UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~October 0203, 2024

GRIID Infrastructure Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39872	85-3477678
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2577 Duck Creek Road
Cincinnati, Ohio		45212
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: 513 268-6185

   

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	GRDI	Nasdaq Global Market
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share	GRDI-W	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 13.01 ~~Entry~~. ~~into~~Notice of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

On ~~August~~October 23, 2024, GRIID Infrastructure Inc. (the “~~GRIID~~Company”), ~~CleanSpark,~~received ~~Inc.~~a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“~~CleanSpark~~Nasdaq”), ~~and~~notifying the ~~other~~Company ~~loan~~that ~~parties~~the ~~from~~listing ~~time~~of toits ~~time~~common ~~party thereto~~stock, ~~amended~~par ~~and~~value ~~restated~~$0.0001 ~~that~~per ~~certain~~share ~~Credit~~(the ~~Agreement~~“common stock”), ~~dated~~was ~~June~~not ~~26,~~in ~~2024~~compliance with Nasdaq Listing Rule 5450(a)(1) (the “~~Existing~~Bid ~~Credit~~Price ~~Agreement~~Rule”) ~~and,~~for ascontinued ~~amended~~listing ~~and~~on ~~restated~~the Nasdaq Global Market, as the ~~“Credit~~minimum ~~Agreement”)~~bid ~~under~~price ~~which~~of ~~CleanSpark~~the ~~initially~~Company’s ~~provided~~common astock ~~term~~was ~~loan~~less ofthan $~~55,918,638~~1.6800 toper ~~GRIID,~~share tofor ~~include~~the aprevious ~~new~~30 ~~delayed~~consecutive ~~draw~~business ~~term~~days. ~~loan~~Under ~~facility~~Nasdaq ofListing ~~$40,000,000~~Rule 5810(c)(3)(A), the ~~“Delayed~~Company ~~Draw~~has ~~Facility”)~~a period of 180 calendar days, ~~which~~or ~~amounts~~until ~~GRIID~~April is1, ~~permitted~~2025, to ~~request~~regain ~~pursuant~~compliance towith the ~~terms~~rule ofreferred ~~the~~to ~~Credit~~in ~~Agreement~~this ~~and~~paragraph. ~~use~~To ~~solely~~regain ~~for~~compliance ~~certain~~with ~~purposes~~the asBid ~~set~~Price ~~forth~~Rule induring this 180-day compliance period, the ~~Credit~~Company’s ~~Agreement.~~minimum ~~Pursuant~~bid toprice ~~the~~of ~~Credit~~listed ~~Agreement,~~securities must close at $~~5,000,000~~1.00 ofper ~~the~~share ~~Delayed~~or ~~Draw~~more ~~Facility~~for ~~was~~a ~~borrowed~~minimum onof ~~August~~10 5,consecutive ~~2024,~~business ~~and~~days. ~~any~~The ~~amounts~~notice ~~borrowed~~has ~~and~~no ~~repaid~~present ~~prior~~impact toon the ~~maturity~~listing ~~date~~of ~~cannot~~the beCompany’s ~~reborrowed~~securities on the Nasdaq Global Market.

~~The~~If ~~maturity~~the ~~date~~Company does not regain compliance with the Bid Price Rule prior to the expiration of ~~all~~the ~~loans~~180-day ~~under~~compliance period, the ~~Credit~~Company ~~Agreement~~may isbe ~~June~~eligible 26for additional time to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(ii) by transferring to the Nasdaq Capital Market. To qualify, ~~2025~~the Company would need to submit a Transfer Application and an application fee. In addition, orthe 90Company ~~days~~would ~~following~~be required to meet the ~~termination~~continued listing requirement for market value of ~~that~~publicly ~~certain~~held ~~Agreement~~shares and ~~Plan~~all ofother ~~Merger,~~initial ~~dated~~listing ~~June~~standards ~~26,~~for ~~2024~~The Nasdaq Capital Market, byexcept ~~and~~the ~~among~~minimum ~~CleanSpark,~~bid ~~Tron~~price ~~Merger~~requirement. ~~Sub~~In addition, ~~Inc.~~the ~~and~~Company ~~GRIID~~would ~~(subject~~need to ~~certain~~provide ~~exceptions~~written asnotice ~~set~~to ~~forth~~Nasdaq inof ~~the~~its ~~Credit~~intention ~~Agreement).~~to Oncure the ~~maturity~~minimum ~~date,~~bid price deficiency during the ~~principal~~second ~~and~~compliance ~~any~~period ~~accrued~~by ~~but~~effecting ~~unpaid~~a ~~interest~~reverse ~~must~~stock besplit, ~~paid~~if necessary. ~~The~~As ~~loans~~part ~~under~~of its review process, the ~~Credit~~Nasdaq ~~Agreement~~staff ~~bear~~will ~~interest~~determine atwhether ait ~~rate~~believes ofthe 8Company will be able to cure this deficiency.5% ~~per~~Should ~~annum~~the ~~and~~Nasdaq staff conclude that the ~~Credit~~Company ~~Agreement~~will ~~contains~~not ~~customary~~be ~~representations,~~able ~~warranties,~~to ~~covenants~~cure the deficiency, ~~and~~or ~~events~~should ofthe ~~default~~Company ~~for~~determine not to submit a ~~deal~~Transfer ofApplication ~~this~~or ~~type~~make the required representation, the Nasdaq staff will provide notice that the Company’s common stock will be subject to delisting.

~~The~~If ~~foregoing~~the ~~description~~Company ofdoes ~~the~~not ~~Credit~~regain ~~Agreement~~compliance iswithin ~~only~~the aallotted ~~summary~~compliance ~~and~~period(s), ~~does~~including ~~not~~any ~~purport~~extensions tothat may be ~~complete~~granted ~~and~~by isNasdaq, ~~qualified~~Nasdaq inwill ~~its~~provide ~~entirety~~notice bythat ~~reference to~~ the ~~full~~Company’s ~~text~~common ofstock ~~the~~will ~~Credit~~be ~~Agreement,~~subject ato ~~copy~~delisting. ofAt ~~which~~such istime, ~~filed~~the asCompany ~~Exhibit~~may ~~10.1~~appeal ~~hereto~~the ~~and~~delisting ~~incorporated~~determination byto ~~reference~~a ~~herein~~Hearings Panel.

~~Item~~The ~~9.01 Financial~~Company ~~Statements~~intends to actively monitor the minimum bid price of its common stock and, ~~Exhibits~~as appropriate, will consider available options to resolve the deficiencies and regain compliance with the Bid Price Rule, including applying to transfer to the Nasdaq Capital Market or effecting a reverse stock split.

There ~~The~~can ~~following~~be ~~exhibits~~no ~~are~~assurance ~~being~~that ~~filed~~the ~~herewith:~~Company will be successful in maintaining the listing of its common stock on the Nasdaq Global Market, or, if transferred, on the Nasdaq Capital Market.

(d) Exhibits

ExhibitNumber		Description
2.1		Agreement and Plan of Merger, dated as of June 26, 2024, by and among GRIID Infrastructure, Inc., CleanSpark, Inc. and Tron Merger Sub Corp.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			GRIID INFRASTRUCTURE INC.
Date:	~~August~~October 67, 2024	By:	/s/ Allan J. Wallander
			Allan J. WallanderChief Financial Officer

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