Business Context and Reporting Period
Grid Dynamics Holdings, Inc. filed this Form 8-K on March 17, 2020, reporting an event dated March 13, 2020. The filing concerns a change in the company’s independent registered public accounting firm following the March 5, 2020 acquisition of Grid Dynamics International, Inc. by ChaSerg Technology Acquisition Corp., the company’s legal predecessor.
Financial Metrics and Liquidity
The filing does not provide current-period revenue, profit, cash flow, margins, debt, liquidity, or other operating or financial metrics.
Material Changes Versus the Prior Comparable Period
Effective March 13, 2020, the Audit Committee approved the replacement of WithumSmith+Brown, PC with Grant Thornton LLP as the company’s independent registered public accounting firm. Withum had served ChaSerg from its inception on May 21, 2018 through December 31, 2019 and through the subsequent interim period.
Grant Thornton previously served as the auditor of Grid Dynamics International, Inc., the privately held company acquired on March 5, 2020.
Guidance, Outlook, Risks, Contingencies, and Unusual Items
- Withum’s prior audit report for ChaSerg’s 2018 and 2019 financial statements was not adverse, qualified, or disclaimed. It included an explanatory paragraph expressing substantial doubt about ChaSerg’s ability to continue as a going concern if it did not complete a business combination by April 9, 2020.
- The filing states that there were no disagreements with Withum regarding accounting principles, financial statement disclosure, or audit scope and procedures.
- The filing states that no reportable events occurred during Withum’s engagement or the subsequent interim period before its dismissal.
- The company states that it did not consult Grant Thornton on accounting principles, audit opinions, disagreements, or reportable events before the engagement.
- Withum was asked to provide an SEC-required letter regarding the auditor change; that letter is filed as Exhibit 16.1.
Key Facts for Investor Verification
- Verify the effective date and rationale for the auditor transition from Withum to Grant Thornton.
- Review Exhibit 16.1 for Withum’s response to the company’s disclosures.
- Assess the significance of the prior going-concern explanatory paragraph in the context of the completed business combination.
- Confirm that no disagreements or reportable events were identified in the auditor-change disclosures.
- Review subsequent filings for Grant Thornton’s audit conclusions and any updated financial condition information.