8-K
Grid Dynamics Holdings, Inc. (GDYN)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2021
GRID
DYNAMICS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38685 | 83-0632724 |
|---|---|---|
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
5000Executive Parkway, Suite 520
SanRamon, CA 94583
(Address of principal executive offices)
Registrant’s telephone number, including area code: (650) 523-5000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| --- | --- | |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| --- | --- | |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b)<br> of the Act: | |
| --- | --- | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| --- | --- | --- |
| Common<br> Stock, par value $0.0001 per share | GDYN | The<br> NASDAQ Stock Market LLC |
| Redeemable<br> warrants, exercisable for shares of common stock at an exercise price of $11.50 per share | GDYNW | The<br> NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item8.01. Other Events.
On July 28, 2021, Grid Dynamics Holdings, Inc. (the “Company”) issued a press release announcing the redemption of all of its outstanding Public Warrants (as defined in the Warrant Agreement), to purchase shares of the Company’s common stock that were issued under the Warrant Agreement, dated as of October 4, 2018, by and between the Company’s predecessor company, ChaSerg Technology Acquisition Corp. (“ChaSerg”), and Continental Stock Transfer & Trust Company, as warrant agent, as part of the units sold in ChaSerg’s initial public offering. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
A copy of the Notice of Redemption delivered by the Company is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
None of this Current Report on Form 8-K, the press release attached hereto as Exhibit 99.1 or the Notice of Redemption attached hereto as Exhibit 99.2 shall constitute an offer to sell or the solicitation of an offer to buy any of the Company’s securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press release, dated July 28, 2021. |
| 99.2 | Notice of Redemption, dated July 28, 2021. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated:<br> July 28, 2021 | GRID DYNAMICS HOLDINGS, INC. | |
|---|---|---|
| By: | /s/<br> Anil Doradla | |
| Name: | Anil<br> Doradla | |
| Title: | Chief<br> Financial Officer |
2
Exhibit 99.1
Grid Dynamics Announces Redemptionof Public Warrants
| ● | Action will eliminate all outstanding public<br>warrants. Additionally, the company has no private warrants outstanding and today’s action will streamline the company’s capital<br>structure. |
|---|---|
| ● | The cash redemption of Public Warrants is expected<br>to yield gross proceeds of up to $31.9 million to Grid Dynamics. |
| --- | --- |
| ● | Holders of outstanding Public Warrants will have<br>until 5:00 p.m., New York City time, on August 30, 2021, to exercise their Public Warrants. Any Public Warrants that remain unexercised<br>past the deadline will be void and no longer exercisable. |
| --- | --- |
July 28, 2021 – SAN RAMON, California — Grid Dynamics Holdings, Inc. (Nasdaq: GDYN; GDYNW) (“Grid Dynamics”), a leader in enterprise-level digital transformation, today announced that holders of its 2,773,141 outstanding public warrants (the “Public Warrants”) to purchase shares of its common stock, $0.0001 par value per share (the “Common Stock”) will have until 5:00 p.m., New York City time, on August 30, 2021 (the “Redemption Date”) to exercise their Public Warrants. The Public Warrants are exercisable for an aggregate of 2,773,141 shares of Common Stock at a price of $11.50 per share, representing a total of approximately $31.9 million in potential proceeds to Grid Dynamics.
Pursuant to the terms of the agreements governing the rights of the holders of the Public Warrants, Grid Dynamics is entitled to redeem all of the outstanding Public Warrants for a redemption price of $0.01 per Public Warrant (the “Redemption Price”) if the last sales price of the Common Stock is at least $18.00 per share on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which a notice of redemption is given. This share price performance target has been met. Any Public Warrants that remain unexercised immediately after 5:00 p.m., New York City time, on August 30, 2021 will be void and no longer exercisable, and the holders of those Public Warrants will be entitled to receive $0.01 per Public Warrant.
Holders of Public Warrants in “street name” should immediately contact their broker to determine their broker’s procedure for exercising their Public Warrants since the process to exercise is voluntary. Brokers will likely have an earlier deadline for beneficial holders to exercise their Public Warrants than the deadline for registered holders set forth above. If a holder of a Public Warrant does not wish for itsPublic Warrant to be redeemed, it must exercise such Public Warrant before 5:00 p.m. New York City time on the Redemption Date.
The Public Warrants were issued under the Warrant Agreement, dated as of October 4, 2018 (the “Warrant Agreement”), by and between Grid Dynamics’ predecessor company, ChaSerg Technology Acquisition Corp., and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”).
As a result of the redemption, the Public Warrants will cease to be traded on the Nasdaq effective August 30, 2021.
Grid Dynamics also announced that none of its “Private Placement Warrants” or “Working Capital Warrants” remained outstanding.
None of Grid Dynamics, its board of directors or employees has made or is making any representation or recommendation to any holder of the Public Warrants as to whether to exercise or refrain from exercising any Public Warrants.
The shares of Common Stock underlying the Public Warrants have been registered by Grid Dynamics under the Securities Act of 1933, as amended, and are covered by a registration statement filed with, and declared effective by, the Securities and Exchange Commission (Registration No. 333-238202).
Questions concerning redemption and exercise of the Public Warrants can be directed to Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004, Attention: Compliance Department, telephone number (212) 509-4000.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any offer of any of Grid Dynamics’s securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Grid Dynamics Holdings,Inc.
Grid Dynamics (Nasdaq: GDYN) is a digital-native technology services provider that accelerates growth and bolsters competitive advantage for Fortune 1000 companies. Grid Dynamics provides digital transformation consulting and implementation services in omnichannel customer experience, big data analytics, search, artificial intelligence, cloud migration, and application modernization. Grid Dynamics achieves high speed-to-market, quality, and efficiency by using technology accelerators, an agile delivery culture, and its pool of global engineering talent. Founded in 2006, Grid Dynamics is headquartered in Silicon Valley with offices across the US, UK, Netherlands, Mexico, Central, and Eastern Europe. To learn more about Grid Dynamics, please visit www.griddynamics.com.
Forward Looking Statements
This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are not historical facts, and involve risks and uncertainties that could cause actual results of Grid Dynamics to differ materially from those expected and projected. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include, without limitation, statements regarding the redemption of the Public Warrants and the expected proceeds from the exercise of the Public Warrants.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Grid Dynamics’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to, potential exercises of the Public Warrants and other risks and uncertainties indicated in Grid Dynamics filings with the SEC.
Grid Dynamics cautions that the foregoing list of factors is not exclusive. Grid Dynamics cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Grid Dynamics does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. Further information about factors that could materially affect Grid Dynamics, including its results of operations and financial condition, is set forth under the “Risk Factors” section of the Company’s quarterly report on Form 10-Q filed May 6, 2021 and in other periodic filings Grid Dynamics makes with the SEC.
Contact****Information
Grid Dynamics Investor Relations:
investorrelations@griddynamics.com
Exhibit 99.2
July 28, 2021
NOTICE OF REDEMPTION OF PUBLICWARRANTS (CUSIP 39813G117)
Dear Public Warrant Holder,
Grid Dynamics Holdings, Inc. (the “Company”) hereby gives notice that it is redeeming, at 5:00 p.m. New York City time on August 30, 2021 (the “Redemption Date”), all of the Company’s outstanding public warrants (the “Public Warrants”) to purchase shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) for a redemption price of $0.01 per Public Warrant (the “Redemption Price”), that were issued under the Warrant Agreement, dated as of October 4, 2018 (the “Warrant Agreement”), by and between the Company’s predecessor company, ChaSerg Technology Acquisition Corp. (“ChaSerg”), and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), as part of the units sold in ChaSerg’s initial public offering. Each Public Warrant entitles the holder thereof to purchase one share of Common Stock for a purchase price of $11.50 per share, subject to adjustment. Any Public Warrants that remain unexercised at 5:00 p.m. New York City time on the Redemption Date will be void and no longer exercisable and their holders will have no rights with respect to those Public Warrants, except to receive the Redemption Price or as otherwise described in this notice for holders who hold their Public Warrants in “street name.”
The Public Warrants are listed on the Nasdaq Capital Market under the symbol “GDYNW” and the Common Stock is listed on the Nasdaq Capital Market under the symbol “GDYN.” On July 27, 2021, the last reported sale price of the Public Warrants was $7.40, and the last reported sale price of the Common Stock was $18.81. We expect that the Nasdaq Capital Market will suspend trading in the Public Warrants prior to the opening of trading on the Redemption Date and that the last day of trading will be the immediately preceding trading day, which is expected to be August 27, 2021.
TERMS OF REDEMPTION; CESSATIONOF RIGHTS
The rights of the PublicWarrant holders to exercise their Public Warrants will terminate immediately prior to 5:00 p.m. New York City time on the Redemption Date. At 5:00 p.m. New York City time on the Redemption Date and thereafter, the Public Warrants will no longer be exercisable, and the holders of unexercised Public Warrants will have no rights with respect to those warrants, except to receive the Redemption Price or as otherwise described in this notice for holders who hold their Public Warrants in “street name.” We encourage you to consult with your broker, financial advisor and/or tax advisor to consider whether or not to exercise your Public Warrants. Note that the act ofexercising is VOLUNTARY, meaning holders must instruct their broker to submit the Public Warrants for exercise.
The Company is exercising this right to redeem the Public Warrants pursuant to Section 6 of the Warrant Agreement. Pursuant to Section 6.1 of the Warrant Agreement, the Company has the right to redeem all of the outstanding Public Warrants if the last sales price of the Common Stock has been at least $18.00 per share on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which a notice of redemption is given. The last sales price of the Common Stock has been at least $18.00 per share on each of 20 trading days within the 30-day trading period ending on July 23, 2021 (which is the third trading day prior to the date of this redemption notice).
EXERCISE PROCEDURE
**Public Warrant holders haveuntil 5:00 p.m. New York City time on the Redemption Date to exercise their Public Warrants to purchase shares of Common Stock. PublicWarrants may only be exercised for cash.**Each Public Warrant entitles the holder thereof to purchase one share of Common Stock at a cash price of $11.50 per Public Warrant exercised (the “Exercise Price”).
Payment of the exercise funds may be made by wire transfer of immediately available funds. Wire instructions will be provided to the Depository Trust Company and will otherwise be provided upon request.
Those who hold their PublicWarrants in “street name” should immediately contact their broker to determine their broker’s procedure for exercisingtheir Public Warrants since the process to exercise is VOLUNTARY.
Persons who are holders of record of their Public Warrants may exercise their Public Warrants by sending:
| 1. | The Warrant Certificate; |
|---|---|
| 2. | A fully and properly completed “Election to Purchase” (a form of which is attached hereto<br>as Annex A), duly executed and indicating, among of things, the number of Public Warrants being exercised; and |
| --- | --- |
| 3. | The exercise funds via wire transfer, |
| --- | --- |
to:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attention: Compliance Department
Telephone: (212) 509-4000
The method of delivery of the Public Warrants is at the option and risk of the holder, but if mail is used, registered mail properly insured is suggested.
**The Warrant Certificate,the fully and properly completed Election to Purchase and the exercise funds must be received by Continental Stock Transfer & TrustCompany prior to 5:00 p.m. New York City time on the Redemption Date.**Subject to the following paragraph, any failure to deliver a fully and properly completed Election to Purchase together with the related Warrant Certificate and exercise funds before such time will result in such holder’s Public Warrants being redeemed at the Redemption Price of $0.01 per Public Warrant and not exercised.
For holders of Public Warrants who hold their Public Warrants in “street name,” provided that the Exercise Price for the Public Warrants being exercised and a Notice of Guaranteed Delivery and the exercise funds are received by the Warrant Agent prior to 5:00 p.m. New York City time on the Redemption Date, broker-dealers shall have two business days from the Redemption Date of 5:00 p.m. New York City time on August 30, 2021, to deliver the Public Warrants to the Warrant Agent. Any such Public Warrant received without an Election to Purchase and a Notice of Guaranteed Delivery having been duly executed and fully and properly completed or the exercise funds being submitted will be deemed to have been delivered for redemption at the Redemption Price of $0.01 per Public Warrant, and not for exercise.
PROSPECTUS
A prospectus covering the shares of Common Stock issuable upon the exercise of the Warrants (and the supplements thereto) is included in a registration statement filed with, and declared effective by, the Securities and Exchange Commission (Registration No. 333-238202) (the “SEC”). The SEC also maintains an Internet website that contains a copy of this prospectus. The address of this site is www.sec.gov. Alternatively, to obtain a copy of the prospectus (and the supplements thereto), please visit our investor relations website at https://ir.griddynamics.com/.
REDEMPTION PROCEDURE
Payment of the Redemption Price will be made by the Company upon presentation and surrender of a Public Warrant for payment after 5:00 p.m. New York City time on the Redemption Date. Those who hold their shares in “street name” should contact their broker to determine their broker’s procedure for redeeming their Public Warrants.
*********************************
Any questions you may have about redemption and exercising your Public Warrants may be directed to the Warrant Agent at its address and telephone number set forth above.
| Sincerely, |
|---|
| GRID DYNAMICS HOLDINGS, INC. |
| /s/ Anil Doradla |
| Anil Doradla |
| Chief Financial Officer and Secretary |
ANNEX A
GRID DYNAMICS HOLDINGS, INC.
Election to Purchase
(To Be Executed Upon Exercise of Warrant)
The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive __________ shares of Common Stock and herewith tenders payment for such shares of Common Stock, $0.0001 par value per share (the “Common Stock”) to the order of Grid Dynamics Holdings, Inc. (the “Company”) in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the name of __________, whose address is ____________________ and that such shares of Common Stock be delivered to __________ whose address is ____________________.
| (Date) |
|---|
| (Signature) |
| (Address) |
| (Tax Identification Number) |
Signature Guaranteed:
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE)) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.