10-Q/A

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

ROC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-39872

GRIID INFRASTRUCTURE INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	85-3477678
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2577 Duck Creek Rd. Cincinnati, OH 45212	45212
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (513) 268-6185

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	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share	GRDI-W	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

As of August 14, 2024, the registrant had 71,875,399 shares of common stock, $1.00 par value per share, outstanding.

EXPLANATORY NOTE

GRIID Infrastructure Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to amend its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, originally filed with the Securities and Exchange Commission (“SEC”) on August 14, 2024 (the “Original Form 10-Q”), to include Exhibits 31.1, 31.2, 32.1 and 32.2, which were inadvertently omitted in the Original Form 10-Q.

This Amendment contains only the Cover Page to this Amendment, this Explanatory Note, Item 6, the Signature Page, and the certifications attached to this Amendment as Exhibits 31.1, 31.2, 32.1 and 32.2. No other changes have been made to the Original Form 10-Q.

This Amendment speaks as of the filing date of the Original Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Original Form 10-Q other than as indicated. Accordingly, this Amendment should be read in conjunction with the Original Form 10-Q and the Company’s other filings with the SEC.

Item 6. Exhibits.

Furnish the exhibits required by Item 601 of Regulation S-K (§ 229.601 of this chapter).


Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of November 29, 2021, by and among Adit EdTech Acquisition Corp., ADEX Merger Sub, LLC and Griid Holdco LLC (incorporated by reference to Annex A-1 to the proxy statement/prospectus contained in the registration statement on Form S-4 (File No. 333-261880), filed with the SEC on November 1, 2023).
2.2		First Amendment to Agreement and Plan of Merger, dated as of December 23, 2021, by and among Adit EdTech Acquisition Corp., ADEX Merger Sub, LLC and Griid Holdco LLC (incorporated by reference to Annex A-2 to the proxy statement/prospectus contained in the registration statement on Form S-4 (File No. 333-261880), filed with the SEC on November 1, 2023).
2.3		Second Amendment to Agreement and Plan of Merger, dated as of October 17, 2022, by and among Adit EdTech Acquisition Corp., ADEX Merger Sub, LLC and Griid Holdco LLC (incorporated by reference to Annex A-3 to the proxy statement/prospectus contained in the registration statement on Form S-4 (File No. 333-261880), filed with the SEC on November 1, 2023).
2.4		Third Amendment to Agreement and Plan of Merger, dated as of February 8, 2023, by and among Adit EdTech Acquisition Corp., ADEX Merger Sub, LLC and Griid Holdco LLC (incorporated by reference to Annex A-4 to the proxy statement/prospectus contained in the registration statement on Form S-4 (File No. 333-261880), filed with the SEC on November 1, 2023).
2.5		Agreement and Plan of Merger, dated as of June 26, 2024, by and among GRIID Infrastructure, Inc., CleanSpark, Inc. and Tron Merger Sub Corp. (incorporated by reference to Exhibit 2.1 to GRIID Infrastructure’s Current Report on Form 8-K (File No. 000-39872), filed with the SEC on July 2, 2024)
3.1		Second Amended and Restated Certificate of Incorporation of GRIID Infrastructure Inc. (incorporated by reference to Exhibit 3.1 to GRIID Infrastructure’s Current Report on Form 8-K (File No. 000-39872), filed with the SEC on January 2, 2024).
3.2		Amended and Restated Bylaws of GRIID Infrastructure Inc. (incorporated by reference to Exhibit 3.2 to GRIID Infrastructure’s Current Report on Form 8-K (File No. 000-39872), filed with the SEC on January 2, 2024).
10.1		GRIID Infrastructure Inc. 2023 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to GRIID Infrastructure Inc.’s Current Report on Form 8-K (File No. 001-39872), filed with the SEC on January 2, 2024).
10.2		Form of Restricted Stock Award Agreement under the GRIID Infrastructure Inc. 2023 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 99.2 to the registration statement on Form S-8 (File No. 333-278742), filed with the SEC on April 16, 2024).
10.3		Form of Restricted Stock Unit Award Agreement under the GRIID Infrastructure Inc. 2023 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 99.3 to the registration statement on Form S-8 (File No. 333-278742), filed with the SEC on April 16, 2024).
10.4		Form of Non-Qualified Stock Option Award Agreement under the GRIID Infrastructure Inc. 2023 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 99.4 to the registration statement on Form S-8 (File No. 333-278742), filed with the SEC on April 16, 2024).
10.5		Form of Incentive Stock Option Award Agreement under the GRIID Infrastructure Inc. 2023 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 99.5 to the registration statement on Form S-8 (File No. 333-278742), filed with the SEC on April 16, 2024).
10.6		Form of Executive Employment Agreement (incorporated by reference to Exhibit 99.1 to GRIID Infrastructure’s Current Report on Form 8-K (File No. 000-39872), filed with the SEC on April 24, 2024).
10.7		Form of Voting Agreement entered into as of June 26, 2024 and June 28, 2024, among GRIID Infrastructure, Inc., CleanSpark, Inc. and certain stockholders of GRIID Infrastructure, Inc. (incorporated by reference to Exhibit 10.1 to GRIID Infrastructure’s Current Report on Form 8-K (File No. 000-39872), filed with the SEC on July 2, 2024).
10.8		Colocation Mining Services Agreement, dated June 26, 2024, by and between CleanSpark, Inc. and GRIID Infrastructure Inc. (incorporated by reference to Exhibit 10.2 to GRIID Infrastructure’s Current Report on Form 8-K (File No. 000-39872), filed with the SEC on July 2, 2024).
10.9		Payoff Letter, dated June 26, 2024, among GRIID Infrastructure LLC, GRIID Holdco, LLC, GRIID Infrastructure Inc., the other loan parties thereto, Blockchain Access UK Limited and Blockchain Capital Solutions (US), Inc. (incorporated by reference to Exhibit 10.3 to GRIID Infrastructure’s Current Report on Form 8-K (File No. 000-39872), filed with the SEC on July 2, 2024).
10.10		Credit Agreement, dated June 26, 2024, by and among CleanSpark, Inc. GRIID Infrastructure Inc., and the other parties from time to time party thereto (incorporated by reference to Exhibit 10.4 to GRIID Infrastructure’s Current Report on Form 8-K (File No. 000-39872), filed with the SEC on July 2, 2024).


31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104		Cover Page formatted as Inline XBRL and contained in Exhibit 101

* Filed herewith.

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 thereunto duly authorized.


	Company Name

Date: August 16, 2024	By:	/s/ Allan Wallander
		Allan Wallander
		CFO

Amendment: SEC Form 10-Q/A filed by GRIID Infrastructure Inc.