GRIID Infrastructure Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control of Registrant, Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.01. Completion of Acquisition or Disposition of Assets.
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 (the “Merger Agreement”), by and among CleanSpark, Tron Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of CleanSpark (“Merger Sub”), and the Company. Pursuant to the Merger Agreement, on the Closing Date, Merger Sub merged with and into Company, with the Company as the surviving corporation and a wholly owned subsidiary of CleanSpark (the “Merger”).
The Merger and the Merger Agreement were previously described in CleanSpark’s registration statement on Form S-4 (File No. 333-281313), filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2024, as amended on September 10, 2024 and declared effective on September 23, 2024, and the definitive proxy statement/prospectus of the Company, dated as of and filed with the SEC on September 23, 2024 (the “Proxy Statement”).
Merger Consideration
At the effective time of the Merger (the “Effective Time”), each share of the Company’s common stock, par value $0.0001 per share (“GRIID Common Stock”), issued and outstanding immediately prior to the Effective Time, including each share underlying a GRIID restricted stock unit award or option to purchase shares of GRIID Common Stock pursuant to the terms described below, was canceled and automatically converted into the right to receive from CleanSpark 0.069593885 (the “Exchange Ratio”) of a fully paid and nonassessable share of CleanSpark’s common stock, par value $0.001 per share (the “CleanSpark Common Stock”).
Pursuant to the Merger Agreement, at the Effective Time:
The term “Merger Consideration Value” means the product of (x) the Exchange Ratio multiplied by (y) $16.587.
The foregoing description of the Merger Agreement and related transactions (including, without limitation, the Merger) does not purport to be complete and is subject, and qualified in its entirety by reference, to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2024, as amended by the Company’s Current Report on Form 8-K/A filed with SEC on August 26, 2024, and incorporated herein by reference, and to the information contained in the Proxy Statement.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the closing of the Merger, the Company notified the NASDAQ Stock Market LLC (“Nasdaq”) of its intent to remove the GRIID Common Stock and GRIID Warrants that were publicly listed (the “GRIID Public Warrants”) from listing on Nasdaq and requested that Nasdaq (i) suspend trading of the GRIID Common Stock and GRIID Public Warrants on Nasdaq prior to the opening of trading on October 31, 2024 and (ii) file a Notification of Removal from Listing and/or Registration on Form 25 with the SEC to delist and deregister the GRIID Common Stock and GRIID Public Warrants under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
In addition, the Company intends to file a certification on Form 15 with the SEC suspending the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the GRIID Common Stock and GRIID Public Warrants.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.01 by reference.
Item 3.03. Material Modification to Rights of Security Holders.
At the Effective Time, holders of shares of GRIID Common Stock immediately prior to the Effective Time ceased to have any rights as common stockholders of the Company (other than the right to receive the merger consideration or as provided by law).
The information set forth in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 5.01. Changes in Control of Registrant.
As a result of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of CleanSpark.
The information set forth in Items 2.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the consummation of the Merger (and not because of any disagreement with the Company), 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:
Additionally, each of the following officers of the Company and its subsidiaries were terminated as of the Effective Time:
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
At the Effective Time and pursuant to the terms of the Merger Agreement, (i) 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, which is incorporated herein by reference and (ii) 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, and is incorporated herein by reference.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 28, 2024, the Company held a special meeting of stockholders (the “Special Meeting”) for the purpose of considering and voting upon the following proposals set forth in the Proxy Statement: (i) to adopt the Merger Agreement (the “Merger Proposal”) and (ii) to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal (the “Adjournment Proposal”).
There were 70,898,615 shares of GRIID Common Stock issued and outstanding as of September 20, 2024, the record date for the Special Meeting. At the Special Meeting, the holders of 60,348,384 shares of GRIID Common Stock were present or represented by proxy, representing approximately 85% of the total outstanding shares of GRIID Common Stock as of the record date, September 20, 2024, which constituted a quorum to conduct business at the Special Meeting.
At the Special Meeting, the Merger Proposal was approved by the affirmative vote of holders of a majority of the outstanding shares of the GRIID Common Stock entitled to vote thereon. The Merger Proposal was also approved by the holders of a majority of the outstanding shares of GRIID Common Stock not held by either Griid Holdings, LLC, a Delaware limited liability company, or James D. Kelly III. The Adjournment Proposal was not voted upon at the Special Meeting since there were sufficient votes to approve the Merger Proposal.
The following are the final voting results on the proposal considered and voted upon at the Special Meeting, which is more fully described in the Proxy Statement:
1. The Merger Proposal—To adopt the Merger Agreement:
Results of Aggregate Stockholders of GRIID Common Stock |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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60,284,423 |
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63,638 |
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323 |
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0 |
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Results of Minority Stockholders of GRIID Common Stock (Excludes Shares Held by Griid Holdings, LLC and James D. Kelly III) |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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30,697,721 |
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63,638 |
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323 |
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0 |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
2.1 |
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3.1 |
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Amended and Restated Certificate of Incorporation of GRIID Infrastructure Inc. |
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3.2 |
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104 |
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Cover Page Interactive Data file (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GRIID INFRASTRUCTURE INC. |
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Date: |
October 31, 2024 |
By: |
/s/ Leighton Koehler |
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Name: Leighton Koehler |