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CleanSpark | 425: Filing under Securities Act Rule 425 of certain prospectuses and communications in connection with business combination transactions

SEC announcement ·  Jun 27 22:47
Summary by Futu AI
On June 27, 2024, CleanSpark, Inc., a Nevada-based corporation, and GRIID Infrastructure Inc., a Delaware-based corporation, announced a definitive merger agreement. Under the agreement, CleanSpark will acquire all issued and outstanding common stock of GRIID in an all-stock transaction valued at $155 million, including the assumption of debt. The merger will result in GRIID becoming a wholly owned subsidiary of CleanSpark. Concurrently, the companies have entered into an exclusive hosting agreement for all currently available power, with 20 MW allocated to CleanSpark immediately. The merger is subject to GRIID shareholder approval and customary closing conditions, with an expected completion in the third quarter of 2024. CleanSpark has also provided GRIID with a $5 million working capital loan and a $50.9 million pay-down bridge loan. The merger aims to expand CleanSpark's infrastructure, adding over 400 MW in Tennessee over the next two years, bringing its total capacity to over 1 GW. The transaction has been unanimously approved by both companies' Boards of Directors.
On June 27, 2024, CleanSpark, Inc., a Nevada-based corporation, and GRIID Infrastructure Inc., a Delaware-based corporation, announced a definitive merger agreement. Under the agreement, CleanSpark will acquire all issued and outstanding common stock of GRIID in an all-stock transaction valued at $155 million, including the assumption of debt. The merger will result in GRIID becoming a wholly owned subsidiary of CleanSpark. Concurrently, the companies have entered into an exclusive hosting agreement for all currently available power, with 20 MW allocated to CleanSpark immediately. The merger is subject to GRIID shareholder approval and customary closing conditions, with an expected completion in the third quarter of 2024. CleanSpark has also provided GRIID with a $5 million working capital loan and a $50.9 million pay-down bridge loan. The merger aims to expand CleanSpark's infrastructure, adding over 400 MW in Tennessee over the next two years, bringing its total capacity to over 1 GW. The transaction has been unanimously approved by both companies' Boards of Directors.
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