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    99 Bishopsgate

    London EC2M 3XF

    United Kingdom

    Tel: +44(0)20.7710.1000 Fax: +44(0)20.7374.4460

    www.lw.com

  FIRM / AFFILIATE OFFICES

    January 10, 2024

    Via EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

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  100 F Street, N.E.
  Madrid

Washington, D.C. 20549

  Attn:
  Christina Chalk

  Shane Callaghan

  Division of Corporation Finance

  Office of Mergers & Acquisitions

  Re:
  GDEV Inc.

  Schedule TO-I

  Filed December 19, 2023

  File No. 005-93469

To the addressees set forth above:

On behalf of our client, GDEV
Inc. (together with its subsidiaries, the “Company”), we submit this letter setting forth the responses of the
Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its comment letter dated December 28, 2023 (the “Comment Letter”) with respect to the Schedule TO-I
of the Company (File No. 005-93469), filed with the Commission on December 19, 2023 (the “Schedule TO”).
An electronic version of the Company’s Amendment No. 1 (“Amendment No. 1”) to the Schedule TO,
which has been revised to address the Staff’s comments to the Schedule TO, and otherwise to update and supplement the disclosures
set forth in the Schedule TO, has been concurrently filed with the Commission through its EDGAR system.

For your convenience, we
have set forth each comment of the Staff from the Comment Letter in bold and italics below and provided our response below each comment.
Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Schedule TO.

Latham & Watkins is the business name of Latham &
Watkins (London) LLP, a registered limited liability partnership organised under the laws of New York and authorised and regulated by
the Solicitors Regulation Authority (SRA No. 203820). A list of the names of the partners of Latham & Watkins (London)
LLP is open to inspection at its principal place of business, 99 Bishopsgate, London EC2M 3XF, and such persons are either solicitors,
registered foreign lawyers, or managers authorised by the SRA. We are affiliated with the firm Latham & Watkins LLP, a limited
liability partnership organised under the laws of Delaware.

    January 10, 2024

    Page 2

Schedule TO 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 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.

Response:

The Company acknowledges the Staff’s
comment and respectfully advises the Staff that in Amendment No. 1, it has revised Section 2, Section 10 and other relevant
disclosures in the Offer to Purchase to (i) supplement the stated purposes of the Offer to provide additional background and reasons
for the Offer, (ii) include a statement clarifying that the decrease in Mr. Gertsovskiy’s shareholding percentage will
not impact his director appointment rights and (iii) include a statement clarifying that the Offer is being made, in part, to enable
Mr. Gertsovskiy to liquidate a substantial number of his shares.

 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.

Response:

The Company acknowledges the Staff’s
comment and respectfully advises the Staff that in Amendment No. 1, for purposes of maintaining compliance with the all-holders requirement
of Rule 13e-4(f)(8)(i), the Company has revised the Offer to Purchase to remove all language that could be interpreted as a limitation
on participation in the Offer by persons subject to Sanctions, as well as to delete the defined term “Sanctions” that appears
on page 3 of the Offer to Purchase. The Company respectfully advises that Staff that because the all-holders requirement does not
permit the Company to limit participation in the Offer by persons subject to Sanctions, the Company believes that it is prudent and in
the best interests of investors for the Company to include language in the Offer to Purchase informing investors that if any investor,
or its beneficial owner, is the subject of sanctions imposed in any jurisdiction, participation in the Offer by such investor may constitute
a violation of law. Accordingly, the Company has included this prudential information, which neither restricts nor is intended to restrict
participation in the Offer by any of the Company’s shareholders, in place of the former language relating to Sanctions.

The Company respectfully advises the
Staff that, to the best knowledge of the Company, none of its affiliates is subject to Sanctions. The Company, however, is cognizant that
on December 12, 2023, Ivan Tavrin, the beneficial owner of one of its non-affiliate shareholders, Kismet Sponsor Limited, holding
a stake of approximately 6.0% in the Company as of December 18, 2023 (excluding shares issuable upon exercise of 6,125,000 warrants
held by Kismet Sponsor Limited), was named to the U.S. Department of Treasury’s Office of Foreign Assets Control’s Specially
Designated Nationals and Blocked Persons List (the “SDN List”) pursuant to Executive Order 14024 (Blocking Property
With Respect To Specified Harmful Foreign Activities of the Government of the Russian Federation), as disclosed by the Company in its
report on Form 6-K filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended, on December 13, 2023.
The Company has, in Amendment No. 1, included in this regard a clarifying statement in the beneficial ownership table appearing in
Section 10 of the Offer to Purchase. The Company is not aware of any other holder or beneficial owner of the Company’s shares
being the subject of Sanctions.

    January 10, 2024

    Page 3

 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.

Response:

The Company acknowledges the Staff’s
comment and respectfully advises the Staff that in Amendment No. 1, as noted in the Company’s response to comment 2 above,
it has removed all language that could be interpreted as a limitation on participation in the Offer by persons subject to Sanctions, as
well as the defined term “Sanctions” that appears on page 3 of the Offer to Purchase.

As background behind the genesis of
the disclaimers and other language relating to Sanctions that was originally included in the Offer to Purchase, the Company respectfully
advises the Staff that as the Company was finalizing the structure the Offer in early December 2023, the Company was not aware of
any shareholders, or beneficial owners of such shareholders, who were named to any list of individuals or entities subject to asset freeze
or other sanctions administered or enforced by the relevant governmental entities of United States, the European Union or the United Kingdom
(each, a “Sanctioned Person”). Nevertheless, because the Company could not – due to the nature of investors
holding securities “in street name” through brokers and dealers – be certain that no Sanctioned Person was a holder
of the Company’s shares, the Company included such language in its Offer to Purchase as a prophylactic measure designed to ensure
that by accepting for payment, purchasing or paying for shares in the Offer, the Company would not inadvertently be in violation of any
Sanctions. As noted in the Company’s response to comment 2 above, the Company has replaced the former language relating to Sanctions
with a prudential statement that if any investor, or its beneficial owner, is the subject of sanctions imposed in any jurisdiction, participation
in the Offer by such investor may constitute a violation of law.

Following the finalization of the structuring
of the Offer, on December 12, 2023, the Company became aware that Ivan Tavrin, the beneficial owner of one of its non-affiliate shareholders,
Kismet Sponsor Limited, was named to the SND List. In light of the inclusion of the former language regarding Sanctions – intended
to address the Company’s more general concern regarding Sanctions, as discussed in the paragraph above – in the Offer to Purchase
in its form at that time, the Company, following deliberations and discussions with its advisors, determined that the form of Offer to
Purchase did not require further amendment to take into account Mr. Tavrin’s being named to the SDN List. As noted in the Company’s
response to comment 2 above, in this regard, the Company has, in Amendment No. 1, included a clarifying statement in the beneficial
ownership table appearing in Section 10 of the Offer to Purchase.

Because the Company shares beneficially
owned by Mr. Tavrin are held directly in the Company’s share registry through its share registrar and transfer agent, Continental
Stock Transfer & Trust Company, a U.S. legal person (the “Share Registrar”), the Company understands
that the Share Registrar would be blocked from dealing in Mr. Tavrin’s shares pursuant to Executive Order 14024 (Blocking Property
With Respect To Specified Harmful Foreign Activities of the Government of the Russian Federation). Accordingly, Mr. Tavrin would
be unable to cause the Company’s shares beneficially owned by him to be tendered in the Offer.

    January 10, 2024

    Page 4

 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.

Response:

The Company acknowledges the Staff’s
comment and respectfully advises the Staff that although it qualifies for the Tier II cross-border exemptions, the Company does not intend
to rely on any such exemptions in respect of the Offer. Accordingly, the Company has “unchecked” the box alluding to “Rule 13e-4(i) (Cross-Border
Issuer Tender Offer)” on the cover page of Amendment No. 1, and has also indicated as much in the Explanatory Note to
Amendment No. 1.

 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).

Response:

The Company acknowledges the Staff’s
comment and respectfully advises the Staff that the Filing Fee Table and the resulting filing fee have been updated in Amendment No. 1
accordingly.

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 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.

Response:

The Company acknowledges the Staff’s
comment and respectfully advises the Staff that in Amendment No. 1, it has supplemented the disclosures relating to the Company’s
ownership structure following completion of the Offer as requested. In addition, the Company has included a statement clarifying that
the resulting decrease in Mr. Gertsvoskiy’s shareholding percentage will not impact his director appointment rights.

    January 10, 2024

    Page 5

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.

Response:

The Company acknowledges the