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United States securities and exchange commission logo
December 28, 2023
Andrey Fadeev
Chief Executive Officer
GDEV Inc.
55, Griva Digeni
3101, Limassol
Cyprus
Re:GDEV Inc.
Schedule TO-I Filed December 19, 2023
File No. 005-93469
Dear Andrey Fadeev:
            We have reviewed your filing and have the following comments.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms used herein have the same meaning as in your offer materials, unless otherwise
indicated.
Schedule TO-I Filed December 19, 2023
General
1.We note that one of the Company's co-founders, Boris Gertsovskiy, intends to tender
approximately 10 million shares in the Offer and a former employee, Aleksandr Ivanov,
may tender an additional 3,658,754 shares. Item 5 of Schedule TO and Item 1005(e) of
Regulation M-A require disclosure of any agreements, arrangements or understandings
between the Company and any persons with respect to any securities of the
Company. Item 6 of Schedule TO and Item 1006(c) of Regulation M-A require disclosure
of any plans or negotiations relating to purchases of the subject securities or changes in
the board of directors. Please revise the Offer to Purchase to provide the information
required by these Items with respect to any negotiations or understandings between these
individuals and the Company leading up to the Offer. With respect to Mr. Gertsovskiy's
right to appoint directors based on his share ownership, revise to explain how this right
could be impacted, assuming the 10 million shares he intends to tender are purchased in

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GDEV Inc.
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the Offer. As a general matter, to the extent that these individuals participated in
negotiating, structuring or discussing the terms of the Offer, the offer materials should be
expanded to describe these contacts. Additionally, if the Offer is being made, in whole or
in part, to enable these individuals to liquidate their shares, the offer materials should be
revised to explicitly state this.
2.Throughout the Offer to Purchase, such as at the bottom of page i, you state that no
persons subject to Sanctions are eligible to participate or tender shares in the Offer. In
your response letter, please explain how this limitation on participation in the Offer is
consistent with the all-holders requirement of Rule 13e-4(f)(8)(i). Please advise or
revise. Additionally, revise the offer materials to state whether any affiliates of the
Company are subject to Sanctions.
3.See our last comment above. The definition of "Sanctions" on page 3 of the Offer to
Purchase is vague and overly broad, such that it is not clear who is prohibited from
participating in the Offer. Pending resolution of the all-holders issue raised above,
this definition should be revised to specifically enumerate the sanctions which would
render a shareholder ineligible to participate in the Offer. Currently, the definition refers
to sanctions imposed by "the United States Government or other applicable governments"
(emphasis added) and includes the qualifier "including, without limitation" to potentially
encompass a broad range of unspecified entities and laws that would prohibit
participation. Please revise to identify the specific sanctions that apply for purposes of the
Offer and the governments and governmental or other entities that administer them. Also
provide a general explanation of what each sanction relates to.
4.We note that you have checked a box on the cover page of the Schedule TO indicating
that the Company is relying on Rule 13e-4(i). Please revise the offer materials generally to
highlight and explain how the terms of this Offer differ from a domestic offer, given your
reliance on the Tier II cross-border exemptions. As one example only, we note that on
page 20 of the Offer to Purchase you disclose that you will pay for tendered shares
promptly after the Expiration Time, but do not define what constitutes "promptly" for
these purposes. If the Company will rely on foreign payment practice, and that practice
differs from the U.S. concept of prompt payment for purposes of a tender offer, this
should be explained in the offer materials. Please revise or advise.
5.In the Filing Fee Table (Exhibit 107), you use a maximum aggregate purchase price of
$20 million for the ordinary shares subject to the Offer in determining the filing fee.
Consistent with your disclosure in the Offer to Purchase, please update the Filing Fee
Table (and the resulting filing fee) to reflect a maximum aggregate purchase price of $40
million (20 million ordinary shares at a price of $2.00 per ordinary share).
Certain Significant Considerations, page 7
6.We note the statement here, which also appears throughout the Offer to Purchase, that
"[i]f Mr. Gertsovskiy tenders 10 million shares as he has indicated, our ownership

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 Comapany NameGDEV Inc.
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structure following completion of the Offer will be different than our ownership structure
prior to the Offer." Please expand to explain how your ownership structure will differ,
assuming all of those 10 million shares are purchased. In addition to reducing his
ownership percentage, explain how Mr. Gertsovskiy tendering these shares may impact
his ability to nominate directors to the Company's board of directors pursuant to his
existing agreement with the Company.
Procedures for Tendering Shares, page 15
7.Refer to the following statements on page 18 of the Offer to Purchase: “The Company will
determine, in its sole discretion, all questions as to the validity, form, eligibility (including
time of receipt) and acceptance for purchase of any tender of shares, and its determination
will be final and binding on all parties. . . . By tendering shares to us, you agree to accept
all decisions we make concerning these matters and waive any right you might otherwise
have to challenge those decisions” (emphasis added). Consistent with your disclosure in
Section 4 “Withdrawal Rights,” please revise these statements to include a qualifier that
shareholders are not foreclosed from challenging your determination in a court of
competent jurisdiction.
Withdrawal Rights, page 19
8.Refer to the following disclosure made on page 19 of the Offer to Purchase: “You may
also withdraw your previously tendered shares at any time after 5:00 p.m., Eastern Time,
on January 18, 2024, unless such shares have been accepted for payment as provided in
the Offer.” It does not appear that January 18, 2024 is the 40th business day (as defined in
Rule 13e-4(a)(3)) after commencement of this Offer. See Rule 13e-4(f)(2)(ii). Please
revise or advise.
Conditions of the Offer, page 20
9.Refer to the last bullet point on page 20 of the Offer to Purchase. As currently drafted, the
language here suggests that the Offer is conditioned on at least 15 million shares being
tendered AND being withdrawn before the Expiration Time. Please revise.
10.Revise to explain what is meant by "the imposition of . . . general minimum or maximum
price limits on prices for, trading in securities on any [U.S. exchange]" in the first bullet
on page 21 of the Offer to Purchase or delete this language.
11.Refer to the following statement in the first paragraph on page 23 of the Offer to
Purchase: “Our failure at any time to exercise any of the foregoing rights will not be
deemed a waiver of any right, and each such right will be deemed an ongoing right that
may be asserted at any time and from time to time prior to the Expiration Time.” If an
offer condition is “triggered” while an offer is pending, in our view, the offeror must
promptly inform shareholders whether it will assert the condition and terminate the offer,
or waive it and continue. Reserving the right to waive a condition “at any time and from
time to time” may be inconsistent with your obligation in this regard. Please confirm in

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 Comapany NameGDEV Inc.
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Andrey  Fadeev
GDEV Inc.
December 28, 2023
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your response letter that you will promptly notify target shareholders if a condition is
triggered while the Offer is pending.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Christina Chalk at 202-551-3263 or Shane Callaghan at
202-330-1032.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions