About

Nexters is an international game development company headquartered in Cyprus with a team of 800+ inspired gaming professionals from more than 10 countries. We are a top-5 European mobile game developer with 5 games in active operation across the globe on mobile, social, and desktop.

Nexters is a sizable business with 443 million dollars of bookings in 2020, which is well diversified across key platforms and geographies as we know how to localize and adopt content for local needs and be efficient across various markets. Nexters product strategy is based on further growth in casual and midcore market segments, while consolidation and investing in new talents help our company become a leader in the gaming industry. Please find more information about Nexters at our main web-site: http://nexters.com

Governing Documents

The Board of Directors of Nexters Global Ltd (the "Company") sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

SEC Filings

Please find Nexters SEC filings at SEC official web-site: https://sec.report/Ticker/gdev

Nexters Confidential and Anonymous Financial Concern Hotline

The SEC, in the final ruling regarding standards relating to Audit Committees, requires that Nexters provide a facility for the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters.

Please feel free to contribute any comments through this interface regarding such accounting matters. Your message is encrypted and will be delivered directly to the Audit Committee.

Understanding and acting upon any issues that exist regarding financial, accounting and/or audit matters is an essential component to Nexters ability to take action and ensure the highest levels of financial fidelity.

When you send a message using any of these methods, you will receive back a 14 to 16-digit code that can be used to access the status of your message. The Audit Committee may also use this to ask you, with complete confidentiality, for additional information regarding this issue.

To anonymously follow up on your message, please click here.

Thank you. Integrity is everyone's responsibility at Nexters.

Press releases

Nexters announces changes to its headcount

June 29, 2022 – Limassol, Cyprus – Nexters Inc. (NASDAQ: GDEV), an international game development company (“Nexters” or the “Company”), today announced changes to its headcount due to a number of economic, industry, geopolitical and company-related factors. The announced changes will impact 235 employees located in Russia, Cyprus, Turkey, Armenia, Georgia and other countries. Nexters considers these measures to be necessary in light of the aforementioned factors, yet sufficient for the Company's further successful operation and execution of its organic and inorganic growth strategy.

Earlier today, Nexters’ Co-Founder and CEO, Andrey Fadeev, held a video meeting with all Nexters’ employees to explain the reasons which led to the announced changes. Below are the key highlights of that message:

  • This year Nexters faced a number of negative external factors at the same time: the increasing likelihood of an overall macroeconomic recession, growing inflation in key markets, changes in user privacy and the advertising market, recent geopolitical events, and other factors.
  • Within the last several months, Nexters implemented a number of crisis management initiatives, including measures to optimize expenses and focus on the Company’s most critical operations businesswise.
  • Nexters’ team has doubled in 2021 to over 900 employees, however the Company faced difficulties growing its operational efficiency accordingly. Due to that, in the current environment Nexters needs to take one step back in terms of the size of the team and optimize its operation and focus.
  • Nexters values people and the contribution of everyone departing from the Company and will provide certain departure benefits such as compensation, an extension of medical insurance, psychological support, assistance with new employment, and relocation support, if needed.
  • This difficult decision has been made only after careful consideration of the options available to Nexters in the current environment, but was determined necessary to secure the resiliency of the Company, which will also require continued hard work, clear vision and full dedication from everyone in the team.

Nexters will keep to its previously announced plans to continue the expansion of its existing titles, launching new ones, and developing the Company's merger & acquisition initiatives.

About Nexters

Nexters is an international game development company which, thanks to such hit games like Hero Wars, Throne Rush, and others, reached over 200 million installs worldwide and became one of the top five independent mobile game companies in Europe. Headquartered in Cyprus, Nexters is built upon a team of inspired gaming professionals from more than 20 countries. Please find more information about Nexters at: https://nexters.com and follow Nexters on LinkedIn and Twitter.

Contacts:

Investor Relations

Roman Safiyulin | Chief Corporate Development Officer

rs@nexters.com

Media

Andrey Akimov | Chief Communications Officer

aa@nexters.com

Cautionary statement regarding forward-looking statements

Certain statements in this press release may constitute “forward-looking statements” for purposes of the federal securities laws. Such statements are based on current expectations that are subject to risks and uncertainties. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

The forward-looking statements contained in this press release are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are the Company’s control) or other assumptions. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the registration statement on Form F-1 filed by the Company on September 22, 2021 and other documents filed by the Company from time to time with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Nexters announces preliminary financial and operational results for fourth quarter and full year 2021

Supplementary slides

March 30, 2022 – Limassol, Cyprus – Nexters Inc. (NASDAQ: GDEV), an international game development company (“Nexters” or the “Company”), today released its preliminary, unaudited financial and operational results for the fourth quarter and full year ended December 31, 2021. The Company’s metrics show record high revenues, bookings and number of paying users.

2021 Financial Year Highlights

Financial:

  • Record high annual revenues of $434 million, growing 66% year-over-year
  • Non-cash non-recurring listing expense of $125 million caused net loss in 2021 which amounted to $124 million
  • Adjusted Net Profit stays in a positive zone two years in a row, growing in 2021 more than 3 times to $5 million from $1.5 million in 2020
  • Our cash and cash equivalents totaled $143 million, growing 69% year-over-year

Operational:

  • Record high bookings of $562 million, growing 26% year-over-year in line with provided guidance
  • 362 thousand of Monthly Paying Users, growing 27% year-over-year
  • Average Bookings per Paying User reached $123, broadly stable compared to $126 in 2020
  • Bookings in Asia almost doubled year-over-year with Japan and South Korea being the key drivers
  • Bookings on Desktop platform grew 57% year-over-year and now account for 32% of total bookings
  • Four gaming releases: two official mobile releases, one technical launch on mobile, and one web platform release

Fourth Quarter 2021 Highlights

Financial:

  • Record high quarterly revenues of $123 million, growing 65% year-over-year
  • Net Profit of $11 million in Q4 2021 vs. $6 million in Q4 2020
  • Adjusted Net Profit of $24 million in Q4 2021 vs.$9 million in the respective period of 2020
  • Сash flow generated from operating activities of $44 million, growing 5% year-over-year

Operational:

  • Quarterly bookings of $144 million, growing 20% year-over-year
  • 363 thousand of Monthly Paying Users, growing 28% year-over-year
  • Island Questaway game soft-launched, Puzzle Odyssey game technically launched

Update on recent geopolitical developments

Recently, as a result of the military actions in Ukraine, a number of governments, including those of the United States, United Kingdom and European Union, have imposed unprecedented sanctions on specified persons and entities in Russia. While the situation remains highly fluid and additional sanctions are possible, neither Nexters, nor any of its subsidiaries is currently subject to any sanctions that have been imposed. Nevertheless, based on the Nexters current geographical distribution of bookings, management believes that the latest geopolitical developments will have certain residual negative effects on Nexters’ future financial performance, limited to the share of bookings deriving from the markets of the former Soviet Union (FSU), which stood at 13% of our total for 2021 and which, as a percentage of our total bookings, has been declining over the past few years. The exact effects cannot currently be reliably estimated due to the constantly changing environment.

Nexters is a global firm and its key shareholders reside in the European Union and the United Kingdom with no single shareholder having an interest in more than 50% of the outstanding shares (the founders, Andrey Fadeev EU and Boris Gertsovskiy EU, each hold approx. 20.2%, Everix Investments Limited (beneficially owned by Dmitrii Bukhman and Igor Bukhman UK) holds approx. 37.8%). Players of Nexters’ games are spread all around the globe, with the United States, Europe, and Asia being the largest markets, altogether representing close to 78% of the Company’s bookings.

Nexters has an international board of directors and a Cyprus-based management team. The majority of the Company’s critical personnel, responsible for sustaining the operations of the Company, is located in Cyprus and other countries of the European Union, with Russia being used mostly for non-critical, administrative and supportive functions. We are offering relocation assistance to our employees from the affected countries, with the aim to accelerate the relocation of personnel to safe locations.

Nexters will continue to analyze the announced sanctions, any potential additional sanctions, and the situation in the key markets in which Nexters operates in order to be able to react to the changing environment accordingly and to make every effort to minimize any negative impact on its business. All Nexters games that have been launched are available on all platforms. Nexters continues to develop, operate, and support all of its games.

On February 28, 2022, Nasdaq and the New York Stock Exchange imposed a suspension of trading in securities of a number of companies with operations in Russia, including Nexters, which suspension currently remains in place. Nexters has been in regular communication with representatives of Nasdaq since the imposition of the suspension of trading in an effort to lift the suspension. We will continue to cooperate with Nasdaq on this matter.

Nexters is not aware of any restrictions on the ability of U.S. and non-U.S. persons to acquire and trade in Nexters securities. As a company based in and managed from the European Union, neither Nexters, nor any of its subsidiaries is subject to recently announced sanctions as of the date of this press release, other than the suspension of trading mentioned above.

Update on recent performance

On January 28, 2022, Nexters entered into acquisition and investment agreements with three gaming companies, investing around $100 million to expand in midcore genres. With the deals Nexters will bring the world’s No. 3 mobile first-person shooter Pixel Gun 3D and other titles within its product offerings, amplifying Nexters’ position in midcore, the leading segment of mobile gaming. Through the allocated funding and its expertise in midcore, Nexters aims to propel the companies’ future growth on the international markets. All transactions are expected to be financed by a mix of Nexters’ cash on balance and a new share issuance[1].

Due to restrictions recently imposed by the key user acquisition platforms and unpredictable return on advertising spends in the key markets of the FSU, we have taken the decision to suspend our marketing investments in that region at the moment. Players in the region have also been experiencing difficulties making in-game purchases, as key platforms have implemented limitations for users in Russia. We expect that these factors will affect our bookings coming from the FSU region, which in 2021 represented 13% of our total bookings and which, as a percentage of our total bookings, has been declining over the past few years.

Nexters confirms that prior to the beginning of military conflict in Ukraine, it has seen sustainable bookings growth in January and February 2022 with year-over-year percentage growth in the mid twenties. Nevertheless, bearing in mind the overall market turbulence and our inability to conduct full capacity operations in a number of geographies of FSU, we are currently anticipating a deceleration of our total growth rate during the rest of the year 2022 and are not in a position to provide guidance for the full year 2022 at the moment.

Fourth quarter and Financial Year 2021 financial performance

US$ million
Q4 2021
Q4 2020
Change (%)
FY 2021
FY 2020
Change (%)
Revenue
123
74
65%
434
261
66%
Platform commissions
(33)
(21)
55%
(117)
(75)
56%
Game operation cost
(6)
(6)
0%
(19)
(17)
9%
Selling and marketing expenses
(51)
(39)
30%
(270)
(166)
63%
G&A expenses
(9)
(3)
>100%
(23)
(4)
>100%
Share listing expense*
(125)
Net Income/(Loss)
11
6
75%
(124)
(0.7)
>100%
Adjusted Net Income
24
9
>100%
5
1.5
>100%
Cash flows generated from operating activities
44
41
5%
106
121
(13%)

* Non-cash non-recurring expense by nature.

Fourth quarter results

In the fourth quarter of 2021 our revenue increased by $48 million (or 65%) year-over-year and amounted to $123 million, driven primarily by an increase in bookings in the amount of $24 million (or 20%) year-over-year to $144 million and by a decrease in deferred revenues during the fourth quarter of 2021 of $25 million vs. the same period in the prior year.

Platform commissions increased by 55% in the fourth quarter of 2021 compared with the same period in 2020, driven primarily by the increase in revenue, partially offset by an increase in the fourth quarter of 2021 in the percentage of revenue associated with platforms charging lower commissions vs. the same period in the prior year.

Game operation costs remained stable at $6 million in the fourth quarter of 2021.

Selling and marketing expenses in the fourth quarter of 2021 increased by $12 million, or 30% year-over-year, and amounted to $51 million. The increase was due to higher investments made in the fourth quarter of 2021 in the acquisition of additional players vs. the same period in the prior year.

General and administrative expenses (“G&A expenses”) increased by $7 million in the fourth quarter of 2021 vs. the fourth quarter of 2020. The increase was primarily driven by an increase in personnel and other expenses resulting from: (i) recurring expenses associated with listing on NASDAQ; (ii) consolidation of subsidiaries since the beginning of the 2021, and (iii) the increase in the scale of the Group’s operations.

Net income in the fourth quarter of 2021 almost doubled year-over-year due to the higher increase in revenue compared to operating expenses, and amounted to $11 million vs. $6 million in the respective period of 2020.

We have achieved an Adjusted Net Profit in the amount of $24 million in the fourth quarter of 2021, an increase of $16 million vs. an Adjusted Net Profit of $9 million in the respective period of 2020. This significant increase was primarily driven by the increase in revenue, partially offset by the increase in selling and marketing expenses, platform commissions and G&A expenses.

Cash flows generated from operating activities amounted to $44 million in the fourth quarter of 2021 vs. $41 million in the same period of 2020, up 5%, demonstrating the increased efficiency and cash generation capacity of our business in the fourth quarter of 2021.

Full Year 2021 results

For the year ended December 31, 2021 our revenue increased by $173 million (or 66%) year-over-year and amounted to $434 million, driven primarily by an increase in bookings in the amount of $116 million (or 26%) year-over-year to $562 million and by a decrease in deferred revenues during 2021 of $57 million vs. the prior year.

Platform commissions increased by 56% in 2021 compared with 2020, driven primarily by the increase in revenue, partially offset by an increase in 2021 in the percentage of revenue associated with platforms charging lower commissions vs. the prior year.

Game operation costs increased by $2 million in 2021 vs. 2020 to reach $19 million, driven by an increase in the scale of the Group’s operations.

Selling and marketing expenses in 2021 increased by $104 million, or 63% year-over-year, and amounted to $270 million. The increase was due to higher investments made in the acquisition of additional players starting from the second quarter of 2021.

G&A expenses increased by $19 million in 2021 vs. 2020. The increase was primarily driven by an increase in personnel and other expenses resulting from: (i) recurring and non-recurring expenses associated with listing on NASDAQ; (ii) consolidation of subsidiaries since the beginning of the 2021, and (iii) the increase in the scale of the Group’s operations.

Share listing expense is a non-cash non-recurring expense, which is determined as the excess of the fair value of the equity instruments issued by the Company over the fair value of the identified net assets contributed by Kismet Acquisition One Corp in its business combination with Nexters (please refer to Note 11 of our Interim Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2021 and September 30, 2020, filed as Exhibit 99.2 to our Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on November 17, 2021 for further details regarding the share listing expense).

Due to this non-cash non-recurring share listing expense in the amount of $125 million, net loss in the year ended December 31, 2021 amounted to $124 million vs. $0.7 million in 2020.

We have achieved an Adjusted Net Profit in the amount of $5 million in 2021, an increase of $3.5 million vs. $1.5 million in 2020. This increase was primarily driven by the increase in revenue partially offset by the increase in selling and marketing expenses, platform commissions and G&A expenses.

Cash flows generated from operating activities amounted to $106 million 2021 vs. $121 million in 2020, down 13%. Our cash flows generated from operating activities decreased due to an increase in marketing investments made in the acquisition of additional players in 2021 vs prior year.

Fourth quarter and Financial Year 2021 operational performance

Q4 2021
Q4 2020
Change (%)
FY 2021
FY 2020
Change (%)
Bookings ($ million)
144
120*
20%
562
445*
26%
share of advertising
5%
3%
2.4p.p.
5%
3%
1.5p.p.
MPU (thousand)
363
284
28%
362
284
27%
ABPPU ($)
125
137
(9%)
123
126
(3%)
Total FTE (at the end of the period)
752
427
76%
752
427
76%

* Here and elsewhere in this press release the bookings for the twelve months ended December 31, 2021 and December 31, 2020 have been restated to account for the correction of an immaterial error in respect of taxes (please refer to Note 4 of our Interim Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2021 and September 30, 2020, filed as Exhibit 99.2 to our Form 6-K filed with the SEC on November 17, 2021).

The share of advertisement sales as a percentage of total bookings approximately doubled in the fourth quarter of 2021 to 5% compared to 3% in the respective period of 2020 and increased by 1.5 p.p. in 2021 to 5% compared to 3% in 2020.

Monthly Paying Users in 2021 substantially increased, reaching 362 thousand in the year ended December 31, 2021 and 363 thousand in the fourth quarter of 2021 vs. 284 thousand in the respective periods of 2020, a growth of 27% and 28% respectively. We attribute the increase to our substantial investments in marketing in 2021.

For the year ended December 31, 2021 we observed growth in bookings across all key platforms and geographies, with especially strong performance in the Desktop version of our games and in Asia, growing 57% and 90% respectively year-over-year. In the fourth quarter of 2021 we also observed growth in bookings across Asia and other countries, growing by 58% year-over-year.

ABPPU amounted to $125 in the fourth quarter of 2021 and declined in comparison to $137 in the fourth quarter of 2020 as we originated a substantial number of new paying users in 2021 who tend to have lower ABPPUs at the beginning of their lifespans, accompanied by the fact that the share of the paying users located in the geographies where the users tend to spend less in online gaming increased in our number of total MPUs.

The substantial increase in MPUs resulted in quarterly bookings of $144 million in the fourth quarter of 2021, which grew 20% year-over-year from $120 million in the fourth quarter of 2020; bookings for the year ended December 31, 2021 amounted to $562 million, which grew 26% year-over-year from $445 million on 2020.

Split of bookings by platform
Q4 2021
Q4 2020
Change (%)
FY 2021
FY 2020
Change (%)
Mobile
71%
70%
22%
68%
74%
15%
Desktop
29%
30%
15%
32%
26%
57%

The Desktop versions of our games enable us to access a wider audience and expand our addressable market. Additionally, bookings generated on this platform are subject to lower commissions, reducing platform commissions down to 27% of revenues in the fourth quarter of 2021 and 27% for the year ended December 31,2021, declining 1.7 percentage point and 1.8 percentage points respectively year-over-year.

In the mobile platforms, growth was predominantly driven by iOS.

Split of bookings by geography
Q4 2021
Q4 2020
Change (%)
12M 2021
12M 2020
Change (%)
US
30%
33%
9%
31%
37%
6%
Europe
20%
25%
(3%)
22%
24%
15%
Asia
26%
20%
58%
25%
16%
90%
FSU
14%
15%
12%
13%
15%
12%
Other
10%
7%
58%
9%
8%
46%

Geographically, the strongest growth of bookings for the year ended December 31, 2021 was demonstrated in Asia, with Japan and South Korea being the key drivers. Bookings in Asia grew 90% in 2021 vs. 2020.

In the second half of 2021 we remained on track with our new game releases. In July 2021 we released Chibi Island on iOS and Android. As of December 31, 2021, this new casual adventure game accumulated ca. 1.8 million downloads on iOS and Android. Every month it engages approximately 200 thousand players on average and generates around $200 thousand of monthly bookings. Throne Rush, a fantasy strategy and one of the Company’s earliest games, was launched on the web platform in October 2021 with a view towards a further diversification of platforms and a reduction of commissions. Furthermore, we soft-launched one more game in November 2021: Island Questaway, a casual game that offers fresh and unique gameplay through a blend of different genres with a farming game that features an engaging storyline as well as a variety of puzzles to solve for an exciting, fun gaming experience. As of December 31, 2021, Island Questaway has accumulated almost 0.5 million downloads on iOS and Android. Another casual game, Puzzle Odyssey. has been technically launched in December 2021 and we expect its official release to be made this year after proper testing.

The new game releases are in line with the Company’s product strategy which, besides further scaling in the mid-core market, is strongly focused on genre diversification. Hero Wars, the Company’s most successful game, proceeds to grow – its mobile version has recently celebrated its 5th anniversary, with the title’s lifetime bookings surpassing a milestone of $1 billion.

The figures in this release are preliminary and unaudited. Nexters’ Annual Report on Form 20-F for the fiscal year ended December 31, 2021 is expected to be published in April 2022.

About Nexters

Nexters is an international game development company which strives to introduce the joy of core gaming experiences to casual players. Thanks to such hit games like Hero Wars, Throne Rush, and others the company reached over 200 million installs worldwide and became one of the top five independent mobile game companies in Europe. Headquartered in Cyprus, Nexters is built upon a team of 850+ inspired gaming professionals. Please find more information about Nexters at: https://nexters.com and follow Nexters on LinkedIn and Twitter.

Contacts:

Investor Relations

Roman Safiyulin | Chief Corporate Development Officer

rs@nexters.com

Media

Andrey Akimov | Chief Communications Officer

aa@nexters.com

Cautionary statement regarding forward-looking statements

Certain statements in this press release may constitute “forward-looking statements” for purposes of the federal securities laws. Such statements are based on current expectations that are subject to risks and uncertainties. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

The forward-looking statements contained in this press release are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are the Company’s control) or other assumptions. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the registration statement on Form F-1 filed by the Company on September 22, 2021 and other documents filed by the Company from time to time with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Presentation of Non-GAAP Financial Measures

In addition to the results provided in accordance with IFRS throughout this press release, the Company has provided the non-IFRS financial measure “Adjusted Net Income/Loss” (the “Non-GAAP Financial Measure”). The Company defines Adjusted Net Income/Loss as the net income/loss as presented in the Company's financial statements in accordance with IFRS, adjusted to exclude (i) share-based compensation expense, (ii) impairment of non-current assets, (iii) any gains and losses arising as result of business combinations (including the amortization of intangible assets acquired in the business combinations and transaction costs related to the business combinations) and (iv) certain non-cash or other special items that we do not consider indicative of our ongoing operating performance. The Company uses this Non-GAAP Financial Measure for business planning purposes and in measuring its performance relative to that of its competitors. The Company believes that this Non-GAAP Financial Measure is a useful financial metric to assess its operating performance from period-to-period by excluding certain items that the Company believes are not representative of its core business. This Non-GAAP Financial Measure is not intended to replace, and should not be considered superior to, the presentation of the Company’s financial results in accordance with IFRS. The use of the Non-IFRS Financial Measure terms may differ from similar measures reported by other companies and may not be comparable to other similarly titled measures.

Reconciliation of the Net Income/Loss to the Adjusted Net Income/Loss

(US$ million)
Q4 2021
Q4 2020
12M 2021
12M 2020
Net income/(loss)
11
6
(124)
(0.7)
Add back:
- Share based compensation expense
3
2
4
2
- Impairment of non-current assets
-
-
-
-
- Gains and losses arising as result of business combinations*
-
-
125
-
- Other items that we do not consider indicative of our ongoing operating performance**
11
-
1
-
- Tax effect of the reconciling items
-
-
(0.5)
-
Adjusted Net Income/Loss
24
9
5
1.5

* Consists entirely of the non-cash non-recurring share listing expense.
** Includes non-recurring expenses related to the listing on NASDAQ and merger with Kismet Acquisition One Corp which are added back less the gain resulting from change in fair value of the warrant obligations.

[1] The Nexters Inc. shares will not, at the time of their issuance, be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

Nexters enters agreements to acquire three gaming companies investing $100 million to expand in midcore genres

LIMASSOL, Cyprus, Jan. 27, 2022 (GLOBE NEWSWIRE) -- An international gaming company Nexters Inc. (Nasdaq: GDEV) announced its first-ever series of acquisition and investment deals as a publicly traded company in relation to Cubic Games, RJ Games, and Royal Ark. With a total upfront investment of around $100 million, Nexters will bring the world’s No. 3 mobile first-person shooter Pixel Gun 3D and other titles within its product offering, amplifying Nexters’ position in midcore, the leading segment of mobile gaming. Through the allocated funding and its expertise in midcore, Nexters aims to propel the companies’ future growth on the international markets. All transactions are expected to be financed by a mix of Nexters’ cash on balance and a new share issuance1.

With the deals, Nexters aims at accelerating its product growth strategy and laying the groundwork of its consolidation mission. By expanding its portfolio of midcore games, the company expects to enlarge its player base and significantly cement its presence in the segment, which accounts for almost 50% of the time and 60% of the money spent in mobile gaming2.

Published by Cubic Games, Pixel Gun 3D is the world’s No. 3 mobile first-person shooter by monthly audience with a substantial potential for further growth. With this title, Nexters will enter the mobile shooter market which is estimated at more than $3 billion in 20213 and is the leader in players’ time spent4.

Puzzle Breakers by RJ Games will provide an opportunity to gain a significant position in the sizable segment of the puzzle RPG genre thanks to the game’s high-quality art and engaging core gameplay.

Royal Ark’s survival RPG titles - Dawn of Zombies and Shelter Wars - will diversify Nexters’ portfolio with games in a growing zombie setting, and will contribute to accumulating expertise in new genres and niches for the company.

As a result of the agreed transactions, hundreds of talented game creators, backed by veteran founders and managers will join Nexters, thus enabling substantial scaling potential within its group of studios. The company’s integration team plans to help these studios to adjust their strategy for further growth by sharing Nexters’ knowledge in development, monetization, marketing and other areas. The company expects that, due to the synergies and the contribution of Nexters expertise, the studios have the potential to increase their historical bookings by more than three times, which would result in around $130 million added to the group’s annual bookings in 2024.

“We are excited to announce the inaugural M&A deals of Nexters as a public company, showing proof of our ambition to consolidate the gaming industry in the Russian-speaking region,” says Andrey Fadeev, CEO and co-founder of Nexters. “We believe these deals, combined, are one of the largest gaming M&A transactions in the region, and will create a strong foundation for further consolidation.

There are hundreds of gaming studios with origins from Russia, Ukraine, Belarus and other parts of Eastern Europe. This region has always been famous for its talent, passion and capability to influence the global gaming industry. We have a lot in common and we all create great games, played and adored by millions of people all over the world.

I warmly welcome the teams to the Nexters family and I sincerely believe we will see more like-minded companies joining us in the future to hit the road together.”

Cubic Games deal rationale and transaction details

Cubic Games is the publisher of Pixel Gun 3D, a No. 3 mobile first-person multiplayer shooter game by monthly players with over 170 million cumulative downloads since its release in 2013, mostly coming from the United States and other developed markets. The game has a strong community, which mostly joined the game organically due to its popularity and viral effect. Around 5.5 million users played Pixel Gun 3D every month during 2021. With Pixel Gun 3D, Nexters will enter the mobile shooter market which is estimated at more than $3 billion in 20213 and is the leader in players’ time spent4.

Both Pixel Gun 3D and Cubic Games are owned by Gracevale Ltd. Gracevale contracts Lightmap studio for Pixel Gun 3D as a developer. The overall team behind Pixel Gun 3D exceeds 90 talented game creators. Key personnel of the companies brings more than a decade of mobile games development expertise into Nexters, with the key management team expected to remain after the closing of the acquisition.

In 2021, Cubic Games expects to generate around $26 million of bookings according to Cubic Games unaudited non-IFRS management accounts. After the acquisition, the team will focus on the enhancement of the title and build up of the advanced user acquisition function, using Nexters extensive expertise in marketing and analytics to get it ready for further scaling in international markets.

More information about Cubic Games: http://cubicgames.com More information about Lightmap: https://lightmap.ru

Transaction details

Nexters will acquire 100% of the issued share capital of Gracevale Ltd. for a total consideration of $70 million on a cash and debt free basis, and subject to certain KPIs. The acquisition will be financed by both cash on balance and newly issued equity1. The deal includes an upfront consideration of 85% and a deferred consideration subject to certain conditions. Up to 1,448,270 newly issued shares1 in Nexters Inc. are to be issued as part of payment of the total consideration.

As part of the transaction, Nexters will also acquire Lightmap Studio. After the transaction is completed, Lightmap will enter the Nexters group of companies and will proceed to take part in the development of Pixel Gun 3D. The transaction is expected to be completed in Q1 2022.

RJ Games deal rationale and transaction details

RJ Games is owned by MX Capital Limited. Founded in 2013, RJ Games is a veteran game development studio which has a vast experience in developing social games in various genres - from casual adventure to strategy games. Now the team, which consists of more than 150 people, is primarily focused on Puzzle Breakers, a new mobile midcore game having a fortunate mix of genres, RPG and puzzles, combining great scale associated with match-3 with deep monetization of RPG.

In Puzzle Breakers, players will play match-3 puzzles to control the heroes and perform attacks on enemies on the battlefield. The game has been in production since 2019 and features high-end visuals and elaborated gameplay. Puzzle Breakers is now soft-launched in a limited number of regions on Android and is planned for the official release in Q2 2022.

Nexters’ M&A approach, which is based on cooperation and synergy, will allow RJ Games to leverage Nexters’ expertise in midcore and casual to launch and scale Puzzle Breakers on the international markets.

More information about RJ Games: https://rj-games.com

Transaction details

Nexters will acquire 48.8% of the issued share capital of MX Capital Limited from Everix Investments Limited. The initial consideration for the acquired stake will be $15 million. Further earn-out payments of up to $35 million may increase the consideration depending on achievement of certain agreed metrics by MX Capital Limited.

Nexters has agreed with the remaining shareholder of MX Capital Limited, MSRJ LTD, to put and call options allowing Nexters to consolidate 100% in MX Capital Limited in the first half of 2024. The price payable under the put and call options depends on achievement of certain agreed KPI’s by MX Capital Limited. Option arrangements also envisage earn-out payments to the founders based on performance metrics. The initial acquisition of 48.8% will be financed by cash on balance and further acquisition(s) upon execution of options will be payable by cash and newly issued equity1 of Nexters and will be based on a discount to a projected future enterprise valuation of Nexters

As part of the transaction, Nexters will also provide a loan to MX Capital Limited in the amount of up to $46 million that will be secured by a pledge of shares in MX Capital Limited owned by the remaining shareholder. The loan will be provided in four tranches. The first tranche of up to $11 million will be provided on or about completion of the transaction, whereas all other tranches will be conditional on achievement of certain KPIs by MX Capital Limited.

The transaction is expected to be completed in Q1 2022.

Relationship of the parties

Everix Investments Limited owns 48.8% of the share capital of MX Capital Limited, which represents the share capital being acquired. Everix Investments Limited is also a shareholder of Nexters Inc, owning 38% of Nexters Inc shares, representing 38% of the voting rights.

Royal Ark deal rationale and transaction details

Royal Ark is the brand under which Castcrown Limited publishes two games - Dawn of Zombies and Shelter War. It is also the name of the team, which is led by a gaming industry veteran Leonid Sirotin and stands behind the development of Dawn of Zombies. The second game of the publisher, Shelter War, is being developed by the team Game Gears which is led by a gaming industry veteran Alexander Vashchenko. The overall number of employees in both teams exceeds 170 game creators with vast experience in game development.

Dawn of Zombies is a survival game with RPG elements. Though the game was released in 2019/2020 (Android/iOS) and is still in an early stage of development, it has already built a loyal core community and enjoys a stable and strong inflow of organic players. Shelter War, a bunker management and survival game with RPG elements in a post-nuclear setting, was released in 2021. With both games, Nexters will help Royal Ark to scale its games on the international market.

In 2021, Royal Ark generated around $9 million of bookings according to Royal Ark’s unaudited non-IFRS internal data. After the acquisition, the team will focus on the scaling of user acquisition globally, leveraging Nexters expertise.

More information about Royal Ark: https://royalarkgames.com More information about Game Gears: https://www.gamegears.online

Transaction details

Nexters will acquire approximately 49.5% of the issued share capital of Castcrown Limited for a total purchase price of $4.95 million on a cash and debt free basis. The acquisition will be financed by cash on balance.

As part of the transaction, Nexters will also provide a convertible loan to Castcrown Limited in the amount of up to $16 million. The loan will be provided in two tranches. The first tranche in the amount of $7.5 million will be provided on or about completion of the transaction, whereas the second tranche in the amount of $8.5 million will be conditional on achievement of certain KPIs by Castcrown Limited. The conversion price will depend on achievement of certain agreed metrics by Castcrown Limited and will be based on a discount to a projected future enterprise valuation of Nexters

Nexters has agreed with the remaining shareholders and founders of Castcrown Limited to put and call options allowing Nexters to consolidate 100% in Castcrown Limited. The call option may be exercised no later than by 1 July 2026. The put option may be exercised from 1 July 2026 to 1 October 2026. The price payable under the put and call options depends on achievement of certain agreed metrics by Castcrown Limited and will be based on a discount to a projected future enterprise valuation of Nexters. As consideration for the call options, Nexters will pay the remaining founders an amount not exceeding $2 mln. The share acquisition(s) upon execution of options will be payable by cash and a stake in Nexters. The transaction is expected to be completed in Q1 2022.

1 The Nexters Inc. shares will not, at the time of their issuance, be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. 2 In 3Q 2021 according to AppAnnie 3 According to AppAnnie 4 In 9M 2021 according to AppAnnie

Сonference call and webcast

Nexters will host a conference call and webcast to discuss the Acquisitions today at 9:00 a.m. U.S. Eastern Time (5:00 p.m. Moscow time, 2:00 p.m. London time).

To participate in the conference call, please use the following details: Standard International: +44 (0) 2071 928000 UK (toll free): 08003767922 UK (local): 08445718892 USA (toll free): 18669661396 USA (local): 16315107495 Russian Federation (toll free): 81080023575011 Russian Federation (local): 74959907235 Conference ID: 6715816 Webcast: https://edge.media-server.com/mmc/p/ida2uegs

About Nexters

Nexters is an international game development company which strives to introduce the joy of core gaming experiences to casual players. Thanks to such hit games like Hero Wars, Throne Rush, and others the company reached over 200 million installs worldwide and became one of the top five independent mobile game companies in Europe. Headquartered in Cyprus, Nexters is built upon a team of 800+ inspired gaming professionals. Please find more information about Nexters at https://nexters.com and follow on Linkedin and Twitter.

Contacts:

Media Andrey Akimov | Chief Communications Officer aa@nexters.com

Investor Relations Roman Safiyulin | Chief Corporate Development Officer r.safiyulin@nexters.com

Cautionary statement regarding forward-looking statements

Certain statements in this press release may constitute “forward-looking statements” for purposes of the federal securities laws. Such statements are based on current expectations that are subject to risks and uncertainties. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

The forward-looking statements contained in this press release are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are the Company’s control) or other assumptions. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the registration statement on Form F-1 filed by the Company on September 22, 2021 and other documents filed by the Company from time to time with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/17c52ba6-1ccc-4bdf-a725-d3349253ba21

Nexters launches Island Questaway, a new adventure game, to increase casual gaming share

LIMASSOL, Cyprus., Nov. 30, 2021 (GLOBE NEWSWIRE) -- Nexters Inc. (Nasdaq: GDEV), an international game development company which strives to introduce the joy of core gaming experiences to casual players, has soft launched Island Questaway, a new casual game previously available under the working title Puzzle Island, on iOS and Android.

Download Island Questaway from App Store and Google Play .

This new title continues Nexters’ efforts to grow its presence in the casual gaming market in addition to the midcore segment where the company is well presented by Hero Wars and Throne Rush. Island Questaway offers fresh and unique gameplay through a blend of different genres with a farming game that features an engaging storyline as well as a variety of puzzles to solve for an exciting, fun gaming experience.

“Island Questaway is a new, important expansion of Nexters’ portfolio, as it allows us to diversify beyond our strong midcore portfolio into casual gaming,” says Anton Reinhold, Chief Operating Officer at Nexters. “Our mission is to enable casual gamers to experience the same level of gameplay and narrative that core players enjoy and Island Questaway represents a new, growing style of gameplay that offers the deep mechanics expected in midcore with the accessibility of a casual title.”

Island Questaway was created by the team that previously worked on Island Experiment - the first casual game by Nexters. The current version already boasts extensive content and engaging play mechanics while the development team is working on a story expansion, new gameplay features, and live events.

This is the second casual game Nexters has launched in the second half of 2021. Chibi Island was the first and officially launched on July 27th. It was also a successor of sorts to Island Experiment, retaining the key elements of the original that made it popular, while updating and reworking the game in several areas to make it more modern and engaging.

Nexters anticipates both Chibi Island and Island Questaway to not only build off the original title, but to greatly expand Nexters’ casual gaming audience with both titles appealing to their own unique player base.

About Nexters

Nexters is an international game development company which strives to introduce the joy of core gaming experiences to casual players. Thanks to such hit games like Hero Wars, Throne Rush, and others the company reached over 200 million installs worldwide and became one of the top five independent mobile game companies in Europe. Headquartered in Cyprus, Nexters is built upon a team of 700+ inspired gaming professionals. Please find more information about Nexters at https://nexters.com and follow on Linkedin and Twitter.

Contacts:

Media

Andrey Akimov | Chief Communications Officer

aa@nexters.com

Investor Relations

Roman Safiyulin | Chief Corporate Development Officer

r.safiyulin@nexters.com

Cautionary statement regarding forward-looking statements

Certain statements in this press release may constitute “forward-looking statements” for purposes of the federal securities laws. Such statements are based on current expectations that are subject to risks and uncertainties. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

The forward-looking statements contained in this press release are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are the Company’s control) or other assumptions. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the registration statement on Form F-1 filed by the Company on September 22, 2021 and other documents filed by the Company from time to time with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Nexters Continues to Demonstrate Substantial Growth in Q3 2021

LIMASSOL, Cyprus, Nov. 17, 2021 (GLOBE NEWSWIRE) -- Nexters Inc. (NASDAQ: GDEV), an international game development company which strives to introduce the joy of core gaming experiences to casual players, today announced its unaudited financial and operational results for the third quarter of 2021.

Third Quarter 2021 Highlights

Financial:

Record high quarterly revenues of $115 million, growing 77% year-over-year

Non-cash non-recurring listing expense of $125 million caused net loss in the third quarter of 2021 which amounted to $104 million vs. $11 million in the respective period of 2020

Adjusted Net Profit in the amount of $8 million in Q3 2021 vs. an Adjusted Net Loss of $11 million in the respective period of 2020

Сash flow generated from operating activities of $51 million, growing 59% year-over-year

Our cash and cash equivalents totaled $105 million as of September 30, 2021

Operational:

Q3 2021 bookings of $151 million, growing 29% year-over-year

Bookings from Asia nearly doubled year-over-year, now constituting 26% of total bookings

Bookings from Desktop platforms grew 55% year-over-year, now constituting 30% of total bookings, taking platform commissions down to 27% of revenues in Q3 2021, declining 1 p.p. year-over-year

Monthly paying users of 371 thousand in Q3 2021, growing 30% year-over-year

Average Bookings per Paying User of $128, broadly stable compared to $132 in Q3 2020

Advertisement sales of $9 million, more than doubling year-over-year, now constituting 6% of total bookings

Products & M&A:

Chibi Island, a new casual adventure game officially released on iOS and Android with total install base approaching 1.5 million.

Nexters launched Boost program as one of the M&A initiatives to provide independent developers with expertise and funds needed to launch their games and build successful international businesses.

Quote by CEO and Co-founder, Andrey Fadeev:

“The third quarter has been quite significant for Nexters as within this period we reached two milestones which will influence our further long-term development and growth.

In accordance with our organic growth strategy, we see casual games as an opportunity to significantly expand into a larger audience of casual players. We’ve been quite successful with casual titles on social; and now, with the traction we have on mobile with Hero Wars, our plan is to use all our knowledge, experience and best practices to deliver successful casual games on mobile platforms. Chibi Island, a new casual adventure game which was officially released in July this year, is the first title of that genre with more to follow in the coming months.

On the non-organic side of our growth strategy, in September we launched the Boost program to support the indie game development scene. While our broader mergers and acquisitions strategy encompasses gaming companies and studios of various size, this program targeting the smaller indie market is our first officially announced initiative. Boost will focus on talented teams with innovative games and is intended to help them build a successful international business on a global scale thanks to Nexters’ expertise in various genres and on various platforms that we have accumulated within our years of growth.

So besides positive financial metrics, we set strategic vectors in the third quarter, the effects of which will, we believe, positively contribute to Nexters’ long-term performance.”

In the third quarter of 2021 our revenue increased by $50 million (or 77%) year-over-year and amounted to $115 million, driven primarily by an increase in bookings in the amount of $34 million (or 29%) year-over-year to $151 million.

Platform commissions increased by 72% in the third quarter of 2021 compared with the same period in 2020, driven primarily by the increase in revenues.

Game operation costs increased by $1 million in third quarter 2021 vs. the same period in the prior year to reach $5 million due to an increase in the scale of the Group’s operations.

Selling and marketing expenses in the third quarter of 2021 increased by $11 million, or 21% year-over-year, and amounted to $64 million. The increase was due to growth of the investments into the acquisition of additional players in the third quarter of 2021 vs. the same period in prior year. Our selling and marketing expenses came back to the normalized level in the third quarter of 2021, driving the total 30% lower as compared to the peak levels of the second quarter of 2021, in line with our initial plan.

General and administrative expenses (hereinafter referred to as “G&A expenses”) increased by $6 million in the third quarter 2021 vs. third quarter 2020. The increase was primarily driven by an increase in personnel and other expenses resulting from: (i) recurring and non-recurring expenses associated with listing on NASDAQ; (ii) consolidation of the Russian subsidiaries since the beginning of the 2021 and (iii) the increase in the scale of the Group’s operations.

Excluding the non-recurring expenses related to our business combination with Kismet Acquisition One Corp, G&A expenses in Q3 2021 would have increased by approximately $4 million over the low amount recorded in the comparative period of the prior year, driven by an increase in personnel and other expenses resulting from: (i) recurring expenses associated with listing on NASDAQ; (ii) consolidation of the Russian subsidiaries since the beginning of the 2021 and (iii) the increase in the scale of the Group’s operations.

Share listing expense is a non-cash non-recurring expense, which is determined as the excess of the fair value of the equity instruments issued by the Company over the fair value of the identified net assets contributed by Kismet Acquisition One Corp in its business combination with Nexters (please refer to Note 11 of the Interim Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2021 and September 30, 2020 for further details regarding the share listing expense).

Net loss in the third quarter of 2021 amounted to $104 million vs. $11 million in the respective period of 2020. The net loss in the third quarter of 2021 originated predominantly from the non-cash non-recurring share listing expense in the amount of $125 million.

We have achieved an Adjusted Net Profit in the amount of $8 million in the third quarter of 2021, an increase of $19 million vs. an Adjusted Net Loss of $11 million in the respective period of 2020. This significant increase was primarily driven by the increase in revenues partially offset by the increase in selling and marketing expenses, platform commissions and G&A expenses.

Cash flows generated from operating activities amounted to $51 million in the third quarter of 2021 vs. $32 million in the same period of 2020, up 59% demonstrating the increased efficiency and cash generation capacity of our business in the third quarter of 2021. Our cash flows generated from operating activities also substantially improved in comparison to the immediately preceding quarter, when this parameter was negative.

Third quarter 2021 operational performance

* Here and elsewhere in this press release the bookings for the nine months ended September 30, 2021 have been restated to account for the correction of an immaterial error in respect of taxes (please refer to Note 4 of the Interim Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2021 and September 30, 2020 for further details).

The share of advertisement sales as percentage of total bookings approximately doubled in the third quarter of 2021 to 6% compared to 3% in the third quarter of 2020.

Our substantial investments in marketing in 2021 resulted in a substantial increase in MPUs, which reached 371 thousand in the third quarter of 2021 vs. 286 thousand in the respective period of 2020, a growth of 30%. In the third quarter of 2021 we have observed growth in bookings across all key platforms and geographies, with especially strong performance in the Desktop version of our games and in Asia, growing 55% and 95% respectively year-over-year.

In the third quarter of 2021 ABPPU remained relatively stable at $128 in comparison to $132 in the respective period of 2020 as we originated a substantial number of new paying users in 2021, who tend to have lower ABPPUs at the beginning of their lifespans, accompanied by the fact that the share of the paying users located in the geographies where the users tend to spend less in online gaming increased in our number of total MPUs.

The substantial increase in MPUs accompanied by a relatively stable level of ABPPU resulted in quarterly bookings of $151 million in the third quarter of 2021, which grew 29% year-over-year from $117 million in the third quarter of 2020.

The Desktop versions of our games enable us to access a wider audience and expand our addressable market. Additionally, bookings generated on this platform are subject to a lower commission, taking the platform commissions down to 27% of revenues in the third quarter of 2021, declining 1 p.p year-over-year. In the mobile platforms, growth was predominantly driven by iOS, where we continue to see attractive user acquisition costs.

Geographically, the strongest growth of bookings of 95% year-over-year was demonstrated in Asia, with Japan and South Korea being the key drivers.

In the second half of 2021 we remained on track with our new game releases. In July 2021 we released Chibi Island on iOS and Android. As of 30th September 2021, this new casual adventure game accumulated ca. 1.4 million downloads on iOS and Android. Every month it engages 280 thousand players on average and generates between $200 to $300 thousand of bookings. Throne Rush, a fantasy strategy and one of the Company’s earliest games, has been launched on the Web platform in October 2021 with a view towards a further diversification of platforms and a reduction of commissions. Furthermore, we are in preparations to soft-launch one more casual game in the coming weeks. The new releases are in line with the company’s product strategy that, besides further scaling in the mid-core market, has a strong focus on genre diversification. Hero Wars, the Company’s largest game, proceeds to grow – its mobile version has recently celebrated its 5th anniversary, with the title’s lifetime bookings surpassing a milestone of $1 billion.

Towards the end of September, Nexters launched the Boost program – an M&A initiative for talented teams across the world with a focus on Russian-speaking developers in Eastern European countries. The program will provide select developers with know-how to unlock the participants’ full potential and is designed to help them achieve international success as well as investments that range between approximately $500,000 and $2.5 million per project in exchange for an equity share in the studio. Since its launch the Boost team has reviewed dozens of projects and is continuing to establish connections within the indie community, as well as having started negotiations with a few potential targets. Nexters Boost is the first public step in the Company’s broader mergers and acquisitions strategy to grow Nexters as a consolidator. This program should diversify the Company’s product portfolio and bring new growth opportunities in the coming years.

Q3 and 9M 2021 conference call and webcast

Nexters will host a conference call and webcast to discuss its results at 10:00 a.m. U.S. Eastern Time (5:00 p.m. Moscow time, 3:00 p.m. London time) the same day.

To participate in the conference call, please use the following details:

Standard International: +44 (0) 2071 928000

UK (toll free): 08003767922

UK (local): 08445718892

USA (toll free): 18669661396

USA (local): 16315107495

Russian Federation (toll free): 81080023575011

Russian Federation (local): 4952499849

Conference ID: 1467608

Webcast: https://edge.media-server.com/mmc/p/i9c4n6nv

About Nexters

Nexters is an international game development company which strives to introduce the joy of core gaming experiences to casual players. Thanks to such hit games like Hero Wars, Throne Rush, and others the company reached over 200 million installs worldwide and became one of the top five independent mobile game companies in Europe. Headquartered in Cyprus, Nexters is built upon a team of 600+ inspired gaming professionals. Please find more information about Nexters at: https://nexters.com and follow Nexters on LinkedIn and Twitter.

Contacts:

Investor Relations

Roman Safiyulin | Chief Corporate Development Officer

r.safiyulin@nexters.com

Media

Andrey Akimov | Chief Communications Officer

aa@nexters.com

Cautionary statement regarding forward-looking statements

Certain statements in this press release may constitute “forward-looking statements” for purposes of the federal securities laws. Such statements are based on current expectations that are subject to risks and uncertainties. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

The forward-looking statements contained in this press release are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are the Company’s control) or other assumptions. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the registration statement on Form F-1 filed by the Company on September 22, 2021 and other documents filed by the Company from time to time with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Presentation of Non-GAAP Financial Measures

In addition to the results provided in accordance with IFRS throughout this press release, the Company has provided the non-IFRS financial measure “Adjusted Net Income/Loss” (the “Non-GAAP Financial Measure”). The Company defines Adjusted Net Income/Loss as the net income/loss as presented in the Company's financial statements in accordance with IFRS, adjusted to exclude (i) share-based compensation expense, (ii) impairment of non-current assets, (iii) any gains and losses arising as result of business combinations (including the amortization of intangible assets acquired in the business combinations and transaction costs related to the business combinations) and (iv) certain non-cash or other special items that we do not consider indicative of our ongoing operating performance. The Company uses this Non-GAAP Financial Measure for business planning purposes and in measuring its performance relative to that of its competitors. The Company believes that this Non-GAAP Financial Measure is a useful financial metric to assess its operating performance from period-to-period by excluding certain items that the Company believes are not representative of its core business. This Non-GAAP Financial Measure is not intended to replace, and should not be considered superior to, the presentation of the Company’s financial results in accordance with IFRS. The use of the Non-IFRS Financial Measure terms may differ from similar measures reported by other companies and may not be comparable to other similarly titled measures.

Reconciliation of the Net Income/Loss to the Adjusted Net Income/Loss

* Consists entirely of the non-cash non-recurring share listing expense.

** Includes non-recurring expenses related to the listing on NASDAQ and merger with Kismet

Acquisition One Corp which are added back less the gain resulting from change in fair value of the warrant obligations.

Nexters Inc.

Interim Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2021 and September 30, 2020

1. Reporting entity

Nexters Inc. (the “Company”) is a business company incorporated under the laws of the British Virgin Islands on January 27, 2021, which was formed for the sole purpose of effectuating the Transaction contemplated by the Business Combination Agreement (see Note 3), which was consummated on August 26, 2021.

Prior to the Transaction, the Company had no material assets and did not conduct any material activities other than those incidental to its formation and the matters contemplated by the Business Combination Agreement, such as the making of certain required securities law filings.

The mailing address of Nexters Inc.’s principal executive office is 55, Griva Digeni, 3101, Limassol, Cyprus.

Nexters Inc., is the direct parent of Nexters Global Ltd (the “Subsidiary”), which was incorporated in Cyprus on November 2, 2009 as a private limited liability company under the Cyprus Companies Law, Cap. 113. The Subsidiary’s registered office is at Faneromenis 107, 6031, Larnaca, Cyprus.

The principal activities of the Company and its subsidiaries (the “Group”) are the development and publishing of online games for mobile, web and social platforms. The Group also derives revenue from advertising services. Information about the Company’s main subsidiaries is disclosed in Note 23.

The Group has no ultimate controlling party.

2. Basis of preparation

These interim condensed consolidated financial statements for the three and nine months ended September 30, 2021 have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (IASB), and should be read in conjunction with the Subsidiary’s last annual consolidated financial statements as at and for the year ended December 31, 2020 included in the Form F-4/A for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on July 28, 2021. They do not include all the information required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the IASB. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the annual consolidated financial statements for the year ended December 31, 2020.

These interim condensed consolidated financial statements were authorized for issue by the Group’s Board of Directors on November 12, 2021.

3. Summary of significant accounting policies

The accounting policies and methods of computation applied in the preparation of these interim condensed consolidated financial statements are consistent with those disclosed in the Subsidiary’s annual consolidated financial statements of the Group for the year ended December 31, 2020 included in the Form F-4/A for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on July 28, 2021, except for the adoption of new standards effective as at January 1, 2021 and described below. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

4. Specific policies applicable from January 1, 2021 for interest rate benchmark reform and COVID-19-related rent exemption

Interest Rate Benchmark Reform Phase 2 amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 became effective since January 1, 2021.

These Phase 2 amendments provide practical relief from certain requirements in IFRS Standards. These reliefs relate to modifications of financial instruments and lease contracts or hedging relationships triggered by a replacement of a benchmark interest rate in a contract with a new alternative benchmark rate.

The amendments also provide an exception to use a revised discount rate that reflects the change in interest rate when remeasuring a lease liability because of a lease modification that is required by interest rate benchmark reform.

Finally, the Phase 2 amendments provide a series of temporary exceptions from certain hedge accounting requirements when a change required by interest rate benchmark reform occurs to a hedged item and/or hedging instrument that permit the hedge relationship to be continued without interruption.

The International Accounting Standards Board (IASB) has published 'COVID-19-Related Rent Concessions beyond June 30, 2021 (Amendment to IFRS 16), that extends, by one year, the May 2020 amendment that provides lessees with an exemption from assessing whether a COVID-19-related rent concession is a lease modification.

These amendments had no impact on the interim condensed consolidated financial statements of the Group.

5. Business combinations, goodwill and merger transaction

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the total of the consideration transferred, measured at acquisition date fair value, and the amount of any non-controlling interest in the acquiree. For each business combination, the acquirer measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition costs incurred, such as finder's fees, legal fees, due diligence fees, and other professional and consulting fees, are expensed and included in operating expenses.

The Group measures goodwill as the fair value of the consideration transferred including the recognized amount of any non-controlling interest in the acquiree, less the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured as at the acquisition date.

Consideration transferred includes the fair values of the assets transferred, liabilities incurred by the Group to the previous owners of the acquiree, and equity interests issued by the Group. Consideration transferred also includes the fair value of any contingent consideration and vested share-based payment awards of the acquiree that are replaced in the business combination.

If control is achieved in stages, the acquirer's previously held equity interest in the acquiree is remeasured to fair value as at the acquisition date through profit or loss.

A contingent liability of the acquiree is recognized in a business combination only if such a liability represents a present obligation and arises from a past event, and its fair value can be measured reliably.

Only components of non-controlling interest constituting a present ownership interest that entitles their holder to a proportionate share of the entity's net assets in the event of liquidation are measured at either fair value or at the present ownership instruments' proportionate share of the acquiree's identifiable net assets. All other components are measured at their acquisition date fair value.

The Group accounts for a change in the ownership interest of a subsidiary (without loss of control) as a transaction with owners in their capacity as owners. Therefore, such transactions do not give rise to goodwill, nor do they give rise to a gain or loss and are accounted for as an equity transaction.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's cash generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

Where goodwill forms part of a cash-generating unit (CGU) and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained. If the Group reorganizes its reporting structure in a way that changes the composition of one or more cash-generating units to which goodwill has been allocated, the goodwill is reallocated to the units affected. The reallocation is performed using a relative value approach similar to that used in connection with the disposal of an operation within a cash-generating unit, unless some other method better reflects the goodwill associated with the reorganized units.

Acquisition of NX Studio LLC, NX Online LLC and NHW Ltd

On February 3, 2021, Nexters Global Ltd acquired 100% of the voting shares in NX Online LLC and NX Studio LLC, two Russian game development studios, for the total consideration of 1,247 (RUB 93 million), which comprises the whole business acquisition. The consideration was fully paid in cash. The Company’s management considers the acquisition of the product development team as a primary business purpose of the deal. The acquisition has been accounted for using the acquisition method. The interim condensed consolidated financial statements include the results of the companies for the eight-month period from the acquisition date.

On April 5, 2021, Nexters Global Ltd acquired 100% of the voting shares in NHW Ltd, a company registered in accordance with the laws of the Republic of Cyprus, for the total consideration of 24 (€20,000), which comprises the whole business acquisition. The consideration was fully paid in cash. The Company’s management considers the acquisition of the testing development team as a primary business purpose of the deal. The acquisition has been accounted for using the acquisition method. The interim condensed consolidated financial statements include the results of the company for the six-month period from the acquisition date.

The fair values of the identifiable assets and liabilities of all the acquired companies as at the date of acquisition were:

Goodwill recognized in the amount of 1,473 is attributable primarily to the expected synergies and was assigned to the whole Group as one Cash Generating Unit. None of the goodwill is expected to be deductible for income tax purposes. The Company did not recognize separately from the acquisition any acquisition related costs that should be expensed in the current period.

Russian companies’ property and equipment consist of office equipment purchased within 2020, so its fair value approximates to its carrying amount.

At the date of the acquisition, the fair value of the trade receivable of Russian companies approximates to its carrying amount due to the fact they are represented by short-term advances and lease deposit.

The Group measured the acquired lease liabilities using the present value of the remaining lease payments at the date of acquisition. The right-of-use assets were measured at an amount equal to the lease liabilities.

The companies’ trade and other receivables amount represents gross contractual amounts for the acquired receivables.

Nexters Global Ltd and Russian companies were parties to a pre-existing relationship with the acquirees, which should be accounted for separately from the business combination. No additional adjustment was made for the amount by which the contract is favorable or unfavorable from the perspective of the acquirer when compared with terms of current market transactions for the same or similar items, as the transactions comprising pre-existing relationship were executed on the market terms.

From the date of acquisition, NX Studio LLC and NX Online LLC and NHW Ltd have contributed no revenue as it was entirely intercompany and was eliminated and contributed 624, 210 and 10 respectively to the net profit before tax from the continuing operations of the Group.

If the acquisition had taken place at the beginning of the year, net profit from continuing operations for the period contributed by NX Studio LLC, NX Online LLC and NHW Ltd would have been 417, 155 and 10.

Nexters Global Ltd merger with Kismet Acquisition One Corp

On August 26, 2021 the Company successfully consummated the previously announced business combination with Kismet Acquisition One Corp. (“Kismet”), which was announced on February 1, 2021. The Company treated the Transaction as a capital transaction equivalent to the issue of shares of the Company in exchange for the net monetary assets of Kismet. The Transaction did not constitute a business combination as defined under IFRS 3 Business Combinations, as Kismet is a non-operating entity that does not meet the definition of a business under IFRS 3, as given that it consisted predominantly of cash in the Trust Account.

As at the Closing Date, the following transactions occurred pursuant to the terms of the Business Combination Agreement (the “Transaction”):

the merger of Kismet into Nexters Inc., with Nexters Inc. surviving the merger and the security holders of Kismet (other than security holders of Kismet who elected to redeem their Kismet ordinary shares) becoming security holders of Nexters Inc. (the “Merger”),

the acquisition by Nexters Inc. of all the issued and outstanding share capital of Nexters Global Ltd. from the holders of Nexters Global’s share capital for a combination of cash and Nexters Global’s ordinary shares, such that Nexters Global is a direct wholly owned subsidiary of Nexters Inc. (the “Share Acquisition”).

​Prior to the Merger, a total of 21,811,242 Kismet ordinary shares were redeemed for a value of 218,190, resulting in a total of 3,188,758 Kismet’s public ordinary shares remaining issued and outstanding as at the time of the Merger.

Under the Business Combination Agreement, in consideration for the purchase of Nexters Global’s share capital in the Share Acquisition, Nexters Inc.:

paid to the shareholders of Nexters Global cash in an aggregate amount of 57,122;

issued to the shareholders of Nexters Global a total of 176,584,343 Nexters Inc. ordinary shares; and

will issue to the former shareholders of Nexters Global 20,000,000 Deferred Exchange Shares, subject to certain conditions being met, as further described in the section entitled (“Deferred Exchange Shares”).​

The cash acquired by the Group in the Transaction (post all transaction related expenses) amounted to 119,654.

On January 31, 2021, Kismet, Nexters Inc. and Kismet Sponsor Limited, a British Virgin Islands business company (the “Sponsor”) entered into an amended and restated Forward Purchase Agreement (the “A&R Forward Purchase Agreement”). The A&R Forward Purchase Agreement amended the Forward Purchase Agreement, dated August 5, 2020, between Kismet and the Sponsor by, among other things, increasing the Sponsor’s purchase commitment thereunder from US$ 20 million to US$ 50 million and replacing the Sponsor’s commitment to acquire Kismet’s units with a commitment to acquire 5,000,000 Nexters Inc. ordinary shares and 1,000,000 Nexters Inc. public warrants in a private placement which occurred after the Merger and prior to the Share Acquisition.

On July 16, 2021, Kismet, Nexters Global Ltd and the Sponsor entered into separate subscription agreements (each as amended, restated or supplemented from time to time, a “PIPE Subscription Agreement”) with certain institutional investors that are not “U.S. persons” as defined in Regulation S under the Securities Act and with whom the Sponsor had prior business relationships (each, a “PIPE Investor”), pursuant to which the PIPE Investors agreed to subscribe for and purchase an aggregate of 5,000,000 Nexters ordinary shares for a purchase price of US$ 10.00 per share for an aggregate commitment of US$ 50 million in a private placements outside the United States in reliance on Regulation S under the Securities Act (the “PIPE”). The PIPE was consummated concurrently with the closing of the Transaction.

As at Closing Date, immediately subsequent to the consummation of the Transaction, there were 196,523,101 Nexters ordinary shares outstanding. Additionally, there were 20,250,000 Nexters warrants outstanding, each of which entitle the holder to purchase one Nexters ordinary share at an exercise price of US$ 11.50 per share. Furthermore, options to purchase 120,000 Nexters ordinary shares at an exercise price of US$ 10.00 per share were held by three of Kismet’s independent directors, which options vested upon the consummation of the Transaction.

The following table sets forth information regarding the shareholdings of Nexters ordinary shares as at the Closing Date immediately subsequent to the consummation of the Transaction, based on the actual number of shares held and outstanding.

An aggregate of 20,000,000 Nexters Inc. deferred exchange shares were issued to the former shareholders of Nexters Global as part of the Transaction. The issuance has been deferred as follows: (i) the issuance of 10,000,000 ordinary shares, in the aggregate, is deferred until the volume weighted average trading price of Nexters Inc. ordinary shares is US$ 13.50 or greater for any 20 trading days within a period of 30 trading days prior to the third anniversary of the Share Acquisition Closing; and (ii) the issuance of an additional 10,000,000 ordinary shares, in the aggregate, is deferred until the volume weighted average trading price of Nexters Inc. ordinary shares is US$ 17.00 or greater for any 20 trading days within a period of 30 trading days prior to the third anniversary of the Share Acquisition Closing.

The arrangement is accounted for in accordance with IFRS 2 and considered in calculation of the share listing expense (see Note 11).

6. Use of judgements and estimates

In preparing these interim condensed consolidated financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income, and expense. Actual results may differ from these estimates.

The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those described in the Group’s consolidated financial statements for the year ended December 31, 2020 except for as described below.

Change in estimates and accounting policy

Lifespans – changes in estimate

Since January 1, 2020 we determine the estimated weighted average playing period of payers by game on a quarterly basis, beginning at the time of a payer’s first purchase in the respective game and ending on a date when that paying player is deemed to be no longer playing. To determine when paying players are no longer playing a given game, we analyse the entire population of payers who made in-game payments in the relevant periods and determine whether each payer is an active or inactive player as at the date of our analysis. To determine which payers are inactive, we analyse the dates that each payer last logged into that game. We determine a player to be inactive once they have reached a period of inactivity for which it is probable that they will not return to a specific game. We use judgment to set a minimum period of inactivity to distinguish between active users and those that are deemed inactive at the date of evaluation which is currently determined as 30 days after last login date for the majority of platforms/games. Based on the actual expired lifespans and projection for active players, we then project an average expected lifespan term of the population.

We use a statistical estimation model to arrive at the average playing period of the paying users for each platform. As at September 30, 2021 and 2020 player lifespan for Hero Wars averages 24 and 21 months respectively.

The estimated player lifespan in our other games as at September 30, 2021 and 2020 averages 24 months and 38 months respectively.

Had there been no change in the estimated players lifespans as at September 30, 2021 as compared to September 30, 2020, the revenue for the nine months ended September 30, 2021 would have been higher by an amount of 50,586 and the profit before tax for the nine months ended September 30, 2021 (also taking into consideration the effects of estimated players lifespans on platform commissions) would have been higher by an amount of 36,438.

Short-term leases and leases of low-value assets – change in accounting policy

The standard includes two recognition exemptions for lessees – leases of ’low-value’ assets (e.g., personal computers) and short-term leases (i.e., leases with a lease term of 12 months or less).

Since January 1, 2021 the Group does not apply the short-term lease recognition exemption to its short-term leases of office premises (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). Lease payments on such short-term leases are recognized as a right-of-use asset and a lease liability at the lease commencement date.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

Immaterial error

During the first quarter of 2021, the Group identified an omission related to the calculation of withholding tax in Brazil and Taiwan. In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, the Group evaluated the materiality of the errors from both a quantitative and qualitative perspective and concluded that the omissions were immaterial to the Group’s prior period consolidated financial statements. Since these revisions were not material to any prior period interim or annual consolidated financial statements, no amendments to previously filed reports are required, and the comparative data for the year ended December 31, 2020 is corrected in these interim condensed consolidated financial statements. Consequently, as at and for the year ended December 31, 2020, the correction of the errors resulted in an increase in Revenue from sales of virtual goods of 463 (Taiwan withholding tax) and an increase in Corporate income tax expense by 844 (Taiwan and Brazil withholding tax) with the respective increase in Tax liabilities by 289 and the decrease of Trade and other payables by 97 and Trade and other receivables by 189.

For the nine months ended September 30, 2020 the correction of the errors resulted in an increase in Revenue from sales of virtual goods of 253 (Taiwan withholding tax) and an increase in Corporate income tax expense by 612 (Taiwan and Brazil withholding tax) with the respective increase in Tax liabilities by 216 and decrease in Trade and other receivables by 210 and the decrease of Trade and other payables by 67.

For the three months ended September 30, 2020 the correction of the errors resulted in an increase in Revenue from sales of virtual goods of 78 (Taiwan withholding tax) and an increase in Corporate income tax expense by 223 (Taiwan and Brazil withholding tax).

During the third quarter of 2021, the Group identified an immaterial error related to the calculation of withholding tax in Japan for the periods ended on December 31, 2020 and earlier. Effective October 1, 2015, business-to-consumer (“B2C”) sales of electronically supplied services (“ESS”) provided to recipients in Japan are subject to Japanese Consumption Tax (“JCT”). Based on the updated estimation the Group’s tax obligation should be determined as 10/110% of Gross Sales of the Group in Japan in the reporting period if Gross Sales for two years before the reporting period exceeded 10,000,000 JPY. As such, sales starting 2021 are subject to taxation as the threshold of 10,000,000 JPY as per JCT was exceeded in the year 2019. However, as at December 31, 2020 it was considered all the gross bookings in the jurisdiction should be taxed, thus, tax obligation was accrued on those sales.

The Management of the Company retrospectively corrected the liability previously accrued as at December 31, 2020 in the amount of 1,999. Since these revisions were not material to any prior period interim or annual consolidated financial statements, no restatements to previously filed reports are required, and the comparative data for the year ended December 31, 2020 is revised in these interim condensed consolidated financial statements. Consequently, as at and for the year ended December 31, 2020, the correction of the errors resulted in an increase in Revenue from sales of virtual goods of 913 and a decrease in Platform commission expense by 25 with the respective decrease of Trade and other payables by 1,999, in an increase to Long-term deferred revenue by 235, Deferred revenue by 851 and Long-term deferred platform commission fees by 25.

For the nine months ended September 30, 2020 the correction of the errors resulted in an increase in Revenue from sales of virtual goods of 429 and a decrease in Platform commission expense by 10 with the respective decrease of Trade and other payables by 1,154, in an increase in Long-term deferred revenue by 117, Deferred revenue by 608 and Long-term deferred platform commission fees by 10.

Warrants’ valuation

Upon completion of the Transaction on August 26, 2021, each outstanding warrant to purchase Kismet’s ordinary shares was converted into a warrant to acquire one ordinary share of the Company, at a price of US$ 11.50 per share. A total of 20,250,000 Kismet warrants were converted into 20,250,000 warrants of the Company, 13,500,000 of which are public and 6,750,000 of which are private.

The Company accounts for the warrants in its financial statements as liability in accordance with IAS 32 - Financial Instruments: Presentation and IFRS 9 - Financial Instruments. The warrants are initially recorded at fair value and then revalued at each reporting date until exercised, with any change in fair value to be recognized in the statement of profit or loss and other comprehensive income.

The fair value of Public Warrants, which are traded in active market is measured based on the quoted market prices.

Management exercised judgement in applying Monte-Carlo simulation for the purpose of estimating fair value of Private Warrants disclosed in the Note 20. One of the key inputs significantly impacting the derived fair value is the Company's share price quote on Nasdaq. Based on management’s assessment, the share price quote should be used as an input to the model without any adjustments. For the key assumptions of the model see Note 20.

Seasonality

Our business experiences the effects of seasonality. We usually experience certain decreases in the efficiency of our marketing and user acquisition towards the end of the year as a result of competition for those same users from retail advertising campaigns during Halloween, Thanksgiving and Christmas. We typically benefit from the increased efficiency in this respect during the first quarter of each year. To address seasonality, our strategy is to (i) decrease the intensity of our user acquisition and marketing campaigns towards the end of the year; (ii) only utilize those channels and instruments that we believe are less saturated with the competing marketing campaigns; and (iii) increase the intensity of our user acquisition and marketing activities in the first quarter of each year. Furthermore, we usually experience decreased retention of our users during the summer months, as players tend to spend less time in-game compared to other seasons.

7. Segment reporting

We operate through one operating segment with one business activity: development and publishing of online games for mobile, web and social platforms, including Hero Wars, Island Experiment, Throne Rush and other. The financial information reviewed by our Chief Operating Decision Maker, which is our Chief Executive Officer and Board of Directors, is included within one operating segment for purposes of allocating resources and evaluating financial performance.

We disclose the geographical distribution of our revenue in Note 7. We do not have the ability to track revenue deferrals on a by country basis. Therefore, we applied average deferral rate to in-game purchases disaggregated by geography.

8. Loss per share

Basic loss per share amounts are calculated by dividing loss for the year net of tax attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

Diluted loss per share amounts are calculated by dividing the net loss for the year net of tax attributable to ordinary equity holders of the parent adjusted for the effect of any potential share exercise by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

The following reflects the income and share data used in basic and diluted loss per share computations for the three and nine months ended September 31, 2021 and 2020:

The Company applies guidance on retrospective adjustments in IAS 33 to reflect the impact of the Transaction described in Note 3 on the earnings per share calculation. The number of shares prior to the Transaction was determined as a number of shares of Nexters Global Ltd multiplied by the ratio of the Nexters Inc. shares issued to the Nexters Global Ltd shareholders upon the Transaction to the Nexters Global Ltd shares prior to the Transaction.

The Company does not consider the effect of the warrants sold in the Initial Public Offering and private placement in the calculation of diluted loss per share, since they do not have a dilutive effect (they are not ‘in the money’). Deferred exchange shares are not considered by the Company in calculation of the basic and diluted earnings per share, as the instrument is neither vested at the reporting date nor would have been vested if the reporting date were the end of the contingent period.

9. Revenue

The following table summarizes revenue from contracts with customers for the three and nine months ended September 30, 2021 and 2020:

The amount of 155,954 recognized as in-game purchases revenue during the nine months ended September 30, 2021 (nine months ended September 30, 2020: 56,063) was included in the balance of deferred revenue as at January 1, 2021 and 2020 respectively (for details see Note 21)

The following table set forth revenue disaggregated based on geographical location of our payers:

*Former Soviet Union countries includes Russia, Ukraine, Georgia, Belorussia, Uzbekistan, Armenia, Azerbaijan, Kazakhstan, Kyrgyzstan, Moldova, Turkmenistan, Tajikistan, Latvia, Lithuania and Estonia.

98% of the Group’s total revenues for the nine months ended September 30, 2021 was generated by Hero Wars game title (97% - for the nine months ended September 30, 2020).

98% of the Group’s total revenues for the three months ended September 30, 2021 was generated by Hero Wars game title (98% - for the three months ended September 30, 2020).

10. Game operation cost

Game operation cost consists mainly of employee benefits expenses in comparison with prior periods due to the acquisition of Russian companies, which previously provided technical support services to the Company.

The following table summarizes game operation cost for the three and nine months ended September 30, 2021 and 2020:

Technical support mainly relates to maintenance and upgrades of the Group's software applications provided by a third party.

11. Selling and marketing expenses

Selling and marketing expenses consist mainly of expenses to attract new users through advertising. The following table summarizes selling and marketing expenses for the three and nine months ended September 30, 2021 and 2020:

Advertising costs increased in 2021 in comparison with the respective periods of 2020 as the Group’s management decided to increase the investments into the future growth of revenues in lieu of the favorable market conditions.

12. General and administrative expenses

The following table summarizes general and administrative expenses for the three and nine months ended September 30, 2021 and 2020:

13. Share listing expense

In accordance with IFRS 2, the difference in the fair value of the consideration for the acquisition of Kismet over the fair value of the identifiable net assets of Kismet will represent a service for listing of the Company and be accounted for as a share-based payment expense. The consideration for the acquisition of Kismet was determined using the fair values of the Company´s ordinary shares and public and private warrants as at August 27, 2021. The net assets of Kismet had a fair value of upon closing of 111,286. The excess of the fair value of the equity instruments issued over the fair value of the identified net assets contributed in the amount of 125,438, represents a non-recurring non-cash expense in accordance with IFRS 2. It is recognized as Share listing expense presented as part of the financial result within the interim condensed consolidated statement of profit or loss and other comprehensive income.

Details of the calculation of the Share listing expense are as follows:

The Group recognized income tax expense in the amount of 845 for the nine months ended September 30, 2021 (nine months ended September 30, 2020: 612). Tax expense recognized for the three months ended September 30, 2021 amounted 291 (three months ended September 30, 2020: 223).

In accordance with the Cypriot tax rules the companies shall use their financial reporting in accordance with IFRS as tax records with certain insignificant exceptions. As a result, Nexters Global Ltd. has no material temporary differences between the tax and accounting bases of assets and liabilities and consequently no material deferred tax effect resulting from such differences. Under certain conditions interest income of 0 (7 for the nine months ended September 30, 2020) may be subject to defence contribution at the rate of 30%. In such cases this interest will be exempt from corporation tax. No interest income for the three months ended September 30, 2021 and 2020 existed. In certain cases, dividends received from abroad may be subject to defence contribution at the rate of 17%.

The applicable tax rate used for reconciliation is 12.5%. The Group uses Cyprus tax rate as the applicable rate being the most meaningful rate and also the domestic rate of tax in the country in which Nexters Global Ltd and Nexters Inc. are tax residents.

(a) Cyprus IP box regime

In 2012, the government of Cyprus introduced a regime applicable to Intellectual Property (IP). The provisions of the IP regime allow for an 80% deemed deduction on royalty income and capital gains upon disposal of IP, owned by Cypriot resident companies (net of any direct expenses and amortization provisions over a 5-year period). Companies benefiting from the IP regime may apply its provisions until June 30, 2021, if the IP assets either generated income or their development was completed as at June 30, 2016. The effective tax rate on eligible IP income could be as low as 2.5%. In case a loss arises instead of profit, the amount of loss that can be set off is limited to 20%. The respective tax loss can be carried forward and utilized for the period of 5 years. Ending of the IP Box regime on June 30, 2021 does not affect the amounts of current or deferred income taxes recognized at September 30, 2021. However, this change increased the Group’s effective tax rate accordingly.

(b) Reconciliation of effective tax rate

The reconciliation of the effective tax rate to a statutory tax rate is presented in a table below:

(c) Uncertainty over the income tax treatment and unrecognized deferred tax asset

Starting from January 1, 2019 Nexters Global Ltd. has changed its tax reporting principles, judgements and estimates in a few areas including, among others, revenue recognition for in-game purchases and software development costs, which resulted in a substantial amount of revenues related to in-game purchases made by Company’s consumers in 2019 being deferred to 2020 and beyond (see Notes 4 and 21 for details). Consequently, the Company has booked a substantial tax loss in 2019 and in 2021 to date as opposed to moderate profits recorded in the prior periods and in 2020.

These new principles and estimates in respect of the tax records have not yet been assessed or approved by the tax authorities, therefore we have no assurance as to whether they will be accepted by the relevant tax authorities. There also can be no assurance that the accounting treatment of certain transactions under IFRS as accepted by the Company like share-based payments, indirect taxes etc. will not be challenged by the relevant tax authorities. The Company has not recognized any tax expense in respect of these uncertainties as it believes that its tax records are in compliance with the existing laws and regulations and that its accruals for tax liabilities are sufficient and adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience.

Overseas tax in excess of credit claims used during the year represents withholding income tax charges imposed in respect of the Group’s bookings in certain jurisdictions where the Group’s customers are located.

As at September 30, 2021 the Group did not recognize a deferred tax asset of 764 resulting from the tax losses comprised of reported in 2019 because of the uncertainties described above as well as tax losses incurred in 2020 and during the nine months ended September 30, 2021 (December 31, 2020 – 1,031). Tax losses for which no deferred tax asset was recognized expire in 2025.

15. Dividends

The following dividends were declared and paid by Nexters Global Ltd prior to the Transaction:

The Cypriot law requires companies established under the laws of Cyprus to pay dividends out of available distributable profits. Profits in the legal sense are construed on principles different from IFRS. Management of the subsidiary determined the amount of the distributable profits of the subsidiary as at the dates of dividends declaration in accordance with the applicable law, ensuring the availability of funds for covering all potential and contingent liabilities and taking into account that deferred revenue, appearing on the balance sheet as a liability do not constitute liability in the legal sense but they are in essence a postponement in the recognition of revenue.

16. Property and equipment

During the nine months ended September 30, 2021, the Group acquired property and equipment with a cost of 710 (nine months ended September 30, 2020: 139). Property and equipment with a cost of 475 was acquired in the process of acquisition of subsidiaries. No assets were disposed of by the Group during the nine months ended September 30, 2021 and 2020.

17. Loans receivable

On October 1, 2018, the Company entered into a loan agreement with its shareholder Boris Gertsovsky, for the total amount of € 240,000 (US$ 278,000) with an annual interest rate of 2%. In December 2019 €85,000 (US$ 95,000) were repaid. The loan was fully repaid on April 23, 2020.

On July 30, 2019, the Company entered into a loan agreement with its shareholder, Boris Gertsovsky, for the total amount of €300,000 (US$ 327,000). The loan was provided interest-free and was fully repaid on July 24, 2020.

On October 30, 2019, the Company entered into a loan agreement with its shareholder Boris Gertsovsky, for the total amount of €10,000 (US$ 11,000). The loan was provided interest free with outstanding balance of 8 as at December 31, 2020 and was fully repaid on February 12, 2021.

The exposure of the Group to credit risk is reported in Note 24 to these interim condensed consolidated financial statements.

18. Lease

The amounts recognized in the interim condensed consolidated statement of profit or loss and other comprehensive income other than depreciation in relation to leases are presented in the table below:

On June 1, 2019 the Group entered into a new lease agreement for office spaces with a new owner. The lease runs for two years, with an option of renewal after that date subject to the adjustment of the lease payments to the market conditions. On May 5, 2021 the new lease agreement was concluded for the same office spaces. The lease agreement was concluded for two years, with an option of renewal after that date subject to the adjustment of the lease payments to the market conditions. As the market conditions at the lease expiration date cannot be reliably estimated as at the commencement date management decided not to account for the lease renewal option while determining the amount of right-of-use assets and lease liabilities.

On March 24, 2020 the Group entered into a new lease agreement over office spaces with a new owner. The lease runs for 5 years, with an option of obtaining a discount while paying in lumpsum for the whole year. As the Group already makes such payments and received the discount for the first year, management decided to account for this option while determining the amount of right-of-use assets and lease liabilities for the first year of the lease.

On February 3, 2021 Nexters Global Ltd acquired two Russian game development studios which had several lease agreements for different floors of the office building in Moscow. As these contracts were entered into near the same time with the same counterparty, the contracts are combined as a single contract. The Company determines the commencement date as February 3, 2021, which is considered to be acquisition date.

The Group measures the lease liability at the present value of the remaining lease payments as if the acquired lease were a new lease at the acquisition date. The Group measures the right-of-use asset at the same amount as the lease liability.

Total cash outflow for leases recognized in the interim condensed consolidated statement of cash flows is presented below:

All lease obligations are denominated in € and RUB. The rate of 3% per annum was used as the incremental borrowing rate for the offices in Cyprus and 7.5% for the office in Moscow.

19. Trade and other receivables as restated

The Group does not hold any collateral over the trading receivables balances.

The fair values of trade and other receivables approximate their carrying amounts as presented above. Trade receivables balance as at September 30, 2021 increased significantly in comparison with that of December 31, 2020 due to overall increase in Group’s operating activity.

The exposure of the Group to credit risk and impairment losses in relation to trade and other receivables is reported in Note 24 to these interim condensed consolidated financial statements.

The amount of expected credit losses (“ECL”) in respect of trade and other receivables as at September 30, 2021 and December 31, 2020 is not significant.

20. Trade and other payables as restated

Trade payables balance as at September 30, 2021 increased in comparison with that of December 31, 2020 due to the increased advertising expense to attract new users in 2021.

The exposure of the Group to liquidity risk in relation to financial instruments is reported in Note 24

21. Loans and borrowings

On August 1, 2018, Flow Research S. L. entered into a loan agreement with Empathy International S. A., for the total amount of €40,000 (US$ 47,000). The loan was further assigned on October 30, 2018 to Boris Gertsovsky (as transferee). The loan was provided interest free with a balance of 49 as at December 31, 2020 and was fully repaid in April 2021.

22. Share warrant obligations

Upon completion of the Transaction on August 26, 2021, each outstanding warrant to purchase Kismet’s ordinary shares was converted into a warrant to acquire one ordinary share of the Company, at a price of US$ 11.50 per share. A total of 20,250,000 Kismet warrants were converted into 20,250,000 warrants of the Company, 13,500,000 of which are public and 6,750,000 of which are private.

As disclosed in Note 4, the fair value of Public Warrants, which are traded in active market is measured based on the quoted market prices.

The fair value of Private Warrants is measured using Monte-Carlo simulation method along with Deferred Exchange Shares because of their potential dilution effect.

Key assumptions of the model:

The change in fair value of share warrant obligation is disclosed as a part of Net finance income in the interim condensed statement of profit or loss and other comprehensive income.

23. Deferred revenue and deferred platform commission fees

As at September 30, 2021, deferred revenue is expected to be recognized over a term of calculated average playing period of the paying users (for details see Note 4).

Deferred revenue is associated with the portion of in-game purchases revenue that is recognized over time.

The text below summarizes the change in deferred revenue and platform commission fees for the nine months ended September 30, 2021 and 2020.

Based on the estimations described in Note 4, the Group’s revenue recognized during the period of nine months ended September 30, 2021 is 215,536 (nine months ended September 30, 2020 – 113,642) and deferred the amount of 322,248 (September 30, 2020 – 252,458).

The Group’s platform commission recognized during the period of nine months ended September 30, 2021 is 63,641 (nine months ended September 30, 2020 – 35,757) and deferred the amount of 87,238 (September 30, 2020 – 76,443).

The increase in the amounts of deferred revenue and platform commission as at September 30, 2021 compared to December 31, 2020 is mostly due to an increase in the in-game purchases (for details see Note 7) and in the lifespans (for details see Note 4).

24. Related party transactions

The table presenting the information regarding the shareholdings of Nexters Inc.’s ordinary shares as at September 30, 2021 is disclosed in Note 3.

As at September 30, 2021 the Company’s key shareholders are Andrey Fadeev and Boris Gertsovsky, each owning 20.3%, Dmitrii Bukhman and Igor Bukhman, each owning 18.9% and Ivan Tavrin owning 5.9% of the issued shares.

The transactions and balances with related parties are as follows:

(i) Directors' remuneration

The remuneration of Directors and other members of key management was as follows:

25. List of subsidiaries

Upon the closing of the transaction disclosed in the Note 3, Nexters Inc. became the direct parent of, and conducts its business through Nexters Global Ltd, a developer of mobile, web, and social games.

Set out below is a list of subsidiaries of the Group.

Topland Management Ltd

Topland Management Ltd was incorporated in the British Virgin Islands on December 7, 2010. The registered office of the company is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands. The company has been liquidated on February 19, 2021.

Flow Research S.L.

Flow Research S.L. was incorporated in Barcelona, Spain, on November 10, 2017. The registered office of the company is at CL Fontanella 4, Orihuela Alicante, 03189 Spain. The company's principal activities are creative design of online games.

NX Studio LLC

NX Studio LLC was incorporated in Moscow, the Russian Federation on July 7, 2015. The registered office of the company is Zemlyanoy lane, 50A Building 2, 109028, Moscow. The company's principal activities are game development. NX Studio LLC was renamed to Nexters Studio LLC in June of 2021.

NX Online LLC

NX Online LLC was incorporated in Moscow, the Russian Federation on January 29, 2020. The registered office of the company is Zemlyanoy lane, 50A Building 2, 109028, Moscow. The company's principal activities are technical support for the online gaming. NX Online LLC was renamed to Nexters Online LLC in June of 2021.

NHW Ltd

NHW Ltd was incorporated in Larnaca, Republic of Cyprus on March 9, 2020. The registered office of the company is Faneromenis, 107, P.C. 6031, Larnaca, Cyprus. The company's principal activities are publication and testing of program applications.

Nexters Global Ltd

Nexters Global Ltd was incorporated in Larnaca, Republic of Cyprus on November 2, 2009. The registered office of the Company is at Faneromenis 107, 6031, Larnaca, Cyprus. The company's principal activities are game development.

Synergame Investments Ltd

Synergame Investment Ltd was incorporated in Limassol, Republic of Cyprus on September 1, 2021. The registered office of the company is Griva Digeni, 55, P.C. 3101, Limassol, Cyprus. The company's principal activity is to provide independent developers with expertise and funds needed to launch their games and build successful international businesses.

26. Financial instruments - fair values and risk management

A. Accounting classifications

The following table shows the carrying amounts of financial assets and financial liabilities as at September 30, 2021 and December 31, 2020. For all the Group’s financial assets and financial liabilities their carrying amounts are reasonable approximations of their fair values.

The comparative data for the year ended December 31, 2020 was corrected in these interim condensed consolidated financial statements as stated in Note 4.

B. Financial risk management

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework.

The Group's risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in the Group's activities.

The Group has exposure to the following risk arising from financial instruments:

(i) Credit risk

Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the reporting date. The Group’s credit risk arises predominantly from trade receivables and is concentrated around key platforms, through which the Group is distributing online games. As at September 30, 2021 and December 31, 2020 the largest debtor of the Group constituted 30% and 28% of the Group’s Trade and other receivables and the 3 largest debtors of the Group constituted 65% and 73% of the Group’s Trade and other receivable respectively.

Credit risk related to trade receivables is considered insignificant, since almost all sales are generated through major companies, with consistently high credit ratings. These distributors pay the Group monthly, based on sales to the end users. Payments are made within 3 months after the sale to the end customer. The distributors take full responsibility for tracking and accounting of end customer sales and send to the Group monthly reports that show amounts to be paid. The Group does not have any material overdue or impaired accounts receivable.

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date as restated was:

Expected credit loss assessment for corporate customers as at September 30, 2021 and December 31, 2020

The Group allocates each exposure a credit risk grade based on data that is determined to be predictive of the risk of loss (including but not limited to external ratings, audited financial statements, management accounts, and cash flows projections) and applying experienced credit judgement.

Trade and other receivables

The ECL allowance in respect of Trade and other receivables is determined on the basis of the lifetime expected credit losses (“LTECL”). The Group uses the credit rating for each of the large debtors where available or makes its own judgement as to the credit quality of its debtors based on their most recent financial reporting or the rating assigned to their country of incorporation. After assigning the credit rating to each of the debtors the Group determines the probability of default (“PD”) and loss given default (“LGD”) based on the data published by the internationally recognized rating agencies. The determined amounts of allowances for ECL for each of the debtors are then adjusted for the forecasted macroeconomic factors, which include the forecasted unemployment rate in each of the countries where the debtors are incorporated and forecasted growth rate of the global gaming market from publicly available sources. ECL in respect of Trade and other receivables is insignificant as at September 30, 2021 and December 31, 2020.

Cash and cash equivalents

The cash and cash equivalents are held with financial institutions, which are rated B- to A based on Fitch's ratings.

Impairment on cash and cash equivalents has been measured on a 12-month expected loss basis and reflects the short maturities of the exposures. The Group considers that its cash and cash equivalents have low credit risk based on the external credit ratings of the counterparties. Therefore, no impairment allowance was recognized as at September 30, 2021 and December 31, 2020.

(ii) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s objective when managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions without incurring unacceptable losses or risking damage to the Group’s reputation.

The Group monitors the level of expected cash inflows on trade and other receivables together with expected cash outflows on trade and other payables.

The following are the contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted and include contractual interest payments and exclude the impact of netting agreements.

(iii) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and/or equity prices will affect the Group's income or the value of its holdings of financial instruments.

The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

(iv) Currency risk

Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the Group's functional currency. The Group is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the Euro and the Russian Ruble. The Group's management monitors the exchange rate fluctuations on a continuous basis and acts accordingly.

The Group's exposure to foreign currency risk was as follows:

A reasonably possible 10% strengthening or weakening of the United States Dollar against the following currencies at September 30, 2021 and December 31, 2020 would have increased (decreased) equity and profit or loss by the amounts shown below.

This analysis assumes that all other variables, in particular interest rates, remain constant.

27. Share-based payments

Nexters Long-Term Incentive Plan

In 2016 we adopted a Long-Term Incentive Plan (“LTIP”). Under this LTIP key employees of the Group and key employees of the Group’s service provider (“non-employees”) received remuneration in the form of share options, whereby they render services as consideration for equity instruments. Within current LTIP several tranches of share-based options for Class A shares and Class B shares were issued:

* Options granted refer to Nexters Global Ltd shares

** Options granted refer to new entity shares after the proposed transaction and are not considered in the amounts in the table above (max. amount 100,000 options)

We recorded share-based payments expense in general and administrative expenses and game operation cost of our interim condensed consolidated statement of profit or loss and other comprehensive income. The table below summarized the share-based payments expense within three and nine months ended September 30, 2021 and 2020:

In relation to the share-based payment expense for nine months ended September 30, 2020 we recognized the increase in Other reserves of 36 as it corresponds to the equity settled portion of the share options and 538 in liabilities as it corresponds to the dividends protection feature of the share options.

In relation to the share-based payment expense for nine months ended September 30, 2021 we recognized the increase in Other reserves of 96 as it corresponds to the equity settled portion of the share options and 815 in liabilities as it corresponds to non-share-based cash alternative and 486 in liabilities as it corresponds to the dividends protection feature of the share options.

Class B complex vesting (performance-based awards)

Under the current LTIP Class B share options were granted to one employee and one non-employee on January 1, 2019 with a service condition and a special performance-based non-market vesting condition (net income thresholds per management accounts). The contractual term of the options is 10 years. We estimate the fair value of granted awards using a Monte-Carlo Simulation method, which takes into account assumptions such as the expected volatility, the risk-free interest rate based on the contractual term of the award and expected dividend yield.

The options were accounted for in the current year according to a vesting period and the assessment of performance conditions achievement. For the purposes of the valuation each performance condition threshold is treated as a separate option with a separate valuation of the vesting period. Based on the evaluation at the grant date the respective options that have nil FV and are not projected as to be reachable we consider it unlikely that these options will vest.

The following table presents fair value per one option and related parameters used to estimate the fair value of our options at the grant date:

Complex conditional upon listing

Under the current LTIP share options in the entity surviving the proposed Transaction as described in Note 3 were granted to one employee on November 18, 2020 with a service condition and a series of special performance-based non-market vesting conditions related to the listing. The contractual term of the options is 2 years. Since the agreement contains a clause that grants an employee the discretion of receiving cash consideration or options we treat the following agreement as a compound financial instrument that includes both a liability and an equity component.

We estimate the fair value of cash consideration first and estimate the fair value of the equity component consequently. The fair value of cash consideration is estimated as nominal value of related cash payments at assumed vesting date. We estimate the fair value of granted awards using Black-Scholes-Merton pricing model taking into account the terms and conditions on which the options were granted and accounted for in the current year.

The following table presents fair value per one option and related assumptions used to estimate the fair value of equity component of our options at the grant date:

28. Commitments and contingencies

Taxation

Though we generally are not responsible for taxes generated on games accessed and operated through third-party platforms, we are responsible for collecting and remitting applicable sales, value added, use or similar taxes for revenue generated on games accessed and operated on our own platforms and/or in countries where the law requires the game publishers to pay such taxes even if games are made available for users through third-party platforms. Furthermore, an increasing number of U.S. states have considered or adopted laws that attempt to impose tax collection obligations on out-of-state companies. This is also the case in respect of the European Union, where value added taxes or digital services taxes may be imposed on companies making digital sales to consumers within the European Union. Additionally, the Supreme Court of the United States recently ruled in South Dakota v. Wayfair, Inc. et al, or Wayfair, that online sellers can be required to collect sales and use tax despite not having a physical presence in the state of the customer. In response to Wayfair, or otherwise, a number of U.S. states have already begun imposing such obligations, and other U.S. states or local governments may adopt, or begin to enforce, laws requiring us to calculate, collect and remit taxes on sales in their jurisdictions. In addition, as taxation of IT industries is rapidly developing there is a risk that various tax authorities may interpret certain agreements or tax payment arrangements differently than the Company (including identification of the taxpayer and determination of the tax residency). A successful assertion by one or more U.S. states or other countries or jurisdictions requiring us to collect taxes where we presently do not do so, or to collect more taxes in a jurisdiction in which we currently collect some taxes, could result in substantial liabilities, including taxes on past sales, as well as interest and penalties, and could create significant administrative burdens for us or otherwise harm our business.

We believe that these interim condensed consolidated financial statements reflect our best estimate of tax liabilities and uncertain tax positions, which are appropriately accounted for and(/or) disclosed in these interim condensed consolidated financial statements.

Insurance

The Group holds no insurance policies in relation to its operations, or in respect of public liability or other insurable risks like risks associated with cybersecurity. There are no significant physical assets to insure. Management has considered the possibility of insurance of various risks but the cost of it outweighs the benefits in management’s view.

Data privacy and security

We collect, process, store, use and share data, some of which contains personal information, including the personal information of our players. Our business is therefore subject to a number of federal, state, local and foreign laws, regulations, regulatory codes and guidelines governing data privacy, data protection and security, including with respect to the collection, storage, use, processing, transmission, sharing and protection of personal information. Such laws, regulations, regulatory codes, and guidelines may be inconsistent across jurisdictions or conflict with other rules.

The scope of data privacy and security regulations worldwide continues to evolve, and we believe that the adoption of increasingly restrictive regulations in this area is likely within the United States and other jurisdictions. Further, the European Union, Cyprus, and United Kingdom have adopted comprehensive data protection and security laws. The European Union’s Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), or the GDPR, which became effective in May 2018, and the U.K. GDPR, each as supplemented by national laws, (collectively, Applicable Data Protection Laws) impose strict requirements on controllers and processors of personal data in the European Economic Area, or EEA, and the United Kingdom, including, for example, higher standards for obtaining consent from individuals to process their personal data, more robust disclosures to individuals and a strengthened individual data rights regime, and shortened timelines for data breach notifications. Applicable Data Protection Laws create new compliance obligations applicable to our business and some of our players, which could require us to self-determine how to interpret and implement these obligations, change our business practices and expose us to lawsuits (including class action or similar representative lawsuits) by consumers or consumer organizations for alleged breach of data protection laws and the risk of significant reputational damage. Applicable Data Protection Laws increase financial penalties for noncompliance (including possible fines of up to 4% of global annual revenues for the preceding financial year or €20 million, or £17.5 million in the United Kingdom, (whichever is higher) for the most serious violations).

Any failure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to players or other third parties, or any other legal obligations or regulatory requirements relating to privacy, data protection, or information security may result in governmental investigations or enforcement actions, litigation, claims (including class actions), or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our players to lose trust in us, and otherwise materially and adversely affect our reputation and business.

Cybersecurity

Our information technology may be subject to cyber-attacks, viruses, malicious software, break-ins, theft, computer hacking, employee error or malfeasance or other security breaches. Hackers and data thieves are increasingly sophisticated and operate large-scale and complex automated attacks. Our systems and the data stored on those systems may also be vulnerable to security incidents or security attacks, acts of vandalism or theft, coordinated attacks by activist entities, misplaced or lost data, human errors, or other similar events that could negatively affect our systems and the data stored on those systems, and the data of our business partners. We do not maintain insurance policies covering losses relating to cybersecurity incidents, which may increase any potential harms that the business may suffer from a cyber-attack. We may be unable to cover all possible claims stemming from security breaches, cyberattacks and other types of unlawful activity, or any resulting disruptions from such events, and we may suffer losses that could have a material adverse effect on our business.

Regulatory environment

In December 2017, Apple updated its terms of service to require publishers of applications that include “loot boxes” to disclose the odds of receiving each type of item within each loot box to customers prior to purchase. Google similarly updated its terms of service in May 2019. Loot boxes are a commonly used monetization technique in free-to-play mobile games in which a player can acquire a virtual loot box, but the player does not know which virtual item(s) he or she will receive (which may be a common, rare or extremely rare item, and may be a duplicate of an item the player already has in his or her inventory) until the loot box is opened.

In addition, there are ongoing academic, political and regulatory discussions in the United States, Europe, Australia and other jurisdictions regarding whether certain game mechanics, such as loot boxes, should be subject to a higher level or different type of regulation than other game genres or mechanics to protect consumers, in particular minors and persons susceptible to addiction, and, if so, what such regulation should include. Additionally, after being restricted in Belgium and the Netherlands, the United Kingdom House of Lords has recently issued a report recommending that loot boxes be regulated within the remit of gambling legislation and regulation.

In some of our games, certain mechanics may be deemed to be loot boxes. New regulations by the international jurisdictions, which may vary significantly across jurisdictions and with which we may be required to comply, could require that these game mechanics be modified or removed from games, increase the costs of operating our games due to disclosure or other regulatory requirements, impact player engagement and monetization, or otherwise harm our business performance. It is difficult to predict how existing or new laws may be applied to these or similar game mechanics. If we become liable under these laws or regulations, we could be directly harmed, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources or to modify our games, which would harm our business, financial condition, and results of operations. In addition, the increased attention focused upon liability issues because of lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business. Any costs incurred because of this potential liability could harm our business, financial condition or results of operations.

Implications of COVID-19

On March 11, 2020, the World Health Organization declared the Coronavirus COVID-19 outbreak to be a pandemic in recognition of its rapid spread across the globe. Many governments have taken and continue to take stringent steps to help contain and/or delay the spread of the virus, including: requiring self-isolation/ quarantine by those potentially affected, implementing social distancing measures, and controlling or closing borders and ''locking-down'' cities/regions or even entire countries. These measures slowed down and will likely continue to impact both the Cyprus and world economies. As at the date of issuance of the financial statements, the Company is not aware of any specific event or circumstance related to COVID-19 that would require it to update its estimates or judgments or adjust the carrying value of its assets or liabilities. Our liquidity analysis based on our recent performance and current estimates shows that we have adequate resources to finance our operations for the foreseeable future.

29. Events after the reporting period

Grant of options

On November 16, 2021 the Company approved the option plan for its directors, officers, employees and contractors in a total amount of up to 9,826,155 options, each over one share of the Company with vesting conditions and exercise prices to be determined by the Board of Directors at the time of grant.

* Reflects a correction to the amount reported in Nexters Global’s (subsidiary) audited consolidated statement of financial position as at December 31, 2020 due to the identification of an immaterial error relating to the calculation of withholding taxes. For further information, see Note 4 (Use of judgements and estimates—Immaterial error).

* Reflects a correction to the amount reported in Nexters Global’s (subsidiary) audited consolidated statement of profit or loss and other comprehensive income for the year ended December 31, 2020 due to the identification of an immaterial error relating to the calculation of withholding taxes. For further information, see Note 4 (Use of judgements and estimates—Immaterial error).

1 Includes the effects of i.) US GAAP to IFRS conversion adjustment and ii.) effect of difference in fair values between Kismet warrants and Nexters Inc. warrants

2 Volume-weighted average price as at August 27, 2021 and closing price as at September 30, 2021, source: Bloomberg.

Nexters Inc to Announce Third Quarter 2021 Financial Results on November 17, 2021

LIMASSOL, Cyprus, Nov. 11, 2021 (GLOBE NEWSWIRE) -- Nexters Inc. (NASDAQ: GDEV) an international game development company which strives to introduce the joy of core gaming experiences to casual players, today announced that its financial results for the third quarter and nine months ended September 30, 2021 will be released on Wednesday, November 17, 2021.

Nexters will host a conference call and webcast to discuss its results at 09:00 a.m. U.S. Eastern Time (5:00 p.m. Moscow time, 2:00 p.m. London time) the same day.

We recommend to use the dial-in option only if you would like to ask questions. In this case please dial in at least 15 minutes prior to the call start time and clearly state the requested information. For listen only mode, please use the webcast link. The earnings release can be accessed through our website at https://investor.nexters.com/. Following the call, a replay will be available on our website.

To participate in the conference call, please use the following details:

Standard International: +44 (0) 2071 928000
UK (toll free): 08003767922
UK (local): 08445718892
USA (toll free): 18669661396
USA (local): 16315107495
Russian Federation (toll free): 81080023575011
Russian Federation (local): 4952499849
Conference ID: 1467608

Webcast:

https://edge.media-server.com/mmc/p/i9c4n6nv

Contacts:

Investor Relations
Roman Safiyulin | Chief Corporate Development Officer
r.safiyulin@nexters.com

Media
Andrey Akimov | Chief Communications Officer
aa@nexters.com

About Nexters

Nexters is an international game development company which strives to introduce the joy of core gaming experiences to casual players. Thanks to such hit games like Hero Wars, Throne Rush, and others the company reached over 200 million installs worldwide and became one of the top five independent mobile game companies in Europe. Headquartered in Cyprus, Nexters is built upon a team of 600+ inspired gaming professionals. Please find more information about Nexters at: https://nexters.com and follow Nexters on LinkedIn and Twitter.

Nexters strengthens its platform diversification with Throne Rush web release

LIMASSOL, Cyprus., Oct. 29, 2021 (GLOBE NEWSWIRE) -- Nexters (Nasdaq: GDEV), an international game development company which strives to introduce the joy of core gaming experiences to casual players, released a web version of its Throne Rush game at https://throne-rush.com to further diversify on different platforms with the aim to decrease the blended platform commission.

In the first half of 2021, the desktop versions of Nexters' games showed considerable growth. The company's bookings on desktop, which includes social and web versions of games, have grown by 91% year on year, driven by rapid expansion of the web. The share of desktop in the company's bookings has reached 33% which gave rise to a reduction in the blended platform commission as a percentage of bookings by approximately 3% year on year.

"Throne Rush was one of our first success stories," says Anton Reinhold, Chief Operating Officer at Nexters. "And even after 8 years, we don't just support it but actively evolve the game through novel approaches and experimentation. The web version is one of these experiments, as we didn't just transport Throne Rush to a new platform – we boiled the game down to its essential parts that make it unique and exciting, took a streamlined approach with a view towards balance and monetization, and now offer players a new, more competitive experience. We are already greatly inspired by the performance that Hero Wars - our flagship franchise - demonstrated on the web, and we feel that the future of Throne Rush on this platform may be very bright as well."

Originally, Throne Rush - a fantasy strategy mid-core game - was Nexters' first IP launched on social networks in 2013 and was awarded with the title "game of the year" by Facebook in 2014. Later, it was released on iOS and Android, and over its lifetime has accumulated more than 76 million installs worldwide.

Throne Rush is now being made available on a web platform and offers a distilled version of the gameplay that its fans came to know and love. Looking ahead, more features, game mechanics and content are planned to be implemented into the game to make the experience even richer and more enjoyable. Player feedback and internal metrics will play a crucial role in this process.

The web release of Throne Rush is line with Nexters' growth strategy which, besides consolidation of players in the gaming industry, is committed to further proactive expansion into platforms, regions and genres. As announced earlier this year, the company plans to focus on casual games like the recently released farm and adventure game, Chibi Island, with more casual titles in the pipeline. The regional expansion strategy is expected to focus on Asia as one of the most prominent mobile game markets.

About Nexters

Nexters is an international game development company which strives to introduce the joy of core gaming experiences to casual players. Thanks to such hit games like Hero Wars, Throne Rush, and others the company reached over 200 million installs worldwide and became one of the top five independent mobile game companies in Europe. Headquartered in Cyprus, Nexters is built upon a team of 600+ inspired game creators. Please find more information about Nexters at: https://nexters.com and follow Nexters on LinkedIn and Twitter.

Contacts:

Investor Relations
Roman Safiyulin | Investor Relations Officer
r.safiyulin@nexters.com

Media
Andrey Akimov | Chief Communications Officer
aa@nexters.com

Cautionary statement regarding forward-looking statements

Certain statements in this press release may constitute "forward-looking statements" for purposes of the federal securities laws. Such statements are based on current expectations that are subject to risks and uncertainties. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

The forward-looking statements contained in this press release are based on the Company's current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are the Company's control) or other assumptions. You should carefully consider the risks and uncertainties described in the "Risk Factors" section of the registration statement on Form F-1 filed by the Company on September 22, 2021 and other documents filed by the Company from time to time with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Company's assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Nexters to Boost Independent Game Developers

Nexters Boost program is the first public step in the company’s broader M&A strategy based on sharing expertise and investment to consolidate the gaming industry

LIMASSOL, Cyprus, Sept. 29, 2021 (GLOBE NEWSWIRE) -- Select beginner game makers don’t have to go it alone. The international game development company, Nexters Inc. (Nasdaq: GDEV) announced the start of its new program, Nexters Boost. This program is designed for new or small game-making teams who need capital and know-how to boost their potential. It is also the first public step in the company’s broader mergers and acquisitions strategy to grow Nexters as a consolidator. This program should diversify the company’s product portfolio and bring new growth opportunities in the coming years.

Nexters invites developers to apply to Nexters Boost at: https://boost.nexters.com. If chosen to join the program, developers will benefit from Nexters’ industry expertise as well as capital investments ranging between approximately $500,000 and $2.5 million per project in exchange for a stake in the studio. The program will be identifying teams globally with a focus on Russian-speaking developers in Eastern European countries.

“We want to support the indie scene in reaching a global scale,” Nexters co-founder and Head of R&D Boris Gertsovskiy said as a Boost program mentor. “Our team sees a natural synergy between our expertise and passion for making great games with the creativity and innovation seen in some smaller game makers with whom we are now speaking. Through years of growth on mobile, social, and web we’ve accumulated tons of experience which we are eager to share and invest. We believe that this kind of cooperation will contribute to the mutual growth of both these talented teams and Nexters.”

The Nexters Boost team includes leading developers, marketing specialists, analysts, and strategists. Nexters’ department leads and top managers will serve as mentors. The Boost team will be supporting new game makers with their own expertise in a variety of subjects – from UX and community management to monetization and user acquisition – to facilitate building a successful business on global markets.

Teams interested in joining Nexters Boost will be judged on the following criteria:

Playable prototypes or minimum viable product games

Team structure and confidence in building the final game

Market potential to reach global audiences

Product and marketing innovation

This is the first program for Nexters since it became a publicly traded company on Nasdaq in August 2021. As a public company, Nexters plans to grow as a game developer and its M&A strategy begins with Nexters Boost, aimed at finding promising titles in their early stages of development and growth.

About Nexters

Nexters is an international game development company which strives to introduce the joy of core gaming experiences to casual players. Thanks to such hit games like Hero Wars, Throne Rush, and others the company reached over 200 million installs worldwide and became one of the top five independent mobile game companies in Europe. Headquartered in Cyprus, Nexters is built upon a team of 600+ inspired gaming professionals. Please find more information about Nexters at: https://nexters.com and follow on Linkedin and Twitter.

Contacts:

Media Andrey Akimov | Chief Communications Officer aa@nexters.com

Investor Relations Roman Safiyulin | Chief Corporate Development Officer r.safiyulin@nexters.com

Cautionary statement regarding forward-looking statements

Certain statements in this press release may constitute “forward-looking statements” for purposes of the federal securities laws. Such statements are based on current expectations that are subject to risks and uncertainties. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

The forward-looking statements contained in this press release are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are the Company’s control) or other assumptions. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the registration statement on Form F-1 filed by the Company on September 22, 2021 and other documents filed by the Company from time to time with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Nexters Shows Record High Bookings and Revenue in Q2 and First Half of 2021

LIMASSOL, Cyprus, Sept. 22, 2021 (GLOBE NEWSWIRE) -- Nexters Inc. (NASDAQ: GDEV), an international game development company which strives to introduce the joy of core gaming experiences to casual players, today announced its unaudited financial and operational results for the first half year and second quarter ended June 30, 2021.

First Half And Second Quarter 2021 Highlights

Record high bookings of $268 million for H1 2021 and $154 million for Q2 2021, with 40% YoY growth in Q2

Record high quarterly revenues in Q2 2021 of $110 million, up 73% YoY

Record high monthly paying users of 395 thousand in Q2 2021, with 43% YoY growth

Record high daily active users of 1.2 million in Q2 2021, with 35% YoY growth

Record high marketing investment of $155 million in H1 2021 into expanding the player base

Chibi Island, a new mobile casual game, was officially released on iOS and Android

“We are very happy to kick off our life as a public company with such a strong set of financial and operating results,” Nexters Co-founder and CEO Andrey Fadeev said. “Our fantastic team has made an enormous effort, which led to Nexters becoming as we believe the fastest growing gaming company among public peers. Our record-high bookings and other achievements in the first half of this year inspire us to proceed delivering great games to players around the world. After becoming the public company, we now have all the full set of instruments to execute our growth strategy.”

First Half 2021 financial and operational performance

In the first half of 2021 our revenue increased by $74 million (or 61%) year over year and amounted to $196 million, driven mainly by an increase in bookings in the amount of $60 million.

Platform commissions increased by 51% in the first half 2021 compared with the same period in 2020, driven primarily by the increase in revenues.

Game operation costs and general and administrative expenses (hereinafter referred to as “Operation and G&A expenses”) expenses increased by $8 million (or approximately 2 times) in the first half of 2021 vs. the same period in the prior year to reach $16 million. The increase was primarily due to:

Preparation of the Company for its listing on the NASDAQ, which resulted in substantial legal and consulting expenses incurred in the first half of 2021, and increased personnel and related share based compensation expenses resulting from new personnel hired at the end of 2020 and over the course of 2021;

Increase in personnel and other expenses resulting from the increase in the scale of the Group’s operations.

Selling and marketing expenses in the first half 2021 increased by $82 million (more than doubling year over year), and amounted to $155 million. The increase was due to the massive scaling of the investments into new players.

Net loss in the first half of 2021 amounted to $32 million vs. net income of $4 million in the respective period of 2020. The net loss in the first half of 2021 originated primarily from the substantial increase in marketing investments, increase in Operation and G&A expenses as well as platform commissions, and was partially offset by an increase in revenues.

Our substantial investments in marketing in 2021 resulted in a substantial increase in monthly paying users (MPU), which reached 356 thousand in the first half of 2021 vs. 283 thousand in the respective period of 2020, a growth of 26%.

Average bookings per paying user (ABBPU) remained relatively stable in the first half of 2021, at $120 in comparison to $118 in the respective period of 2020. Though we witnessed a generally increasing trend in our ABBPUs over the past several quarters, the stabilization of the ABPPU in the first half of 2021 vs. the respective period in the prior year was due to the substantial inflow of new paying users in the first half of 2021 and especially in Q2 2021, as paying users tend to have lower ABPPUs at the inception of the paying cohort.

The substantial increase in MPUs accompanied by a relatively stable level of ABPPU resulted in record high bookings of $268 million in the first half of 2021, which grew 29% year over year from $208 million in the first half of 2020.

Second Quarter 2021 financial and operational performance

In the second quarter of 2021 our revenue increased by $46 million (or 73%) year over year and amounted to $110 million, driven predominantly by an increase in bookings in the amount of $44 million.

Platform commissions increased by 60% in the second quarter of 2021 compared with the same period in 2020, driven primarily by the increase in revenues.

Operation and G&A expenses increased by $5 million (or 2.3 times) in the second quarter of 2021 vs. the same period in the prior year to reach $9 million. The increase was primarily due to same factors mentioned above in respect of the first half of 2021:

Preparation of the Company for its listing on the NASDAQ;

Increase in personnel and other expenses resulting from the increase in the scale of the Group’s operations.

Selling and marketing expenses in Q2 2021 increased by $60 million, or 193% year over year, and amounted to $91 million. The increase was due to the massive scaling of the investments into new players.

Net loss in the second quarter of 2021 amounted to $20 million vs. net income of $10 million in the respective period of 2020. The net loss in the second quarter of 2021 originated primarily from the substantial increase in marketing investments, increase in Operation and G&A expenses as well as platform commissions, and was partially offset by the increase in revenues.

Our substantial investments in marketing in 2021 resulted in a substantial increase in MPUs, which reached a record high of 395 thousand in the second quarter of 2021 vs. 277 thousand in the respective period of 2020, a growth of 43%.

A similar growth has been achieved in monthly active users (MAU) with a 42% increase year over year, reaching 7.6 million in the second quarter of 2021 after 5.3 million MAU in the prior year period. While the amount of daily active users reached its all-time record of 1.2 million in the second quarter of 2021, which is a 35% growth compared to the same period last year.

ABBPU remained relatively stable in the second quarter of 2021, at $125 in comparison to $128 in the respective period of 2020, which we attribute to the factors mentioned above in respect of the first half of 2021.

The substantial increase in MPUs accompanied by a relatively stable level of ABPPU resulted in record high quarterly bookings of $154 million in the second quarter of 2021, which grew 40% year over year from $110 million in the second quarter of 2020.

Recent developments

Closing of the business combination

On August 26, 2021 the Company consummated the previously announced business combination with Nexters Global Ltd. and Kismet Acquisition One Corp. Following the closing of the business combination, the Company’s ordinary shares and warrants started trading on the Nasdaq Global Market under the symbols “GDEV” and “GDEVW,” respectively. Please refer to the Form 20-F filed on the August 26, 2021 with the Securities and Exchange Commission (the “SEC”) for the details of the transaction.

Official Release of Chibi Island

On July 28, 2021 Nexters officially released Chibi Island, a new farm and adventure mobile game, after a successful “soft launch” in December 2020. Chibi Island has been in live testing since its soft launch with a limited set of features and content. It has been continuously updated since then with improvements to the game coming via player feedback and analysis of internal game performance metrics. Chibi Island succeeded Island Experiment, a casual farm game first launched on social media channels back in 2014, with nearly 30 million installs to date.

* Reflects corrections to the amounts reported in the Company’s previous filings with the SEC due to the identification of an immaterial error relating to the calculation of withholding taxes in 2020 and other insignificant adjustments identified in the course of the financial reporting closing process as of June 30, 2021. For further information, see Note 4 (Use of judgements and estimates—Immaterial error) to the Company’s interim condensed consolidated financial statements for the six months ended June 30, 2021 as filed with the SEC on September 22, 2021.

H1 and Q2 2021 conference call and webcast

Nexters will host a conference call and webcast to discuss its results at 10:00 a.m. U.S. Eastern Time (5:00 p.m. Moscow time, 3:00 p.m. London time) the same day.

To participate in the conference call, please use the following details:

Standard International: +44 (0) 2071 928000

UK (toll free): 08003767922

UK (local): 08445718892

USA (toll free): 18669661396

USA (local): 16315107495

Russian Federation (toll free): 81080023575011

Russian Federation (local): 4952499849

Conference ID: 2869155

Webcast: https://edge.media-server.com/mmc/p/7ukhausb

About Nexters

Nexters is an international game development company which strives to introduce the joy of core gaming experiences to casual players. Thanks to such hit games like Hero Wars, Throne Rush, and others the company reached over 200 million installs worldwide and became one of the top five independent mobile game companies in Europe. Headquartered in Cyprus, Nexters is built upon a team of 600+ inspired gaming professionals. Please find more information about Nexters at: https://nexters.com and follow on Linkedin and Twitter.

Contacts:

Investor Relations Roman Safiyulin | Chief Corporate Development Officer r.safiyulin@nexters.com

Media Andrey Akimov | Chief Communications Officer aa@nexters.com

Cautionary statement regarding forward-looking statements

Certain statements in this press release may constitute “forward-looking statements” for purposes of the federal securities laws. Such statements are based on current expectations that are subject to risks and uncertainties. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

The forward-looking statements contained in this press release are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are the Company’s control) or other assumptions. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the registration statement on Form F-1 filed by the Company on September 22, 2021 and other documents filed by the Company from time to time with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Nexters Inc to Announce Second Quarter 2021 Financial Results on September 22, 2021

MOSCOW, Sept. 17, 2021 (GLOBE NEWSWIRE) -- Nexters Inc. (NASDAQ: GDEV), an international game development company which strives to introduce the joy of core gaming experiences to casual players, today announced that its financial results for the second quarter and half-year ended June 30, 2021 will be released on Wednesday, September 22, 2021.

Nexters will host a conference call and webcast to discuss its results at 10:00 a.m. U.S. Eastern Time (5:00 p.m. Moscow time, 3:00 p.m. London time) the same day.

We recommend to use the dial-in option only if you would like to ask questions. In this case please dial in at least 15 minutes prior to the call start time and clearly state the requested information. For listen only mode, please use the webcast link. The earnings release can be accessed through our website at https://investor.nexters.com/. Following the call, a replay will be available on our website.


To participate in the conference call, please use the following details:

Standard International: +44 (0) 2071 928000
UK (toll free): 08003767922
UK (local): 08445718892
USA (toll free): 18669661396
USA (local): 16315107495
Russian Federation (toll free): 81080023575011
Russian Federation (local): 4952499849

Conference ID: 2869155

Webcast: https://edge.media-server.com/mmc/p/7ukhausb

Contacts:

Investor Relations
Roman Safiyulin | Investor Relations Officer
r.safiyulin@nexters.com

Media
Andrey Akimov | Chief Communications Officer
aa@nexters.com

Nexters and Kismet Acquisition One Corp Complete Business Combination; Shares Will Begin Trading as “GDEV” on Nasdaq

LIMASSOL, Cyprus--(BUSINESS WIRE)--Aug. 27, 2021-- Nexters Inc. (“Nexters” or the “Company”), an international game development company which strives to introduce the joy of core gaming experiences to casual players, and Kismet Acquisition One Corp (Nasdaq: KSMT, KSMTU, KSMTW) (“Kismet”), a publicly traded special purpose acquisition company, today announced the completion of their previously announced business combination (the “Business Combination”).

The combined company will operate as Nexters Inc. and today on August 27, 2021 its ordinary shares and warrants will begin trading on the Nasdaq Global Market under the new ticker symbols “GDEV” and “GDEVW,” respectively. The Business Combination was approved during a special meeting of Kismet’s shareholders on August 18, 2021.

The transaction will deliver approximately $132 million in cash to Nexters and its shareholders, comprising funds from the Kismet trust account, Kismet Sponsor Limited, and PIPE investors Mubadala Investment Company and VPE Capital. These proceeds are expected to accelerate both organic and inorganic growth initiatives at the Company, and will be deployed, among other things, to fund the development of new products with a focus on further expansion into more casual genres, the launch of games across additional geographies, and deals with premier gaming companies through Nexters’ well-established connections in the gaming industry. Nexters’ public listing is also expected to support its aim to become the leading consolidator in the gaming space in Russian speaking countries, Eastern Europe and beyond, capitalizing on the significant opportunity in the market while deploying its proven value creation playbook to support other companies and driving meaningful synergies over time.

“This amazing moment wouldn’t be possible without the passion and dedication of our awesome team, business partners, partner platforms, and many others,” said Andrey Fadeev, Nexters Co-founder & CEO. “We’ve managed to build Nexters with such wonderful people around us by delivering great games for our millions of players – as a public company, we will continue our goal to transform the user experience and deliver blockbuster titles for gamers around the globe.”

Ivan Tavrin, Chairman and CEO of Kismet Acquisition One Corp, said, “On behalf of the Kismet team, I am thrilled to bring Nexters and its innovative products to the public markets. Andrey and his team have built a mobile, web and social gaming powerhouse that can boast some of the world’s most popular titles. We are excited to support Nexters’ continued growth and see Nexters established as a leader in the expanding gaming industry.”

Nexters’ Co-Founder and CEO Andrey Fadeev and Co-Founder and Head of R&D Boris Gertsovskiy will continue to lead the Company, supported by a seasoned management team. The Board of Directors will initially consist of seven members, consisting of Andrey Fadeev, Boris Gertsovskiy, Igor Bukhman, Dmitrii Bukhman, Andrew Sheppard, Natasha Braginsky Mounier, and Ivan Tavrin.

The Company will hold a closing bell ceremony on August 27 at Nasdaq headquarters in New York to celebrate this important milestone.

Credit Suisse, BofA Securities and LionTree Advisors served as capital markets advisors to Kismet Acquisition One Corp.

About Nexters

Nexters is an international game development company which strives to introduce the joy of core gaming experiences to casual players. Thanks to such hit games like Hero Wars, Throne Rush, and others the company reached over 200 million installs worldwide and became one of the top five independent mobile game companies in Europe. Headquartered in Cyprus, Nexters is built upon a team of 600+ inspired game creators. Please find more information about Nexters at: https://nexters.com and follow Nexters on LinkedIn and Twitter.

About Kismet Acquisition One Corp

Kismet Acquisition One Corp. is a special purpose acquisition company led by Chairman and Chief Executive Officer Ivan Tavrin, formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar initial business combination with one or more businesses or entities. Please find more information about Kismet at: www.kismetcg.com

Forward Looking Statements

Certain statements in this press release may constitute “forward-looking statements” for purposes of the federal securities laws. Such statements are based on current expectations that are subject to risks and uncertainties. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

The forward-looking statements contained in this press release are based on Kismet’s and Nexters’ current expectations and beliefs concerning future developments and their potential effects on Kismet and Nexters. There can be no assurance that future developments affecting Kismet and Nexters will be those that Kismet and Nexters have anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are beyond Kismet’s and Nexters’ control) or other assumptions. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the registration statement on Form F-4 relating to the business combination, filed by Nexters and other documents filed by Nexters and Kismet from time to time with the SEC. Should one or more of these risks or uncertainties materialize, or should any of Kismet’s or Nexters’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Kismet and Nexters undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210827005032/en/

Nexters:

Media
Andrey Akimov | Chief Communications Officer
aa@nexters.com

Investor Relations
Roman Safiyulin | Investor Relations Officer
r.safiyulin@nexters.com

Kismet:

Media (English)
Sara Evans / Kerry Golds
Finsbury Glover Hering
Kismet-US@finsbury.com

Media (Russian)
Tom Blackwell
EM Comms
blackwell@em-comms.com

Source: Nexters Inc.

Kismet Acquisition One Corp Shareholders Approve Business Combination with Nexters

MOSCOW, Russia, Aug. 19, 2021 (GLOBE NEWSWIRE) -- Kismet Acquisition One Corp (Nasdaq: KSMT, KSMTU, KSMTW) (“Kismet”), a publicly traded special purpose acquisition company (SPAC) led by Chairman and Chief Executive Officer, Ivan Tavrin, announced today that in a special meeting held on August 18, 2021, its shareholders voted to approve its proposed business combination with Nexters Global Ltd. (“Nexters”), an international game development company. Approximately 98% of the votes cast at the meeting, representing approximately 71% of Kismet’s outstanding shares, were in favor of the business combination with Nexters.

The business combination is expected to close on or about August 26, 2021, subject to the satisfaction of customary closing conditions. Following the closing, the combined company will operate as Nexters, and on or about August 27, 2021 its ordinary shares and warrants are expected to begin trading on the Nasdaq Global Market under the new ticker symbols “GDEV” and “GDEVW,” respectively.

The formal results of the vote will be included on a Form 8-K to be filed with the U.S. Securities and Exchange Commission.

About Kismet Acquisition One Corp

Kismet Acquisition One Corp is a special purpose acquisition company led by Chairman and Chief Executive Officer, Ivan Tavrin, formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar initial business combination with one or more businesses or entities. Please find more information about Kismet at: www.kismetcg.com.

About Nexters

Nexters is an international game development company which strives to introduce the joy of core gaming experiences to casual players. Thanks to such hit games like Hero Wars, Throne Rush, and others the company reached over 200 million installs worldwide and became one of the top five independent mobile game companies in Europe. Headquartered in Cyprus, Nexters is built upon a team of 600+ inspired game developers. Please find more information about Nexters at: https://nexters.com and follow Nexters on LinkedIn.

Important Information and Where to Find It

This press release relates to the proposed business combination involving Kismet, Nexters and Nexters Inc. (“Pubco”). Pubco has filed a Registration Statement on Form F-4 with the SEC that includes a proxy statement of Kismet that also constitutes a prospectus of Pubco (the “Proxy Statement/Prospectus”). The definitive Proxy Statement/Prospectus has been mailed to Kismet’s shareholders. Kismet, Nexters and Pubco urge investors, shareholders and other interested persons to read the Registration Statement, including the preliminary Proxy Statement/Prospectus, and amendments thereto, and the definitive Proxy Statement/Prospectus, as well as other documents filed with the SEC, because these documents contain or will contain important information about Kismet, Nexters, Pubco and the business combination. Kismet’s shareholders may obtain a copy of such documents, without charge, by directing a request to: Kismet Acquisition One Corp, 850 Library Avenue, Suite 204, Newark, Delaware 19715. These documents can also be obtained, without charge, at the SEC’s web site (http://www.sec.gov).

Participants in Solicitation

Kismet, Nexters, Pubco and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Kismet’s shareholders in connection with the transactions. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Kismet’s directors and executive officers in the final prospectus from Kismet’s initial public offering, which was filed with the SEC on August 7, 2020. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Kismet’s shareholders in connection with the transactions are set forth in the Proxy Statement/Prospectus for the transactions. Information concerning the interests of Kismet’s and Nexters’ participants in the solicitation, which may, in some cases, be different than those of Kismet’s and Nexters’ equity holders generally, are set forth in the Proxy Statement/Prospectus relating to the business combination.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding the anticipated timing of completion of the proposed business combination and the anticipated timing of commencement of trading of Pubco’s ordinary shares and warrants on the Nasdaq Global Market. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on management’s belief or interpretation of information currently available. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including, but not limited to: (i) the risk that the business combination may not be completed in a timely manner or at all, (ii) the risk that the transactions may not be completed by Kismet’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Kismet, (iii) the failure to satisfy the conditions to the consummation of the business combination, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement, (v) the impact of COVID-19 on Nexters’ business and/or the ability of the parties to complete the business combination, (vi) the outcome of any legal proceedings that may be instituted against Pubco, Nexters and Kismet related to the Business Combination Agreement or the business combination, (vii) the ability to maintain the listing of Kismet securities on the Nasdaq Global Market and (viii) the risk that Pubco’s securities will not be approved for listing on the Nasdaq Global Market. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Kismet’s Annual Report on Form 10-K, as amended, Quarterly Reports on Form 10-Q, the registration statement on Form F-4 and Proxy Statement/Prospectus discussed above and other documents filed by Kismet from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Pubco, Nexters and Kismet assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Pubco, Nexters nor Kismet gives any assurance that either Pubco, Nexters or Kismet will achieve its expectations.

Media Contacts

Media (English)
Sara Evans / Kerry Golds
Finsbury Glover Hering
Kismet-US@finsbury.com

Media (Russian)
Daria Khilenkova
EM Comms
khilenkova@em-comms.com

Nexters officially releases Chibi Island, a new farm and adventure mobile game, after successful soft launch

July 28, 2021 Limassol, Cyprus - Players are welcome to land and explore the new farm and adventure game, Chibi Island, available on iOS and Google Platform. The official launch brings with it a fully-featured version of Chibi Island updated with new Match3 play as well as daily quests, and new in-game themes including Wild West and ancient China. These new additions help Chibi Island players enjoy months of gameplay.

The title is developed and published by Nexters, an international game development company which strives to introduce the joy of core gaming experiences to casual players, and is expected to finalize a business combination with Kismet Acquisition One Corp (Nasdaq: KSMT, KSMTU, KSMTW) by the end of Q3 2021.

Chibi Island has been in live testing since it had a “soft launch” in December 2020 with a limited set of features and content. It has been continuously updated since then with improvements to the game coming via player feedback and analysis of internal game performance metrics. To date, Chibi Island's metrics have exceeded its creators' expectations, with data collected between January and April of 2021 showing the game doubling the retention and average play session benchmarks set by Hero Wars, Nexters’ most successful game.

Chibi Island succeeds Island Experiment, a casual farm game first launched on social media channels back in 2014, with nearly 30 million installs to date. Despite the significant player base, the Nexters development team saw a need for a major overhaul to the game to grow the title’s popularity. The new vision was based on a much deeper, more engaging storyline and additional game mechanics. After extensive analysis, the team came to the decision to realize the new concept as an entirely new game.

Chibi Island inherits the visual style and main heroes from Island Experiment. Now, our heroes will explore the island to unleash the mystery of the Pyramid with more diversity in gameplay and a more transparent in-game economy for improved farm management. But the key upgrade is the completely new approach to storytelling. It is a much deeper narrative with several engaging plotlines that come together in the big finale, and additional care has been taken to better develop the characters of the game. There is also a stronger mutual integration between the story and gameplay.

The launch extends an exciting month for Nexters, which recently announced in relation to its SPAC merger deal that it secured $50 million of PIPE investments from Mubadala Investment Company and VPE Capital, which when paired with $50 million from Kismet Sponsor Limited, meets the minimum cash condition required under the business combination agreement. The SPAC merger deal is now expected to close by the end of Q3, 2021.

About Nexters

Nexters is an international game development company which strives to introduce the joy of core gaming experiences to casual players. Thanks to such hit games like Hero Wars, Throne Rush, and others the company reached over 200 million installs worldwide and became one of the top five independent mobile game companies in Europe. Headquartered in Cyprus, Nexters is built upon a team of 600+ inspired game creators. Please find more information about Nexters at: https://nexters.com and follow Nexters on LinkedIn and Twitter.

About SPAC deal between Nexters and Kismet Acquisition One

On February 1, Nexters and Kismet Acquisition One Corp (“Kismet”) announced entering into a definitive business combination agreement that is expected to result in Nexters becoming a publicly-listed company on Nasdaq. The transaction, which placed Nexters at an enterprise value of $1.9 billion, will be funded by approximately $250 million of cash held in trust by Kismet, subject to potential redemptions, as well as the additional $50 million investment by the SPAC Sponsor, Kismet Sponsor Limited, and $50 million in the aggregate from PIPE investors Mubadala Investment Company and VPE Capital. The transaction is expected to close by the end of Q3 2021.

Nexters Contacts:

PR: Andrey Akimov | Chief Communications Officer
aa@nexters.com

IR: Roman Safiyulin | Investor Relations Officer
r.safiyulin@nexters.com

DISCLAIMERS

This press release shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor there any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Use of Projections. The financial projections, estimates and targets in this press release are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Kismet’s and Nexters’ control. Although all financial projections, estimates and targets are necessarily speculative, Kismet and Nexters believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, estimates and targets. The inclusion of financial projections, estimates and targets in this press release should not be regarded as an indication that Kismet and Nexters, or their representatives, considered or consider the financial projections, estimates and targets to be a reliable prediction of future events.

Additional Information; Participants in the Solicitation. Nexters has filed a registration statement with the SEC that includes a preliminary proxy statement of Kismet and a preliminary prospectus of Nexters (the “proxy statement/prospectus”). The definitive Proxy Statement/Prospectus will be mailed to Kismet’s shareholders as of a record date to be established for voting on the contemplated business combination when it becomes available. Kismet shareholders and other interested persons are urged to read the proxy statement/prospectus and any other relevant documents filed with the SEC because they contain important information about Kismet, Nexters and the contemplated business combination. Kismet shareholders will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about Kismet, Nexters and the contemplated business combination, without charge, at the SEC’s website located at www.sec.gov.

Kismet, Nexters and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Kismet’s shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the business combination are contained in the proxy statement/prospectus. You may obtain free copies of these documents as described in the preceding paragraph. This press release does not contain all the information that should be considered in the contemplated business combination. It is not intended to for many basis of any investment decision or any decision in respect to the contemplated business combination.

Forward Looking Statements. Certain statements in this press release may constitute “forward-looking statements” for purposes of the federal securities laws. Such statements are based on current expectations that are subject to risks and uncertainties. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

The forward-looking statements contained in this press release are based on Kismet’s and Nexters’ current expectations and beliefs concerning future developments and their potential effects on Kismet and Nexters. There can be no assurance that future developments affecting Kismet and Nexters will be those that Kismet and Nexters have anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are beyond Kismet’s and Nexters’ control) or other assumptions. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the registration statement on Form F-4 relating to the business combination, filed by Nexters and other documents filed by Nexters and Kismet from time to time with the SEC. Should one or more of these risks or uncertainties materialize, or should any of Kismet’s or Nexters’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Kismet and Nexters undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Nexters reports 40% bookings growth in Q2 2021, confirms PIPE investment and SPAC transaction closing timeline

  • The company continues to deliver strong growth in quarterly bookings by 40% and an increase in the number of Monthly Paying Users by 43% in Q2 2021 year over year.
  • Additional investments secured: $50 million via PIPE from Mubadala Investment Company and VPE Capital.
  • Total investments reached $100 million which provides the cash minimum required under the business combination agreement, the SPAC merger deal is now expected to close by the end of Q3 2021.

July 19, 2021 Limassol, Cyprus - Nexters, an international game development company that is in the process of closing a business combination with a SPAC company Kismet Acquisition One Corp (Nasdaq: KSMT, KSMTU, KSMTW), saw continued success in its approach to bring core gaming experiences to casual audiences as it announced further growth of Bookings in Q2. Nexters also reached the minimum cash condition required under the business combination agreement as a result of PIPE funding commitments, the transaction is now expected to close by the end of Q3 2021.

The Q2 results feature strong financial and operating performance after following sustainable growth for the beginning of the year. Fueled by successful marketing initiatives, Nexters reached $154 million in Bookings in Q2 2021 - 40% higher year-over-year for the same period in 2020.

This rapid growth came with an increase of monthly paying players by 43% year-over-year to approximately 400,000 paying players. Despite the significant inflow of new payers, who tend to spend less in the beginning of their lifespan, the blended average bookings per paying player kept relatively flat at $125.

“Our savvy marketing and fun games are landing well with a growing audience who haven’t stopped playing games,” Andrey Fadeev, Nexters CEO said. “These successes are further fuel for our readiness to go public.”

Additional investment has been secured thus letting Nexters to meet the minimum cash condition required under the business combination agreement. $50 million will be invested via PIPE (Private Investment in Public Equity) by Mubadala Investment Company and VPE Capital. The PIPE investment along with $50 million from SPAC sponsor Kismet Sponsor Limited provides the required minimum of $100 million.

Faris Al Mazrui, Head of Mubadala’s Russia and CIS Investment Program, said: “We are excited to establish this partnership with Ivan Tavrin and Kismet through this investment into Nexters. The company fits well within our expanding portfolio of tech companies that we believe will deliver long term and sustainable returns. Nexters is led by a strong and visionary management team, and is well-positioned to benefit from the ever-evolving games market.”

Roman Kudryashov, Partner of VPE Capital, said: “The gaming space is one to which we have been looking to gain exposure for some time, and we are convinced that Nexters offers a great growth opportunity for us and our LPs. The company demonstrates the kind of dynamic entrepreneurship we like to see in our Fund. We are very much looking forward to working with our new partners.”

The secured investments provide transaction security for closing the deal, which is now expected to be completed by the end of Q3 2021, subject to regulatory approval and other customary conditions. After closing of the business combination, Nexters is expected to trade on Nasdaq Global Select Market under the “GDEV” ticker symbol.

On January 31, Nexters and Kismet Acquisition One Corp (“Kismet”) entered into a definitive business combination agreement that will result in Nexters becoming a publicly-listed company on Nasdaq. The transaction, which placed Nexters at an enterprise value of $1.9 billion, will be funded by approximately $250 million of cash held in trust by Kismet, subject to potential redemptions, as well as the additional $50 million investment by the SPAC Sponsor, Kismet Sponsor Limited, and $50 million in the aggregate from PIPE investors Mubadala Investment Company and VPE Capital. The transaction is expected to close by the end of Q3 2021. Please find more information about this business combination at: https://nexters.com/investors_content

About Nexters

Nexters is an international game development company which strives to introduce the joy of core gaming experiences to casual players. Thanks to such hit games like Hero Wars, Throne Rush, and others the company reached over 200 million installs worldwide and became one of the top five independent mobile game companies in Europe. Headquartered in Cyprus, Nexters is built upon a team of 600+ inspired game creators. Please find more information about Nexters at: https://nexters.com and follow Nexters on LinkedIn and Twitter.

Nexters Contacts:

PR: Andrey Akimov | Chief Communications Officer
aa@nexters.com

IR: Roman Safiyulin | Investor Relations Officer
r.safiyulin@nexters.com

About Mubadala Investment Company

Mubadala Investment Company is a sovereign investor managing a global portfolio, aimed at generating sustainable financial returns for the Government of Abu Dhabi. Mubadala’s $243.4 billion (AED 894 billion) portfolio spans six continents with interests in multiple sectors and asset classes. We leverage our deep sectoral expertise and long-standing partnerships to drive sustainable growth and profit, while supporting the continued diversification and global integration of the economy of the United Arab Emirates. Headquartered in Abu Dhabi, Mubadala has offices in London, Rio de Janeiro, Moscow, New York, San Francisco and Beijing. For more information about Mubadala Investment Company, please visit: https://www.mubadala.com

About VPE Capital

VPE Capital is a specialist emerging market asset manager focused on investing institutional funds to enhance risk weighted returns with a focus on the CIS region. For more information about VPE Capital, please visit: https://www.vpe-capital.com

DISCLAIMERS

This press release shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor there any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Use of Projections. The financial projections, estimates and targets in this press release are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Kismet’s and Nexters’ control. Although all financial projections, estimates and targets are necessarily speculative, Kismet and Nexters believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, estimates and targets. The inclusion of financial projections, estimates and targets in this press release should not be regarded as an indication that Kismet and Nexters, or their representatives, considered or consider the financial projections, estimates and targets to be a reliable prediction of future events.

Additional Information; Participants in the Solicitation. Nexters has filed a registration statement with the SEC that includes a preliminary proxy statement of Kismet and a preliminary prospectus of Nexters (the “proxy statement/prospectus”). The definitive Proxy Statement/Prospectus will be mailed to Kismet’s shareholders as of a record date to be established for voting on the contemplated business combination when it becomes available. Kismet shareholders and other interested persons are urged to read the proxy statement/prospectus and any other relevant documents filed with the SEC because they contain important information about Kismet, Nexters and the contemplated business combination. Kismet shareholders will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about Kismet, Nexters and the contemplated business combination, without charge, at the SEC’s website located at www.sec.gov.

Kismet, Nexters and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Kismet’s shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the business combination are contained in the proxy statement/prospectus. You may obtain free copies of these documents as described in the preceding paragraph. This press release does not contain all the information that should be considered in the contemplated business combination. It is not intended to for many basis of any investment decision or any decision in respect to the contemplated business combination.

Forward Looking Statements. Certain statements in this press release may constitute “forward-looking statements” for purposes of the federal securities laws. Such statements are based on current expectations that are subject to risks and uncertainties. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

The forward-looking statements contained in this press release are based on Kismet’s and Nexters’ current expectations and beliefs concerning future developments and their potential effects on Kismet and Nexters. There can be no assurance that future developments affecting Kismet and Nexters will be those that Kismet and Nexters have anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are beyond Kismet’s and Nexters’ control) or other assumptions. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the registration statement on Form F-4 relating to the business combination, filed by Nexters and other documents filed by Nexters and Kismet from time to time with the SEC. Should one or more of these risks or uncertainties materialize, or should any of Kismet’s or Nexters’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Kismet and Nexters undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Nexters raises financial forecasts as it beats anticipated post-COVID-19 trends

  • Players behaviour continued to show positive dynamics: monthly Average Bookings Per Paying User grew by 7% in Q1
  • Company estimates year-on-year revenue growth of 48% [1] in Q1 2021 based on a solid 15% growth in Bookings
  • Due to players behavior, Q1 results, and April’s growth of Paying Users Nexters raised 2021 Bookings growth forecast at 38%

July 01, 2021 Limassol, Cyprus – Nexters, an international game development company which is preparing to go public on Nasdaq this year, reports positive operating and financial metrics in its existing and new titles in 2021. This performance comes in spite of industry’s cautious expectations regarding post-COVID-19 trends, and has led the company to revise its forecasts for 2021 and beyond.

Mobile player behavior has not experienced any negative change since the start of 2021. Players’ spending proceeded to grow, as Monthly Average Bookings Per Paying User grew by 7% in Q1 2021 compared to Q1 2020 and reached $115.

Q1 Bookings has reached $113 million, 15% higher compared to the same period of 2020, resulting in estimated revenue growth of 48%[1]. The growth has been supported by new marketing initiatives and acquiring users with forecasted paybacks above initial expectations, which led to an increase in the number of Monthly Paying Users by 9%. To capitalize on the Q1 growth, the company has increased its marketing campaigns and achieved an increase in Monthly Paying Users of 42% year-on-year in April 2021.

Strong performance in the beginning of the year allowed Nexters to significantly update the forecast for 2021 Bookings, which are expected now to grow at 38% year-over-year and reach around $610 million.

“Our games won’t stop being fun when the pandemic ends,” Nexters CEO and Cofounder Andrey Fadeev said. “On the one hand we see an ongoing growth of Hero Wars, a ‘forever franchise' first released in 2016. On the other we see some promising results from new titles such as Chibi Island. Our strong performance from both new and well-established titles positions us well for our anticipated upcoming listing on Nasdaq,”

On February 1, Nexters and Kismet Acquisition One Corp (“Kismet”) (Nasdaq: KSMTU), a special purpose acquisition company (SPAC), entered into a definitive business combination agreement that will result in Nexters becoming a publicly-listed company on Nasdaq. The transaction which placed Nexters at an enterprise value of $1.9 billion, will be funded by approximately $250 million held in trust by Kismet, subject to potential redemptions, as well as the additional $50 million investment by the SPAC Sponsor, Kismet Capital Group, and is expected to close in 2021. Please find more information about the SPAC transaction at: https://nexters.com/investors_content

About Nexters

Nexters is an international game development company which strives to introduce the joy of core gaming experiences to casual players. Thanks to such hit games like Hero Wars, Throne Rush, and others the company reached over 200 million installs worldwide and became one of the top five independent mobile game companies in Europe. Headquartered in Cyprus, Nexters is built upon a team of 600+ inspired game creators. Please find more information about Nexters at: https://nexters.com and follow Nexters on LinkedIn and Twitter.

DISCLAIMERS

This press release shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor there any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Use of Projections. The financial projections, estimates and targets in this press release are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Kismet’s and Nexters’ control. Although all financial projections, estimates and targets are necessarily speculative, Kismet and Nexters believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, estimates and targets. The inclusion of financial projections, estimates and targets in this press release should not be regarded as an indication that Kismet and Nexters, or their representatives, considered or consider the financial projections, estimates and targets to be a reliable prediction of future events.

Additional Information; Participants in the Solicitation. Nexters has filed a registration statement with the SEC that includes a preliminary proxy statement of Kismet and a preliminary prospectus of Nexters (the “proxy statement/prospectus”). The definitive Proxy Statement/Prospectus will be mailed to Kismet’s shareholders as of a record date to be established for voting on the contemplated business combination when it becomes available. Kismet shareholders and other interested persons are urged to read the proxy statement/prospectus and any other relevant documents filed with the SEC because they contain important information about Kismet, Nexters and the contemplated business combination. Kismet shareholders will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about Kismet, Nexters and the contemplated business combination, without charge, at the SEC’s website located at www.sec.gov.

Kismet, Nexters and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Kismet’s shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the business combination are contained in the proxy statement/prospectus. You may obtain free copies of these documents as described in the preceding paragraph. This press release does not contain all the information that should be considered in the contemplated business combination. It is not intended to for many basis of any investment decision or any decision in respect to the contemplated business combination.

Forward Looking Statements. Certain statements in this press release may constitute “forward-looking statements” for purposes of the federal securities laws. Such statements are based on current expectations that are subject to risks and uncertainties. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

The forward-looking statements contained in this press release are based on Kismet’s and Nexters’ current expectations and beliefs concerning future developments and their potential effects on Kismet and Nexters. There can be no assurance that future developments affecting Kismet and Nexters will be those that Kismet and Nexters have anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are beyond Kismet’s and Nexters’ control) or other assumptions. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the registration statement on Form F-4 relating to the business combination, filed by Nexters and other documents filed by Nexters and Kismet from time to time with the SEC. Should one or more of these risks or uncertainties materialize, or should any of Kismet’s or Nexters’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Kismet and Nexters undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Nexters Global, the owner of blockbuster mobile game Hero Wars, to go public via merger with Kismet Acquisition One SPAC

  • Nexters is a top-5 independent game developer in Europe [1] that builds mobile, web and social games loved by millions of players globally. Its flagship product, Hero Wars RPG, was downloaded 36 million times in 2020 on iOS and Android alone, scoring a 4.5/5 average rating among users.
  • Nexters generated $318 million in Net Bookings and $120 million in Free Cash Flow to Equity in 2020; the expected continued growth of Hero Wars and new mobile game titles launching in 2021 are projected to drive Net Bookings to $562 million in 2023, after platform fees.
  • The Transaction values Nexters at an enterprise value of $1.9 billion, and is expected to deliver up to $150 million in additional cash to the Company to support its transformation into a leading consolidation platform in the European mobile gaming space.
  • Founders Andrey Fadeev and Boris Gertsovskiy & existing shareholders of Nexters – including Igor Bukhman and Dmitrii Bukhman of Playrix – will roll 92% of their holdings into the combined company and agree to a 12 month lock-up; Kismet Capital Group (via affiliate) will invest $50 million in additional capital to ensure alignment with founders, existing shareholders and public investors.
  • Kismet Acquisition One Corp. is the first SPAC formed by Ivan Tavrin, TMT entrepreneur and executive and the founder of Kismet Capital Group; Mr. Tavrin brings experience in M&A and public markets to this Transaction, and will serve on the Board of the combined Company as an Independent Director.

Limassol, Cyprus. February 1, 2021 – Nexters Global Limited ("Nexters" or the “Company”), a Cyprus-based mobile & social game developer and publisher, and Kismet Acquisition One Corp. (“Kismet”) (Nasdaq: KSMTU), a special purpose acquisition company (SPAC) led by Founder and Chief Executive Officer Ivan Tavrin, have entered into a definitive business combination agreement (the “Transaction”) that will result in Nexters becoming a publicly-listed company on the Nasdaq Global Select Market under a new GDEV ticker. The Transaction is expected to close in the second quarter of 2021.

Company overview

Nexters was founded as an independent gaming studio in 2010 by Andrey Fadeev and Boris Gertsovskiy, the early pioneers of social and mobile game development in Russia. Based in Cyprus since 2017, Nexters has rapidly grown into a top-5 independent European game developer by net bookings.

The Company’s flagship product is its blockbuster Hero Wars mid-core RPG franchise, played in over 100 countries and available across all key platforms. Hero Wars has delivered 8.5x MAU growth to 5.4 million users and 4x paying users growth in the last two years. The Company is planning to launch three new titles in 2021 in casual genres, leveraging its proven expertise in mobile gaming and digital marketing to engage new audiences and expand its footprint across key global markets. The Company views APAC as a significant expansion opportunity, given Nexters’ expertise in RPG games and the popularity of the genre in Asia.

Nexters has delivered best-in-class profitability and growth, scaling its net bookings 10x in two years to $318 million in 2020, while staying well-diversified across key gaming markets. As of 2020, 35% of Company’s net bookings came from the United States, 23% [2] from Europe, and 19% [3] from Asia. The growth is expected to continue throughout 2021-23, with 2023 Net Bookings projected to reach $562 million and Management EBITDA [4] expected to come in at $138 million for 2021 and increase to $201 million by 2023.

Video gaming is a global and high growth form of entertainment, with total market size estimated at $175 billion today, exceeding the global music and video streaming markets combined. Mobile gaming accounts for 49% of the total gaming market and has grown by 26% in 2020. The growth in mobile gaming is expected to continue strongly at a CAGR of 9.9%, taking its total projected size to c. $114 billion in 2023.

Nexters aims to become the leading consolidator in the gaming space in Russian speaking countries, Eastern Europe and beyond, capitalizing on the significant opportunity in the market while deploying its proven value creation playbook to support the companies it acquires. The Company will benefit from its unique connections to game developers throughout the region, the M&A expertise of Kismet, and its strategic partnership with the founders of Playrix, the second largest mobile game developer in the world by revenue [6] , who became shareholders in Nexters in 2018.

Following the closing of the Transaction, Nexters’ Co-Founder and CEO Andrey Fadeev and Co-Founder and Head of R&D Boris Gertsovskiy will continue to lead the Company, supported by a seasoned management team.

Management comments

Andrey Fadeev, Co-Founder and CEO of Nexters, commented:"Nexters is one of the fastest growing mobile gaming companies in the world, propelled by a mission to produce games that transform the user experience, bring joy to players across the globe, and have the potential to become “forever franchises”. In our flagship franchise, Hero Wars, players come not just to play and win, but also to spend time with other players, effectively making it a social network wrapped around the game. We are thrilled to make our debut as a public company, which will take us further on our quest to become a globally recognized market player. We are incredibly excited about the future of gaming and thrilled to have experienced partners such as Kismet Capital Group by our side."

Ivan Tavrin, Chairman and CEO of Kismet Acquisition One Corp, commented:“The gaming industry is in the midst of a dramatic transformation and has seen exponential growth in recent years, which only accelerated as more people turned to gaming amid the pandemic. Nexters’ founders and management have not only introduced one of the most popular games in the mobile gaming market, but also showed impressive growth in revenue and profitability from Day One. Gaming is a truly global market, and taking this amazing company public positions it to become a consolidation platform for other gaming franchises and studios all around the world.”

Transaction overview

On February 1, 2021, Kismet Acquisition One Corp. (Nasdaq: KSMTU) entered into a definitive agreement to combine with Nexters through a combination of stock and cash financing. The business combination values Nexters at an enterprise value of $1.9 billion, representing 13.8x projected 2021 and 11.6x projected 2022 Management EBITDA.

The Transaction is expected to deliver up to $150 million in cash to the Company’s balance sheet before advisor fees and/or redemptions by Kismet Acquisition One Corp. current shareholders, with proceeds expected to be used for general working capital purposes and potential acquisitions. Existing shareholders of Nexters will receive a cash payment of up to $150 million pro-rata to their pre-money shareholdings, and will roll approximately 92% of their holdings into the combined company while agreeing to a 12 month lock-up (subject to certain exceptions). In addition, the founders and the management will receive 20.0 million Earn-Out shares over 3 years (with 50% of the Earn-Out released at $13.50 VWAP and 50% released at $17.00 VWAP), also subject to a 12 month lock-up. The Transaction will be funded by approximately $250 million held in trust by Kismet Acquisition One Corp., subject to any redemptions, as well as the additional $50 million investment by the SPAC Sponsor, Kismet Capital Group, via an affiliate.

The Boards of Directors of Kismet Acquisition One Corp. and Nexters shareholders, as well as its sole director, have approved the Transaction. Completion of the proposed transaction is subject to the approval of the stockholders of Kismet Acquisition One Corp. and Nexters and other customary closing conditions, including the receipt of certain regulatory approvals and minimum cash balance at closing. The Transaction is expected to close in the second quarter of 2021.

Advisors

Credit Suisse, BofA Securities and LionTree Advisors served as financial and capital markets advisors to Kismet Acquisition One Corp.

Investor presentation

Nexters and Kismet Acquisition One Corp.’s investor presentation and associated video will be made available at www.kismetcg.com and www.nexters.com .

The presentation will be filed with the U.S. Securities and Exchange Commission (the "SEC") as an exhibit to a Current Report on Form 8-K, and available on the SEC website at www.sec.gov .

About Nexters

Founded in 2010, Nexters is one of the largest and most seasoned European gaming unicorns with deep expertise in mobile game development and marketing. The Company is a developer and publisher of Hero Wars mid-core RPG franchise, currently available on mobile (iOS, Android) and PC (via web and Facebook) and is looking to launch three new titles in 2021.

About Kismet Acquisition One Corp

Kismet Acquisition One Corp. is a special purpose acquisition company led by Chairman and Chief Executive Officer Ivan Tavrin, formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar initial business combination with one or more businesses or entities.

Use of Non-IFRS Financial Measures

This press release includes certain financial measures that are not prepared in accordance with the International Financial Reporting Standards as promulgated by the International Standards Accounting Board (“IFRS”) and that may be different from non-IFRS financial measures used by other companies. These non-IFRS measures, and other measures that are calculated using these non-IFRS measures, are an addition, and not a substitute for or superior to measures of financial performance prepared in accordance with IFRS and should not be considered as an alternative to operating income, net income or any other performance measures derived in accordance with IFRS.

Nexters believes that these non-IFRS measures of financial results (including on a forward-looking basis) provide useful supplemental information to investors about Nexters. Nexters’s management uses forward looking non-IFRS measures to evaluate Nexters’s projected financial and operating performance. However, there are a number of limitations related to the use of these non-IFRS measures and their nearest IFRS equivalents. For example other companies may calculate non-IFRS measures differently, or may use other measures to calculate their financial performance, and therefore Nexters’s non-IFRS measures may not be directly comparable to similarly titled measures of other companies.

Additionally, to the extent that forward-looking non-IFRS financial measures are provided, they are presented on a non-IFRS basis without reconciliations of such forward-looking non-IFRS measures.

Nexters is in the process of completing its IFRS audit for 2018-20 overseen by the Public Company Accounting Oversight Board (PCAOB). Nexters’s reporting processes and the control environment may not yet be sufficient to prevent any material weaknesses.

Additional Information and Where to Find It

This press release relates to the Transaction. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the Transaction, the new parent company of the combined group established in the BVI ("Pubco") intends to file relevant materials with the SEC, including a registration statement on Form F-4, which will include a proxy statement/prospectus. Promptly after the registration statement is declared effective by the SEC, a proxy statement/prospectus will be mailed to all Kismet Acquisition One Corp. shareholders entitled to vote at the special meeting relating to the Transaction. Before making any voting decision, investors and shareholders of Kismet Acquisition One Corp. are urged to read these materials (including any amendments or supplements thereto) and any other relevant documents in connection with the Transaction that the parties to the Transaction will file with the SEC as such materials become available because they will contain important information about Kismet Acquisition One Corp., Nexters and the Transaction. The preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other relevant materials in connection with the Transaction (when they become available), and any other documents filed by the parties to the Transaction with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov) or by directing a request to: Kismet Acquisition One Corp., 9 Building B, Lesnaya Street Moscow, Russia 125196.

Participants in the Solicitation

Kismet Acquisition One Corp., Nexters and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Kismet Acquisition One Corp.’s shareholders in connection with the Transaction. A list of the names of such directors and executive officers and information regarding their interests in the Transaction will be contained in the proxy statement/prospectus when available. Kismet Acquisition One Corp.’s shareholders and other interested persons may obtain free copies of these documents as described in the preceding paragraph.

Forward-Looking Statements

This press release contains certain “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements with respect to (i) Nexters’s revenues, bookings, performance, strategies, prospects and other aspects of the businesses of Nexters or Kismet Acquisition One Corp., or the combined company after completion of the Transaction, (ii) trends in the gaming industry, (iii) Nexters’s target cohorts and user and the expected arrangement with them, (iv) Nexters’s projected growth opportunities, including relative to its competitors and (v) other statements regarding Kismet Acquisition One Corp.’s or Nexters’s expectations, hopes, beliefs, intentions or strategies regarding the future. Such statements are based on current expectations that are subject to risks and uncertainties. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on Kismet Acquisition One Corp.’s and Nexters’s current expectations and beliefs concerning future developments and their potential effects on Kismet Acquisition One Corp. and Nexters. There can be no assurance that future developments affecting Kismet Acquisition One Corp. and Nexters will be those that Kismet Acquisition One Corp. and Nexters have anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are beyond Kismet Acquisition One Corp.’s and Nexters’s control) or other assumptions. Many factors could cause actual results or performance to be materially different from those expressed or implied by the forward-looking statements in this press release, including (i) that the Transaction may not be completed in a timely manner or at all, which may adversely affect the price of Kismet Acquisition One Corp.’s securities, (ii) the risk that the Transaction may not be completed by Kismet Acquisition One Corp.’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Kismet Acquisition One Corp., (iii) the failure to satisfy the conditions to the consummation of the Transaction, including the approval of the business combination agreement by the shareholders of Kismet Acquisition One Corp. and the satisfaction of the minimum trust account amount following any redemptions by Kismet Acquisition One Corp.’s public shareholders, (iv) the lack of a third-party valuation in determining whether or not to pursue the Transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement, (vi) the effect of the announcement or pendency of the Transaction on Nexters’s business relationships, operating results, and business generally, (vii) risks that the Transaction disrupts Nexters’s business, operations and plans, (viii) the outcome of any legal proceedings that may be instituted against Nexters or against Kismet Acquisition One Corp. related to the business combination or the Transaction, (ix) the ability to maintain the listing of Kismet Acquisition One Corp.’s securities on a national securities exchange, (x) changes in the competitive and regulated industries in which Nexters operates, variations in operating performance across competitors, changes in laws and regulations (including data privacy, cybersecurity and tax laws and regulations) affecting Nexters’s business and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the Transaction, and identify and realize additional opportunities, (xii) the potential inability of Nexters to achieve its projected bookings growth and scale its platform, (xiii) the potential inability of Nexters to maintain its current revenue stream and its relationships with players and advertisers (xiv) the potential inability of Nexters to become a consolidator in the gaming industry, (xv) the enforceability of Nexters’s intellectual property and protection of its proprietary information, (xvi) the risk to Nexters’s business, operations and plans if internal processes and information technology systems are not properly maintained and risks associated with Nexters’s operational reliance on third parties, including third-party platforms and infrastructure, (xvii) the risk to Nexters’s business, operations and plans from cyber-attacks or other privacy or data security incidents, (xviii) the risk of downturns and a changing regulatory landscape in the highly competitive industry in which Nexters operates, (xix) the effect of global epidemics and contagious disease outbreaks, including COVID-19, and public perception thereof, and (xx) costs related to the Transaction and the failure to realize anticipated benefits of the Transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the final prospectus to Kismet Acquisition One Corp.’s registration statement on Form S-1 (File No. 333-239972), the final prospectus to Pubco’s registration statement on Form F-4 relating to the Transaction, which is expected to be filed as described above, and other documents filed or that may be filed by Kismet Acquisition One Corp. and Pubco from time to time with the SEC. Should one or more of these risks or uncertainties materialize, or should any of Kismet Acquisition One Corp.’s or Nexters’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Kismet Acquisition One Corp. and Nexters undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Non-Solicitation

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Kismet Acquisition One Corp., Pubco or Nexters, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended.

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