GDEV Inc 2026年年度报告和过渡报告

Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of the period covered by the annualreport:18,150,489ordinary shares. If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of theSecurities Exchange Act of 1934.Yes☐No☒ Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934from their obligations under those Sections. Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements forthe past 90 days.Yes☒No☐ Table of Contents Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐Large accelerated filer☒Accelerated filer☐Non-accelerated filer☒Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not touse the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the ExchangeAct.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting StandardsCodification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting underSection 404(b) of the Sarbanes-Oxley Act(15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to Rule 10D-1(b) under the Exchange Act.☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: ☐U.S.GAAP☒International Financial Reporting Standards as issued by the International Accounting Standards Board☐OtherIf “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected tofollow.Item17☐Item18☐If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒Auditor Name: KPMG Somekh ChaikinAuditor Location: Tel Aviv, IsraelAuditor Firm ID: 1057 TABLE OF CONTENTS ABOUT THIS ANNUAL REPORTSELECTED DEFINITIONSPRESENTATION OF FINANCIAL INFORMATIONKEY PERFORMANCE METRICSINDUSTRY AND MARKET DATATRADEMARKSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPART IITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERSITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLEITEM 3.KEY INFORMATIONA.[Reserved]B.Capitalization and IndebtednessC.Reasons for the Offer and Use of ProceedsD.Risk FactorsITEM 4.INFORMATION ON THE COMPANYA.History and Development of the CompanyB.Business OverviewC.Organizational StructureD.Property, Plants and EquipmentITEM 4A.UNRESOLVED STAFF COMMENTSITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTSA.Operating ResultsB.Liquidity and Capital ResourcesC.Research and Development, Patents and Licenses, etc.D.Trend InformationE.Critical Accounting EstimatesITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESA.Directors and Senior ManagementB.CompensationC.Board PracticesD.EmployeesE.Share OwnershipF.Disclosure of a Registrant’s Action to Recover Erroneously Awarded CompensationITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSA.Major ShareholdersB.Related Party TransactionsC.Interests of Experts and CounselITEM 8.FINANCIAL INFORMATIONA.Consolidated Statements and Other Financial InformationB.Significant Chan