--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-000728" form_type: "8-K" ticker: null cik: "0001830029" company_name: "GRIID Infrastructure Inc." filed_at: "2024-01-02T23:59:59+00:00" generated_at: "2026-06-07T05:26:43.278652+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # GRIID Infrastructure Inc. completes merger with Adit EdTech, begins trading on Cboe Canada and OTC Pink ## Summary - 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. ## SEC filing metadata - accession: 0001193125-24-000728 - form_type: 8-K - cik: 0001830029 - company_name: GRIID Infrastructure Inc. - filed_at: 2024-01-02T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.01, 5.06, 5.02, 3.02, 4.01, 9.01, 3.01, 3.03, 5.01, 5.03, 5.05, 7.01, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1830029/000119312524000728/0001193125-24-000728-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1830029/000119312524000728/d941597d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-000728 - JSON: https://secwatch.observer/filing/0001193125-24-000728.json - Plain text: https://secwatch.observer/filing/0001193125-24-000728.txt ## Key facts - Executive change Alexander G. Fraser was appointed as General Counsel and Secretary at GRIID Infrastructure Inc.. - Action: appointed - Role: General Counsel and Secretary source text: Alexander G. Fraser 63 General Counsel and Secretary evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000119312524000728/0001193125-24-000728-index.htm - Executive change Gerard F. King II was appointed as Chief Operating Officer at GRIID Infrastructure Inc.. - Action: appointed - Role: Chief Operating Officer source text: Gerard F. King II 66 Chief Operating Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000119312524000728/0001193125-24-000728-index.htm - Executive change James D. Kelly III was appointed as Chief Executive Officer and Director at GRIID Infrastructure Inc.. - Action: appointed - Role: Chief Executive Officer and Director source text: James D. Kelly III 35 Chief Executive Officer and Director evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000119312524000728/0001193125-24-000728-index.htm - Executive change Dwaine Alleyne was appointed as Chief Technology Officer at GRIID Infrastructure Inc.. - Action: appointed - Role: Chief Technology Officer source text: Dwaine Alleyne 41 Chief Technology Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000119312524000728/0001193125-24-000728-index.htm - Executive change Eric L. Munson resigned as director at GRIID Infrastructure Inc.. - Action: resigned - Role: director source text: Eric L. Munson, Jacob Cohen and Sheldon Levy resigned from the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000119312524000728/0001193125-24-000728-index.htm - Executive change Jacob Cohen resigned as director at GRIID Infrastructure Inc.. - Action: resigned - Role: director source text: Eric L. Munson, Jacob Cohen and Sheldon Levy resigned from the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000119312524000728/0001193125-24-000728-index.htm - Executive change Michael W. Hamilton was appointed as Chief Research Officer at GRIID Infrastructure Inc.. - Action: appointed - Role: Chief Research Officer source text: Michael W. Hamilton 41 Chief Research Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000119312524000728/0001193125-24-000728-index.htm - Executive change John J. D’Agostino resigned as Chief Financial Officer and Treasurer at GRIID Infrastructure Inc.. - Action: resigned - Role: Chief Financial Officer and Treasurer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000119312524000728/0001193125-24-000728-index.htm - Executive change Harry Sudock was appointed as Chief Strategy Officer at GRIID Infrastructure Inc.. - Action: appointed - Role: Chief Strategy Officer source text: Harry Sudock 30 Chief Strategy Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000119312524000728/0001193125-24-000728-index.htm - Executive change Sheldon Levy resigned as director at GRIID Infrastructure Inc.. - Action: resigned - Role: director source text: Eric L. Munson, Jacob Cohen and Sheldon Levy resigned from the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000119312524000728/0001193125-24-000728-index.htm - Executive change David L. Shrier resigned as President and Chief Executive Officer at GRIID Infrastructure Inc.. - Action: resigned - Role: President and Chief Executive Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000119312524000728/0001193125-24-000728-index.htm - Executive change Allan J. Wallander was appointed as Chief Financial Officer and Treasurer at GRIID Infrastructure Inc.. - Action: appointed - Role: Chief Financial Officer and Treasurer source text: Allan J. Wallander 62 Chief Financial Officer and Treasurer evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000119312524000728/0001193125-24-000728-index.htm - Executive change Elizabeth B. Porter resigned as Chief Technology Officer and Secretary at GRIID Infrastructure Inc.. - Action: resigned - Role: Chief Technology Officer and Secretary source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000119312524000728/0001193125-24-000728-index.htm - Governance Changes GRIID Infrastructure Inc.: Adopted a new Code of Conduct and Ethics applicable to all employees, officers and directors. - Change: code of ethics source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000119312524000728/0001193125-24-000728-index.htm - Governance Changes GRIID Infrastructure Inc.: Adopted a Second Amended and Restated Certificate of Incorporation upon merger. - Change: charter amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000119312524000728/0001193125-24-000728-index.htm - Governance Changes GRIID Infrastructure Inc.: GRIID ceased to be a shell company as a result of the Merger. - Change: shell status source text: As a result of the Merger, GRIID ceased to be a shell company upon the Closing. evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000119312524000728/0001193125-24-000728-index.htm - Governance Changes GRIID Infrastructure Inc.: Adopted Amended and Restated Bylaws upon merger. - Change: bylaw amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000119312524000728/0001193125-24-000728-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000119312524000728/0001193125-24-000728-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1830029/000119312524000728/0001193125-24-000728-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.