Griid Infrastructure LLC (“GRIID”) is a profitable, vertically integrated bitcoin self-mining company with three US-based facilities and planned mining capacity of 734 megawatts (MW) operational by 2023 with a power cost of less than$25 /MWh.- GRIID anticipates fiscal year 2023 revenue of
$1.6 billion . - The merger between
GRIID andAdit EdTech Acquisition Corp. (“ADEX”) represents a pro forma combined company enterprise value of approximately$3.3 billion . - The
$246 million of anticipated net transaction proceeds, assuming no redemptions, and an existing$525 million credit facility will be used to fund GRIID’s growth and accelerate scale.
Based in
Key Transaction Terms
The proposed transaction values the combined company at an implied fully diluted pro forma enterprise value of approximately
Assuming no redemptions, current GRIID equity holders will own approximately 90%, Adit EdTech public stockholders will own approximately 8% and Adit EdTech’s sponsor will own approximately 2% of the outstanding shares of voting stock of the combined company at closing, respectively. GRIID’s existing management team, led by President and CEO
The proposed transaction has been unanimously approved by the board of directors of Adit EdTech and the board of managers of GRIID Holdco. The proposed transaction is expected to close in the first quarter of 2022, subject to customary closing conditions, including the receipt of regulatory approvals and approval of Adit EdTech’s stockholders.
Additional information about the proposed transaction, including a copy of the agreement, an investor presentation, and plan of merger, will be provided in a Current Report on Form 8-K to be filed by Adit EdTech today with the
Advisors
About GRIID
GRIID, an American infrastructure company, is a vertically integrated bitcoin self-mining company that owns and operates a growing portfolio of bitcoin mining facilities across
About
About Adit EdTech
Adit EdTech is a publicly listed special purpose acquisition company sponsored by an affiliate of Adit, formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Adit EdTech’s strategy is to focus on companies which offer an opportunity for stockholder value creation through the combination of (i) an attractive valuation entry point, (ii) a clear plan to unlock incremental value through operational and/or strategic improvements and (iii) a clear path to bring the target company to the public market and implement best-in-class public company governance. Its CEO,
Additional Information and Where to Find It
This press release relates to a proposed transaction between Adit EdTech and GRIID. This press release 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, the combined company or Adit EdTech, 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. Adit EdTech intends to file a proxy statement with the
Investors and security holders will be able to obtain free copies of the proxy statement and all other relevant documents filed or that will be filed with the
Participants in Solicitation
GRIID, Adit EdTech 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 Adit EdTech’s directors and executive officers is available in Adit EdTech’s Annual Report on Form 10-K for the year ended
Forward Looking Statements
This press release includes “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended (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. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of Adit EdTech’s securities, (ii) the risk that the transaction may not be completed by Adit EdTech’s business combination deadline and the risk that Adit EdTech may not obtain an extension of the business combination deadline if sought by Adit EdTech, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the merger agreement by the stockholders of Adit EdTech and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (vi) the effect of the announcement or pendency of the transaction on GRIID’s business relationships, operating results, and business generally and on Adit EdTech’s stock price, (vii) risks that the proposed transaction disrupts current plans and operations of GRIID and potential difficulties in GRIID employee retention as a result of the transaction, (viii) the outcome of any legal proceedings that may be instituted against GRIID or against Adit EdTech related to the merger agreement or the proposed transaction, (ix) the ability to maintain the listing of Adit EdTech’s securities on a national securities exchange, (x) the price of Adit EdTech’s securities, which may be volatile due to a variety of factors, including changes in the competitive and regulated] industries in which Adit EdTech plans to operate or GRIID operates, variations in operating performance across competitors, changes in laws and regulations affecting Adit EdTech’s or GRIID’s business, and changes in the combined capital structure (xi) GRIID’s inability to implement its business plan or meet or exceed its financial projections, (xii) changes in general economic conditions, including as a result of the COVID-19 pandemic, and (xiii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities. The foregoing list of factors is not exhaustive. We refer you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Adit EdTech’s Annual Report on Form 10-K for the year ended
Non-Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Adit EdTech, GRIID or the combined company, 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. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
For investor inquiries regarding Adit EdTech and affiliates, please contact:
John J. D’Agostino
Chief Financial Officer
dagostino@aditedtech.com
For inquiries regarding GRIID, please contact:
Skyya PR for GRIID
susan.donahue@skyya.com
Source: Griid
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