Grid Dynamics International, Inc. signed a letter of intent to acquire ChaSerg Technology Acquisition Corp. (NasdaqCM:CTAC) in a reverse merger transaction on May 27, 2019. Grid Dynamics International, Inc. entered into a definitive merger agreement to acquire ChaSerg Technology Acquisition Corp. (NasdaqCM:CTAC) in a reverse merger transaction on November 13, 2019. Under the terms of the proposed transaction, the business combination will be effected through a merger pursuant to which Grid Dynamics will be acquired by a subsidiary of ChaSerg and become a publicly traded entity under the name “Grid Dynamics Holdings, Inc.”. Assuming no redemptions by the public stockholders of ChaSerg, the balance of the approximately $224 million in cash held in ChaSerg's trust account will be used to pay the existing Grid Dynamics shareholders cash consideration of $130 million. The remainder of the consideration payable to the existing Grid Dynamics shareholders will consist of approximately 25.5 million shares of ChaSerg common stock. And the share consideration is also subject to adjustment for earnings before income taxes, depreciation and amortization (“EBITDA”) performance targets, whereby the Share Consideration is reduced by $1.5 million for every $0.1 million by which Grid Dynamics' total EBITDA in the 2019 fiscal year, as estimated by Grid Dynamics, is below $23.8 million. The post-closing adjustment of the share consideration is capped at 0.86 million shares of ChaSerg class A common stock which will be placed in escrow at closing. In addition, Grid Dynamics is expected to add approximately $80 million of cash at close, net of transaction expenses and fees, which may be used for acquisitions or other strategic priorities. Upon completion of the combination, Grid Dynamics will become a Nasdaq-listed public company and ChaSerg Technology will be merged with and into Grid Dynamics, with Grid Dynamics surviving the merger on the terms. Immediately upon consummation of the transaction, the resulting issuer will be named “Grid Dynamics Holdings, Inc.”. Following the completion of the business combination, the combined company will continue to be led by Leonard Livschitz, Chief Executive Officer of Grid Dynamics. In addition, Lloyd Carney and Eric Benhamou will join Grid Dynamics' Board of Directors. Following the completion of the transaction, the management of the resulting issuer will be Leonard Livschitz, Chief Executive Officer, Director; Anil Doradla, Chief Financial Officer; Victoria Livschitz, Executive Vice President of Customer Success; Max Martynov, Chief Technology Officer; Yury Gryzlov, Senior Vice President of Operations; Vadim Kozyrkov, Senior Vice President of Engineering; Stan Klimoff, Vice President of Corporate Development. Other executive management and significant employees includes Rahul Bindlish, Vice President of Sales; Ratmir Panov, Vice President of Delivery Management; Barbara Salazar, Vice President of Finance; Vasily Sizov, Vice President of Account Management; Sergey Taraday, Vice President of European Operations; Igor Yagovoy, Vice President of Engineering Management; Eugene Steinberg, Technical Fellow, Principal Architect; Ilya Katsov, Head of Practice: Industrial AI and Igor Kapustin as Account Director. Following the completion of the deal, the Board of Directors will include Yueou Wang, Weihang Wang, Lloyd Carney, Eric Benhamou, Shuo Zhang and Marina Levinson.

Completion of the transaction is subject to the approval by the stockholders of ChaSerg, Grid Dynamics, Automated Systems Holdings Limited, parent of Grid Dynamics, and Beijing Teamsun Technology Co. Ltd., receipt of requisite government and securities exchange approvals, including approval related to the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and approval from the HKEX, ChaSerg having at least $5 million in net tangible assets in the trust account, total cash and cash equivalents of ChaSerg being at least 70% of the trust account balance as of the date of signing of the agreement, no more than 10% of the shares of Grid Dynamics, as of immediately prior to the effective time, having exercised (or be entitled to exercise) statutory appraisal rights under Section 1300 of the California General Corporation Law, the execution by certain key executives and key employees of employment agreements of relating to post-closing employment, Grid Dynamics having no less than $20 million in cash on hand and cash equivalents on closing; and certain other conditions. The transaction has been approved by the Boards of Directors of both Grid Dynamics and ChaSerg. ChaSerg has established the Independent Board Committee comprising all the Independent Non-Executive Directors to advise the independent shareholders on the merger. The shareholders of Beijing Teamsun Technology Co.,Ltd. approved the transaction on November 30, 2019. The Special General Meeting of Automated Systems Holdings Limited, parent company of Grid Dynamics International, Inc., will be held on January 22, 2020 for passing the resolution regarding the merger. As of January 22, 2020, the requisite number of shareholders of Automated Systems Holdings voted in favor of the transaction. As of January 24, 2020, all shareholders of Grid Dynamics executed an action by written consent of the shareholders approving transaction. ChaSerg has established the Independent Board Committee comprising all the Independent Non-Executive Directors to advise the independent shareholders on the merger. The shareholders of ChaSerg approved the deal on March 4, 2020. The transaction is expected to close in the first quarter of 2020. As of March 4, 2020, the deal is expected to be completed on March 5, 2020.

Cantor Fitzgerald, L.P. acted as financial advisor to ChaSerg Technology Acquisition. Joshua Dubofsky, Joshua N. Holian and Alan Mendelson of Latham & Watkins LLP and Ellenoff Grossman & Schole LLP acted as legal advisors to ChaSerg Technology Acquisition. William Blair & Company, L.L.C and Covington Associates LLC acted as financial advisor and Jim Jenson and Derek Liu of Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisors to Grid Dynamics International. Anthony Woo of Reed Smith Richards Butler, LLP and Gerard S. DiFiore of Reed Smith, LLP acted as legal advisors to Automated Systems Holdings Limited. BaoQiao Partners Capital Limited acted as financial advisor to Independent Board Committee of Automated Systems Holdings. BTIG, LLC acted as the fairness opinion provider to the Board of Directors of ChaSerg and will be paid a fee of $0.25 million. MacKenzie Partners acted as the proxy solicitor for ChaSerg and will be paid a fee of $0.012 million.

Grid Dynamics International, Inc. completed the acquisition of ChaSerg Technology Acquisition Corp. (NasdaqCM:CTAC) in a reverse merger transaction on March 5, 2020. The common stock and warrants of Grid Dynamics Holdings, Inc. are expected to begin trading on the Nasdaq Stock Market under the ticker symbol “GDYN” and “GDYNW” respectively, commencing March 6, 2020. Lloyd Carney will become Chairman of the combined company's Board of Directors. On March 4, 2020, the Business Combination was approved by the stockholders of ChaSerg at the Special Meeting. As of the open of trading on March 6, 2020, the common stock and warrants of Grid Dynamics Holdings, Inc., formerly those of ChasSerg, began trading on The Nasdaq Capital Market as “GDYN” and “GDYNW,” respectively.