SC 13G 1 tm226320d3_sc13g.htm SC 13G

 

 

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

Schedule 13G

 

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No.    )*

 

Nexters Inc.

(Name of Issuer)

 

Ordinary shares, no par value per share

(Title of Class of Securities)

 

G6529J100

(CUSIP Number)

 

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)
¨Rule 13d-1(c)
xRule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. G6529J100Schedule 13GPage 1 of 7

 

1

Names of Reporting Persons

 

Kismet Sponsor Limited

 

2

Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization

 

British Virgin Islands

 

 

Number of Shares
Beneficially Owned
by Each Reporting
Person With		 5

Sole Voting Power

 

0

 

6

Shared Voting Power

 

11,750,000

 

7

Sole Dispositive Power

 

0

 

8

Shared Dispositive Power

 

11,750,000

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,750,000

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

 

11

Percent of Class Represented by Amount in Row 9

 

6.0%

 

12

Type of Reporting Person

 

OO

 

 

 

CUSIP No. G6529J100Schedule 13GPage 2 of 7

 

 

 

1

Names of Reporting Persons

 

Ivan Tavrin

 

2 Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization

 

Russian Federation

 

 

Number of Shares
Beneficially Owned
by Each Reporting
Person With		 5

Sole Voting Power

 

0

 

6

Shared Voting Power

 

11,750,000

 

7

Sole Dispositive Power

 

0

 

8

Shared Dispositive Power

 

11,750,000

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,750,000

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

 

11

Percent of Class Represented by Amount in Row 9

 

6.0%

 

12

Type of Reporting Person

 

IN

 

 

 

CUSIP No. G6529J100Schedule 13GPage 3 of 7

 

ITEM 1.(a) Name of Issuer:

 

Nexters Inc. (the “Issuer”).

 

(b)Address of Issuer’s Principal Executive Offices:

 

55, Griva Digeni, 3101, Limassol, Cyprus.

 

ITEM 2.(a) Name of Person Filing:

 

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

 

Kismet Sponsor Limited

Ivan Tavrin

 

(b)Address or Principal Business Office:

 

The principal business address of Kismet Sponsor Limited is Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola, VG1110 British Virgin Islands.

 

The business address of Ivan Tavrin is 6 Floor, Business Center “White Gardens”, Building B, Lesnaya Street 9, Moscow 125047, Russia.

 

(c)Citizenship of each Reporting Person is:

 

Kismet Sponsor Limited is organized under the laws of the British Virgin Islands.

 

Ivan Tavrin is a citizen of the Russian Federation.

 

(d)Title of Class of Securities:

 

Ordinary shares, no par value per share (“Ordinary Shares”).

 

(e)CUSIP Number:

 

G6529J100

ITEM  3.     

 

Not applicable.

 

 

CUSIP No. G6529J100Schedule 13GPage 4 of 7

 

ITEM 4.Ownership.

 

(a-c)

 

The ownership information presented below represents beneficial ownership of Ordinary Shares of the Issuer as of February 14, 2022, based upon 196,503,101 Ordinary Shares outstanding as of September 30, 2021 based on the information included in the Issuer’s current report on Form 6-K filed with the Securities and Exchange Commission on November 17, 2021.

 

Reporting Person 

Amount

beneficially

owned

  

Percent

of class:

   Sole power to vote or to direct the vote:   Shared power to vote or to direct the vote:  

Sole power to dispose or to direct the disposition

of:

  

Shared

power to

dispose or

to direct

the

disposition

of:

 
Kismet Sponsor Limited   11,750,000    6.0%   0    11,750,000    0    11,750,000 
Ivan Tavrin   11,750,000    6.0%   0    11,750,000    0    11,750,000 

 

       Kismet Sponsor Limited is the record holder of the Ordinary Shares reported herein.

 

Since their issuance to and including the date hereof, the Ordinary Shares were directly held by Kismet Sponsor Limited. At the time of issuance of the Ordinary Shares, Ivan Tavrin owned a 100% interest in Kismet Sponsor Limited and therefore may at that time have been deemed to share beneficial ownership of the Ordinary Shares owned by Kismet Sponsor Limited.

 

In December 2021, in connection with a number of restructuring actions, Mr. Tavrin transferred his 100% interest in Kismet Sponsor Limited to Kismet Holdings Limited. As of the date hereof, Kismet Holdings Limited directly holds a 100% interest in Kismet Sponsor Limited. Because Mr. Tavrin holds a 22% interest in Kismet Holdings Limited, he maintains an indirect 22% interest in Kismet Sponsor Limited. In addition, Mr. Tavrin has (i) sole voting power over all the Ordinary Shares held by Kismet Sponsor Limited pursuant to a Special Power of Attorney and Irrevocable Proxy, dated December 23, 2021, executed as a deed by Kismet Sponsor Limited, and (ii) sole dispositive power over all the Ordinary Shares held by Kismet Sponsor Limited until February 11, 2023, pursuant to a Special Power of Attorney, dated December 23, 2021, executed as a deed by Kismet Holdings Limited. Accordingly, Mr. Tavrin may be deemed to share beneficial ownership over the Ordinary Shares owned by Kismet Sponsor Limited.

 

Kismet Sponsor Limited disclaims beneficial ownership over the Ordinary Shares.

 

 

CUSIP No. G6529J100Schedule 13GPage 5 of 7

 

ITEM 5.Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

ITEM 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

ITEM 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

ITEM 8.Identification and Classification of Members of the Group.

 

Not applicable.

 

ITEM 9.Notice of Dissolution of Group.

 

Not applicable.

 

ITEM 10.Certification.

 

Not applicable.

 

 

CUSIP No. G6529J100Schedule 13GPage 6 of 7

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 14, 2022

 

  Kismet Sponsor Limited
     
  By: /s/ Natalia Markelova
  Name: Natalia Markelova
  Title: Director
     
  Ivan Tavrin
     
  /s/ Ivan Tavrin

 

 

CUSIP No. G6529J100Schedule 13GPage 7 of 7

 

LIST OF EXHIBITS

 

Exhibit No.   Description
     
99   Joint Filing Agreement.