P1YP3MP3YP1Yfalse0001830029Includes up to 900,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). On January 11, 2021, the Company effected a stock dividend of 1,150,000 shares with respect to the common stock, resulting in an aggregate of 6,900,000 shares of common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividend (see Notes 5 and 7). On January 19, 2021, the underwriters exercise the over-allotment option in full. As a result, the 900,000 shares are no longer subject to forfeiture.Excludes an aggregate of up to 900,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). On January 11, 2021, the Company effected a stock dividend of 1,150,000 shares with respect to the common stock, resulting in an aggregate of 6,900,000 shares of common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividend (see Notes 5 and 7). On January 19, 2021, the underwriters exercised the over-allotment option in full. As a result, the 900,000 shares are no longer subject to forfeiture.Includes 900,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). On January 11, 2021, the Company effected a stock dividend of 1,150,000 shares with respect to the common stock, resulting in an aggregate of 6,900,000 shares of common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividend (see Notes 5 and 7). On January 19, 2021, the underwriters exercised the over-allotment option in full. 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As filed with the Securities and Exchange Commission on December 23, 2021.

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM

S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ADIT EDTECH ACQUISITION CORP.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware		6770		85-3477678
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

1345 Avenue of the Americas, 33

rd

Floor

New York, New York 10105

(646)

291-6930

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

David L. Shrier

1345 Avenue of the Americas, 33

rd

Floor

New York, New York 10105

(646)

291-6930

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Kerry S. Burke Michael Riella Covington & Burling LLP One City Center 850 10 th Street, N.W. Washington, D.C. 20001-4956 (202) 662-6000		Jack Bodner Brian K. Rosenzweig Covington & Burling LLP The New York Times Building 620 Eighth Avenue New York, New York 10018 (212) 841-1000		Patrick B. Costello Steven Khadavi Joseph Walsh Troutman Pepper Hamilton Sanders LLP 875 Third Avenue New York, New York 10022 (212) 704-6000

 

 

Approximate date of commencement of proposed sale of the securities to the public:

As soon as practicable after this registration statement is declared effective and all other conditions to the transactions contemplated by the merger agreement described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a 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.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☒

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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act

Rule 13e-4(i)

(Cross-Border Issuer Tender Offer)  ☐

Exchange Act

Rule 14d-1(d)

(Cross-Border Third-Party Tender Offer)  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to be registered		Amount to be registered (1)(2)		Proposed maximum offering price per share		Proposed maximum aggregate offering price (3)		Amount of registration fee (4)
Common stock, par value $0.0001		308,100,000		N/A		$ 789,330		$ 74

 

(1)	The number of shares of common stock of Adit EdTech Acquisition Corp. (“ADEX”) being registered represents the number of shares of common stock to be issued in connection with the proposed merger described herein.

(2)	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(3)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act. GRIID Holdco LLC, a Delaware limited liability company (“GRIID”), is a private company, no market exists for its securities, and GRIID has an accumulated deficit. Therefore, the proposed maximum aggregate offering price of $789,330 is calculated by multiplying one-third of the stated value per GRIID limited liability company membership unit expected to be exchanged and cancelled in the proposed merger, which is $0.063548, by the number of GRIID limited liability company membership units expected to be exchanged and cancelled in the proposed merger, which is 12,421,000.

(4)	Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0000927, the filing fee currently in effect.

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

 

 

 

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus does not constitute an offer to sell or a solicitation of offers to buy these securities in any jurisdiction in which such offer or sale is not permitted.

 

PRELIMINARY PROXY STATEMENT/PROSPECTUS—SUBJECT TO COMPLETION, DATED

DECEMBER 23, 2021

PROXY STATEMENT FOR SPECIAL MEETING IN LIEU OF THE 2021 ANNUAL MEETING OF STOCKHOLDERS OF ADIT EDTECH ACQUISITION CORP.

Dear Stockholders of Adit EdTech Acquisition Corp.:

You are cordially invited to attend the special meeting in lieu of the 2021 annual meeting (the “special meeting”) of stockholders of Adit EdTech Acquisition Corp., a Delaware corporation (“ADEX,” “we,” “our” or “us”), which will be held at                , Eastern Time, on                , or such other date, time and place to which such meeting may be adjourned or postponed, for the purpose of considering and voting upon the proposals. The special meeting will be held entirely online to allow for greater participation in light of the public health impact of the

COVID-19

pandemic. Stockholders may participate in the special meeting by visiting the following website:                .

The board of directors of ADEX has unanimously approved the agreement and plan of merger, dated as of November 29, 2021 (as amended or modified from time to time, the “merger agreement”), by and among ADEX, ADEX Merger Sub, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of ADEX (“Merger Sub”) and Griid Holdco LLC, a Delaware limited liability company (“GRIID”), pursuant to which, among other things: (a) ADEX will amend and restate its certificate of incorporation (as so amended and restated, the “proposed charter”) and bylaws (as so amended and restated, the “proposed bylaws”); (b) Merger Sub will merge with and into GRIID (the “merger”), and the separate limited liability company existence of Merger Sub will cease and GRIID, as the surviving company of the merger (“post-merger GRIID”) will continue its existence under the Limited Liability Company Act of the State of Delaware (the “DLLCA”) as a wholly owned subsidiary of ADEX; (c) the limited liability company agreement of post-merger GRIID will be amended and restated to, among other things, admit ADEX as the sole member thereof (as so amended and restated, the “A&R LLCA”); (d) at the effective time of the merger (the “effective time”), pursuant to the merger agreement, the limited liability company membership interests of Merger Sub will be converted into an equivalent limited liability company membership interest in post-merger GRIID; (e) at the effective time, pursuant to the merger agreement, each limited liability company membership unit of GRIID issued and outstanding immediately prior to the effective time will be converted into the right to receive such unit’s share, as determined in accordance with the merger agreement, of 308,100,000 shares of ADEX’s common stock, par value $0.0001 per share (the “merger consideration”). Post-merger ADEX is referred to herein as “New GRIID.” You are being asked to vote on the merger and related matters as described below.

Upon completion of the merger, we currently expect to issue (i)                shares of ADEX’s common stock, par value $0.0001 per share (the “common stock”) for each Class A limited liability company membership unit of GRIID issued and outstanding immediately prior to the effective time, (ii)                shares of common stock for each Class B limited liability company membership unit of GRIID issued and outstanding immediately prior to the effective time and (iii)                shares of common stock for each Class C limited liability company membership unit of GRIID issued and outstanding immediately prior to the effective time, based upon certain assumptions stated in the accompanying proxy statement/prospectus and the additional assumptions that (1)                Class A,              Class B and                Class C limited liability company membership units of post-merger GRIID are issued and outstanding immediately prior to the effective time (which amounts include the incentive units issued and outstanding immediately prior to the effective time) and (2) each outstanding limited liability company membership unit is entitled to the same proportionate share of the merger consideration as the other units in its class. The market value of the merger consideration will fluctuate between the date of the accompanying proxy statement/prospectus and the completion of the merger based on the price of our common stock. As described in further detail below, shares of our common stock are listed on the New York Stock Exchange (the “NYSE”) under the symbol “ADEX.” The following table sets forth the market value of our common stock and the implied value of the merger consideration per outstanding Class A, Class B and Class C limited liability company membership unit of GRIID outstanding based on such value as of November 29, 2021, the date preceding the public announcement of the merger, and as of                , the last practicable trading day prior to printing the accompanying proxy statement/prospectus, determined by multiplying the closing price of our common stock on such dates by the number of shares to be issued as merger

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consideration. There is no market value for GRIID limited liability company membership units, as there is no public market for such interests.

 

		Market Value of ADEX Common Stock				Implied Value of Merger Consideration (Per Class A Membership Unit)				Implied Value of Merger Consideration (Per Class B Membership Unit)				Implied Value of Merger Consideration (Per Class C Membership Unit)
November 29, 2021		$	9.85			$				$				$
, 2022		$				$				$				$

Our units, common stock originally sold as part of the units, and warrants, including those originally sold as part of the units, are currently listed on the NYSE under the symbols “ADEX.U,” “ADEX” and “ADEX.WS,” respectively, and began separately trading on March 3, 2021. Upon the closing of the merger (the “closing”), we intend to apply to continue the listing of our common stock and warrants on the NYSE under the symbols “GRDI” and “GRDI.WS,” respectively. Our units will not be listed following the closing.

At the special meeting, you will be asked to consider and vote on a proposal (the “merger proposal”) to approve and adopt the merger agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex

A-1,

and approve the transactions contemplated thereby.

In addition, you will be asked to consider and vote on proposals to:

 

•

approve and adopt, assuming the other condition precedent proposals (as defined below) are approved and adopted, the proposed charter, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D, which, if approved, would take effect upon the closing (the “charter amendment proposal”);

 

•

to approve and adopt, on a non-binding advisory basis, certain differences between ADEX’s current certificate of incorporation (as amended and restated through the date of the accompanying proxy statement/prospectus, the “current charter”) and the proposed charter, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as six separate sub-proposals (which we refer to, collectively, as the “advisory charter proposals”) to:

 

•

upon completion of the merger, increase the authorized capital stock of ADEX from 101,000,000 shares, consisting of 100,000,000 shares of common stock and 1,000,000 shares of preferred stock, to 501,000,000 shares, consisting of 500,000,000 shares of common stock and 1,000,000 shares of preferred stock;

 

•

provide that the board of directors of ADEX be divided into three classes with only one class of directors being elected each year and each class serving three-year terms;

 

•

provide that directors may be removed only for cause by the affirmative vote of the holders of at least 66 2/3% of the outstanding common stock entitled to vote thereon;

 

•

provide that any action required or permitted to be taken by the stockholders may be effected only at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing and that stockholders may not call a special meeting;

 

•

change the stockholder vote required from the affirmative vote of the holders of at least a majority of the outstanding common stock entitled to vote thereon to the affirmative vote of the holders of at least 66 2/3% of the voting power of the outstanding shares of capital stock entitled to vote thereon, voting together as a single class, to amend section 5.5 or Articles VI, VII, IX, or XII of the proposed charter; and

 

•

provide for certain additional changes, including, among other things, (a) changing New GRIID’s corporate name from “Adit EdTech Acquisition Corp.” to “GRIID Infrastructure Inc.” and (b) removing certain provisions related to ADEX’s status as a blank check company that will no longer apply upon consummation of the merger, all of which ADEX’s board of directors believes are necessary to adequately address the needs of New GRIID;

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•

assuming the condition precedent proposals are approved and adopted, approve and adopt the GRIID Infrastructure Inc. 2022 Omnibus Incentive Compensation Plan (the “incentive plan”), substantially in the form attached to the accompanying proxy statement/prospectus as Annex E (“incentive plan proposal”);

 

•

approve, assuming the other condition precedent proposals are approved and adopted, for purposes of complying with the applicable provisions of the NYSE Listing Rule 312.03(c), the issuance of more than 20% of ADEX’s outstanding common stock in connection with the merger and, for purposes of complying with the applicable provisions of the NYSE Listing Rule 312.03(d), the change of control of ADEX (the “NYSE proposal” and, collectively with the merger proposal, and the charter amendment proposal, the “condition precedent proposals”);

 

•

assuming the condition precedent proposals are approved and adopted, elect seven directors to serve terms as Class I, Class II, and Class III directors on our board of directors until the 2023, 2024, and 2025 annual meetings of stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal (the “director election proposal”); and

 

•

approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the condition precedent proposals (the “adjournment proposal”).

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which you are encouraged to read carefully. We refer to these proposals collectively as the “transaction proposals.”

Only holders of record of shares of our common stock at the close of business on                will be entitled to notice of and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting. A complete list of our stockholders of record entitled to vote at the special meeting will be available before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting. We are providing the accompanying proxy statement/prospectus and proxy card to our stockholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting.

Whether or not you plan to attend the special meeting in person (online), we urge you to read the accompanying proxy statement/prospectus carefully. Please pay particular attention to the section entitled “Risk Factors” beginning on page

36

of the accompanying proxy statement/prospectus.

After careful consideration, our board of directors has unanimously approved the merger agreement and the transactions contemplated thereby and determined that each of the merger proposal, the charter amendment proposal, the advisory charter proposals, the NYSE proposal, the director election proposal, the incentive plan proposal and the adjournment proposal is in the best interests of ADEX and its stockholders, and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of ADEX’s directors may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of ADEX and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the proposals. See the sections entitled “Proposal No. 1—The Merger Proposal—Interests of Certain Persons in the Merger” and “Beneficial Ownership of Securities” in the accompanying proxy statement/prospectus for a further discussion.

Pursuant to the current charter, a stockholder may request that ADEX redeem all or a portion of such stockholder’s shares for cash if the merger is consummated. A stockholder will be entitled to receive cash for any shares to be redeemed only if it (i) holds shares; and (ii) prior to                , Eastern Time, on                (two business days prior to the vote at the special meeting), (a) submits a written request to Continental Stock Transfer & Trust Company, ADEX’s transfer agent (the “transfer agent”), that ADEX redeem its shares for cash and (b) delivers its shares to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

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Stockholders may elect to redeem all or a portion of their shares even if they vote for the merger proposal. If the merger is not consummated, the shares will not be redeemed for cash. If a stockholder properly exercises its right to redeem its shares and timely delivers its shares to the transfer agent, we will redeem each share for a per share price, payable in cash, equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the trust account as of two business days prior to the consummation of the merger, including interest not previously released to ADEX to pay its franchise and income taxes, by (b) the total number of shares issued in ADEX’s initial public offering (the “IPO”). For illustrative purposes, as of                , the record date for the special meeting, this would have amounted to approximately $             per share. If a stockholder properly exercises its redemption rights, then it will be exchanging its redeemed shares for cash and will no longer own such shares. Any request to redeem shares, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the closing. Furthermore, if a stockholder delivers any certificate representing shares in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that ADEX instruct the transfer agent to return the shares (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in the accompanying proxy statement/prospectus. We will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Proposal No. 1—The Merger Proposal—Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your shares for cash.

Notwithstanding the foregoing, a holder of shares, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined for purposes of Section 13 of the Exchange Act (as defined below)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares, without our prior consent. Accordingly, if a stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

Under the merger agreement, the approval of each of the condition precedent proposals is a condition to the consummation of the merger. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals. The director election proposal and the incentive plan proposal are conditioned on the approval of all of the condition precedent proposals, and the adjournment proposal is not conditioned on the approval of any other proposal. If our stockholders do not approve each of the condition precedent proposals, the merger may not be consummated.

Approval of the charter amendment proposal requires the affirmative vote of a majority of the then-outstanding shares of common stock entitled to vote at the special meeting. Approval of each of the merger proposal, NYSE proposal, the incentive plan proposal and the adjournment proposal requires the affirmative vote of a majority of the then-outstanding shares of common stock present, in person (online) or by proxy, and entitled to vote at the special meeting. Approval, on an advisory basis, of the advisory charter proposals, requires the affirmative vote of a majority of the then-outstanding shares of common stock present, in person (online) or by proxy, and entitled to vote at the meeting. The election of the director nominees pursuant to the director election proposal requires the affirmative vote of the holders of a plurality of the votes cast at the meeting.

In light of the ongoing health concerns relating to the

COVID-19

pandemic and to best protect the health and welfare of ADEX’s stockholders and personnel, the special meeting is currently scheduled to be held entirely online as indicated above. Stockholders of record may vote their shares electronically at the special meeting by following the instructions at                . Stockholders are also urged to vote their proxies by completing, signing, dating and returning the enclosed proxy card in the accompanying

pre-addressed

postage paid envelope. To ensure your representation at the special meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. To participate in the virtual meeting, an ADEX stockholder of record will need the

12-digit

control number included on your proxy card or instructions that accompanied your proxy materials. If an ADEX stockholder holds his or her shares in “street name,” which means his or her shares are held of record by a broker, bank or other nominee, such stockholder should contact his or her broker, bank or nominee to ensure that votes related to the shares he or she beneficially owns are properly counted. In this regard, such stockholder must provide the record holder of his or her shares with instructions. If you are a stockholder of

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record holding shares of common stock, you may also cast your vote in person (online) during the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote in person (online), obtain a proxy from your broker or bank. The special meeting webcast will begin promptly at                , Eastern Time. ADEX stockholders are encouraged to access the special meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have the same effect as a vote “AGAINST” each of the proposals, other than the director election proposal, presented at the special meeting. Abstentions will have no effect on the outcome of the director election proposal. Broker non-votes will not be considered present for purposes of establishing a quorum, will have the same effect as a vote “AGAINST” the charter amendment proposal, and will have no effect on the outcome of the merger proposal, the NYSE proposal, the advisory charter proposals, the incentive plan proposal, the director election proposal, or the adjournment proposal. A stockholder’s failure to vote by proxy or to vote in person (online) at the special meeting will not be counted towards the number of shares of common stock required to validly establish a quorum, and if a valid quorum is otherwise established, will have the effect as a vote “AGAINST” the charter amendment proposal and no effect on the outcome of the merger proposal, the NYSE proposal, the advisory charter proposals, the incentive plan proposal, the director election proposal, and the adjournment proposal.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting in person (online) or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that your shares are represented and voted at the special meeting.

On behalf of our board of directors, I would like to thank you for your support of Adit EdTech Acquisition Corp. and look forward to a successful completion of the merger.

 

By Order of the Board of Directors,

David L. Shrier Director, President and Chief Executive Officer

TO EXERCISE ITS REDEMPTION RIGHTS, A STOCKHOLDER MUST (1) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING, THAT ITS SHARES BE REDEEMED FOR CASH, AND (2) DELIVER ITS SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE MERGER IS NOT CONSUMMATED, THEN THE SHARES WILL NOT BE REDEEMED FOR CASH. IF A STOCKHOLDER HOLDS ITS SHARES IN STREET NAME, SUCH STOCKHOLDER WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT ITS BANK OR BROKER TO WITHDRAW THE SHARES FROM ITS ACCOUNT IN ORDER TO EXERCISE ITS REDEMPTION RIGHTS. SEE “PROPOSAL NO. 1—THE MERGER PROPOSAL—REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in the accompanying proxy statement/prospectus, passed upon the merits or fairness of either of the merger agreement or the transactions contemplated thereby, or passed upon the adequacy or accuracy of the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated                 , 2022 and is first being mailed to ADEX stockholders on or about                 , 2022.

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NOTICE OF SPECIAL MEETING IN LIEU OF THE 2021 ANNUAL MEETING OF

STOCKHOLDERS OF ADIT EDTECH ACQUISITION CORP.

To Be Held On                ,                

To the Stockholders of Adit EdTech Acquisition Corp:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2021 annual meeting (the “special meeting”) of stockholders of Adit EdTech Acquisition Corp., a Delaware corporation (“ADEX,” “we,” “our” or “us”), will be held on                , at                , Eastern Time, at the following website:                . The special meeting is being called for the following purposes:

 

•

The Merger Proposal—To consider and vote upon a proposal to approve the transactions contemplated by the merger agreement, dated as of November 29, 2021 (as amended or modified from time to time, the “merger agreement”), by and among ADEX, ADEX Merger Sub, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of ADEX (“Merger Sub”), Griid Holdco LLC, a Delaware limited liability company (“GRIID”), pursuant to which Merger Sub will merge with and into GRIID (the “merger”), and the separate limited liability company existence of Merger Sub will cease and GRIID, as the surviving company of the merger (“post-merger GRIID”) will continue its existence under the Limited Liability Company Act of the State of Delaware (the “DLLCA”) as a wholly owned subsidiary of ADEX, on the terms and subject to the conditions set forth therein (such proposal, the “merger proposal”). Post-merger ADEX is referred to herein as “New GRIID.” A copy of the merger agreement is attached to the accompanying proxy statement/prospectus as Annex A-1.

 

•

The Charter Amendment Proposal—To consider and vote upon a proposal to approve, assuming the other condition precedent proposals (as defined below) are approved and adopted, the proposed charter, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D, which, if approved, would take effect upon the closing (the “charter amendment proposal”)

 

•

The Advisory Charter Proposals—To consider and vote upon a proposal to approve, on a non-binding advisory basis, certain differences between ADEX’s current certificate of incorporation (as amended and restated through the date of the accompanying proxy statement/prospectus, the “current charter”) and the proposed charter, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as six separate sub-proposals (which we refer to, collectively, as the “advisory charter proposals”):

 

•

upon completion of the merger, increase the authorized capital stock of ADEX from 101,000,000 shares, consisting of 100,000,000 shares of common stock and 1,000,000 shares of preferred stock, to 501,000,000 shares, consisting of 500,000,000 shares of common stock and 1,000,000 shares of preferred stock;

 

•

provide that the board of directors of ADEX be divided into three classes with only one class of directors being elected each year and each class serving three-year terms;

 

•

provide that directors may be removed only for cause by the affirmative vote of the holders of at least 66 2/3% of the outstanding common stock entitled to vote thereon;

 

•

provide that any action required or permitted to be taken by the stockholders may be effected only at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing and that stockholders may not call a special meeting;

 

•

change the stockholder vote required from the affirmative vote of the holders of at least a majority of the outstanding common stock entitled to vote thereon to the affirmative vote of the holders of at least 66 2/3% of the voting power of the outstanding shares of capital stock entitled to vote thereon, voting together as a single class, to amend section 5.5 or Articles VI, VII, IX, or XII of the proposed charter; and

 

•

provide for certain additional changes, including, among other things, (a) changing New GRIID’s corporate name from “Adit EdTech Acquisition Corp.” to “GRIID Infrastructure Inc.” and (b) removing certain provisions related to ADEX’s status as a blank check company that will no

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longer apply upon consummation of the merger, all of which ADEX’s board of directors believes are necessary to adequately address the needs of New GRIID;

 

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The Incentive Plan Proposal—To consider and vote upon a proposal to approve and adopt, assuming the condition precedent proposals are approved and adopted, the GRIID Infrastructure Inc. 2022 Omnibus Incentive Compensation Plan (the “incentive plan”), substantially in the form attached to the accompanying proxy statement/prospectus as Annex E (the “incentive plan proposal”);

 

•

The NYSE Proposal—To consider and vote upon a proposal to approve, assuming the other condition precedent proposals are approved and adopted, for purposes of complying with applicable provisions of the NYSE Listing Rule 312.03(c), the issuance of more than 20% of ADEX’s outstanding common stock, par value $0.0001 per share (the “common stock”) in connection with the merger and, for purposes of complying with the applicable provisions of the NYSE Listing Rule 312.03(d), the change of control of ADEX (the “NYSE proposal” and, collectively with the merger proposal, and the charter amendment proposal, the “condition precedent proposals”).

 

•

The Director Election Proposal—To consider and vote upon a proposal to elect, assuming the condition precedent proposals are approved and adopted, seven directors to serve terms as Class I, Class II, and Class III directors on our board of directors until the 2023, 2024, and 2025 annual meetings of stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal (the “director election proposal”); and

 

•

The Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the condition precedent proposals.

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which you are encouraged to review carefully.

Only holders of record of shares of the common stock at the close of business on                are entitled to notice of and to vote and have their votes counted at the special meeting and any adjournment of the special meeting. The special meeting will be held entirely online to allow for greater participation in light of the public health impact of the

COVID-19

pandemic. Stockholders may participate in the special meeting by visiting the following website:                .

We are providing the accompanying proxy statement/prospectus and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournment of the special meeting.

Whether or not you plan to attend the special meeting in person (online), you are urged to read the accompanying proxy statement/prospectus (and any documents incorporated into the accompanying proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”

After careful consideration, ADEX’s board of directors has unanimously approved the merger agreement and the transactions contemplated thereby and determined that each of the merger proposal, the charter amendment proposal, the advisory charter proposals, the NYSE proposal, the director election proposal, the incentive plan proposal and the adjournment proposal is in the best interests of ADEX and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of the proposals.

The existence of financial and personal interests of ADEX’s directors may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of ADEX and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the transaction proposals. See the section entitled “Proposal No. 1—The Merger Proposal—Interests of Certain Persons in the Merger” and “Beneficial Ownership of Securities” in the proxy statement/prospectus for a further discussion.

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Pursuant to the current charter, a stockholder may request that ADEX redeem all or a portion of such stockholder’s shares for cash if the merger is consummated. A stockholder will be entitled to receive cash for any shares to be redeemed only if it (i) holds shares; and (ii) prior to                , Eastern Time, on                (two business days prior to the vote at the special meeting), (a) submits a written request to Continental Stock Transfer & Trust Company, ADEX’s transfer agent (the “transfer agent”), that ADEX redeem its shares for cash and (b) delivers its shares to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Stockholders may elect to redeem all or a portion of their shares even if they vote for the merger proposal. If the merger is not consummated, the shares will not be redeemed for cash. If a stockholder properly exercises its right to redeem its shares and timely delivers its shares to the transfer agent, we will redeem each share for a per share price, payable in cash, equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the trust account as of two business days prior to the consummation of the merger, including interest not previously released to ADEX to pay its franchise and income taxes, by (b) the total number of shares issued in the IPO. For illustrative purposes, as of                , the record date for the special meeting, this would have amounted to approximately $        per share. If a stockholder properly exercises its redemption rights, then it will be exchanging its redeemed shares for cash and will no longer own such shares. Any request to redeem shares, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the closing. Furthermore, if a holder delivers its certificate representing shares in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that ADEX instruct the transfer agent to return the shares (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in the accompanying proxy statement/prospectus. We will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Proposal No. 1—The Merger Proposal—Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your shares for cash.

Notwithstanding the foregoing, a holder of shares, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined for purposes of Section 13 of the Exchange Act (as defined below)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares, without our prior consent. Accordingly, if a stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

We will pay the redemption price to stockholders who properly exercise their redemption rights promptly following the closing. The closing is subject to the satisfaction of a number of conditions. As a result, there may be a significant delay between the deadline for exercising redemption requests prior to the special meeting and payment of the redemption price.

The closing is conditioned on, among other things, the approval of the condition precedent proposals, the director election proposal, and the incentive plan proposal at the special meeting.

We urge you to read the proxy statement/prospectus accompanying this notice (including the annexes thereto) carefully for a more complete description of the merger and related transactions and each of the proposals. If you have any questions or need assistance voting your shares, please call our proxy solicitor,                 , at                 (banks and brokers call collect at                ) or email at                .

Thank you for your participation. We look forward to your continued support.

 

By Order of the Board of Directors,

David L. Shrier Director, President and Chief Executive Officer

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