Griid Infrastructure Inc.
10/31/2024 | Press release | Distributed by Public on 10/31/2024 05:45
Proxy Results Form 8 K
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:
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each Company restricted stock unit award that was outstanding immediately prior to the Effective Time immediately vested with respect to 100% of the shares of GRIID Common Stock subject to such Company restricted stock unit award, which shares of GRIID Common Stock were converted into the right to receive the merger consideration with respect to each share of GRIID Common Stock. Further, each outstanding vested compensatory option to purchase a share of GRIID Common Stock was canceled and converted into the right to receive approximately 0.01 of a share of CleanSpark Common Stock, which is the number of shares equal to the quotient of (i) the product of (A) the excess, if any, of the Merger Consideration Value (as defined below) over the per share exercise price of the applicable option, multiplied by (B) the number of shares of GRIID Common Stock subject to such option immediately prior to the Effective Time, divided by (ii) $16.587, which represents the volume-weighted average price of CleanSpark Common Stock for the two consecutive trading days prior to the date of the Merger Agreement. Any Company options that had an exercise price per share of GRIID Common Stock that was equal to or greater than the Merger Consideration Value were canceled for no consideration; and
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each outstanding and unexercised warrant (each, a "GRIID Warrant") to purchase shares of GRIID Common Stock of the Company was converted into a warrant to purchase a number of shares of CleanSpark Common Stock (each, a "CleanSpark Warrant"), rounded down to the nearest whole share, that is equal to the product of (A) the number of shares of GRIID Common Stock subject to such GRIID Warrant as of immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio. The exercise price per share of CleanSpark Common Stock underlying such converted CleanSpark Warrant is equal to the quotient obtained by dividing (x) the per share exercise price applicable to such warrant immediately prior to the Effective Time by (y) the Exchange Ratio, rounded up to the nearest whole cent. Each such CleanSpark Warrant is on the same terms and conditions as were applicable under such GRIID Warrant immediately prior to the Effective Time, except for such terms rendered inoperative by reason of the Merger or as otherwise set forth in the Merger Agreement or in the applicable warrant agreement with respect to such GRIID Warrant and subject to such adjustments as reasonably determined by CleanSpark and the Company to be necessary or appropriate to give effect to the conversion or the Merger.
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.