GDev Form 20-F: FY 2021

Key insights

7 takeaways

01
Nexters Inc. completed a business combination on August 26, 2021, resulting in its ordinary shares and warrants being listed on the Nasdaq Global Market under the symbols GDEV and GDEVW.
02
The transaction involved a $50 million private placement (PIPE) of 5,000,000 ordinary shares at $10.00 per share to institutional investors.
03
As of the August 26, 2021 closing date, Nexters Inc. had 196,523,101 ordinary shares issued and outstanding.
04
The company is incorporated in the British Virgin Islands with its principal executive offices located in Limassol, Cyprus.
05
CEO Andrey Fadeev holds 39,790,076 ordinary shares, representing a 20.2% beneficial ownership stake in the company post-transaction.
06
The company has 20,250,000 warrants outstanding, each entitling the holder to purchase one ordinary share.
07
Financial statements for the company are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

Summary

Nexters Inc. transitioned into a publicly traded entity on August 26, 2021, following a strategic business combination with Kismet Acquisition One Corp and Nexters Global Ltd. This transaction established Nexters Inc. as the parent company, facilitating its entry onto the Nasdaq Global Market under the ticker symbol GDEV. The reorganization solidified the corporate structure for the mobile and social gaming developer, which now operates as a foreign private issuer.

As of the completion of this merger, the company reported 196,523,101 ordinary shares outstanding alongside 20,250,000 warrants listed under the symbol GDEVW. Financial policy remains focused on long-term growth rather than immediate shareholder returns, as the company has elected not to pay dividends, opting instead to retain all earnings to fund ongoing business operations and expansion efforts.

The formalization of this entity involved extensive legal and financial restructuring, supported by a comprehensive framework of governance agreements, including lock-up and registration rights provisions. These arrangements ensure regulatory compliance and define the operational parameters for the newly public organization. With the filing certified by CEO Andrey Fadeev, the company has successfully transitioned its corporate status to support its continued development within the global mobile and social gaming sectors.