- Action will eliminate all outstanding public warrants.
Additionally, the company has no private warrants outstanding and
today’s action will streamline the company’s capital
structure.
- The cash redemption of Public Warrants is expected to yield
gross proceeds of up to $31.9 million to Grid Dynamics.
- Holders of outstanding Public Warrants will have until 5:00
p.m., New York City time, on August 30, 2021, to exercise their
Public Warrants. Any Public Warrants that remain unexercised past
the deadline will be void and no longer exercisable.
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 its Public 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20210728005327/en/
Grid Dynamics Investor Relations:
investorrelations@griddynamics.com
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