8-K
filed October 31, 2024, 7:59 PM ET
CIK 0001830029
M&A
confidence high
sentiment neutral
materiality 1.00
GRIID Infrastructure Inc.: M&A transaction — CleanSpark completes acquisition of GRIID Infrastructure; GRDI to be delisted from Nasdaq
GRIID Infrastructure Inc.
- Merger closed Oct 30; GRDI shareholders receive 0.0696 CLSK shares per share.
- Stockholder vote Oct 28: 60.3M FOR, 63.6K AGAINST, 323 abstain.
- All directors and officers resigned; GRDI becomes wholly owned CleanSpark subsidiary.
- GRDI common stock & public warrants delisted from Nasdaq; Form 25 to be filed.
- Outstanding GRIID warrants converted into CleanSpark warrants on same terms.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sundar Subramaniam resigned as Director at GRIID Infrastructure Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
• Sundar Subramaniam;
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alexander Fraser was terminated as General Counsel and Secretary at GRIID Infrastructure Inc..
- Action
- terminated
- Role
- General Counsel and Secretary
Exact text from the filing
• Alexander Fraser, General Counsel and Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dwaine Alleyne was terminated as Chief Technology Officer at GRIID Infrastructure Inc..
- Action
- terminated
- Role
- Chief Technology Officer
Exact text from the filing
• Dwaine Alleyne, Chief Technology Officer;
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James D. Kelly III was terminated as Chief Executive Officer at GRIID Infrastructure Inc..
- Action
- terminated
- Role
- Chief Executive Officer
Exact text from the filing
Additionally, each of the following officers of the Company and its subsidiaries were terminated as of the Effective Time: • James D. Kelly III, Chief Executive Officer;
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David L. Shrier resigned as Director at GRIID Infrastructure Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
• David L. Shrier
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James D. Kelly III resigned as Director at GRIID Infrastructure Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the following directors of the Company resigned as a member of the Company’s board of directors and any committees thereof as of the Effective Time: • James D. Kelly III;
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas J. Zaccagnino resigned as Director at GRIID Infrastructure Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
• Thomas J. Zaccagnino.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Neal Simmons resigned as Director at GRIID Infrastructure Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
• Neal Simmons
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Cristina Dolan resigned as Director at GRIID Infrastructure Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
• Cristina Dolan
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sharmila Kassam resigned as Director at GRIID Infrastructure Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
• Sharmila Kassam
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael W. Hamilton was terminated as Chief Research Officer at GRIID Infrastructure Inc..
- Action
- terminated
- Role
- Chief Research Officer
Exact text from the filing
• Michael W. Hamilton, Chief Research Officer;
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Allan J. Wallander was terminated as Chief Financial Officer and Secretary at GRIID Infrastructure Inc..
- Action
- terminated
- Role
- Chief Financial Officer and Secretary
Exact text from the filing
• Allan J. Wallander, Chief Financial Officer and Secretary;
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gerard F. King II was terminated as Chief Operating Officer at GRIID Infrastructure Inc..
- Action
- terminated
- Role
- Chief Operating Officer
Exact text from the filing
• Gerard F. King II, Chief Operating Officer
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GRIID Infrastructure Inc.: Amended and restated the certificate of incorporation as part of merger.
- Change
- charter amendment
Exact text from the filing
the Second Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated to be the certificate of incorporation attached as Exhibit 3.1 to this Current Report on Form 8-K
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GRIID Infrastructure Inc.: Adopted bylaws of the merger subsidiary as the company's new bylaws.
- Change
- bylaw amendment
Exact text from the filing
the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, became the Bylaws of the Company and is attached as Exhibit 3.2 to this Current Report on Form 8-K
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
GRIID Infrastructure Inc. underwent a change of control involving CleanSpark, Inc. (closed 2024-10-30).
- Action
- change of control
- Counterparty
- CleanSpark, Inc.
- Closing
- 2024-10-30
Exact text from the filing
On October 30, 2024 (the “Closing Date”), CleanSpark, Inc., a Nevada corporation (“CleanSpark”) , completed the previously announced acquisition of GRIID Infrastructure Inc. , a Delaware corporation (the “Company”), pursuant to the Agreement and Plan of Merger, dated as of June 26, 2024
View on SEC.gov
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