Current Report Filing (8-k)
February 19 2021 - 4:01PM
Edgar (US Regulatory)
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2021-02-17
2021-02-17
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2021-02-17
2021-02-17
0001743725
GDYN:RedeemableWarrantsExercisableForSharesOfCommonStockAtExercisePriceOf11.50PerShareMember
2021-02-17
2021-02-17
iso4217:USD
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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):
February 17, 2021
GRID DYNAMICS HOLDINGS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-38685
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83-0632724
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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5000 Executive Parkway, Suite 520
San Ramon, CA 94583
(Address of principal executive offices)
Registrant’s telephone number, including
area code: (619) 736-6855
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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GDYN
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The NASDAQ Stock Market LLC
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Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share
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GDYNW
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The NASDAQ Stock Market LLC
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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 February 17, 2021, Grid Dynamics Holdings,
Inc., f/k/a ChaSerg Technology Acquisition Corp. (the “Company”) and Riverview Group LLC, an affiliate of Millennium
Management LLC (“Holder”), a holder of 6,383,269 the Company’s outstanding publicly traded warrants (the “Public
Warrants”) entered into a Warrant Exchange Agreement (the “Exchange Agreement”). The Public Warrants were previously
issued pursuant to the Company’s public offering registered under the Securities Act of 1933, as amended (the “Securities
Act”), pursuant to a prospectus dated October 4, 2018. Pursuant to the Exchange Agreement, the Holder agreed to exchange
each of its Public Warrants for 0.3480 shares of the Company’s common stock, i.e., 2,221,378 shares (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 soliciting such transactions.
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.
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: February 19, 2021
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GRID DYNAMICS HOLDINGS, INC.
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By:
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/s/ Anil Doradla
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Name:
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Anil Doradla
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Title:
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Chief Financial Officer
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