Griid Infrastructure LLC entered into a letter of intent to acquire Adit EdTech Acquisition Corp. (NYSE:ADEX) from a group of shareholders in a reverse merger transaction on July 6, 2021. Griid Infrastructure LLC entered into a definitive merger agreement to acquire Adit EdTech Acquisition Corp. from a group of shareholders for approximately $3 billion in a reverse merger transaction on November 29, 2021. Under the terms of agreement, the limited liability company membership interests of Merger Sub will be converted into an equivalent limited liability company membership interest in Griid and each limited liability company membership unit of Griid that is issued and outstanding immediately prior to the effective time of the merger will automatically be converted into and become the right to receive such unit?s proportionate share, as determined in accordance with the Merger Agreement, of 308,100,000 shares of ADEX common stock. The proposed transaction values the combined company at an implied fully diluted pro forma enterprise value of approximately $3.3 billion, assuming no redemptions of shares of Adit EdTech by its public stockholders and approximately $125 million of debt outstanding as of the closing (which debt is drawn down under GRIID?s $525 million secured credit facility with Blockchain.com). As per the second amendment to the merger agreement on October 17, 2022, the merger consideration was reduced to 58,500,000 shares of ADEX common stock resulting in total consideration of approximately $580 million. Post completion of the acquisition, current GRIID equity holders will own approximately 86.8%, ADEX public stockholders will own approximately 10.2% and holders of IPO Shares would own approximately 3% of the outstanding shares of voting stock of the combined company at closing, respectively. Upon completion of the proposed transaction. the combined company is expected to operate under the name ?GRIID Infrastructure Inc.? and be listed on the NYSE under the new ticker symbol ?GRDI?. In case of termination of the agreement, GRIID will be obligated to pay to ADEX a non-refundable termination fee of $50 million.

GRIID?s existing management team, led by President and Chief Executive Officer Trey Kelly, will continue to lead the business. At the Effective Time, GRIID shall be the sole member of the Surviving Company (and all members of the board of managers of the Company immediately prior to the Effective Time shall be removed as of the Effective Time). The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Company, each to hold office in accordance with the Surviving Company. Following the closing, New GRIID?s board will include seven directors, four of whom are expected to be nominated by GRIID and three of whom are expected to be nominated by ADEX. The transaction is subject to the satisfaction or waiver of certain customary closing conditions, including, without limitation: the approval and adoption of the merger agreement by requisite vote of ADEX?s stockholders; the approval of the merger agreement by the written consent of Griid members that hold at least the requisite number of issued and outstanding units of Griid; the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing or making illegal the consummation of the transactions shall be in effect; ADEX has net tangible assets of at least $5,000,001 upon consummation of the Merger; ADEX?s listing application with the NYSE in connection with the merger has been approved; the S-4 Registration Statement has become effective; GRIID must have delivered, or cause to be delivered, to ADEX: (i) the investor rights agreement executed by the GRIID equity holders, (ii) a certificate signed by an authorized officer of GRIID; GRIID must have delivered to ADEX the audited consolidated financial statements of GRIID and its subsidiaries. The transaction is unanimously approved by the Board of Directors of ADEX and the Board of Managers of Griid. ADEX?s board of directors unanimously recommends that stockholders vote for the merger. The proposed transaction is expected to close in the first quarter of 2022. The transaction is expected to provide approximately $246 million of cash at closing from Adit EdTech?s trust account, after payment of Adit EdTech?s transaction expenses and without giving effect to any redemptions by Adit EdTech public stockholders. As on August 26, 2022, parties entered into a waiver agreement to waive their right to terminate the Agreement pursuant to Section 8.1(d) of the Agreement until October 1, 2022 its right to terminate the Agreement and Plan of Merger, dated as of November 29, 2021 and amended as of December 23, 2021, by and among the Company, ADEX Merger Sub, LLC and GRIID, based on the transactions contemplated thereby not having been consummated on or prior to August 27, 2022. Adit EdTech Acquisition Corp. convened its special meeting of its stockholders on December 14, 2022, and a proposal to adjourn the meeting was approved. On July 12, 2023 and September 29, 2023, the ADEX board of directors elected to extend the date by which ADEX must complete an initial business combination by three months each time, from July 14, 2023 to October 14, 2023 and from October 14, 2023 to January 14, 2024. As of October 30, 2023, it is anticipated that the merger will be consummated as soon as practicable following the special meeting of stockholders for ADEX, which is set for November 30, 2023. The transaction has been approved by the shareholders of Adit EdTech Acquisition on November 30, 2023.

Wells Fargo Securities LLC, acted as the financial advisor to Adit EdTech for capital markets and M&A advisory services. Arthur D. Little LLC acted as advisor to Adit EdTech for technical and commercial due diligence. Edelstein & Company, LLP acted as advisor to Adit EdTech for accounting and tax due diligence and quality of earnings assessment. Evolve Security, LLC acted as cybersecurity advisor to Adit EdTech for external, internal and wireless security testing and assessment. Jack S. Bodner, Michael J. Riella, Brian K. Rosenzweig, Jeff Potash, Kerry Burke, Christopher DeCresce, Jeffrey Potash, Lilit Kazangyan, Kevin Zaragoza and Adrian Perry of Covington & Burling LLP acted as legal advisors to ADEX. Patrick B. Costello, Steven Khadavi, Jeffery R. Banish, Joan C. Arnold, Justin A. Wood and Joseph Walsh of Troutman Pepper Hamilton Sanders LLP acted as legal advisor to GRIID. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to ADEX. Okapi Partners LLC acted as proxy solicitor to ADEX for a fee of $25,000. Lincoln received customary fees from ADEX for its services, in the amount of $500,000, $75,000 of which was paid upon Lincoln?s retention, and the balance of which was earned when Lincoln informed the ADEX board of directors that it was prepared to render its opinion and is payable upon the closing of the merger. Wells would receive $3,500,000 upon the consummation of a business combination. Evolve Security, LLC will be paid $55,000; Edelstein & Company, LLP will be paid $16,000; Lincoln International LLC will be paid $500,000 and Arthur D. Little LLC will be paid $250,000 for their services as due diligence providers to ADEX. Okapi Partners LLC received $25,000 as fees from ADEX.

Griid Infrastructure LLC completed the acquisition of Adit EdTech Acquisition Corp. (NYSE:ADEX) from a group of shareholders in a reverse merger transaction on December 29, 2023. Following the business combination, the surviving company was renamed GRIID Infrastructure Inc. Beginning on Tuesday, Jan. 2, 2024, GRIID?s common stock is expected to trade on Cboe Canada, the new business name of the NEO Exchange, under the ticker symbol ?GRDI,? and GRIID is seeking to list its common stock and warrants on a U.S. exchange.