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): May 29, 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.) |
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 | ||
| Common Stock, par value $0.0001 per share | GDYN | The NASDAQ Stock Market LLC | ||
| Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share | GDYNW | The 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. ☐
Item 7.01. Regulation FD Disclosure.
On May 29, 2021, Grid Dynamics Holdings, Inc. (the “Company”) issued a press release regarding its acquisition of Tacit Knowledge, Inc. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Current Report on Form 8-K and the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing.
Item 8.01. Other Events.
On May 29, 2021, the Company announced that it had completed the acquisition of Tacit Knowledge, Inc., a United Kingdom-based software consultancy company specializing in digital commerce solutions and employing over 180 people across United Kingdom, United States, Mexico, and Moldova.
Item 9.01. Financial Statements and Exhibits.
(a) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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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: June 1, 2021 | GRID DYNAMICS HOLDINGS, INC. | |
| By: | /s/ Anil Doradla | |
| Name: | Anil Doradla | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
Grid Dynamics Acquires UK-Based Tacit Knowledge; Enhances digital commerce capabilities and expands delivery footprint across UK, US, Mexico and Moldova
May 29, 2021 11:59 PM Eastern Daylight Time
SAN RAMON, Calif.--(BUSINESS WIRE)--Grid Dynamics Holdings, Inc. (Nasdaq: GDYN) (“Grid Dynamics”), a leader in enterprise-level digital transformation, today announced it has acquired Tacit Knowledge, a Pitney Bowes (NYSE:PBI) owned company, and leading provider of end-to-end digital commerce solutions for global brands.
Founded in 2002, Tacit Knowledge is a global provider of digital commerce solutions, serving customers across the UK, North America, Continental Europe, and Asia. The company serves leading global brands across technology, CPG, financial, and retail markets with Visa, LVMH, and Shimano being among its top clients. As a part of the acquisition, the entire team of more than 180 employees across the UK, Mexico, Moldova, and the United States, including senior management, will join Grid Dynamics. The acquisition was financed using Grid Dynamics’ available cash reserves.
“We are pleased to welcome Tacit Knowledge to the Grid Dynamics family. Tacit Knowledge has consistently demonstrated values that are well aligned with those of Grid Dynamics. They excel at consulting for top global brands, differentiate through a focus on digital transformation, and consistently deliver the highest level of quality. Tacit Knowledge’s locations are highly complementary to those of Grid Dynamics, enabling us to expand our capabilities and service more customers from nearshore locations.” Leonard Livschitz, CEO, Grid Dynamics.
“We believe that Grid Dynamics is a terrific partner for Tacit Knowledge. They have the scale and reputation to deal with the Fortune 500 and even more importantly, Grid Dynamics has a comprehensive understanding of the digital commerce space. We are excited to become a part of the larger family and look forward to this new stage of growth.” James Bullock, GM, Tacit Knowledge.
About Tacit Knowledge
Tacit Knowledge is a global consultancy focused on digital commerce. Tacit have worked at the nexus of commerce and content since 2002, applying Silicon Valley innovation and know-how to global retailers and brands. For more information visit www.tacitknowledge.com.
About Grid Dynamics
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 and Western, 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 the actual results of Grid Dynamics to differ materially from those expected and projected. These forward-looking statements include, without limitation, statements about our products’ qualities and capabilities.
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’ control and are difficult to predict. Factors that may cause such differences include, but are not limited to, any factors creating issues with the quality and capabilities of our products 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 and 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 statements are based. Further information about factors that could materially affect Grid Dynamics, including the results of its 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.
Contacts
Grid
Dynamics Investor Relations:
investorrelations@griddynamics.com