Item 1.01 Entry into a Material Definitive Agreement.
On January 26, 2020, ChaSerg Technology Acquisition Corp. ("ChaSerg") entered
into an amended and restated side letter ("A&R Side Letter") with each of
ChaSerg Technology Sponsor LLC (the "Sponsor") and Cantor Fitzgerald & Co.
("Cantor") which amended and restated in its entirety the side letter (the
"Original Letter"), dated November 13, 2019, between ChaSerg and Sponsor. The
Original Letter was previously disclosed in and filed as an exhibit to ChaSerg's
Current Report on Form 8-K filed on November 13, 2019 with the U.S. Securities
and Exchange Commission. Pursuant to the A&R Side Letter and effective upon the
closing (the "Closing") of the proposed the business combination (the "Business
Combination") between ChaSerg and Grid Dynamics, Inc. ("Grid Dynamics"), the
Sponsor agreed to refrain from selling, transferring or otherwise disposing of
1,090,000 shares of its common stock in ChaSerg (such portion, the "Sponsor
Earnout Shares"), rather than 1,200,000 pursuant to the Original Letter, until
certain release events have been realized. Also pursuant to the A&R Side Letter
and effective upon the Closing, Cantor agreed to refrain from selling,
transferring or otherwise disposing of up to 110,000 shares of its common stock
in ChaSerg (such portion, the "Cantor Earnout Shares" and together with the
Sponsor Earnout Shares, the "Earnout Shares") until certain release events have
been realized. Under the terms of the A&R Side Letter, each of the Sponsor and
Cantor will be able to sell or transfer one-third of its respective Earnout
Shares upon ChaSerg's common stock reaching a price of $12.00 per share, an
additional one-third of its respective Earnout Shares upon the stock price
reaching a price of $13.50 per share and the final one-third of its respective
Earnout Shares upon the stock price reaching a price of $15.00 per share, in
each case where such price targets were achieved for a minimum of 20 days out of
a 30-day trading period during the applicable earn out period.
The foregoing description of the A&R Side Letter does not purport to be complete
and is qualified in its entirety by reference to the complete text of the A&R
Side Letter, a copy of which is filed hereto as Exhibit 10.1.
Important Information About the Business Combination and Where to Find It
In connection with the Business Combination, ChaSerg has filed a preliminary
proxy statement with the SEC. ChaSerg will mail a definitive proxy statement and
other relevant documents to its stockholders. ChaSerg's stockholders and other
interested persons are advised to read the preliminary proxy statement and any
amendments thereto and, when available, the definitive proxy statement and
documents incorporated by reference therein filed in connection with the
Business Combination, as these materials will contain important information
about Grid Dynamics, ChaSerg and the Business Combination. When available, the
definitive proxy statement and other relevant materials for the Business
Combination will be mailed to stockholders of ChaSerg as of a record date to be
established for voting on the Business Combination. INVESTORS ARE URGED TO READ
THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY AND THE TRANSACTION. Stockholders will also be
able to obtain copies of the preliminary proxy statement, the definitive proxy
statement and other documents filed with the SEC that will be incorporated by
reference therein, without charge, once available, at the SEC's website at
www.sec.gov, or by directing a request to: ChaSerg Technology Acquisition Corp.,
7660 Fay Avenue, Suite H, Unit 339, La Jolla, CA 92037, Attention: Secretary,
(619) 736-6855.
Participants in the Solicitation
ChaSerg and its directors and executive officers may be deemed participants in
the solicitation of proxies from ChaSerg's stockholders with respect to the
Business Combination. A list of the names of those directors and executive
officers and a description of their interests in ChaSerg is contained in
ChaSerg's annual report on Form 10-K for the fiscal year ended December 31,
2018, which was filed with the SEC on March 20, 2019 and is available free of
charge at the SEC's website at www.sec.gov, or by directing a request to ChaSerg
Technology Acquisition Corp., 7660 Fay Avenue, Suite H, Unit 339, La Jolla, CA
92037, Attention: Secretary, (619) 736-6855. Additional information regarding
the interests of such participants will be contained in the proxy statement for
the Business Combination when available.
Grid Dynamics International, Inc. and its directors and executive officers may
also be deemed to be participants in the solicitation of proxies from the
stockholders of ChaSerg in connection with the Business Combination. A list of
the names of such directors and executive officers and information regarding
their interests in the Business Combination will be included in the proxy
statement for the Business Combination when available.
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Forward-Looking Statements
This Current Report on Form 8-K "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 ChaSerg and 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 concerning: ChaSerg's and Grid Dynamics's expectations
with respect to future performance, market size and anticipated financial
impacts of the Business Combination; the satisfaction of the closing conditions
to the Business Combination; and the timing of the completion of the Business
Combination.
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 ChaSerg's and Grid Dynamics's control
and are difficult to predict. Factors that may cause such differences include,
but are not limited to: (i) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger Agreement or
could otherwise cause the Business Combination to fail to close; (ii) the
outcome of any legal proceedings that may be instituted against ChaSerg and Grid
Dynamics following the execution of the Merger Agreement and the Business
Combination; (iii) any inability to complete the Business Combination, including
due to failure to obtain approval of the stockholders of ChaSerg or other
conditions to closing in the Merger Agreement; (iv) the receipt of an
unsolicited offer from another party for an alternative business transaction
that could interfere with the Business Combination; (v) the inability to
maintain the listing of the shares of common stock of the post-acquisition
company on The Nasdaq Stock Market following the Business Combination; (vi) the
risk that the Business Combination disrupts current plans and operations as a
result of the announcement and consummation of the Business Combination; (vii)
the ability to recognize the anticipated benefits of the Business Combination,
which may be affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably and retain its key
employees; (viii) costs related to the Business Combination; (ix) changes in
applicable laws or regulations; (x) the possibility that Grid Dynamics or the
combined company may be adversely affected by other economic, business, and/or
competitive factors; and (xi) other risks and uncertainties indicated in the
proxy statement, including those under the section entitled "Risk Factors", and
in ChaSerg's other filings with the SEC.
ChaSerg cautions that the foregoing list of factors is not exclusive. ChaSerg
cautions readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. ChaSerg 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 ChaSerg, including its results of operations and financial condition, is
set forth under "Risk Factors" in Part I, Item 1A of ChaSerg's Annual Report on
Form 10-K for the fiscal year ended December 31, 2018 and in Part II, Item 1A of
ChaSerg's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31,
2019, June 30, 2019 and September 30, 2019.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Amended and Restated Side Letter dated January 26, 2020 between
Chaserg Technology Acquisition Corp., ChaSerg Technology Sponsor LLC
and Cantor Fitzgerald & Co.
104.1 Cover page interactive data file (embedded within the Inline XBRL
document).
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