Item 1.01 Entry into a Material Definitive Agreement.
Share Purchase Agreement
On
Sales of the Shares to the Purchaser under the Agreement, and the timing of any sales, will be determined by the Company from time to time in its sole discretion and will depend on a variety of factors, including, among other things, market conditions, the trading price of the Shares and determinations by the Company regarding the use of proceeds of such Shares. The net proceeds from any sales under the Agreement will depend on the frequency with, and prices at, which the Shares are sold to the Purchaser. The Company expects to use the proceeds from any sales under the Agreement for working capital and general corporate purposes.
Upon the initial satisfaction of the conditions to the Purchaser's obligation to purchase Shares set forth in the Agreement, the Company will have the right, but not the obligation, from time to time at its sole discretion during the 36-month period from and after the first day on which the Shares are publicly listed on a securities exchange, to direct the Purchaser to purchase up to a specified maximum amount of Shares as set forth in the Agreement. The purchase price of the Shares that the Company elects to sell to the Purchaser pursuant to the Agreement will be 92% of the average daily closing price of the Shares during a 30-trading day period commencing with the first trading day designated in the notice delivered to the Purchaser.
In connection with the execution of the Agreement, GRIID agreed to pay to the
Purchaser in installments in connection with placements of Shares under the
Agreement a
The Agreement contains customary representations, warranties, conditions and indemnification obligations by each party. The representations, warranties and covenants contained in the Agreement were made only for purposes of the Agreement and as of specific dates, were solely for the benefit of the parties to the Agreement and are subject to certain important limitations.
GRIID has the right to terminate the Agreement at any time, upon 90 trading days' prior written notice. In the event GRIID terminates the Agreement at its option prior to any public listing (including as a result of the Merger) and GRIID completes a public listing within the two-year period following such termination, GRIID will be obligated to issue the Warrant to the Purchaser.
The foregoing descriptions of the Agreement and the Warrant are each qualified in their entirety by reference to the full text of the Agreement and the Form of Common Stock Warrant, respectively, which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 4.1, respectively, and which are incorporated herein by reference.
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Registration Rights Agreement
In connection with the Agreement, GRIID entered into a registration rights agreement (the "Registration Rights Agreement") with the Purchaser and GYBL providing for certain registration rights relating to any Shares (including any Shares issued to the Purchaser as payment of the Commitment Fee and the Shares underlying the Warrant) issuable under the Agreement. GRIID has agreed to, among other things, file within 30 days of GRIID's public listing date, a resale shelf registration statement covering the resale of any Shares (including any Shares issued to the Purchaser as payment of the Commitment Fee and the Shares underlying the Warrant) issuable under the Agreement.
The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.2, and which is incorporated herein by reference.
Item 3.02 Unregistered Sales of
The disclosure set forth above under the heading "Share Purchase Agreement" in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. The Shares to be issued under the Agreement, including any Shares issued to the Purchaser as payment of the Commitment Fee and the Shares issuable upon exercise of the Warrant, will not be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Important Information About the Merger and Where to Find It
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the potential transaction and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of
Investors and security holders may obtain free copies of the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the
Participants in Solicitation
Forward Looking Statements
This Current Report on Form 8-K includes "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements express a belief, expectation or intention and are generally accompanied by words that convey projected future events or outcomes such as "believe," "may," "will," "estimate," "continue," "anticipate," "design," "intend," "expect," "could," "plan," "potential," "predict," "seek," "should," "would" or by variations of such words or by similar expressions. Such statements are not guarantees of future performance and actual results or developments may
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differ materially from those projected in the forward-looking statements. Readers are cautioned not to rely too heavily on the forward-looking statements contained in this Current Report on Form 8-K. These forward looking statements speak only as of the date of this Current Report on Form 8-K. Except as required by law, the Company does not undertake any obligation, and specifically declines any obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. EXHIBIT NUMBER EXHIBIT DESCRIPTION 4.1 Form of Common Stock Warrant 10.1 Share Purchase Agreement, dated as ofSeptember 9, 2022 , amongAdit EdTech Acquisition Corp. ,Griid Infrastructure LLC ,GEM Global Yield LLC SCS , andGEM Yield Bahamas Limited 10.2 Registration Rights Agreement, dated as ofSeptember 9, 2022 , amongGriid Infrastructure LLC ,GEM Global Yield LLC SCS , andGEM Yield Bahamas Limited 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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