Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
SCHEDULE 13D
CUSIP No. 39813G109
1.
|
|
Names of Reporting Persons.
GDD International Holding Company
|
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions).
(a)
¨ (b) ¨
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
¨
|
6.
|
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
19,490,295
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
19,490,295
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
19,490,295
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
¨
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
35.3%(1)
|
14.
|
|
Type of Reporting Person (See Instructions)
CO
|
|
(1)
|
Percentage
calculated based on a total of 55,147,536 shares of common stock outstanding.
|
CUSIP No. 39813G109
1.
|
|
Names of Reporting Persons.
GDB International Investment Limited
|
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions).
(a)
¨ (b) ¨
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
¨
|
6.
|
|
Citizenship or Place of Organization
British Virgin Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
19,490,295
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
19,490,295
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
19,490,295
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
¨
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
35.3%(1)
|
14.
|
|
Type of Reporting Person (See Instructions)
CO
|
|
(1)
|
Percentage
calculated based on a total of 55,147,536 shares of common stock outstanding.
|
CUSIP No. 39813G109
1.
|
|
Names of Reporting Persons.
Automated Systems Holdings Limited
|
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions).
(a)
¨ (b) ¨
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
¨
|
6.
|
|
Citizenship or Place of Organization
Bermuda
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
19,490,295
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
19,490,295
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
19,490,295
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
¨
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
35.3%(1)
|
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
|
(1)
|
Percentage
calculated based on a total of 55,147,536 shares of common stock outstanding.
|
CUSIP No. 39813G109
1.
|
|
Names of Reporting Persons.
Teamsun Technology (HK) Limited
|
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions).
(a)
¨ (b) ¨
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
¨
|
6.
|
|
Citizenship or Place of Organization
Hong Kong
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
19,490,295
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
19,490,295
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
19,490,295
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
¨
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
35.3%(1)
|
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
|
(1)
|
Percentage
calculated based on a total of 55,147,536 shares of common stock outstanding.
|
CUSIP
No. 39813G109
1.
|
|
Names of Reporting Persons.
Beijing Teamsun Technology Co., Ltd.
|
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions).
(a)
¨ (b) ¨
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See Instructions)
OO
|
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
¨
|
6.
|
|
Citizenship or Place of Organization
People’s Republic of China
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
19,490,295
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
19,490,295
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
19,490,295
|
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
¨
|
13.
|
|
Percent of Class Represented by Amount in Row (11)
35.3%(1)
|
14.
|
|
Type of Reporting Person (See Instructions)
CO
|
|
(1)
|
Percentage
calculated based on a total of 55,147,536 shares of common stock outstanding.
|
Item 1.
|
Security and Issuer.
|
This
Schedule relates to the shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of
Grid Dynamics Holdings, Inc., f/k/a ChaSerg Technology Acquisition Corp. (the “Issuer”). The principal executive offices
of the Issuer are located at 5000 Executive Parkway, Suite 520, San Ramon, CA 94583.
The
Issuer’s Common Stock is listed on the Nasdaq Capital Market under the symbol “GDYN.”
Item 2.
|
Identity and Background.
|
(a)
(f) This Schedule is being jointly filed pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), by the persons listed below. Information relating to the directors, executive
officers, partners and members of the Reporting Persons is set forth on Schedule A attached hereto, which is incorporated
herein by reference.
|
1)
|
GDD International Holding Company, a Delaware corporation (“GDD”);
|
|
|
|
|
2)
|
GDB International Investment Limited, a British Virgin Islands corporation (“GDB”);
|
|
|
|
|
3)
|
Automated Systems Holdings Limited, a Bermuda limited liability company (“ASH”);
|
|
|
|
|
4)
|
Teamsun Technology (HK) Limited, a Hong Kong limited liability company (“TTL”);
|
|
|
|
|
5)
|
Beijing Teamsun Technology Co., Ltd., a Chinese corporation (“BTT” and, together with GDD, GDB, ASH and TTL, the “Reporting Persons”);
|
(b) The address of the principal business and principal office of each of the Reporting
Persons is listed below. Information relating to the directors, executive officers, partners and members of the Reporting Persons
is set forth on Schedule A attached hereto, which is incorporated herein by reference.
|
1)
|
GDD — 15/F., Topsail Plaza, 11 On Sum Street, Shatin, Hong Kong, China
|
|
|
|
|
2)
|
GDB — 15/F., Topsail Plaza, 11 On Sum Street, Shatin, Hong Kong, China
|
|
|
|
|
3)
|
ASH — 15/F., Topsail Plaza, 11 On Sum Street, Shatin, Hong Kong, China
|
|
|
|
|
4)
|
TTL — Unit 907, 9th Floor, Tai Yau Building, 181 Johnston Road, Wanchai, Hong Kong
|
|
|
|
|
5)
|
BTT — Room 501, 5/F., No. 23 Building, 10 East Block XiBeiWang East Road, HaiDian District, Beijing, China
|
(c) The principal
business of GDD, GBD and ASH is investment holding. The principal business of TTL is trading and the principal business of BTT
is IT product service, application software development and value-added distribution and system integration.
Information relating to the directors, executive officers,
partners and members of the Reporting Persons is set forth on Schedule A attached hereto, which is incorporated herein
by reference.
(d) None of the Reporting Persons and, to the best of their knowledge, the persons
listed on Schedule A hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors)
(e) None of the Reporting Persons and, to the best of their knowledge, the persons listed
on Schedule A hereto, has, during the last five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction, and as a result of such proceeding was or is subject to any judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
The information set forth in or
incorporated by reference into Items 4 and 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this
Item 3.
Item 4.
|
Purpose of Transaction.
|
Pursuant to the terms
of that certain Agreement and Plan of Merger, dated as of November 13, 2019, by and among Serg Technology Acquisition Corp.
(“ChaSerg”), CS Merger Sub 1, Inc., a wholly owned subsidiary of ChaSerg (“Merger Sub 1”), CS Merger
Sub 2, LLC, a wholly owned subsidiary of ChaSerg (“Merger Sub 2”), Grid Dynamics International, Inc. (“Grid
Dynamics International”) and ASL, solely in its capacity as representative of the securityholders of the Issuer immediately
prior to the consummation of the business combination (as it may be amended from time to time, the “Merger Agreement”),
GDD tendered 11,574,564 shares of common stock of Grid Dynamics International in exchange for 19,490,295 shares of Common Stock
of the Issuer.
Except as described herein, neither the Reporting Persons
nor any of the persons set forth on Schedule A have any present plans or proposals that relate to or would result in any
of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons reserve
the right to formulate in the future plans or proposals which may relate to or result in the transactions described in subparagraphs
(a) through (j) of this Item 4.
The Reporting Persons
and the persons set forth on Schedule A may, from time to time, purchase additional securities of the Issuer either in
the open market or in privately-negotiated transactions, depending upon the Reporting Persons’ evaluation of the Issuer’s
business, prospects and financial condition, the market for such securities, other opportunities available to the Reporting Persons,
general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting
Persons may also decide to hold or dispose of all or part of their investments in securities of the Issuer and/or enter into derivative
transactions with institutional counterparties with respect to the Issuer’s securities.
Item 5.
|
Interest in Securities of the Issuer.
|
(a) As
of the date of this Schedule 13D, the Reporting Persons beneficially own an aggregate of 19,490,295 shares of Common Stock, or
35.3% of the Issuer’s outstanding shares of Common Stock. The beneficial ownership percentages used in this Schedule are
calculated based on a total of 55,147,536 shares of Common Stock outstanding as of March 9, 2020, as provided by the Issuer.
Information relating to the directors, executive
officers, partners and members of the Reporting Persons is set forth on Schedule A attached hereto, which is incorporated
herein by reference.
(b) The
Reporting Persons are deemed to share voting and dispositive power with respect to all 19,490,295 shares of Common Stock beneficially
owned by the Reporting Persons.
Information relating to the directors, executive
officers, partners and members of the Reporting Persons is set forth on Schedule A attached hereto, which is incorporated
herein by reference.
(c) Except
as described in Items 3 and 4 of this Schedule, which descriptions are incorporated herein by reference, none of the Reporting
Persons and, to the knowledge of the Reporting Persons, none of the persons named on Schedule A has effected any transactions
in the Common Stock during the past 60 days.
(d) Except
as disclosed in Item 2, no person is known to the Reporting Persons to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, any securities covered by this Schedule.
(e) Not
Applicable.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.
|
Pursuant to Rule 13d-i(k) promulgated
under the Exchange Act, the Reporting Persons have entered into an agreement attached hereto as Exhibit 1, with respect
to the joint filing of this Schedule 13D and any amendment or amendments hereto.
GDD,
GDB and ASL are parties to a Stockholders’ Agreement, dated November 13, 2019 (the “Stockholders’ Agreement”),
with the ChaSerg Technology Sponsor LLC (“Sponsor”), Benhamou Global Ventures, Leonard Livschitz and Victoria
Livschitz (together with any individuals or entities that are signatories to such agreement or thereafter become party to the
agreement, the “Voting Parties”), pursuant to which, among other things, the Voting Parties agreed (i) to take all
necessary action to cause the board of directors of the Issuer to be comprised of eight directors effective immediately following
the closing of the merger, (ii) to grant each of ASL and Sponsor rights to designate two directors for election to the board of
directors of the Issuer (and the Voting Parties agreed to vote in favor of such designees), (iii) to designate the Chief Executive
Officer of the Issuer for election to the board of directors of the Issuer, and (iv) to designate three unaffiliated designates
for election to the board of directors of the Issuer.
The
summary of the Stockholders’ Agreement is qualified in its entirety by reference to the Stockholders’ Agreement,
a copy of which is attached hereto as Exhibit 2.
Except
as described herein (or on Schedule A), there are no contracts, arrangements, undertakings or relationship (legal
or otherwise) among the persons named in Item 2 (including the persons named on Schedule A) above or between such persons
and any other person with respect to any securities of the Issuer.
Item 7.
|
Materials to be Filed as Exhibits.
|
Exhibit 1
|
|
Joint Filing Agreement dated March
17, 2020 by the Reporting Persons
|
|
|
|
Exhibit 2
|
|
Stockholders’ Agreement, dated November 13, 2019.
|
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date:
March 17, 2020
|
GDD INTERNATIONAL HOLDING COMPANY
|
|
|
|
|
|
|
|
By:
|
/s/ Wang Yueou
|
|
|
Name:
|
Wang Yueou
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
GDB INTERNATIONAL INVESTMENT LIMITED
|
|
|
|
|
|
|
|
By:
|
/s/ Wang Yueou
|
|
|
Name:
|
Wang Yueou
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
AUTOMATED SYSTEMS HOLDINGS LIMITED
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Wang Yueou
|
|
|
Name:
|
Wang Yueou
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
TEAMSUN TECHNOLOGY (HK) LIMITED
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Wang Weihang
|
|
|
Name:
|
Wang Weihang
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
BEIJING TEAMSUN TECHNOLOGY CO., LTD.
|
|
|
|
|
|
By:
|
/s/ Wang Weihang
|
|
|
Name:
|
Wang Weihang
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
Schedule
A
Directors and Executive Officers of
the Reporting Persons
GDD INTERNATIONAL HOLDING COMPANY
Name and Title(s)
|
Business Address
|
Present Principal
Occupation and
Employment
|
Citizenship/Place of
Organization
|
Number of
Shares of Issuer
Beneficially Owned
|
Wang Yueou
(Director)
|
15/F, Topsail Plaza, 11 On Sum Street, Shatin, Hong Kong
|
Director
|
Hong Kong
|
None
|
GDB INTERNATIONAL INVESTMENT LIMITED
Name and Title(s)
|
Business Address
|
Present Principal
Occupation and
Employment
|
Citizenship/Place of
Organization
|
Number of
Shares of Issuer
Beneficially Owned
|
Wang Yueou
(Director)
|
15/F, Topsail Plaza, 11 On Sum Street, Shatin, Hong Kong
|
Director
|
Hong Kong
|
None
|
AUTOMATED SYSTEMS HOLDINGS LIMITED
Name and Title(s)
|
Business Address
|
Present Principal
Occupation and
Employment
|
Citizenship
|
Number of
Shares of Issuer
Beneficially Owned
|
Wang Weihang (Chairman)
|
15/F, Topsail Plaza, 11 On Sum Street, Shatin, Hong Kong
|
Director
|
People's Republic of China
|
None
|
Wang Yueou (Chief Executive Officer)
|
15/F, Topsail Plaza, 11 On Sum Street, Shatin, Hong Kong
|
Director
|
Hong Kong
|
None
|
Li Wei (Non-Executive Director)
|
15/F, Topsail Plaza, 11 On Sum Street, Shatin, Hong Kong
|
Director
|
People's Republic of China
|
None
|
Cui Yong (Non-Executive Director)
|
15/F, Topsail Plaza, 11 On Sum Street, Shatin, Hong Kong
|
Director
|
People's Republic of China
|
None
|
Pan Xinrong (Independent Non-Executive Director)
|
15/F, Topsail Plaza, 11 On Sum Street, Shatin, Hong Kong
|
Director
|
People's Republic of China
|
None
|
Or Siu Ching Rerina (Independent Non-Executive Director)
|
15/F, Topsail Plaza, 11 On Sum Street, Shatin, Hong Kong
|
Director
|
Hong Kong
|
None
|
TEAMSUN TECHNOLOGY (HK) LIMITED
Name and Title(s)
|
Business Address
|
Present Principal
Occupation and
Employment
|
Citizenship/Place of
Organization
|
Number of
Shares of Issuer
Beneficially Owned
|
Wang Weihang
|
Teamsun Building, ZhongGuanCun Software Park II, Dongbeiwang West Road, Haidian Dist., Beijing, China
|
Director
|
People's Republic of China
|
None
|
BEIJING TEAMSUN TECHNOLOGY CO., LTD.
Name and Title(s)
|
Business Address
|
Present Principal
Occupation and
Employment
|
Citizenship/Place of
Organization
|
Number of
Shares of Issuer
Beneficially Owned
|
Wang Weihang
(Non-Independent Director and Chairman)
|
Teamsun Building, ZhongGuanCun Software Park II, Dongbeiwang West Road, Haidian Dist., Beijing, China
|
Director
|
People's Republic of China
|
None
|
Liu Xiao Tian (Independent Director)
|
Teamsun Building, ZhongGuanCun Software Park II, Dongbeiwang West Road, Haidian Dist., Beijing, China
|
Director
|
People's Republic of China
|
None
|
Zhaokang
(Non-Independent Director and President)
|
Teamsun Building, ZhongGuanCun Software Park II, Dongbeiwang West Road, Haidian Dist., Beijing, China
|
Director
|
People's Republic of China
|
None
|
Wang Bin
(Non-Independent Director)
|
Teamsun Building, ZhongGuanCun Software Park II, Dongbeiwang West Road, Haidian Dist., Beijing, China
|
Director
|
People's Republic of China
|
None
|
Weijing
(Non-Independent Director and Vice President)
|
Teamsun Building, ZhongGuanCun Software Park II, Dongbeiwang West Road, Haidian Dist., Beijing, China
|
Director
|
People's Republic of China
|
None
|
Cui Yong
(Non-Independent Director and Vice President)
|
Teamsun Building, ZhongGuanCun Software Park II, Dongbeiwang West Road, Haidian Dist., Beijing, China
|
Director
|
People's Republic of China
|
None
|
Zhao Jin Yan
(Independent Director)
|
Teamsun Building, ZhongGuanCun Software Park II, Dongbeiwang West Road, Haidian Dist., Beijing, China
|
Director
|
People's Republic of China
|
None
|
Lu Guang Lin
(Independent Director)
|
Teamsun Building, ZhongGuanCun Software Park II, Dongbeiwang West Road, Haidian Dist., Beijing, China
|
Director
|
People's Republic of China
|
None
|