10/31/2024 | Press release | Distributed by Public on 10/31/2024 05:45
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.