What changed in this filing

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Item 9A. Controls and Procedures

2022-03-03 compared with 2021-03-05 · 93 added, 167 removed, 55 unchanged (83% of the section changed)

CONTROLS AND PROCEDURES

Management's Report on Internal Control

Over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

previously disclosed a material weakness in our internal control over financial reporting that has been remediated in the twelve

months ended December 31, 2020.

A material weakness is defined as a deficiency, or a combination of deficiencies, in internal

control over financial reporting, such that there is a reasonable possibility that a material misstatement of Grid Dynamics’

financial statements will not be prevented or detected on a timely basis.

Subsequent to the original issuance of the private company

financial statements for the year ended December 31, 2018, we identified balances that were accounted for or presented incorrectly

GAAP relating to stock-based compensation, and the presentation of retention bonuses and depreciation on the consolidated

statement of income and comprehensive income.

The material weakness identified was a lack of sufficient resources with appropriate

depth and experience to interpret complex accounting guidance and prepare financial statements and related disclosures in accordance

Dynamics was not required to perform an evaluation of internal control over financial reporting as of December 31, 2019 in accordance

with the provisions of the Sarbanes-Oxley Act as it was then a private company.

Had such an evaluation been performed, additional

control deficiencies may have been identified by Grid Dynamics’ management, and those control deficiencies could have also

represented one or more material weaknesses.

have taken steps to enhance our internal control environment, including hiring a new Chief Financial Officer in December 2019,

hiring a Global Controller in May 2020, and hiring additional qualified accounting and financial reporting personnel.

Additionally,

our new enterprise resource planning system, which has been implemented in phases since January 2020, has enhanced our internal

controls over financial reporting.

Given a combination of increased personnel, greater automation with software systems, and implementation

of more detailed processes and procedures over the course of the year ended December 31, 2020, management considers this material

weakness to have been remediated as of December 31, 2020.

An evaluation was conducted under the supervision

and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer

(“CFO”), of the effectiveness of our internal control over financial reporting based on the Internal Control—Integrated

Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

In accordance with guidance

issued by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their final assessment of

internal control over financial reporting for the first fiscal year in which the acquisition occurred.

We have excluded Daxx Web

Industries B.V.

(“Daxx”) from our evaluation of the internal control over financial reporting.

Daxx constituted less

than 2% of total assets and 1% of total revenues for the year ended December 31, 2020.

Based on the results of this evaluation,

our management concluded that our internal control over financial reporting was effective at the end of fiscal 2020.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

An evaluation was conducted under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our internal control over financial reporting based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

In accordance with guidance issued by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred.

We have excluded Tacit Knowledge Inc.

(“Tacit”) from our evaluation of the internal control over financial reporting.

Tacit constituted 5.2% of total assets as of December 31, 2021 and 7.9% of total revenues for the year ended December 31, 2021.

Based on the results of this evaluation, our management concluded that our internal control over financial reporting was effective at the end of fiscal 2021.

Evaluation of Disclosure Controls and Procedures

evaluation was conducted under the supervision and with the participation of management, including our CEO and CFO, of the effectiveness

of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and Exchange Act Rules 15d-15(e)) as of

December 31, 2020.

Based on that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective

as of such date.

Control Over Financial Reporting

Our management, including the CEO and CFO,

confirmed there were no changes in our internal control over financial reporting during the three months ended December 31, 2020

that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except

for the improvements discussed above.

Limitations on Effectiveness of Controls

management, including our CEO and CFO, do not expect that our disclosure controls or our internal control over financial reporting

will prevent all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable,

not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect

the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control

issues and instances of fraud, if any, have been detected.

These inherent limitations include the realities that judgments in

decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can

be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and

there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures

may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may

occur and not be detected.

An evaluation was conducted under the supervision and with the participation of management, including our CEO and CFO, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and Exchange Act Rules 15d-15(e)) as of December 31, 2021.

Based on that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of such date.

Internal Control Over Financial Reporting

Our management, including the CEO and CFO, confirmed there were no changes in our internal control over financial reporting during the three months ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our CEO and CFO, do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

information called for by this item will be set forth in our Proxy Statement for the Annual Meeting of Stockholders to be filed

with the SEC within 120 days of the fiscal year ended December 31, 2020 and is incorporated herein by reference.

board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors,

including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.

The full text

of our code conduct is posted on the investor relations page on our website which is located at https://ir.griddynamics.com.

will post any amendments to our code of conduct, or waivers of its requirements, on our website.

The information called for by this item will be set forth in our Proxy Statement for the Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021 and is incorporated herein by reference.

Our board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.

The full text of our code conduct is posted on the investor relations page on our website which is located at https://ir.griddynamics.com.

We will post any amendments to our code of conduct, or waivers of its requirements, on our website.

EXECUTIVE COMPENSATION

information called for by this item will be set forth in our Proxy Statement and is incorporated herein by reference.

The information called for by this item will be set forth in our Proxy Statement and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference.

The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

information, if any, required by this item will be set forth in our Proxy Statement and is incorporated herein by reference.

The information, if any, required by this item will be set forth in our Proxy Statement and is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference.

The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed

as part of, or incorporated by reference into, this Annual Report on Form 10-K:

(a) The following documents are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K:

Financial Statements:

See Item 8 of this Annual Report on Form 10-K.

Financial Statement

All schedules are omitted because they are not required, are not applicable or the information is included in the consolidated

financial statements or notes thereto.

(b) The following exhibits are filed as

part of, or incorporated by reference into, this Annual Report on Form 10-K:

Financial Statement Schedules:

All schedules are omitted because they are not required, are not applicable or the information is included in the consolidated financial statements or notes thereto.

(b) The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K:

Incorporated by Reference

Exhibit Number

Agreement and Plan of Merger, dated as of November 13, 2019, by and among ChaSerg Technology Acquisition Corp., Grid Dynamics International, Inc., CS Merger Sub 1 Inc., CS Merger Sub 2 LLC, and Automated Systems Holdings Limited, solely in its capacity as representative of the Securityholders.

November 13, 2019

Exhibit Number Description Form File No.

Exhibit Filing Date

3.1 Amended and Restated Certificate of Incorporation of the Registrant.

March 9, 2020

8-K 001-38685 3.1 March 9, 2020

3.2 Amended and Restated Bylaws of the Registrant.

8-K 001-38685 3.1 May 6, 2020

4.1 Specimen Common Stock Certificate of the Registrant.

March 9, 2020

Specimen Warrant Certificate of the Registrant.

March 9, 2020

Warrant Agreement, dated October 4, 2018, between ChaSerg Technology Acquisition Corp.

and Continental Stock Transfer & Trust Company, as warrant agent.

October 4, 2018

Description of Capital Stock of the Registrant

8-K 001-38685 4.1 March 9, 2020

4.2* Description of Securitie s.

10.1+ Grid Dynamics International, Inc.

2018 Stock Plan and Forms of Agreement.

10-Q 001-38685 10.16 May 11, 2020

10.2+ Grid Dynamics Holdings, Inc.

2020 Equity Incentive Plan.

10-Q 001-38685 10.1 May 11, 2020

10.3+ Grid Dynamics Holdings, Inc.

2020 Equity Incentive Plan - Form of Stock Option Agreement.

March 9, 2020

8-K 001-38685 10.2 March 9, 2020

10.4+ Grid Dynamics Holdings, Inc.

2020 Equity Incentive Plan - Form of Restricted Stock Unit Agreement.

March 9, 2020

8-K 001-38685 10.3 March 9, 2020

10.5+ Grid Dynamics Holdings, Inc.

2020 Equity Incentive Plan - Form of Restricted Stock Agreement.

March 9, 2020

8-K 001-38685 10.4 March 9, 2020

10.6+ Grid Dynamics Holdings, Inc.

2020 Equity Incentive Plan - Form of Performance Share Award Agreement.

March 9, 2020

8-K 001-38685 10.5 March 9, 2020

10.7+ Form of Director and Officer Indemnification Agreement.

March 9, 2020

8-K 001-38685 10.6 March 9, 2020

10.8+ Outside Director Compensation Policy.

March 9, 2020

8-K 001-38685 10.7 March 9, 2020

10.9+ Employment Agreement between the Registrant and Leonard Livschitz.

March 9, 2020

8-K 001-38685 10.8 March 9, 2020

10.10+ Employment Agreement between the Registrant and Anil Doradla.

March 9, 2020

8-K 001-38685 10.9 March 9, 2020

10.11+ Employment Agreement between the Registrant and Victoria Livschitz.

March 9, 2020

Employment Agreement between the Registrant and Max Martynov.

March 9, 2020

8-K 001-38685 10.10 March 9, 2020

10.12+ Employment Agreement between the Registrant and Yury Gryzlov.

March 9, 2020

Employment Agreement between the Registrant and Vadim Kozyrkov.

March 9, 2020

8-K 001-38685 10.12 March 9, 2020

10.13*+ Employment Agreement between the Registrant and Stan Klimoff.

March 9, 2020

8-K 001-38685 10.14 March 9, 2020

10.14*+ Form of Tax Indemnification Agreement of the Registrant.

March 9, 2020

Form of Salary Reduction Acknowledgment.

Form of Lock-Up Agreement.

November 13, 2019

Amended and Restated Side Letter dated January 26, 2020 between Chaserg Technology Acquisition Corp., ChaSerg Technology Sponsor LLC and Cantor Fitzgerald & Co.

January 27, 2020

8-K 001-38685 10.15 March 9, 2020

10.15 Amended and Restated Registration Rights Agreement, dated as of March 5, 2020, by and among the Company and certain security holders.

10-Q 001-38685 10.17 May 11, 2020

10.16 Waiver of Amended and Restated Registration Rights Agreement, dated as of April 17, 2020, by and among the Company and certain security holders.

S-1 333-238202 10.21 May 12, 2020

10.17 Stockholders’ Agreement, dated as of November 13, 2019, by and among the Company and certain security holders.

10-Q 001-38685 10.18 May 11, 2020

10.18*+ Consulting Agreement, dated as of June 15, 2021, between the Registrant and Livschitz Family Enterprises, LLC , as amended.

16.1 Letter from WithumSmith+Brown, PC regarding Change in Independent Registered Public Accounting Firm dated March 17, 2020.

March 17, 2020

List of subsidiaries of the Registrant

8-K 001-38685 16.1 March 17, 2020

21.1* List of subsidiaries of the Registran t .

23.1* Consent of Independent Registered Public Accounting Firm (Grant Thornton LLP).

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

101.INS XBRL Instance Document.

101.SCH XBRL Taxonomy Extension Schema Document.

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB XBRL Taxonomy Extension Label Linkbase Document.

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

a management contract or compensatory plan or arrangement

certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K

are not deemed filed with the Securities and Exchange Commission and are not to be incorporated

by reference into any filing of the Registrant under the Securities Act of 1933, as amended,

or the Securities Exchange Act of 1934, as amended, whether made before or after the

date of this Annual Report on Form 10-K, irrespective of any general incorporation language

contained in such filing.

__________________________

* Filed Herewith

+ Indicates a management contract or compensatory plan or arrangement

† The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

FORM 10-K SUMMARY

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

thereunto duly authorized.

DYNAMICS HOLDINGS, INC.

March 5, 2021

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 thereunto duly authorized.

GRID DYNAMICS HOLDINGS, INC.

March 3, 2022 By:

/s/ Leonard Livschitz

Leonard Livschitz

2 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that

each person whose signature appears below constitutes and appoints Leonard Livschitz and Anil Doradla, and each one of them, as

their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name,

place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the

same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting

unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing

requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person,

hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes,

may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities

Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the

dates indicated.

Leonard Livschitz

Chief Executive

Officer and Director

Leonard Livschitz

( Principal Executive Officer )

Chief Financial

( Principal Financial and Accounting Officer )

Chairman of the Board and Director

March 5, 2021

Eric Benhamou

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Leonard Livschitz and Anil Doradla, and each one of them, as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Leonard Livschitz Chief Executive Officer and Director March 3, 2022

Leonard Livschitz ( Principal Executive Officer )

/s/ Anil Doradla Chief Financial Officer March 3, 2022

Anil Doradla ( Principal Financial and Accounting Officer )

/s/ Lloyd Carney Chairman of the Board and Director March 3, 2022

/s/ Eric Benhamou Director March 3, 2022

Eric Benhamou

Marina Levinson

/s/ Marina Levinson Director March 3, 2022

Marina Levinson

Michael Southworth

/s/ Michael Southworth Director March 3, 2022

Michael Southworth

Director March 3, 2022

/s/ Yueou Wang Director March 3, 2022

/s/ Shuo Zhang Director March 3, 2022

/s/ Patrick Nicolet Director March 3, 2022

Patrick Nicolet

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures