Summary by Moomoo AI
CleanSpark, Inc. (CleanSpark) has entered into a merger agreement with GRIID Infrastructure Inc. (GRIID), where GRIID will become a direct, wholly owned subsidiary of CleanSpark. The merger is pending, awaiting stockholder approval and the fulfillment of other closing conditions. Upon completion, GRIID stockholders will receive CleanSpark common stock based on a pre-determined exchange ratio. The transaction is designed to be a 'reorganization' under the Securities Act of 1933, and GRIID stockholders will not have appraisal rights. The merger is contingent on customary conditions, including GRIID stockholder approval and the SEC's registration statement effectiveness. Additionally, CleanSpark and GRIID have signed a hosting and a credit agreement in relation to the merger. GRIID has secured voting agreements from stockholders holding approximately 73% of outstanding shares to vote in favor of the merger. The agreement stipulates that the merger must be completed by March 31, 2025, and includes provisions for termination fees and expense reimbursement under certain termination conditions. The agreement also encompasses standard representations, warranties, covenants, and agreements typical for such deals.
