UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Information Required in Proxy Statement

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant  ☒

Filed by a party other than the Registrant  ☐

Check the appropriate box:

 

☐	Preliminary Proxy Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☐	Definitive Proxy Statement

 

☒	Definitive Additional Materials

 

☐	Soliciting Material under §240.14a-12

Adit EdTech Acquisition Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☒	No fee required

 

☐	Fee paid previously with preliminary materials

 

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 

 

As previously announced, Adit EdTech Acquisition Corp. (“ADEX” or the “Company”) (NYSE: ADEX, ADEXU, ADEXW) adjourned its special meeting of its stockholders on December 14, 2022 (the “Special Meeting”), which will reconvene at 11:00 a.m. Eastern time on December 23, 2022, and will still be held virtually at https://www.cstproxy.com/aditedtech/2022.

ADEX will continue to solicit additional proxies on the proposal to extend the date by which it must consummate an initial business combination up to six times at the election of the Company’s board of directors (the “Board”) for an additional one month each time (for a maximum of six one-month extensions) (the “Extension Proposal”), as described in ADEX’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2022 and as supplemented on December 14, 2022 (the “Proxy Statement”). The sole item to be considered at the reconvened Special Meeting is expected to be the Extension Proposal.

Sponsor Contribution

If the Extension Proposal is approved, the Company plans to deposit up to six monthly payments from its working capital account, on a month-to-month basis, into in the Company’s trust account established in connection with its initial public offering (the “Trust Account”) the lesser of (x) $150,000 or (y) $0.06 per share multiplied by the number of public shares of the Company that are not redeemed in connection with the Special Meeting (each such deposit, a “Contribution”). Each Contribution is expected to be made on the fifteenth day of each month of the extension, commencing on January 15, 2023. If the Company extends the time to complete a business combination to July 14, 2023, the aggregate amount of contributions expected to be made by the Company would consist of up to the lesser of (i) $900,000 or (ii) $0.36 per public share that is not redeemed in connection with the Special Meeting. In the event the Company’s working capital account is depleted, Adit EdTech Sponsor LLC or one of more of its affiliates, members or third party designees, or Griid Holdco LLC (“GRIID”) or one of more of its affiliates, members or third party designees intends to lend the Company the remaining Contribution, which may be in the form of a non-interest bearing, unsecured promissory note up to the amount of the maximum aggregate Contributions.

Trust Account Investments

As disclosed in the Proxy Statement, the Company plans to mitigate the risk of the Company being deemed to have been operating as an unregistered investment company under the Investment Company Act of 1940, by instructing, on or prior to the 24-month anniversary of the effective date of the Company’s registration statement filed in connection with its initial public offering, Continental Stock Transfer & Trust Company, the trustee (the “Trustee”) with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of the Company’s initial business combination or liquidation. The Company intends to deposit such cash into a variable interest bearing account currently expected to yield approximately 3.0% per annum. The interest rate may fluctuate from time to time depending on market rates.

Additional Information and Where to Find It

ADEX has filed the Proxy Statement with the SEC and has mailed the Proxy Statement to its stockholders of record as of November 4, 2022 in connection with the Extension Proposal. Stockholders are advised to read the Proxy Statement and any amendments or supplements thereto, because these documents contain important information about the Special Meeting. Stockholders who have questions or need assistance in connection with the Special Meeting are encouraged to contact ADEX’s proxy solicitor, Okapi Partners LLC, by calling (877) 259-6290 (banks and brokers can call collect at (212) 297-0720), or by emailing info@okapipartners.com.

This communication 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 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 supplement 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 supplement. These forward looking statements speak only as of the date of this supplement. Except as required by law, the Company 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.