GDEV Inc. (NASDAQ: GDEV) delists its Nasdaq-traded warrants

Rhea-AI Filing Summary

GDEV Inc. (GDEV) had its warrants removed from listing and registration on the Nasdaq Stock Market LLC under Section 12(b) of the Securities Exchange Act of 1934. The action applies to the company’s warrant class of securities. Nasdaq states it complied with its own rules and SEC Rule 12d2‑2(b) to strike the warrants from listing and/or withdraw their registration. GDEV Inc. is noted as having complied with the Exchange’s rules and SEC Rule 12d2‑2(c) governing the voluntary withdrawal of this warrant class from listing and registration.

Filing Explained

The filing changes the warrants’ Nasdaq listing and Section 12(b) registration status, not a stated common-share transaction.

GDEV Inc.'s Form 25-NSE records removal of its warrants from Nasdaq listing and withdrawal of their registration under Section 12(b). The disclosed structural consequence is a change in the warrants' exchange-listed and registered status, rather than a reported transaction involving GDEV's common shares.

Form 25 is the notification used here for removal from listing and/or Section 12(b) registration. Nasdaq certifies that it complied with its exchange rules to strike the warrant class and withdraw its registration, while the filing also states that the issuer complied with the applicable exchange requirements for voluntary withdrawal.

Key Terms

Form 25, Section 12(b), warrant, voluntary withdrawal, +1 more

5 terms

Form 25 regulatory

"FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

Section 12(b) regulatory

"REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT"

Section 12(b) of the U.S. Securities Exchange Act requires securities listed on a national stock exchange to be registered with the U.S. Securities and Exchange Commission (SEC) and to follow regular public reporting and disclosure rules. For investors, a 12(b) listing generally means more routine financial updates, regulatory oversight and easier buying and selling—like a storefront that must display its inventory and prices, making it simpler to inspect and trade the product.

warrant financial

"Warrant (Description of class of securities)"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

voluntary withdrawal regulatory

"governing the voluntary withdrawal of the class of securities"

17 CFR 240.12d2-2 regulatory

"Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied"

A U.S. Securities and Exchange Commission rule that describes the conditions and procedural steps for a security to be removed from public registration or reporting under the Securities Exchange Act of 1934. For investors, it matters because it explains when a company’s shares can stop being subject to regular disclosure and exchange listing rules — similar to knowing when a publicly tracked product will be discontinued and no longer send updates, which affects transparency and liquidity.

FAQ

What does GDEV Inc. (GDEV) report in this Form 25 filing?

GDEV Inc. reports that its warrants are being removed from listing and registration on the Nasdaq Stock Market LLC under Section 12(b) of the Securities Exchange Act of 1934, following compliance with relevant Nasdaq and SEC rules.

Which GDEV Inc. security is affected by this Form 25?

The Form 25 covers GDEV Inc.’s warrant class of securities. It states that this warrant class is being struck from listing and its registration under Section 12(b) on Nasdaq is being withdrawn in accordance with SEC Rule 12d2‑2.

Is the delisting of GDEV (GDEV) warrants described as voluntary?

Yes. The filing cites SEC Rule 12d2‑2(c), stating that GDEV Inc. has complied with exchange rules and that provision, which governs the voluntary withdrawal of a class of securities from listing and registration on the exchange.

Which exchange was GDEV Inc.’s warrant listed on before this Form 25?

GDEV Inc.’s warrant was listed on the Nasdaq Stock Market LLC. The Form 25 serves as Nasdaq’s notification that the class of warrants is being removed from listing and registration under Section 12(b).

Who signed the Form 25 related to GDEV Inc.?

The notification was signed on behalf of Nasdaq Stock Market LLC by Tara Petta, identified with the title AVP, certifying that Nasdaq has reasonable grounds to believe it meets all requirements for filing Form 25.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/25/2026 - 04:25 PM Accepted by SEC EDGAR 08/25/2026 - 04:24 PM Learn about SEC filing dates

UNITED STATES

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 25

NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION
UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number

001-40758

Issuer:	GDEV Inc.
Exchange:	Nasdaq Stock Market LLC

(Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered)

Address:	55, Griva Digeni
	Limassol	CYPRUS	3101
Telephone number:					+35722580040

(Address, including zip code, and telephone number, including area code, of Issuer's principal executive offices)

Warrant

(Description of class of securities)

Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:

17 CFR 240.12d2-2(a)(1)

17 CFR 240.12d2-2(a)(2)

17 CFR 240.12d2-2(a)(3)

17 CFR 240.12d2-2(a)(4)

Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange. ¹

Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with its rules of the Exchange and the requirements of 17 CFR 240.12d-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.

Pursuant to the requirements fo the Securities Exchange Act of 1934, Nasdaq Stock Market LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.

2026-08-25	By	Tara Petta		AVP
Date		Name		Title

¹ Form 25 and attached Notice will be considered compliance with the provisions of 17 CFR 240.19d-1 as applicable. See General Instructions.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.