POS EX 1 tm2213122d4_posex.htm POS EX

 

As filed with the Securities and Exchange Commission on April 29, 2022.

Registration No. 333-259707

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-1

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

 

 

 

Nexters Inc.

(Exact name of registrant as specified in its charter)

 

 

 

British Virgin Islands 7371 Not applicable

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

 

Nexters Inc.

55, Griva Digeni

3101, Limassol

Cyprus

Telephone: +35722580040

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

Puglisi & Associates

850 Library Ave., Suite 204

Newark, DE 19711

Telephone: 302-738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies of all correspondence to:

 

J. David Stewart, Esq.

Latham & Watkins LLP

99 Bishopsgate

London, U.K., EC2M 2XF

Tel: (+44) (0)20 7710 1000

 

 

 

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-259707

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company x

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 

 

This Post-Effective Amendment No. 1 shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.

 

 

 

 

 

Explanatory note

 

This Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form F-1 (File No. 333-259707) (the “Registration Statement”) of Nexters Inc. (the “Company”), as originally declared effective by the Securities and Exchange Commission on September 27, 2021, is being filed as an exhibit-only filing solely to file the consent of JSC “KPMG” with respect to its report dated April 29, 2022 relating to the financial statements of the Company contained in its Annual Report on Form 20-F as of and for the year ended December 31, 2021 and included in the Prospectus Supplement No. 8 dated April 29, 2022 filed pursuant to Rule 424(b)(3), filed herewith as Exhibit 23.1 (the “Consent”). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 8 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the Consent. The prospectus and the balance of Part II of the Registration Statement are unchanged hereby and have been omitted.

 

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 8. Exhibits and Financial Statement Schedules

 

(a)       Exhibits

 

Exhibit
No.

 

Description 

23.1*   Consent of JSC “KPMG”.

 

(*)       Filed herewith

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form F-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Limassol, Cyprus on the 29th day of April, 2022.

 

  Nexters Inc.
   
  By: /s/ Andrey Fadeev
  Name: Andrey Fadeev
  Title: Chief Executive Officer and Director

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Capacity    Date 
/s/ Andrey Fadeev     Chief Executive Officer and Director     April 29, 2022  
Andrey Fadeev     (principal executive officer)      
         
/s/ Alexander Karavaev     Chief Financial Officer     April 29, 2022  
Alexander Karavaev     (principal financial officer)      
         
/s/ Badma Budaev     Head of Group IFRS Reporting     April 29, 2022  
Badma Budaev     (principal accounting officer)      
         
                *                     Director     April 29, 2022  
Boris Gertsovskiy          
         
                *                     Director     April 29, 2022  
Dmitrii Bukhman          
         
                *                     Director     April 29, 2022  
Igor Bukhman          
         
                *                     Director     April 29, 2022  
Ivan Tavrin          
         
                *                     Director     April 29, 2022  
Andrew Sheppard          

  

*By: /s/ Andrey Fadeev    
  Andrey Fadeev  
  Attorney-in-fact  

 

 

 

 

AUTHORIZED REPRESENTATIVE

 

Pursuant to the requirement of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Nexters Inc., has signed this Post-Effective Amendment to the Registration Statement on Form F-1 in Newark, Delaware, on the 29th day of April, 2022.

 

Puglisi & Associates

 

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