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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 28 04:54
Summary by Futu AI
On June 26, 2024, CleanSpark, Inc., a Nevada-based corporation, announced the entry into a Merger Agreement with GRIID Infrastructure Inc., and Tron Merger Sub, Inc., a wholly owned subsidiary of CleanSpark. The agreement stipulates that Merger Sub will merge with GRIID, with GRIID surviving as the continuing corporation. GRIID stockholders will receive CleanSpark Common Stock in exchange for their shares at a determined Exchange Ratio. The merger is subject to customary closing conditions, including GRIID stockholder approval, SEC registration statement effectiveness, and Nasdaq listing authorization for the CleanSpark Common Stock to be issued. The merger also includes provisions for the vesting of GRIID restricted stock units and the conversion of GRIID options and warrants into CleanSpark stock equivalents. Concurrently, CleanSpark and...Show More
On June 26, 2024, CleanSpark, Inc., a Nevada-based corporation, announced the entry into a Merger Agreement with GRIID Infrastructure Inc., and Tron Merger Sub, Inc., a wholly owned subsidiary of CleanSpark. The agreement stipulates that Merger Sub will merge with GRIID, with GRIID surviving as the continuing corporation. GRIID stockholders will receive CleanSpark Common Stock in exchange for their shares at a determined Exchange Ratio. The merger is subject to customary closing conditions, including GRIID stockholder approval, SEC registration statement effectiveness, and Nasdaq listing authorization for the CleanSpark Common Stock to be issued. The merger also includes provisions for the vesting of GRIID restricted stock units and the conversion of GRIID options and warrants into CleanSpark stock equivalents. Concurrently, CleanSpark and GRIID entered into a Credit Agreement where CleanSpark provided a term loan to GRIID, and a Hosting Agreement for CleanSpark's cryptocurrency mining equipment at GRIID facilities. Additionally, Voting Agreements were signed with major GRIID stockholders to secure votes in favor of the merger. The merger aims to enhance the combined company's operations and financial results, with a focus on the growth of blockchain and bitcoin usage.

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