Item 1.01. Entry into a Material Definitive Agreement.
On November 4, 2022, Adit EdTech Acquisition Corp. ("ADEX" or the "Company")
entered into voting agreements (each, a "Voting Agreement" and collectively, the
"Voting Agreements") with Adit EdTech Sponsor, LLC (the "Sponsor") and each of
the Company's directors and officers. Each of the Voting Agreements provides,
among other things, that the signatory will appear or otherwise cause the shares
of the Company's common stock, par value $0.0001 per share (the "Common Stock")
for which such signatory controls the right to vote to be counted as present for
purposes of calculating a quorum at any special meeting of stockholders of the
Company and at any other meeting of the stockholders of the Company, however
called, including any adjournment or postponement thereof, and, as applicable,
in connection with any written consent of the stockholders of the Company, and
vote (or cause to be voted), in person or by proxy, or deliver (or cause to be
delivered) a written consent covering all of the shares of Common Stock owned by
such signatory in favor of any proposal (such a proposal, the "Extension
Proposal") to be voted on relating to an amendment of the Company's amended and
restated certificate of incorporation to extend the date by which the Company
must complete an initial business combination or (a) cease all operations except
for the purpose of winding up, (b) as promptly as reasonably possible but not
more than ten business days thereafter, redeem all of the shares of Common
Stock, included as part of the units sold in the Company's initial public
offering and (c) as promptly as reasonably possible following such redemption,
subject to the approval of the Company's remaining stockholders and in
accordance with applicable law, dissolve and liquidate and any proposal to
approve the adjournment of such 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 the Extension Proposal.
A copy of the form of Voting Agreement is filed with this Current Report on Form
8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing
description of such form of Voting Agreement does not purport to be complete and
is qualified in its entirety by reference thereto.
Important Information About the Merger and Where to Find It
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the potential transaction and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of Griid Holdco LLC ("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
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 and ADEX and its directors, executive officers and
employees may be deemed to be participants in the solicitation of proxies in
respect of the Extension Proposal and the Adjournment Proposal. 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 these proxy solicitations 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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
10.1* Form of Voting Agreement, dated November 4, 2022, by and between
the Company and the stockholder signatory thereto
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The registrant agrees to furnish supplementally a copy of
any omitted schedule or exhibit to the SEC upon request.
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