8-K
filed January 2, 2024, 6:59 PM ET
CIK 0001830029
M&A
confidence high
sentiment neutral
materiality 1.00
GRIID Infrastructure Inc.: M&A transaction — GRIID Infrastructure Inc. completes merger with Adit EdTech, begins trading on Cboe Canada and OTC Pink
GRIID Infrastructure Inc.
- On Dec 29, 2023, GRIID consummated its merger with Adit EdTech Acquisition Corp., issuing 58.5M shares as merger consideration.
- GRIID voluntarily delisted from NYSE American; common stock began trading on Cboe Canada (GRDI) and OTC Pink (GRDI.WS).
- GRIID entered into indemnification agreements with directors and an investor rights agreement covering registration of shares and warrants.
- Legacy GRIID issued bridge promissory notes totaling $19.87 million to 66 accredited investors, with warrants converted into 5.75M shares.
- James D. Kelly holds 45.1% of GRIID through Griid Holdings, LLC.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alexander G. Fraser was appointed as General Counsel and Secretary at GRIID Infrastructure Inc..
- Action
- appointed
- Role
- General Counsel and Secretary
Exact text from the filing
Alexander G. Fraser 63 General Counsel and Secretary
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gerard F. King II was appointed as Chief Operating Officer at GRIID Infrastructure Inc..
- Action
- appointed
- Role
- Chief Operating Officer
Exact text from the filing
Gerard F. King II 66 Chief Operating Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James D. Kelly III was appointed as Chief Executive Officer and Director at GRIID Infrastructure Inc..
- Action
- appointed
- Role
- Chief Executive Officer and Director
Exact text from the filing
James D. Kelly III 35 Chief Executive Officer and Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dwaine Alleyne was appointed as Chief Technology Officer at GRIID Infrastructure Inc..
- Action
- appointed
- Role
- Chief Technology Officer
Exact text from the filing
Dwaine Alleyne 41 Chief Technology Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Eric L. Munson resigned as director at GRIID Infrastructure Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
Eric L. Munson, Jacob Cohen and Sheldon Levy resigned from the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jacob Cohen resigned as director at GRIID Infrastructure Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
Eric L. Munson, Jacob Cohen and Sheldon Levy resigned from the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael W. Hamilton was appointed as Chief Research Officer at GRIID Infrastructure Inc..
- Action
- appointed
- Role
- Chief Research Officer
Exact text from the filing
Michael W. Hamilton 41 Chief Research Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John J. D’Agostino resigned as Chief Financial Officer and Treasurer at GRIID Infrastructure Inc..
- Action
- resigned
- Role
- Chief Financial Officer and Treasurer
Exact text from the filing
David L. Shrier resigned from his position as President and Chief Executive Officer of GRIID, John J. D’Agostino resigned from his position as Chief Financial Officer and Treasurer of GRIID and Elizabeth B. Porter resigned from her position as Chief Technology Officer and Secretary of GRIID.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Harry Sudock was appointed as Chief Strategy Officer at GRIID Infrastructure Inc..
- Action
- appointed
- Role
- Chief Strategy Officer
Exact text from the filing
Harry Sudock 30 Chief Strategy Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sheldon Levy resigned as director at GRIID Infrastructure Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
Eric L. Munson, Jacob Cohen and Sheldon Levy resigned from the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David L. Shrier resigned as President and Chief Executive Officer at GRIID Infrastructure Inc..
- Action
- resigned
- Role
- President and Chief Executive Officer
Exact text from the filing
David L. Shrier resigned from his position as President and Chief Executive Officer of GRIID, John J. D’Agostino resigned from his position as Chief Financial Officer and Treasurer of GRIID and Elizabeth B. Porter resigned from her position as Chief Technology Officer and Secretary of GRIID.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Allan J. Wallander was appointed as Chief Financial Officer and Treasurer at GRIID Infrastructure Inc..
- Action
- appointed
- Role
- Chief Financial Officer and Treasurer
Exact text from the filing
Allan J. Wallander 62 Chief Financial Officer and Treasurer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Elizabeth B. Porter resigned as Chief Technology Officer and Secretary at GRIID Infrastructure Inc..
- Action
- resigned
- Role
- Chief Technology Officer and Secretary
Exact text from the filing
David L. Shrier resigned from his position as President and Chief Executive Officer of GRIID, John J. D’Agostino resigned from his position as Chief Financial Officer and Treasurer of GRIID and Elizabeth B. Porter resigned from her position as Chief Technology Officer and Secretary of GRIID.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GRIID Infrastructure Inc.: Adopted a new Code of Conduct and Ethics applicable to all employees, officers and directors.
- Change
- code of ethics
Exact text from the filing
On the Closing Date, the Board adopted a new Code of Conduct and Ethics that applies to all of its employees, officers and directors, including the named executive officers.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GRIID Infrastructure Inc.: Adopted a Second Amended and Restated Certificate of Incorporation upon merger.
- Change
- charter amendment
Exact text from the filing
On the Closing Date, GRIID adopted the Charter and the Bylaws amending and restating its existing amended and restated certificate of incorporation, as amended, and bylaws, respectively.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GRIID Infrastructure Inc.: GRIID ceased to be a shell company as a result of the Merger.
- Change
- shell status
Exact text from the filing
As a result of the Merger, GRIID ceased to be a shell company upon the Closing.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GRIID Infrastructure Inc.: Adopted Amended and Restated Bylaws upon merger.
- Change
- bylaw amendment
Exact text from the filing
On the Closing Date, GRIID adopted the Charter and the Bylaws amending and restating its existing amended and restated certificate of incorporation, as amended, and bylaws, respectively.
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 Legacy GRIID for 58,500,000 shares of ADEX's common stock (closed 2023-12-29).
- Action
- change of control
- Counterparty
- Legacy GRIID
- Consideration
- 58,500,000 shares of ADEX's common stock
- Closing
- 2023-12-29
Exact text from the filing
and outstanding immediately prior to the Effective Time was converted into the right to receive such unit’s share, as determined in accordance with the Merger Agreement, of 58,500,000 shares of ADEX’s common stock, par value $0.0001 per share (the “Merger Consideration”). Post-Merger ADEX is referred to herein as “GRIID” and, unless the context otherwise
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
GRIID Infrastructure Inc. entered into Investor Rights Agreement with certain ADEX stockholders and certain Legacy GRIID members.
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- certain ADEX stockholders and certain Legacy GRIID members
Exact text from the filing
GRIID, certain ADEX stockholders and certain Legacy GRIID members entered into an investor rights agreement (the “Investor Rights Agreement”) to provide for certain registration rights related to the shares of GRIID common stock, par value $0.0001 per share ( “Common Stock”), and GRIID warrants issued in the private placement consummated concurrently with ADEX’s initial public offering.
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.