--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-24-119248" form_type: "8-K" ticker: null cik: "0001830029" company_name: "GRIID Infrastructure Inc." filed_at: "2024-10-31T23:59:59+00:00" generated_at: "2026-05-30T07:38:19.715009+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # CleanSpark completes acquisition of GRIID Infrastructure; GRDI to be delisted from Nasdaq ## Summary - 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. ## SEC filing metadata - accession: 0000950170-24-119248 - form_type: 8-K - cik: 0001830029 - company_name: GRIID Infrastructure Inc. - filed_at: 2024-10-31T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1830029/000095017024119248/0000950170-24-119248-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1830029/000095017024119248/grdi-20241028.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-24-119248 - JSON: https://secwatch.observer/filing/0000950170-24-119248.json - Plain text: https://secwatch.observer/filing/0000950170-24-119248.txt ## Key facts - Executive change Sundar Subramaniam resigned as Director at GRIID Infrastructure Inc.. - Action: resigned - Role: Director source text: • Sundar Subramaniam; evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000095017024119248/0000950170-24-119248-index.htm - Executive change Alexander Fraser was terminated as General Counsel and Secretary at GRIID Infrastructure Inc.. - Action: terminated - Role: General Counsel and Secretary source text: • Alexander Fraser, General Counsel and Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000095017024119248/0000950170-24-119248-index.htm - Executive change Dwaine Alleyne was terminated as Chief Technology Officer at GRIID Infrastructure Inc.. - Action: terminated - Role: Chief Technology Officer source text: • Dwaine Alleyne, Chief Technology Officer; evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000095017024119248/0000950170-24-119248-index.htm - Executive change James D. Kelly III was terminated as Chief Executive Officer at GRIID Infrastructure Inc.. - Action: terminated - Role: Chief Executive Officer source text: 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; evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000095017024119248/0000950170-24-119248-index.htm - Executive change David L. Shrier resigned as Director at GRIID Infrastructure Inc.. - Action: resigned - Role: Director source text: • David L. Shrier evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000095017024119248/0000950170-24-119248-index.htm - Executive change James D. Kelly III resigned as Director at GRIID Infrastructure Inc.. - Action: resigned - Role: Director source text: 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; evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000095017024119248/0000950170-24-119248-index.htm - Executive change Thomas J. Zaccagnino resigned as Director at GRIID Infrastructure Inc.. - Action: resigned - Role: Director source text: • Thomas J. Zaccagnino. evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000095017024119248/0000950170-24-119248-index.htm - Executive change Neal Simmons resigned as Director at GRIID Infrastructure Inc.. - Action: resigned - Role: Director source text: • Neal Simmons evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000095017024119248/0000950170-24-119248-index.htm - Executive change Cristina Dolan resigned as Director at GRIID Infrastructure Inc.. - Action: resigned - Role: Director source text: • Cristina Dolan evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000095017024119248/0000950170-24-119248-index.htm - Executive change Sharmila Kassam resigned as Director at GRIID Infrastructure Inc.. - Action: resigned - Role: Director source text: • Sharmila Kassam evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000095017024119248/0000950170-24-119248-index.htm - Executive change Michael W. Hamilton was terminated as Chief Research Officer at GRIID Infrastructure Inc.. - Action: terminated - Role: Chief Research Officer source text: • Michael W. Hamilton, Chief Research Officer; evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000095017024119248/0000950170-24-119248-index.htm - Executive change Allan J. Wallander was terminated as Chief Financial Officer and Secretary at GRIID Infrastructure Inc.. - Action: terminated - Role: Chief Financial Officer and Secretary source text: • Allan J. Wallander, Chief Financial Officer and Secretary; evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000095017024119248/0000950170-24-119248-index.htm - Executive change Gerard F. King II was terminated as Chief Operating Officer at GRIID Infrastructure Inc.. - Action: terminated - Role: Chief Operating Officer source text: • Gerard F. King II, Chief Operating Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000095017024119248/0000950170-24-119248-index.htm - Governance Changes GRIID Infrastructure Inc.: Amended and restated the certificate of incorporation as part of merger. - Change: charter amendment source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000095017024119248/0000950170-24-119248-index.htm - Governance Changes GRIID Infrastructure Inc.: Adopted bylaws of the merger subsidiary as the company's new bylaws. - Change: bylaw amendment source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000095017024119248/0000950170-24-119248-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000095017024119248/0000950170-24-119248-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.