Amendment: SEC Form SC 13D/A filed by Grid Dynamics Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 (Amendment No. 1)*

Grid Dynamics Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

39813G109

(CUSIP Number)

Wang Yueou
Director

GDD International Holding Company

15/F, Topsail Plaza

11 On Sum Street

Shatin

Hong Kong

(852) 2608 3603 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 6, 2021

(Date of Event which Requires Filing of this Statement) 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box. ☐

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 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

CUSIP No. 39813G109

CUSIP No. 39813G109

CUSIP No. 39813G109

CUSIP No. 39813G109

This Amendment No. 1 to statement on Schedule 13D (this “Amendment No. 1”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2020 (the “Original Schedule 13D”, and as amended and supplemented by this Amendment No. 1, the “Schedule 13D”), and is being filed on behalf of the Reporting Persons in respect of the Common Stock of the Issuer.

Except as amended and supplemented herein, the information set forth in the Original Schedule 13D remains unchanged. Capitalized terms used but not defined in this Amendment No. 1 have the respective meanings set forth in the Original Schedule 13D.

Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:

This Schedule 13D relates to the shares of common stock, par value $0.0001 per share (the “Common Stock”), of Grid Dynamics Holdings, Inc. (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 Stock Market LLC under the symbol “GDYN.”

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) 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 and executive officers of each Reporting Person, persons controlling such Reporting Person and the directors and executive officers of persons ultimately in control of such Reporting Person is set forth on Schedule A attached hereto, which is incorporated herein by reference.

(b) The address of principal office of each of the Reporting Persons is listed below. Information relating to the directors and executive officers of each Reporting Person, persons controlling such Reporting Person and the directors and executive officers of persons ultimately in control of such Reporting Person is set forth on Schedule A attached hereto, which is incorporated herein by reference.

(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 and executive officers of each Reporting Person, persons controlling such Reporting Person and the directors and executive officers of persons ultimately in control of such Reporting Person 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 4 of the Schedule 13D is hereby amended and supplemented as follows:

On June 30, 2021, pursuant to an underwritten public offering of the Common Stock (the “Offering”), the Issuer, the selling stockholders named in the Underwriting Agreement (as defined below) and the underwriters of the Offering (the “Underwriters”), entered into an Underwriting Agreement (the “Underwriting Agreement”). Pursuant to the Underwriting Agreement, GDD sold 4,800,000 shares of Common Stock to the Underwriters for $15.03 per share (before underwriting discounts). The Offering was closed on July 6, 2021.

On October 15, 2021, GDD received 112,275 shares of Common Stock pursuant to an “earn-out” provision in Section 2.19(e)(ii) of the Merger Agreement. The Merger Agreement provided that if, after preparing the “Closing Statement” required by the Merger Agreement, the “Post-Closing Adjustment” (which generally relates to cash accounts, working capital and indebtedness at the “Closing Date”) was a positive number, the Issuer would be required to issue that number of new shares of Common Stock equal to the Post-Closing Adjustment divided by the “Parent Stock Signing Price” (i.e. $10.19), and to deposit such shares with the “Exchange Agent” for distribution to the “Shareholders” in accordance with their “Shareholder Pro Rata Shares” (as each such term is defined in the Merger Agreement), for no additional consideration.

On September 12, 2024, GDD executed a block trade under Rule 144 under the Securities Act of 1933, as amended, pursuant to which an aggregate of 913,387 shares of Common Stock were sold for $12.80 per share.

The descriptions of the Underwriting Agreement and Merger Agreement are qualified in their entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 3, and the Merger Agreement, a copy of which is attached hereto as Exhibit 4.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) As of the date of this Schedule 13D, the Reporting Persons beneficially own an aggregate of 13,889,183 shares of Common Stock, or 18.1% of the Issuer’s outstanding shares of Common Stock. The beneficial ownership percentages used in this Schedule 13D are calculated based on a total of 76,667,007 shares of Common Stock outstanding as of July 26, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed on August 1, 2024.

Information relating to the directors and executive officers of each Reporting Person, persons controlling such Reporting Person and the directors and executive officers of persons ultimately in control of such Reporting Person 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 13,889,183 shares of Common Stock beneficially owned by the Reporting Persons.

Information relating to the directors and executive officers of each Reporting Person, persons controlling such Reporting Person and the directors and executive officers of persons ultimately in control of such Reporting Person 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 13D, 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 13D.

(e) Not Applicable.

Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:

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: September 16, 2024

Schedule A

Schedule A of the Schedule 13D is hereby amended and restated in its entirety as follows:

Directors and Executive Officers of each Reporting Person, Persons Controlling any Reporting Person and Directors and Executive Officers of Persons Ultimately in Control of any Reporting Person

GDD INTERNATIONAL HOLDING COMPANY

GDD International Holding Company is a wholly-owned subsidiary of GDB International Investment Limited.

GDB INTERNATIONAL INVESTMENT LIMITED

GDB International Investment Limited is a wholly-owned subsidiary of Automated Systems Holdings Limited.

AUTOMATED SYSTEMS HOLDINGS LIMITED

Automated Systems Holdings Limited is a subsidiary controlled by Teamsun Technology (HK) Limited.

TEAMSUN TECHNOLOGY (HK) LIMITED

Teamsun Technology (HK) Limited is a wholly-owned subsidiary of Beijing Teamsun Technology Co., Ltd.

BEIJING TEAMSUN TECHNOLOGY CO., LTD.

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