CUSIP No. 398501 106
| ITEM 1. |
SECURITY AND ISSUER |
This statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.0001 per share (the
“Common Stock”), of Griid Infrastructure Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 2577 Duck Creek Road, Cincinnati, OH 45212.
| ITEM 2. |
IDENTITY AND BACKGROUND |
(a)-(c) This Schedule 13D is being filed by Griid Holdings LLC, a Delaware limited liability company (“Griid Holdings”), and James D.
Kelly III, an Ohio resident. Griid Holdings and Mr. Kelly are hereinafter referred to as the “Reporting Persons.” This Schedule 13D is being filed jointly by Griid Holdings and Mr. Kelly.
The principal business of Griid Holdings is to acquire, hold and dispose of securities in the Issuer and its business address is 2577 Duck
Creek Road, Cincinnati, OH 45212.
The principal occupation of Mr. Kelly is serving as Chief Executive Officer of the Issuer and as a
member of the Issuer’s board of directors.
(d) The Reporting Persons have not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The Reporting Persons have not, during the last five
years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, it or he became subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)
Griid Holdings is a Delaware limited liability company. Mr. Kelly is a citizen of the United States of America.
| ITEM 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
All of the shares of Common Stock reported herein as beneficially owned by the Reporting Persons were acquired pursuant to an Agreement and
Plan of Merger, dated as of November 29, 2021 (the “Initial Merger Agreement”), as amended by the first amendment to the Initial Merger Agreement, dated December 23, 2021 (the “First Amendment”), the second amendment to the
Initial Merger Agreement, dated October 17, 2022 (the “Second Amendment”), and the third amendment to the Initial Merger Agreement, dated February 8, 2023 (the “Third Amendment,” together with the Initial Merger
Agreement as amended by the First Amendment, the Second Amendment and the Third Amendment, the “Merger Agreement”). Pursuant to the Merger Agreement, ADEX Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary
of the Issuer (“Merger Sub”), merged with and into Griid Holdco LLC, a Delaware limited liability company (“Old Griid”), with Old Griid as the surviving company in the merger and, after giving effect to such merger, continuing as
a wholly owned subsidiary of the Issuer (the “Merger”). The Merger closed on December 29, 2023 (the “Closing”).
In connection with the Closing, and subject to the terms and conditions of the Merger Agreement, each limited liability company membership
unit of Old Griid issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive such unit’s share, as determined in accordance with the Merger Agreement, of 58,500,000 shares of Common
Stock.
The information set forth in or incorporated by reference into Items 4, 5 and 6 of this Schedule 13D is hereby incorporated by
reference in its entirety into this Item 3.
| ITEM 4. |
PURPOSE OF TRANSACTION |
Pursuant to the terms of the Merger Agreement, Griid Holdings tendered 8,000,000 units of Old Griid for 29,586,702 shares of Common Stock.
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