Delaware
	• In accordance with, and subject to, our M&A (including, for the avoidance of any doubt, any rights or restrictions attaching to any shares), (a) a shareholder may be represented at a meeting of shareholders by a proxy who may speak and vote on behalf of the shareholder; and (b) the instrument appointing a proxy shall be produced at the place designated for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote.			• Any person authorized to vote may authorize another person or persons to act for him by proxy.
	• In accordance with, and subject to, our M&A (including, for the avoidance of any doubt, any rights or restrictions attaching to any shares), (a) a meeting of shareholders is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than 50 percent of the votes of the ordinary shares or class or series of ordinary shares entitled to vote on resolutions of shareholders to be considered at the meeting; and (b) if within two hours from the time appointed for the meeting a quorum is not present, the meeting, at the discretion of the			• The charter or bylaws may specify the number to constitute a quorum but in no event shall a quorum consist of less than one-third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares shall constitute a quorum.

	BVI			Delaware
	chairman of the board of directors, shall be dissolved or stand adjourned to a business day in the jurisdiction in which the meeting was to have been held at the same time and place.
	• In accordance with, and subject to, our M&A (including, for the avoidance of any doubt, any rights or restrictions attaching to any shares), (a) at any meeting of the shareholders, a resolution put to the vote of the meeting shall be decided on a show of hands by a simple majority, unless a poll is demanded by any shareholder present in person or by proxy, or by the Chairman. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place, or at which the poll is demanded, shall not be entitled to a second or casting vote.
	• In accordance with, and subject to, our M&A, (a) the rights attached to ordinary shares as specified in the M&A may only, whether or not the company is being wound up, be varied with the consent in writing of the holders of not less than one half of the issued shares of that class.			• Except as provided in the charter documents, changes in the rights of shareholders as set forth in the charter documents require approval of a majority of its shareholders.
	• In accordance with, and subject to, our M&A (including, for the avoidance of any doubt, any rights or restrictions attaching to any shares), the Company may amend its memorandum or articles by a resolution of shareholders or by a resolution of directors, save that no amendment may be made by a resolution of directors (inter alia): (i) to restrict the rights or powers of the shareholders to amend the memorandum or articles; (ii) to change the percentage of shareholders required to pass a resolution of shareholders to amend the memorandum or articles; (iii) in circumstances where the memorandum or articles cannot be amended by the shareholders.			• The certificate of incorporation or bylaws may provide for cumulative voting.

	BVI			Delaware
	• In accordance with, and subject to, our M&A (including, for the avoidance of any doubt, any rights or restrictions attaching to any ordinary shares), for so long as Everix has at least 50% of its ‘Initial Holding’ (which is the number of shares held by Everix immediately after the consummation of the Transactions) it is entitled to appoint two directors to the board. If Everix were to sell its shares such that it had 25 – 50% of its Initial Holding this would decrease to the			• Number of board members shall be fixed by the by laws, unless the charter fixes the number of directors, in which case a change in the number shall be made only by amendment of the charter.

	BVI			Delaware
	number of directors it is entitled to appoint to one director; below 25% there are no appointment rights. Mr. Andrey Fadeev and Mr. Boris Gertsovskiy (collectively, “FG”) have the same rights, acting together and with the number of shares they each hold aggregated for the purposes of calculating their Initial Holding and subsequent percentages thereof. Other directors of the Company are elected by resolution of shareholders or by resolution of directors for such term as the shareholders or directors determine. Each director holds office until the Company’s next annual general meeting immediately following their appointment, or until their earlier disqualification, death, resignation or removal. A director, other than one appointed by Everix or FG, may be removed from office by resolution of shareholders. A director may resign his office by giving written notice of his resignation to the Company and the resignation 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 specified in the notice and a director shall resign forthwith as a director if he is, or becomes, disqualified from acting as a director under the Companies Act. A director is not required to hold shares as a qualification to office.

	BVI			Delaware
	• Directors owe duties at both common law and under statute including as follows:			• Directors and officers must act in good faith, with the care of a prudent person, and in the best interest of the corporation.
	• Duty to act honestly and in good faith and in what the director believes to be in the best interests of the company;			• Directors and officers must refrain from self-dealing, usurping corporate opportunities and receiving improper personal benefits.
	• Duty to exercise powers for a proper purpose and directors shall not act, or agree to the Company acting, in a manner that contravenes the Companies Act or the M&A;
	• The Companies Act provides that a director of a company shall, forthwith after becoming aware of the fact that he is interested in a transaction entered into, or to be entered into, by the company, disclose the interest to the board of the company. However, the failure of a director to disclose that interest does not affect the validity of a transaction entered into by the director or the company, so long as the transaction was not required to be disclosed because the transaction is			• Directors may vote on a matter in which they have an interest so long as the director has disclosed any interests in the transaction.

	BVI			Delaware
	between the company and the director himself and is in the ordinary course of business and on usual terms and conditions. Additionally, the failure of a director to disclose an interest does not affect the validity of the transaction entered into by the company if (a) the material facts of the interest of the director in the transaction are known by the shareholders entitled to vote at a meeting of shareholders and the transaction is approved or ratified by a resolution of shareholders or (b) the company received fair value for the transaction.

	BVI			Delaware
	• Generally speaking, the company is the proper plaintiff in any action. A shareholder may, with the leave of the BVI court, bring proceedings or intervene in proceedings in the name of the company, in certain circumstances. Such actions are known as derivative actions. The BVI court may only grant leave to bring a derivative action where the following circumstances apply:			• In any derivative suit instituted by a shareholder of a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder’s stock thereafter devolved upon such shareholder by operation of law.
	• the company does not intend to bring, diligently continue or defend or discontinue the proceedings; and			• Complaint shall set forth with particularity the efforts of the plaintiff to obtain the action by the board or the reasons for not making such effort.
	• it is in the interests of the company that the conduct of the proceedings not be left to the directors or to the determination of the shareholders as a whole. When considering whether to grant leave, the BVI court is also required to have regard to the following matters:			• Such action shall not be dismissed or compromised without the approval of the Delaware Court of Chancery.
	• whether the shareholder is acting in good faith;
	• whether a derivative action is in the interests of the company, taking into account the directors’ views on commercial matters;
	• whether the action is likely to succeed;
	• the costs of the proceedings in relation to the relief likely to be obtained; and
	• whether an alternative remedy to the derivative claim is available.

	As of June 30, 2024 (US$ in thousands)
Cash(1)		50,752
Total indebtedness		0
Equity
Additional paid-in capital(1)		25,693
Share-based payments reserve(1)		143,611
Treasury share reserve(1)		(33,109)
Translation reserve(1)		5,904
Accumulated deficit(1)		(260,806)
Total equity(1)		(118,707)
Total capitalization(2)		(118,707)

Assumed offering price per ordinary share			$	27.27
Net tangible book value per ordinary share as of June 30, 2024	$	(11.06)
Increase in net tangible book value per ordinary share attributable to this offering	$	3.29
As adjusted net tangible book value per ordinary share as of June 30, 2024			$	(7.77)
Dilution per ordinary share to investors in this offering			$	35.04

Expenses	Amount
SEC registration fee		$	6,841.31
FINRA filing fee		$	7,452.55
Printing expenses		$	9,000
Legal fees and expenses		$	380,000
Accounting fees and expenses		$	310,000
Total		$	713,293.86

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

Signature	Capacity	Date
/s/ Andrey Fadeev Andrey Fadeev	Chief Executive Officer and Director (principal executive officer)	September 12, 2024
/s/ Alexander Karavaev Alexander Karavaev	Chief Financial Officer (principal financial officer and principal accounting officer)	September 12, 2024
/s/ Natasha Braginsky Mounier Natasha Braginsky Mounier	Chairperson & Director	September 12, 2024
/s/ Marie Holive Marie Holive	Director	September 12, 2024
/s/ Olga Loskutova Olga Loskutova	Director	September 12, 2024
/s/ Andrew Sheppard Andrew Sheppard	Director	September 12, 2024
/s/ Tal Shoham Tal Shoham	Director	September 12, 2024

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

	From:	GDEV Inc.

	To:	[Designated Agent] (the “Designated Agent”) Attention: [•]

	Subject:	Placement Notice

	Date:	[•], 202[•]

Legal Name of Subsidiary	Jurisdiction of Incorporation
Nexters Global Limited	Cyprus
Nexters Studio Armenia LLC	Armenia

GDEV Inc. 2^nd Floor, Water’s Edge Building Wickhams Cay II Road Town Tortola, VG1110 British Virgin Islands		D +1 284 852 7309
		E michael.killourhy@ogier.com

		Reference: 500484.00004/MJK/HBT

		September 12 2024

Very truly yours,

GDEV Inc.

By:	/s/ Andrey Fadeev
	Name:	Andrey Fadeev
	Title:	Chief Executive Officer

ACCEPTED as of the date first-above written:

CANTOR FITZGERALD & CO.

By:	/s/ Sameer Vasudev
	Name:	Sameer Vasudev
	Title:	Managing Director

OPPENHEIMER & CO. INC.

By:	/s/ Peter Bennett
	Name:	Peter Bennett
	Title:	Managing Director, Head of ECM

Telephone	+30 210 6062100
Fax	+30 210 6062111
Email:	info@kpmg.gr