Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On February 7, 2023, the New York Stock Exchange (the "NYSE") notified Adit
EdTech Acquisition Corp. (the "Company" or "ADEX") that trading in the Company's
common stock, units and warrants had been halted, as the Company no longer
satisfies the continued listing standard of the NYSE requiring the Company to
maintain an average aggregate global market capitalization attributable to its
publicly-held shares over a consecutive 30 trading day period of at least
$40,000,000. The Company has applied to transfer the listing of its securities
to the NYSE American LLC (the "NYSE American"), and is working with NYSE to
facilitate such transfer. While the trading halt is in place, the Company
understands that its common stock, warrants and units cannot be traded on any
other exchange or in the over-the-counter market.
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.
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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 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.
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