Item 2.03 |
Creation of a Direct Financial Obligation of an Obligation under an
Off-Balance Sheet Arrangement of a Registrant. |
The information relating to the Note (as
defined below) included under Item 8.01 of this Current Report on Form 8-K (this Current Report) is incorporated by reference in this item to the extent required herein.
On February 8, 2023, the board of directors of Adit EdTech Acquisition Corp. (the Company or ADEX) elected to extend the date by which
the Company must complete an initial business combination by one month, from February 14, 2023 to March 14, 2023 (the Extension). In connection with the Extension, GRIID Infrastructure LLC (GRIID Infrastructure)
intends to deposit an aggregate of $148,045.32 (representing $0.06 per public share) into the Companys trust account for its public stockholders on behalf of the Company. This deposit would be loaned to ADEX pursuant to a previously-disclosed
promissory note issued by ADEX to GRIID Infrastructure on January 13, 2023. The Extension is the second of six one-month extensions permitted under the Companys governing documents and provides the
Company with additional time to complete its initial business combination.
Important Information About the Merger and Where to Find It
This Current Report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed
business combination transaction between ADEX and GRIID and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of GRIID, the combined company or ADEX, nor shall there be any sale of any such securities in any
state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. ADEX has filed a Registration Statement on Form S-4, as amended from time to time, containing a proxy statement/prospectus with the Securities and Exchange Commission (the SEC). The definitive proxy statement/prospectus will be sent to all ADEX
stockholders. Before making any voting decision, investors and security holders of ADEX are urged to read the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain important information about the proposed transaction. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents
filed or that will be filed with the SEC by ADEX through the website maintained by the SEC at www.sec.gov.
Participants in Solicitation
GRIID, ADEX and their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding ADEXs directors and executive officers is available in ADEXs Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on
March 21, 2022. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be
contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Forward-Looking
Statements
This Current Report 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 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. These forward-looking statements speak only as of the date of this Current
Report. Except as required by law, ADEX 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.