GDYN Grid Dynamics
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 2021
GRID DYNAMICS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction||(Commission||(I.R.S. Employer|
|of incorporation)||File Number)||Identification No.)|
5000 Executive Parkway, Suite 520
San Ramon, 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:|
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On May 15, 2021, Grid Dynamics Holdings, Inc., f/k/a ChaSerg Technology Acquisition Corp. (the “Company”) and Explorer Parent LLC, the holder (the “Holder”) of 291,500 of the Company’s outstanding private warrants (the “Private Warrants”) entered into a Warrant Exchange Agreement (the “Exchange Agreement”). Pursuant to the Exchange Agreement, the Holder agreed to exchange each of its Private Warrants for an aggregate of 102,320 shares of the Company’s common stock (the “Shares”).
This transaction is exempt from registration under Section 3(a)(9) of the Securities Act, as no commission or other remuneration will be paid or given directly or indirectly for such transaction.
A copy of the Exchange Agreement is filed with this report as Exhibit 10.1, and is hereby incorporated by reference herein. The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document.
Item 3.02. Unregistered Sales of Equity Securities.
The information required herein is incorporated by reference to Item 1.01 above.
Item 9.01. Financial Statements and Exhibits.
(a) Exhibits. The exhibit listed in the following Exhibit Index is filed as part of this current report.
|10.1||Warrant Exchange Agreement.|
|104||Cover Page Interactive Data File (formatted as Inline XBRL)|
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: May 17, 2021||GRID DYNAMICS HOLDINGS, INC.|
|By:||/s/ Anil Doradla|
|Title:||Chief Financial Officer|