Nexters Inc. Form 424B3 Filed 2021-07-30

SECURITIES AND EXCHANGE COMMISSION FORM 424B3 Prospectus filed pursuant to Rule 424(b)(3) Filing Date: 2021-07-30 SEC Accession No. 0001104659-21-098229 (HTML Version on secdatabase.com) FILER Nexters Inc. Mailing Address Business Address RITTER HOUSE, WICKHAMS RITTER HOUSE, WICKHAMS CIK:1848739| IRS No.: 000000000 | State of Incorp.:D8 | Fiscal Year End: 1231 CAY II CAY II Type: 424B3 | Act: 33 | File No.: 333-257103 | Film No.: 211132450 PO BOX 31 PO BOX 31 SIC: 7371 Computer programming services ROAD TOWN, TORTOLA D8 ROAD TOWN, TORTOLA D8 VG1110 VG1110 35722580040 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-257103 PROSPECTUS KISMET ACQUISITION ONE CORP 850 Library Avenue, Suite 204 Newark, Delaware 19715 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF KISMET ACQUISITION ONE CORP To Be Held On August 18, 2021 TO THE SHAREHOLDERS OF KISMET ACQUISITION ONE CORP: NOTICE IS HEREBY GIVEN that a special meeting of shareholders of Kismet Acquisition One Corp, a business company incorporated under the laws of the British Virgin Islands (“Kismet”), will be held on August 18, 2021, at 10:00 a.m., Eastern time, at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, Virginia 22102, United States of America. You are cordially invited to attend the special meeting, which will be held for the following purposes: (1) The Business Combination Proposal: to consider and vote upon a proposal to approve and adopt the business combination described in this proxy statement/prospectus, which proposal shall include approval of each of (a) the merger pursuant to Section 170 of the BVI Business Companies Act, 2004 (as amended) of Kismet into Nexters Inc., a British Virgin Islands business company (“Pubco”) with Pubco surviving the merger and the security holders of Kismet (other than security holders of Kismet electing to redeem their Kismet ordinary shares) becoming security holders of Pubco (the “Merger”) pursuant to the terms of (i) the Business Combination Agreement, dated as of January 31, 2021, as amended on July 17, 2021 and as it may be further amended (the “Business Combination Agreement”), that Kismet has entered into with Pubco, Kismet Sponsor Limited, a British Virgin Islands business company (the “Sponsor”), solely in its capacity as Kismet’s representative, Nexters Global Ltd., a private limited liability company domiciled in Cyprus (the “Company”), Fantina Holdings Limited, a private limited liability company domiciled in Cyprus, solely in its capacity as the Company Shareholders representative, and the shareholders of the Company party thereto, and (ii) Section 170 of the BVI Business Companies Act, 2004 (as amended), (b) the Plan of Merger in respect of the Merger made in accordance with the provisions of section 170(5) of the BVI Business Companies Act, 2004 (as amended) and included as Annex B to this proxy statement/prospectus, (c) the acquisition by Pubco of all of the issued and outstanding share capital of the Company from the holders of the Company’s share capital for a combination of cash and Pubco ordinary shares, such that the Company will be a direct wholly owned subsidiary of Pubco (the “Share Acquisition”), and (d) the other transactions contemplated by the Business Combination Agreement (together with the Merger and Share Acquisition, the “Proposed Transactions”); and (2) The Adjournment Proposal: to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote (the “Adjournment Proposal”). These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of Kismet ordinary shares at the close of business on July 23, 2021 are entitled to notice of the special meeting and to vote at the special meeting and any adjournments or postponements of the special meeting. A complete list of our shareholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at our principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the special meeting. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS After careful consideration, our board of directors has determined that the Business Combination Proposal and the Adjournment Proposal are fair to and in the best interest of Kismet and its shareholders, and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal and “FOR” the Adjournment Proposal, if presented. When you consider the board of directors’ recommendation of these proposals, you should keep in mind that our directors and our officers have interests in the Proposed Transactions that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Proposed Transactions.” The Proposed Transactions contemplated by the Business Combination Agreement will be consummated only if a majority of the outstanding Kismet ordinary shares that are voted at the special meeting are voted in favor of the Business Combination Proposal. If the Business Combination Proposal is approved, the Adjournment Proposal will not be presented to shareholders for a vote. All Kismet shareholders are cordially invited to attend the special meeting in person. To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a shareholder of record of Kismet ordinary shares, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote in person, obtain a proxy from your broker or bank. Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC, at (800) 662-5200; banks and brokers may reach Morrow Sodali LLC at (203) 658-9400. On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Proposed Transactions. By Order of the Board of Directors, /s/ Ivan Tavrin Ivan Tavrin Chief Executive Officer July 30, 2021 IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE KISMET REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO KISMET’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANKS OR BROKERS TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING OF KISMET SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS. This proxy statement/prospectus is dated July 30, 2021 and is first being mailed to Kismet shareholders on or about that date. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS OF KISMET ACQUISITION ONE CORP PROSPECTUS FOR 31,870,000 ORDINARY SHARES AND 19,250,000 WARRANTS TO PURCHASE ORDINARY SHARES, IN EACH CASE, OF NEXTERS INC. The board of directors of Kismet Acquisition One Corp, which we refer to as “we,” “us,” “our” or “Kismet,” has unanimously approved and adopted the Business Combination Agreement, dated as of January 31, 2021, as amended on July 17, 2021 and as it may be further amended (the “Business Combination Agreement”), that Kismet has entered into with Nexters Inc., a British Virgin Islands business company (“Pubco”), Kismet Sponsor Limited, a British Virgin Islands business company (the “Sponsor”), solely in its capacity as Kismet’s representative, Nexters Global Ltd., a private limited liability company domiciled in Cyprus (the “Company”), Fantina Holdings Limited, a private limited

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