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

GRIID Infrastructure Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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 1.01 Entry into a Material Definitive Agreement.

On August 2, 2024, GRIID Infrastructure Inc. (“GRIID”), CleanSpark, Inc. (“CleanSpark”), and the other loan parties from time to time party thereto, amended and restated that certain Credit Agreement, dated June 26, 2024 (the “Existing Credit Agreement” and, as amended and restated, the “Credit Agreement”) under which CleanSpark initially provided a term loan of $55,918,638.68 to GRIID, to include a new delayed draw term loan facility of $40,000,000 (the “Delayed Draw Facility”), which amounts GRIID is permitted to request pursuant to the terms of the Credit Agreement and use solely for certain purposes as set forth in the Credit Agreement. Pursuant to the Credit Agreement, $5,000,000 of the Delayed Draw Facility was borrowed on August 5, 2024, and any amounts borrowed and repaid prior to the maturity date cannot be reborrowed.

The maturity date of all loans under the Credit Agreement is June 26, 2025, or 90 days following the termination of that certain Agreement and Plan of Merger, dated June 26, 2024, by and among CleanSpark, Tron Merger Sub, Inc. and GRIID (subject to certain exceptions as set forth in the Credit Agreement). On the maturity date, the principal and any accrued but unpaid interest must be paid. The loans under the Credit Agreement bear interest at a rate of 8.5% per annum and the Credit Agreement contains customary representations, warranties, covenants, and events of default for a deal of this type.

The foregoing description of the Credit Agreement is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are being filed herewith:

(d) Exhibits

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.