Current Report Filing (8-k)
March 13 2023 - 3:19PM
Edgar (US Regulatory)
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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
Date of Report (Date of earliest event reported): March 12, 2023
Adit EdTech Acquisition Corp.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-39872 |
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85-3477678 |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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| 1345 Avenue of the Americas, 33rd Floor |
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| New York, New York |
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10105 |
| (Address of principal executive offices) |
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(Zip Code) |
(646) 291-6930
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Trading Symbols |
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Name of each exchange on which registered |
| Units, each consisting of one share of common stock and one-half of one redeemable warrant |
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ADEX.U |
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NYSE American LLC |
| Common stock, par value $0.0001 per share |
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ADEX |
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NYSE American LLC |
| Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share |
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ADEX.WS |
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NYSE American LLC |
☒ 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).
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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. |
The information provided in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 to the extent required.
| Item 2.03. |
Creation of a Direct Financial Obligation of an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
As previously announced, on August 6, 2021, Adit EdTech Acquisition Corp. (the “Company” or “ADEX”) issued an unsecured promissory note (the “Original Note”) to Adit EdTech Sponsor, LLC (the “Payee”) pursuant to which the Company was permitted to make certain advances and readvances in amounts not to exceed a total principal amount of $300,000. On March 12, 2023, the Company issued an amended and restated convertible promissory note (the “A&R Note”) to the Payee.
The A&R Note increases the maximum aggregate amount of advances and readvances permitted from $300,000 to $1,000,000. The A&R Note remains convertible at the election of the Payee at a conversion price of $1.00 per warrant into warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). Any warrants issuable under the A&R Note and any shares of Common Stock issued upon exercise of such warrants shall be entitled to customary registration rights pursuant to that certain Registration Rights Agreement entered into among the Company, the Payee, and certain other security holders named therein, dated as of January 11, 2021. No interest shall accrue on the unpaid balance of the A&R Note.
A copy of the A&R Note is filed with this Current Report on Form 8-K as Exhibit 4.1 and is incorporated herein by reference, and the foregoing description of the A&R Note does not purport to be complete and is qualified in its entirety by reference thereto.
| Item 3.02. |
Unregistered Sales of Equity Securities. |
The information disclosed under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required. The Note is not expected to be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act.
On March 12, 2023, the board of directors of the Company elected to extend the date by which the Company must complete an initial business combination by one month, from March 14, 2023 to April 14, 2023 (the “Extension”). In connection with the Extension, GRIID Infrastructure LLC (“GRIID Infrastructure”) deposited an aggregate of $148,045.32 (representing $0.06 per public share of Common Stock) into the Company’s trust account for its public stockholders on behalf of the Company. This deposit was loaned to ADEX pursuant to a previously disclosed promissory note issued by ADEX to GRIID Infrastructure on January 13, 2023. The Extension is the third of six one-month extensions permitted under the Company’s amended and restated certificate of incorporation, as amended, 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 Holdco LLC (“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 ADEX’s directors and executive officers is available in ADEX’s 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 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.
| Item 9.01 |
Financial Statements and Exhibits. |
SIGNATURE
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.
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| Adit EdTech Acquisition Corp. |
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| By: |
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/s/ John D’Agostino |
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John D’Agostino |
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Chief Financial Officer |
Dated: March 13, 2023
Adit EdTech Acquisition (NYSE:ADEX)
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