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CleanSpark | 424B3: Prospectus

SEC ·  Sep 24 04:34
Summary by Futu AI
CleanSpark, Inc. has entered into a merger agreement with GRIID Infrastructure Inc., which is set to become a subsidiary of CleanSpark upon completion. The merger, announced on June 26, 2024, is pending and subject to customary conditions and approvals. GRIID stockholders are to receive CleanSpark common stock based on a determined exchange ratio, with the aggregate merger consideration being $155 million minus GRIID's liabilities, divided by the average price of CleanSpark stock. Post-merger, CleanSpark stockholders will hold approximately 98% of the combined company, while GRIID stockholders will own about 2%. A special meeting for GRIID stockholders' approval is scheduled for October 28, 2024, with a significant portion of shares already committed to support the merger. The transaction aims to qualify as a tax-free reorganization and requires the majority vote of GRIID's outstanding shares, excluding certain holdings. The agreement includes indemnification provisions for GRIID's directors and officers and may be terminated under specific conditions, potentially incurring a $1.5 million termination fee for GRIID.
CleanSpark, Inc. has entered into a merger agreement with GRIID Infrastructure Inc., which is set to become a subsidiary of CleanSpark upon completion. The merger, announced on June 26, 2024, is pending and subject to customary conditions and approvals. GRIID stockholders are to receive CleanSpark common stock based on a determined exchange ratio, with the aggregate merger consideration being $155 million minus GRIID's liabilities, divided by the average price of CleanSpark stock. Post-merger, CleanSpark stockholders will hold approximately 98% of the combined company, while GRIID stockholders will own about 2%. A special meeting for GRIID stockholders' approval is scheduled for October 28, 2024, with a significant portion of shares already committed to support the merger. The transaction aims to qualify as a tax-free reorganization and requires the majority vote of GRIID's outstanding shares, excluding certain holdings. The agreement includes indemnification provisions for GRIID's directors and officers and may be terminated under specific conditions, potentially incurring a $1.5 million termination fee for GRIID.
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