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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Griid Infrastructure Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39872 GRIID INFRASTRUCTURE INC. (Exact name of registrant as specified i |
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| October 31, 2024 |
As filed with the United States Securities and Exchange Commission on October 31, 2024. As filed with the United States Securities and Exchange Commission on October 31, 2024. |
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| October 31, 2024 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GRIID INFRASTRUCTURE INC. October 30, 2024 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GRIID INFRASTRUCTURE INC. October 30, 2024 FIRST. The name of the corporation is GRIID Infrastructure Inc. (the “Corporation”). SECOND. The address of the corporation’s registered office in the State of Delaware is 1521 Concord Pike Suite 201, Wilmington, DE 19803, New Castle County. The name of its registered agent at such address i |
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| October 31, 2024 |
As filed with the United States Securities and Exchange Commission on October 31, 2024. As filed with the United States Securities and Exchange Commission on October 31, 2024. |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2024 GRIID Infrastructure Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39872 85-3477678 (State or Other Jurisdiction of Incorporation) (Commiss |
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| October 31, 2024 |
BYLAWS OF GRIID INFRASTRUCTURE INC. Article I OFFICES; CORPORATE SEAL Exhibit 3.2 BYLAWS OF GRIID INFRASTRUCTURE INC. Article I OFFICES; CORPORATE SEAL Section 1.1 Registered Office. The registered office of the corporation shall be at the address specified in the Certificate of Incorporation or any amendment or restatement thereof or in a certificate of change of registered office filed with the Secretary of State of the state of Delaware. Section 1.2 Principal Exe |
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| October 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 03, 2024 GRIID Infrastructure Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39872 85-3477678 (State or Other Jurisdiction of Incorporation) (Commiss |
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| September 23, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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 14 |
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| August 26, 2024 |
COLOCATION MINING SERVICES AGREEMENT Exhibit 10.2 COLOCATION MINING SERVICES AGREEMENT This Colocation Mining Services Agreement (this “Agreement”) is made as of June 26, 2024 (the “Effective Date”), by and between GRIID Infrastructure Inc., a Delaware corporation with its principal place of business located at 2577 Duck Creek Road, Cincinnati, Ohio 45212 (“Service Provider”), and CleanSpark, Inc., a Nevada corporation with its princ |
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| August 26, 2024 |
Exhibit 10.3 PAYOFF LETTER GRIID Infrastructure LLC 2577 Duck Creek Road Cincinnati, OH 45212 Attention: James D. Kelly III June 26, 2024 Re: Fourth Amended and Restated Credit Agreement, dated as of October 9, 2022 (the “Credit Agreement”), among (i) GRIID Infrastructure LLC, (“GRIID”), a Delaware limited liability company, GRIID Holdco, LLC, a Delaware limited liability company, and those additi |
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| August 26, 2024 |
Exhibit 10.1 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of June 26, 2024, is entered into by and between the undersigned stockholder (“Stockholder”) of GRIID Infrastructure Inc., a Delaware corporation (the “Company”), and CleanSpark, Inc., a Nevada corporation (“Parent”). Parent and Stockholder are each sometimes referred to herein individually as a “Party” and collective |
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| August 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 GRIID Infrastructure Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39872 85-3477678 (State or Other Jurisdiction of Incorporation) (Commissi |
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| August 26, 2024 |
Exhibit 10.4 Execution Version CREDIT AGREEMENT Dated as of June 26, 2024 among GRIID INFRASTRUCTURE INC., as the Borrower, the other LOAN PARTIES from time to time party hereto, and CLEANSPARK, INC., as the Lender TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INTERPRETIVE PROVISIONS 1 1.1 Definitions. 1 1.2 Rules of Interpretation. 15 ARTICLE II the COMMITMENTS and Credit Extensions 17 2.1 Term Loa |
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| August 26, 2024 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among CLEANSPARK, INC., TRON MERGER SUB, INC. and GRIID INFRASTRUCTURE INC. Dated as of June 26, 2024 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 1.1 Certain Definitions. 2 1.2 Terms Defined Elsewhere. 2 ARTICLE II THE MERGER 4 2.1 The Merger. 4 2.2 Closing. 4 2.3 Effect of the Merger. 4 2.4 Certificate of Incorporation of the Surviving Corporati |
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| August 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No. |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39872 GRIID INFRASTRUCTURE INC. |
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| August 6, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 GRIID Infrastructure Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39872 85-3477678 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 6, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 02, 2024 GRIID Infrastructure Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39872 85-3477678 (State or Other Jurisdiction of Incorporation) (Commissi |
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| August 6, 2024 |
Exhibit 2.1 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 2, 2024 among GRIID INFRASTRUCTURE INC., as the Borrower, the other LOAN PARTIES from time to time party hereto, and CLEANSPARK, INC., as the Lender TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INTERPRETIVE PROVISIONS 1 1.1 Definitions. 1 1.2 Rules of Interpretation. 16 ARTICLE II the COMMITMENTS and Credit Extensions 18 2.1 Loans |
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| August 6, 2024 |
Exhibit 10.4 PowerFlex Agreement This Agreement is made and entered into among UNION DATA DINER LLC (“Company”), a Delaware limited liability company; KNOXVILLE UTILITIES BOARD (Acting for and on behalf of the City of Knoxville, Tennessee) (“Distributor”), a Tennessee municipal corporation; and TENNESSEE VALLEY AUTHORITY (“TVA”), a corporate agency and instrumentality of the United States of Ameri |
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| August 6, 2024 |
Exhibit 10.1 PowerFlex Agreement This Agreement is made and entered into among AVA DATA LLC (“Company”), a Delaware limited liability corporation; the CITY OF LENOIR CITY, TENNESSEE (“Distributor”), a Tennessee municipal corporation and TENNESSEE VALLEY AUTHORITY (“TVA”), a corporate agency and instrumentality of the United States of America, created and existing under and by virtue of the Tenness |
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| August 6, 2024 |
Exhibit 10.2 PowerFlex Agreement This Agreement is made and entered into among AVA DATA LLC (“Company”), a Delaware limited liability corporation; the CITY OF LENOIR CITY, TENNESSEE (“Distributor”), a Tennessee municipal corporation and TENNESSEE VALLEY AUTHORITY (“TVA”), a corporate agency and instrumentality of the United States of America, created and existing under and by virtue of the Tenness |
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| August 6, 2024 |
Exhibit 10.3 AMENDMENT TO POWER SUPPLY CONTRACT This Amendment to the Power Supply Contract (“Amendment”) is between the Knoxville Utilities Board (hereinafter called “KUB”) and Union Data Diner LLC (Formerly Union Data, LLC) (hereinafter called “Customer”). The Customer has been purchasing power and energy from KUB under a Power Supply Contract (hereinafter called “Contract”), dated January 1, 20 |
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| August 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 02, 2024 CleanSpark, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-39187 87-0449945 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| August 5, 2024 |
Exhibit 10.1 Execution Version AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 2, 2024 among GRIID INFRASTRUCTURE INC., as the Borrower, the other LOAN PARTIES from time to time party hereto, and CLEANSPARK, INC., as the Lender TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INTERPRETIVE PROVISIONS 1 1.1 Definitions. 1 1.2 Rules of Interpretation. 16 ARTICLE II the COMMITMENTS and Credit Exte |
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| August 5, 2024 |
Filed by CleanSpark, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: GRIID Infrastructure Inc. Commission File No. 001-39872 August 2, 2024 The following communication was made available by CleanSpark, Inc. (“CleanSpark”) as a press release on August 2, 2024, in connection with the acquis |
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| August 1, 2024 |
Filed by CleanSpark, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: GRIID Infrastructure Inc. Commission File No. 001-39872 August 1, 2024 The following communication was made available by CleanSpark, Inc. (“CleanSpark”) as a press release on August 1, 2024, in connection with the acquis |
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| July 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 05, 2024 GRIID Infrastructure Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39872 85-3477678 (State or Other Jurisdiction of Incorporation) (Commission |
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| July 2, 2024 |
Exhibit 10.4 Execution Version CREDIT AGREEMENT Dated as of June 26, 2024 among GRIID INFRASTRUCTURE INC., as the Borrower, the other LOAN PARTIES from time to time party hereto, and CLEANSPARK, INC., as the Lender TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INTERPRETIVE PROVISIONS 1 1.1 Definitions. 1 1.2 Rules of Interpretation. 15 ARTICLE II the COMMITMENTS and Credit Extensions 17 2.1 Term Loa |
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| July 2, 2024 |
Exhibit 10.3 PAYOFF LETTER GRIID Infrastructure LLC 2577 Duck Creek Road Cincinnati, OH 45212 Attention: James D. Kelly III June 26, 2024 Re: Fourth Amended and Restated Credit Agreement, dated as of October 9, 2022 (the “Credit Agreement”), among (i) GRIID Infrastructure LLC, (“GRIID”), a Delaware limited liability company, GRIID Holdco, LLC, a Delaware limited liability company, and those additi |
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| July 2, 2024 |
Exhibit 10.2 COLOCATION MINING SERVICES AGREEMENT This Colocation Mining Services Agreement (this “Agreement”) is made as of June 26, 2024 (the “Effective Date”), by and between GRIID Infrastructure Inc., a Delaware corporation with its principal place of business located at 2577 Duck Creek Road, Cincinnati, Ohio 45212 (“Service Provider”), and CleanSpark, Inc., a Nevada corporation with its princ |
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| July 2, 2024 |
Filed by CleanSpark, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: GRIID Infrastructure Inc. Commission File No. 001-39872 July 2, 2024 The following communication was made available by CleanSpark, Inc. (“CleanSpark”) as a press release on July 2, 2024, in connection with the potential |
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| July 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 GRIID Infrastructure Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39872 85-3477678 (State or Other Jurisdiction of Incorporation) (Commission |
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| July 2, 2024 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among CLEANSPARK, INC., TRON MERGER SUB, INC. and GRIID INFRASTRUCTURE INC. Dated as of June 26, 2024 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 1.1 Certain Definitions. 2 1.2 Terms Defined Elsewhere. 2 ARTICLE II THE MERGER 4 2.1 The Merger. 4 2.2 Closing. 4 2.3 Effect of the Merger. 4 2.4 Certificate of Incorporation of the Surviving Corporati |
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| July 2, 2024 |
Exhibit 10.1 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of June 26, 2024, is entered into by and between the undersigned stockholder (“Stockholder”) of GRIID Infrastructure Inc., a Delaware corporation (the “Company”), and CleanSpark, Inc., a Nevada corporation (“Parent”). Parent and Stockholder are each sometimes referred to herein individually as a “Party” and collective |
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| June 27, 2024 |
Form of Voting Agreement, dated June 26, 2024. Exhibit 10.2 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of June 26, 2024, is entered into by and between the undersigned stockholder (“Stockholder”) of GRIID Infrastructure Inc., a Delaware corporation (the “Company”), and CleanSpark, Inc., a Nevada corporation (“Parent”). Parent and Stockholder are each sometimes referred to herein individually as a “Party” and collective |
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| June 27, 2024 |
Filed by CleanSpark, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: GRIID Infrastructure Inc. Commission File No. 001-39872 June 27, 2024 The following communication was made available by CleanSpark, Inc. (“CleanSpark”) on X (formerly known as Twitter) on June 27, 2024, in connection wit |
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| June 27, 2024 |
CleanSpark Announces Agreement to Acquire GRIID Infrastructure Based on an enterprise value of $155 Million and Expansion Plans of over 400 MW in Tennessee As a result of the transaction Cleanspark expects to add over 400 MW in Tennessee over the next 2 years CleanSpark’s total announced, planned, and owned capacity now sits at over 1 GW of premium infrastructure in support of America’s rapidly advancing technological environment Las Vegas, June 27, 2024—CleanSpark Inc. |
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| June 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2024 GRIID Infrastructure Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39872 85-3477678 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 27, 2024 |
Exhibit 10.1 Execution Version CREDIT AGREEMENT Dated as of June 26, 2024 among GRIID INFRASTRUCTURE INC., as the Borrower, the other LOAN PARTIES from time to time party hereto, and CLEANSPARK, INC., as the Lender TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INTERPRETIVE PROVISIONS 1 1.1 Definitions. 1 1.2 Rules of Interpretation. 15 ARTICLE II the COMMITMENTS and Credit Extensions 17 2.1 Term Loa |
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| June 27, 2024 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among CLEANSPARK, INC., TRON MERGER SUB, INC. and GRIID INFRASTRUCTURE INC. Dated as of June 26, 2024 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 1.1 Certain Definitions. 2 1.2 Terms Defined Elsewhere. 2 ARTICLE II THE MERGER 4 2.1 The Merger. 4 2.2 Closing. 4 2.3 Effect of the Merger. 4 2.4 Certificate of Incorporation of the Surviving Corporati |
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| June 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 CleanSpark, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-39187 87-0449945 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| June 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 CleanSpark, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-39187 87-0449945 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| June 27, 2024 |
Exhibit 10.3 COLOCATION MINING SERVICES AGREEMENT This Colocation Mining Services Agreement (this “Agreement”) is made as of June 26, 2024 (the “Effective Date”), by and between GRIID Infrastructure Inc., a Delaware corporation with its principal place of business located at 2577 Duck Creek Road, Cincinnati, Ohio 45212 (“Service Provider”), and CleanSpark, Inc., a Nevada corporation with its princ |
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| June 27, 2024 |
Exhibit 99.1 CleanSpark Announces Agreement to Acquire GRIID Infrastructure Based on an enterprise value of $155 Million and Expansion Plans of over 400 MW in Tennessee As a result of the transaction CleanSpark expects to add over 400 MW in Tennessee over the next 2 years CleanSpark’s total announced, planned, and owned capacity now sits at over 1 GW of premium infrastructure in support of America |
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| June 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2024 GRIID Infrastructure Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39872 85-3477678 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 13, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2024 GRIID Infrastructure Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39872 85-3477678 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39872 GRIID INFRASTRUCTURE INC. |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-3 |
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| April 24, 2024 |
EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made on , 2024 by and between GRIID INFRASTRUCTURE, INC. |
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| April 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2024 GRIID Infrastructure Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 333-251641 85-3477678 (State or Other Jurisdiction of Incorporation) (Commissi |
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| April 17, 2024 |
Table of Contents As filed with the Securities and Exchange Commission on April 16, 2024. |
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| April 16, 2024 |
As filed with the Securities and Exchange Commission on April 16, 2024 As filed with the Securities and Exchange Commission on April 16, 2024 Registration No. |
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| April 16, 2024 |
Exhibit 99.5 INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE GRIID INFRASTRUCTURE INC. 2023 OMNIBUS INCENTIVE COMPENSATION PLAN * * * * * Grantee: Grant Date: Per Share Exercise Price: $ Number of Shares subject to this Option: * * * * * THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Griid Infrastructure I |
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| April 16, 2024 |
Deposit Account Control Agreement ("DACA") - Customers Account Exhibit 10.33 Deposit Control Account Agreement Deposit Control Account Agreement dated as of 03/28/, 2022 ("Deposit Control Account Agreement") among GRIID Infrastructure LLC ("Depositor"), Customers Bank ("Depository Institution"), and Blockchain Access UK Limited, as agent (“Agent”). Preliminary Statements. Pursuant to the terms and conditions of that certain Third Amended and Restated Credit A |
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| April 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39872 GRIID INFRASTRU |
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| April 16, 2024 |
Exhibit 99.2 RESTRICTED STOCK AGREEMENT PURSUANT TO THE GRIID INFRASTRUCTURE INC. 2023 OMNIBUS INCENTIVE COMPENSATION PLAN * * * * * Grantee: Grant Date: Number of Shares of Restricted Stock Granted: * * * * * THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Griid Infrastructure Inc., a Delaware corporation (the |
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| April 16, 2024 |
Exhibit 99.3 RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE GRIID INFRASTRUCTURE INC. 2023 OMNIBUS INCENTIVE COMPENSATION PLAN * * * * * Grantee: Grant Date: Number of Restricted Stock Units Granted: * * * * * THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Griid Infrastructure Inc., a Delaware corporation ( |
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| April 16, 2024 |
Deposit Account Control Agreement ("DACA") - Coinbase Account Exhibit 10.34 ACCOUNT CONTROL AGREEMENT This ACCOUNT CONTROL AGREEMENT dated as of July 31, 2023, ("Agreement"), is made by and among GRIID INFRASTRUCTURE LLC, a Delaware limited liability company (the “Borrower”), BLOCKCHAIN ACCESS UK LTD., a company organized and existing under the laws of England and Wales, as the agent under the Guaranty and Security Agreement referred to below (the “Agent”), |
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| April 16, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-8 (Form Type) GRIID INFRASTRUCTURE INC. |
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| April 16, 2024 |
Exhibit 99.4 NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE GRIID INFRASTRUCTURE INC. 2023 OMNIBUS INCENTIVE COMPENSATION PLAN Grantee: Grant Date: Per Share Exercise Price: $ Number of Shares subject to this Option: THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Griid Infrastructure Inc., a Delaw |
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| April 16, 2024 |
GRIID Infrastructure Inc Dodd-Frank Clawback Policy Exhibit 97.1 Adit EdTech Acquisition Corp. Compensation Clawback Policy Adopted November 10, 2023 Purpose The Board of Directors (the “Board”) of Adit EdTech Acquisition Corp. (the “Corporation”) has adopted this compensation clawback policy (the “Policy”) which provides for the recoupment of incentive-based compensation in the event of an accounting restatement. This Policy is intended to comply |
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| April 1, 2024 |
SEC File Number: 001-39872 CUSIP Number: 398501106 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) GRIID Infrastructure Inc. (f/k/a Adit EdTech Acquisition Corp.) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class o |
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| February 14, 2024 |
CA:GRDI / Griid Infrastructure Inc. / Adit EdTech Sponsor, LLC - SC 13G/A Passive Investment SC 13G/A 1 d778378dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* GRIID Infrastructure Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 398501106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check th |
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| January 30, 2024 |
GRIID INFRASTRUCTURE INC. 2577 DUCK CREEK ROAD CINCINNATI, OH 45212 January 30, 2024 GRIID INFRASTRUCTURE INC. 2577 DUCK CREEK ROAD CINCINNATI, OH 45212 January 30, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549 Attn: Lauren Pierce and Jeff Kauten Re: GRIID Infrastructure Inc. Registration Statement on Form S-1 Filed January 9, 2024, as amended on January 29, 2024 (File No. 333-276445) Ladies a |
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| January 29, 2024 |
Troutman Pepper Hamilton Sanders LLP 875 Third Avenue New York, NY 10022 troutman. |
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| January 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 29, 2024 GRIID Infrastructure Inc. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Commiss |
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| January 29, 2024 |
GRIID to Begin Trading on Nasdaq Global Market Under Ticker “GRDI” Exhibit 99.1 GRIID to Begin Trading on Nasdaq Global Market Under Ticker “GRDI” CINCINNATI, Jan. 29, 2024 — GRIID Infrastructure Inc. (“GRIID” or the “Company”) (NASDAQ: GRDI) (NEO: GRDI), an American infrastructure company that operates vertically integrated bitcoin mining facilities leveraging low-cost, low-carbon energy, announced that the company will begin trading its common stock and warrant |
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| January 29, 2024 |
Table of Contents As filed with the Securities and Exchange Commission on January 29, 2024. |
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| January 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 GRIID INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 85-3477678 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification |
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| January 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 GRIID INFRASTRUCTURE INC. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 398501106 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| January 9, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) GRIID Infrastructure Inc. |
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| January 9, 2024 |
Table of Contents As filed with the Securities and Exchange Commission on January 9, 2024. |
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| January 8, 2024 |
EX-99.1 2 d101220dex991.htm EX-99.1 CUSIP No. 398501 106 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Griid Infrastructure Inc. and that this Agreement |
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| January 8, 2024 |
EX-99.1 2 d104662dex991.htm EX-99.1 CUSIP No. 398501 106 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Griid Infrastructure Inc. and that this Agreement |
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| January 8, 2024 |
CA:GRDI / Griid Infrastructure Inc. / Kelly James Donald III - SC 13D Activist Investment SC 13D 1 d101220dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GRIID INFRASTRUCTURE INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 398501 106 (CUSIP Number) James D. Kelly III Griid Infrastructure Inc. 2577 Duck Creek Road Cincinnati, O |
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| January 8, 2024 |
CA:GRDI / Griid Infrastructure Inc. / Zaccagnino Tom - SC 13D Activist Investment SC 13D 1 d104662dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GRIID INFRASTRUCTURE INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 398501 106 (CUSIP Number) Thomas J. Zaccagnino 4521 PGA Blvd. No. 416 Palm Beach Gardens, FL 33418 (617)- |
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| January 2, 2024 |
Exhibit 4.4 THIS NOTE, AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE, HAVE NOT, AS OF THE DATE HEREOF, BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UND |
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| January 2, 2024 |
Exhibit 99.1 GRIID INFRASTRUCTURE LLC AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (amounts in thousands, except unit amounts) (Unaudited) September 30, December 31, 2023 (Unaudited) 2022 Assets Current assets Cash $ 491 $ 646 Other receivables 220 295 Cryptocurrencies 134 51 Notes receivable 1,439 — Finance lease right-of-use asset, current 1 1 Prepaid expenses and other current assets 189 178 To |
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| January 2, 2024 |
Letter from Marcum LLP to the SEC, dated January 2, 2024. Exhibit 16.1 January 2, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by GRIID Infrastructure Inc. under Item 4.01 of its Form 8-K dated January 2, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Adit EdTech Acquisition Co |
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| January 2, 2024 |
Exhibit 4.5 [SECOND] AMENDED AND RESTATED PROMISSORY NOTE FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, GRIID INFRASTRUCTURE LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to pay to the order of [] (the “Noteholder,” and together with the Borrower, the “Parties”), the principal amount of [] dollars ($[]), together with al |
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| January 2, 2024 |
Exhibit 21.1 SUBSIDIARIES The following are significant subsidiaries of the Registrant as of December 31, 2023 and the states or jurisdictions in which they are organized. Each subsidiary is indented beneath its principal parent. The Registrant owns, directly or indirectly, 100% of the voting securities of all of the subsidiaries included below. Subsidiary State of Incorporation Griid Holdco LLC D |
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| January 2, 2024 |
Exhibit 10.3 INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 29, 2023, by and among Griid Infrastructure Inc. (f/k/a Adit EdTech Acquisition Corp.), a Delaware corporation, (the “Company”) and the parties listed as Investors on Schedule I hereto (each, including any person or entity who hereinafter becomes a party to this Agreement pursuan |
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| January 2, 2024 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADIT EDTECH ACQUISITION CORP. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Adit EdTech Acquisition Corp., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its duly authorized officer, hereby certifies as follows: 1. The present name of the Corporation is “Adit E |
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| January 2, 2024 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF GRIID INFRASTRUCTURE INC. ARTICLE I OFFICES 1.1 Registered Office. The registered office of Griid Infrastructure Inc. (the “Corporation”) in the State of Delaware shall be established and maintained at c/o PHS Corporate Services, Inc., 1313 N. Market Street, Suite 5100, Wilmington, New Castle, Delaware 19801 and PHS Corporate Services, Inc. shall be the r |
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| January 2, 2024 |
Code of Business Conduct and Ethics of GRIID Infrastructure Inc., effective December 29, 2023. Exhibit 14.1 Adopted: December 29, 2023 GRIID INFRASTRUCTURE INC. CODE OF BUSINESS CONDUCT AND ETHICS I. Introduction In accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange Listed Company Manual, this Code of Business Conduct and Ethics (this “Code”) has been adopted by the Board of Directors (the “Board”) of GRIID Infrastruct |
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| January 2, 2024 |
Exhibit 4.2 NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT, IF AVAILABL |
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| January 2, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Unless the context indicates otherwise, references in this unaudited pro forma condensed combined financial information to the “Company,” “GRIID,” “we,” “us,” “our” and similar terms refer to GRIID Infrastructure Inc. (f/k/a Adit EdTech Acquisition Corp.) and its consolidated subsidiaries. References to “Adit” refer to our p |
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| January 2, 2024 |
Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made and entered into as of , 2023, by and between GRIID Infrastructure Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of officers |
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| January 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 26, 2023 GRIID Infrastructure Inc. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Commis |
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| January 2, 2024 |
Exhibit 99.4 GRIID Common Stock Listed on Cboe Canada after Completion of Business Combination with Adit EdTech Acquisition Corp. • GRIID Infrastructure Inc.’s common stock will begin trading on Cboe Canada under the ticker symbol “GRDI” • The business combination between GRIID and Adit EdTech Acquisition Corp. (“Adit EdTech”) represents a pro forma combined company enterprise value of approximate |
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| January 2, 2024 |
GRIID Infrastructure and Adit EdTech Acquisition Corp. Complete Business Combination Exhibit 99.3 GRIID Infrastructure and Adit EdTech Acquisition Corp. Complete Business Combination GRIID’s common stock expected to begin trading on Cboe Canada on Jan. 2, 2024, under ticker symbol “GRDI” CINCINNATI, Dec. 29, 2023 — GRIID Infrastructure Inc. (“GRIID” or the “Company”), an American bitcoin mining company that leverages a low-cost, low-carbon energy mix to manage and operate vertical |
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| January 2, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC ("NYSE American" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Common Stock; Units, each consisting of one share of common stock, and one-half of one redeemable warrant; Redeemable Warrants, each whole warrant exercisable for shares of common stock at an exercise price of $11. |
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| January 2, 2024 |
Exhibit 10.2 GRIID INFRASTRUCTURE INC. 2023 OMNIBUS INCENTIVE COMPENSATION PLAN Article 1 Effective Date, Objectives and Duration 1.1. Adoption of the Plan. The Board of Directors of Griid Infrastructure Inc., a Delaware corporation (the “Company”), adopted the Griid Infrastructure Inc. 2023 Omnibus Incentive Compensation Plan (the “Plan”) on December 29, 2023 (the “Effective Date”), subject to ap |
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| December 22, 2023 |
OMB APPROVAL OMB Number: 3235-0080 Expires: May 31, 2024 Estimated average burden hours per response 1. |
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| December 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 30, 2023 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Co |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-39872 ADIT EDTECH ACQUISITION CORP. (Exact Nam |
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| November 3, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-261880 PROXY STATEMENT FOR SPECIAL MEETING IN LIEU OF THE 2021, 2022 AND 2023 ANNUAL MEETINGS OF STOCKHOLDERS OF ADIT EDTECH ACQUISITION CORP. Dear Stockholders of Adit EdTech Acquisition Corp.: You are cordially invited to attend the special meeting in lieu of the 2021, 2022 and 2023 annual meetings (the “special me |
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| November 1, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on October 3 1 , 2023. |
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| November 1, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) ADIT EDTECH ACQUISITION CORP. |
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| November 1, 2023 |
Adit EdTech Acquisition Corp. 1345 Avenue of Americas, 33rd Floor New York, New York 10105 Adit EdTech Acquisition Corp. 1345 Avenue of Americas, 33rd Floor New York, New York 10105 November 1, 2023 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Attn: Melissa Walsh, Stephen Krikorian, Charli Gibbs-Tabler, Matthew Derby Re: Adit EdTech Acquisition Corp. Amendment No. 13 to Registration Statement on Form S-4 File |
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| November 1, 2023 |
Consent of Lincoln International LLC. Exhibit 99.2 October 31, 2023 Board of Directors Adit EdTech Acquisition Corp. 1345 Avenue of the Americas, 33rd Floor New York, NY 10105 Re: Amendment No. 13 to Form S-4 of Adit EdTech Acquisition Corp, filed October 31, 2023 (the “Amended Registration Statement”) Members of the Board of Directors: Reference is made to our opinion letter, dated November 29, 2021 (“Opinion Letter”), with respect t |
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| November 1, 2023 |
Form of Proxy for Stockholders of Adit EdTech Acquisition Corp. Exhibit 99.1 |
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| October 30, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) ADIT EDTECH ACQUISITION CORP. |
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| October 30, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on October 27 , 2023. |
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| October 30, 2023 |
Consent of Lincoln International LLC. Exhibit 99.2 October 27, 2023 Board of Directors Adit EdTech Acquisition Corp. 1345 Avenue of the Americas, 33rd Floor New York, NY 10105 Re: Amendment No. 12 to Form S-4 of Adit EdTech Acquisition Corp, filed October 27, 2023 (the “Amended Registration Statement”) Members of the Board of Directors: Reference is made to our opinion letter, dated November 29, 2021 (“Opinion Letter”), with respect t |
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| October 30, 2023 |
Form of Proxy for Stockholders of Adit EdTech Acquisition Corp. Exhibit 99.1 |
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| October 27, 2023 |
BEIJING BOSTON BRUSSELS DUBAI FRANKFURT JOHANNESBURG LONDON LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO SEOUL SHANGHAI WASHINGTON Covington & Burling LLP The New York Times Building 620 Eighth Avenue New York, NY 10018-1405 T +1 212 841 1000 October 27, 2023 VIA EDGAR U. |
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| October 20, 2023 |
October 20, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Melissa Walsh Stephen Krikorian Charli Gibbs-Tabler Matthew Derby Re: Adit EdTech Acquisition Corp. Amendment No. 11 to Registration Statement on Form S-4 Filed October 4, 2023 File No. 333-261880 Ladies and Gentlemen: On behalf of |
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| October 5, 2023 |
Form of Proxy for Stockholders of Adit EdTech Acquisition Corp. Exhibit 99.1 |
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| October 5, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) ADIT EDTECH ACQUISITION CORP. |
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| October 5, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on October 4 , 2023. |
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| October 5, 2023 |
Consent of Lincoln International LLC. Exhibit 99.2 October 4, 2023 Board of Directors Adit EdTech Acquisition Corp. 1345 Avenue of the Americas, 33rd Floor New York, NY 10105 Re: Amendment No. 11 to Form S-4 of Adit EdTech Acquisition Corp, filed October 4, 2023 (the “Amended Registration Statement”) Members of the Board of Directors: Reference is made to our opinion letter, dated November 29, 2021 (“Opinion Letter”), with respect to |
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| October 4, 2023 |
Covington & Burling LLP The New York Times Building 620 Eighth Avenue New York, NY 10018-1405 T +1 212 841 1000 October 4, 2023 VIA EDGAR U. |
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| October 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 29, 2023 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (C |
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| October 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 29, 2023 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (C |
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| September 13, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) ADIT EDTECH ACQUISITION CORP. |
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| September 13, 2023 |
Consent of Lincoln International LLC. Exhibit 99.2 September 12, 2023 Board of Directors Adit EdTech Acquisition Corp. 1345 Avenue of the Americas, 33rd Floor New York, NY 10105 Re: Amendment No. 10 to Form S-4 of Adit EdTech Acquisition Corp, filed September 12, 2023 (the “Amended Registration Statement”) Members of the Board of Directors: Reference is made to our opinion letter, dated November 29, 2021 (“Opinion Letter”), with respe |
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| September 13, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on September 12 , 2023. |
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| September 13, 2023 |
Form of Proxy for Stockholders of Adit EdTech Acquisition Corp. Exhibit 99.1 |
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| September 12, 2023 |
Covington & Burling LLP The New York Times Building 620 Eighth Avenue New York, NY 10018-1405 T +1 212 841 1000 September 12, 2023 VIA EDGAR U. |
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| August 14, 2023 |
Amended and Restated Certificate of Incorporation, as amended EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADIT EDTECH ACQUISITION CORP. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Adit EdTech Acquisition Corp., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its President, hereby certifies as follows: 1. The name of the Corporation is “Adit EdTech Acquisition Corp |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-39872 ADIT EDTECH ACQUISITION CORP. (Exact Name of |
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| August 7, 2023 |
Consent of Lincoln International LLC. EX-99.2 Exhibit 99.2 August 7, 2023 Board of Directors Adit EdTech Acquisition Corp. 1345 Avenue of the Americas, 33rd Floor New York, NY 10105 Re: Amendment No. 9 to Form S-4 of Adit EdTech Acquisition Corp, filed August 7, 2023 (the “Amended Registration Statement”) Members of the Board of Directors: Reference is made to our opinion letter, dated November 29, 2021 (“Opinion Letter”), with respec |
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| August 7, 2023 |
As filed with the Securities and Exchange Commission on August 7, 2023. Registration No. 333-261880 UNITED STATES SECURITIES AND EXCHANGE COM MI SSI ON Washington, D.C. 20549 Amendment No. 9 t o FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ADIT EDTECH ACQUISITION CORP. (Exact name of Registrant as specified in its charter) Delaware 6770 85-3477678 (State or other jurisdiction o |
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| August 7, 2023 |
Form of Proxy for Stockholders of Adit EdTech Acquisition Corp. EX-99.1 Exhibit 99.1 |
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| August 7, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) ADIT EDTECH ACQUISITION CORP. |
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| August 7, 2023 |
BEIJING BOSTON BRUSSELS DUBAI FRANKFURT JOHANNESBURG LONDON LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO SEOUL SHANGHAI WASHINGTON Covington & Burling LLP The New York Times Building 620 Eighth Avenue New York, NY 10018-1405 T +1 212 841 1000 August 7, 2023 VIA EDGAR U. |
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| July 14, 2023 |
July 14, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Melissa Walsh Stephen Krikorian Charli Gibbs-Tabler Jan Woo Re: Adit EdTech Acquisition Corp. Amendment No. 7 to Registration Statement on Form S-4 Filed June 8, 2023 File No. 333-261880 Ladies and Gentlemen: On behalf of Adit EdTech Acq |
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| July 14, 2023 |
Form of Proxy for Stockholders of Adit EdTech Acquisition Corp. Exhibit 99.1 |
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| July 14, 2023 |
Consent of Lincoln International LLC. Exhibit 99.2 July 14, 2023 Board of Directors Adit EdTech Acquisition Corp. 1345 Avenue of the Americas, 33rd Floor New York, NY 10105 Re: Amendment No. 8 to Form S-4 of Adit EdTech Acquisition Corp, filed July 14, 2023 (the “Amended Registration Statement”) Members of the Board of Directors: Reference is made to our opinion letter, dated November 29, 2021 (“Opinion Letter”), with respect to the f |
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| July 14, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) ADIT EDTECH ACQUISITION CORP. |
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| July 14, 2023 |
As filed with the Securities and Exchange Commission on July 14, 2023. Registration No. 333-261880 UNITED STATES SECURITIES AND EXCHANGE COM MI SSI ON Washington, D.C. 20549 Amendment No. 8 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ADIT EDTECH ACQUISITION CORP. (Exact name of Registrant as specified in its charter) Delaware 6770 85-3477678 (State or other jurisdiction of |
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| July 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2023 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Commis |
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| July 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2023 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Commis |
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| July 13, 2023 |
EX-10.1 Exhibit 10.1 THIS AMENDED AND RESTATED NOTE (THIS “NOTE”) HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST, THE ISSUER OF THIS NOTE WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL IS |
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| July 13, 2023 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF SECOND AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADIT EDTECH ACQUISITION CORP. Adit EdTech Acquisition Corp. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies and submits the following Certificate of Amendment to its Amended and Restated Certif |
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| July 3, 2023 |
DEFA14A 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 Co |
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| July 3, 2023 |
DEFA14A 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 Co |
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| June 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2023 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Commis |
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| June 30, 2023 |
Exhibit 99.1 Adit EdTech Acquisition Corp. Announces Adjournment of Special Meeting to Approve Extension Proposal and NTA Proposal New York, NY (June 30, 2023) – Adit EdTech Acquisition Corp. (“ADEX”) (NYSE: ADEX, ADEXU, ADEXW) convened its special meeting of its stockholders on June 30, 2023, and a proposal to adjourn the meeting was approved. ADEX will continue to solicit additional proxies on t |
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| June 30, 2023 |
DEFA14A 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 Co |
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| June 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2023 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Commis |
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| June 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2023 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Commis |
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| June 12, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2023 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Co |
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| June 8, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) ADIT EDTECH ACQUISITION CORP. |
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| June 8, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on June 7 , 2023. |
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| June 8, 2023 |
Consent of Lincoln International LLC. EX-99.2 Exhibit 99.2 June 7, 2023 Board of Directors Adit EdTech Acquisition Corp. 1345 Avenue of the Americas, 33rd Floor New York, NY 10105 Re: Amendment No. 7 to Form S-4 of Adit EdTech Acquisition Corp, filed June 7, 2023 (the “Amended Registration Statement”) Members of the Board of Directors: Reference is made to our opinion letter, dated November 29, 2021 (“Opinion Letter”), with respect to |
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| June 8, 2023 |
Form of Proxy for Stockholders of Adit EdTech Acquisition Corp. Exhibit 99.1 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. IMMEDIATE Vote by - Internet 24 Hours — a QUICK Day, 7 Days a Week EASY or by Mail ADIT EDTECH ACQUISITION CORP. to Your vote Internet your shares vote authorizes in the same the manner named as proxies if you Votes marked, submitted signed and electronically returned your over proxy the Internet card. must [•], 2023. be received by 11:59 p.m |
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| June 7, 2023 |
Covington & Burling LLP BEIJING BRUSSELS DUBAI FRANKFURT JOHANNESBURG LONDON LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO SEOUL SHANGHAI WASHINGTON The New York Times Building 620 Eighth Avenue New York, NY 10018-1405 T +1 212 841 1000 June 7, 2023 VIA EDGAR U. |
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| May 30, 2023 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 16, 2023 |
PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-39872 ADIT EDTECH ACQUISITION CORP. (Exact Name of |
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| May 5, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) ADIT EDTECH ACQUISITION CORP. |
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| May 5, 2023 |
Amended and Restated Promissory Note, issued March 12, 2023. EX-4.7 Exhibit 4.7 THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TR |
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| May 5, 2023 |
Consent of Lincoln International LLC. EX-99.2 6 d248179dex992.htm EX-99.2 Exhibit 99.2 May 5, 2023 Board of Directors Adit EdTech Acquisition Corp. 1345 Avenue of the Americas, 33rd Floor New York, NY 10105 Re: Amendment No. 6 to Form S-4 of Adit EdTech Acquisition Corp, filed May 5, 2023 (the “Amended Registration Statement”) Members of the Board of Directors: Reference is made to our opinion letter, dated November 29, 2021 (“Opinion |
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| May 5, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on May 5, 2023. |
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| May 5, 2023 |
Form of Proxy for Stockholders of Adit EdTech Acquisition Corp. EX-99.1 Exhibit 99.1 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. IMMEDIATE Vote by - Internet 24 Hours — a QUICK Day, 7 Days a Week EASY or by Mail ADIT EDTECH ACQUISITION CORP. to Your vote Internet your shares vote authorizes in the same the manner named as proxies if you Votes marked, submitted signed and electronically returned your over proxy the Internet card. must [•], 2023. be received by 1 |
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| May 5, 2023 |
May 5, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Melissa Walsh Stephen Krikorian Charli Gibbs-Tabler Jan Woo Re: Adit EdTech Acquisition Corp. Amendment No. 5 to Registration Statement on Form S-4 Filed April 6, 2023 File No. 333-261880 Ladies and Gentlemen: On behalf of Adit EdTech Acqu |
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| April 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 5, 2023 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Commis |
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| April 7, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 5, 2023 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Co |
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| April 6, 2023 |
Consent of Lincoln International LLC. Exhibit 99.2 April 6, 2023 Board of Directors Adit EdTech Acquisition Corp. 1345 Avenue of the Americas, 33rd Floor New York, NY 10105 Re: Amendment No. 5 to Form S-4 of Adit EdTech Acquisition Corp, filed April 6, 2023 (the “Amended Registration Statement”) Members of the Board of Directors: Reference is made to our opinion letter, dated November 29, 2021 (“Opinion Letter”), with respect to the f |
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| April 6, 2023 |
EX-10.23 Exhibit 10.23 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made and entered into as of [, 202], by and between GRIID Infrastructure Inc., a Delaware corporation (the “Company”), and [] (“Indemnitee”). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability o |
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| April 6, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) ADIT EDTECH ACQUISITION CORP. |
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| April 6, 2023 |
April 6, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Melissa Walsh Stephen Krikorian Charli Gibbs-Tabler Jan Woo Re: Adit EdTech Acquisition Corp. Amendment No. 4 to Registration Statement on Form S-4 Filed February 9, 2023 File No. 333-261880 Ladies and Gentlemen: On behalf of Adit EdTech |
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| April 6, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on April 6, 2023. |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39872 ADIT EDTECH ACQ |
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| March 28, 2023 |
Amended and Restated Certificate of Incorporation, as amended. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADIT EDTECH ACQUISITION CORP. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Adit EdTech Acquisition Corp., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its President, hereby certifies as follows: 1. The name of the Corporation is “Adit EdTech Acquisition Corp.” 2. T |
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| March 28, 2023 |
Amended and Restated Promissory Note, issued March 12, 2023. Exhibit 4.6 THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERR |
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| March 28, 2023 |
Exhibit 21.1 List of Subsidiaries of Adit EdTech Acquisition Corp. ADEX Merger Sub, LLC, a Delaware limited liability company |
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| March 13, 2023 |
Amended and Restated Promissory Note, issued March 12, 2023 EX-10.1 Exhibit 4.1 THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, T |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2023 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Commi |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2023 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Commi |
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| February 23, 2023 |
25 OMB APPROVAL OMB Number: 3235-0080 Expires: May 31, 2024 Estimated average burden hours per response 1. |
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| February 17, 2023 |
ADEX / Adit EdTech Acquisition Corp / Adit EdTech Sponsor, LLC - SC 13G Passive Investment SC 13G 1 d429704dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Adit EdTech Acquisition Corp. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 007024102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriat |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ADIT EDTECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 85-3477678 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificati |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 13, 2023 ADIT EDTECH ACQUISITION CORP. (Exact name of registrant as specified in charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Commis |
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| February 14, 2023 |
425 1 d463400d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 13, 2023 ADIT EDTECH ACQUISITION CORP. (Exact name of registrant as specified in charter) Delaware 001-39872 85-3477678 (State or other jurisdiction |
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| February 14, 2023 |
Adit EdTech Acquisition Corp. Transfers Listing to NYSE American LLC Exhibit 99.1 Adit EdTech Acquisition Corp. Transfers Listing to NYSE American LLC NEW YORK, February 13, 2023 — Adit EdTech Acquisition Corp. (NYSE: ADEX, ADEX-WS, ADEX-U) (“ADEX” or the “Company”), a special purpose acquisition company, announced today that it expects to transfer the listing of its common stock, units and warrants from The New York Stock Exchange (the “NYSE”) to the NYSE American |
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| February 10, 2023 |
ADEX / Adit EdTech Acquisition Corp / ARISTEIA CAPITAL LLC Passive Investment SC 13G/A 1 sc13gaaditedtech.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Adit EdTech Acquisition Corp. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 007024102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Chec |
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| February 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2023 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Com |
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| February 10, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2023 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) |
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| February 9, 2023 |
EX-10.30 THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD BE COMPETITIVELY HARMFUL TO THE COMPANY IF DISCLOSED Exhibit 10.30 Adit EdTech Acquisition Corp. 1345 Avenue of the Americas, 33rd Floor New York, New York 10105 December 6, 2022 EarlyBirdCapital, Inc. 366 Madison Avenue New York, Ne |
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| February 9, 2023 |
EX-10.28 14 d248179dex1028.htm EX-10.28 THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD BE COMPETITIVELY HARMFUL TO THE COMPANY IF DISCLOSED Exhibit 10.28 TVA Contract No. 111815898 Interruptible Power Product Agreement (Rolling Term) Underlined terms used in this Interruptible Power Produ |
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| February 9, 2023 |
February 9, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Melissa Walsh Stephen Krikorian Charli Gibbs-Tabler Jan Woo Re: Adit EdTech Acquisition Corp. Amendment No. 3 to Registration Statement on Form S-4 Filed December 7, 2022 File No. 333-261880 Ladies and Gentlemen: On behalf of Adit EdT |
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| February 9, 2023 |
EX-10.26 12 d248179dex1026.htm EX-10.26 THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD BE COMPETITIVELY HARMFUL TO THE COMPANY IF DISCLOSED Exhibit 10.26 LENOIR CITY UTILITIES BOARD ELECTRIC SERVICE CONTRACT FOR CUSTOMERS USING 5001 TO 15,000 KW (Ava Data, LLC) #1 Revision #1 THIS AGREEME |
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| February 9, 2023 |
EX-10.8.1 THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD BE COMPETITIVELY HARMFUL TO THE COMPANY IF DISCLOSED Exhibit 10.8.1 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT among GRIID INFRASTRUCTURE LLC as Borrower, the Lenders from time to time party hereto, and Blockchain Access UK Limite |
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| February 9, 2023 |
EX-4.2 THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD BE COMPETITIVELY HARMFUL TO THE COMPANY IF DISCLOSED Exhibit 4.2 THIS WARRANT FOR CLASS B UNITS (THIS “WARRANT”) AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AM |
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| February 9, 2023 |
Consent of Lincoln International LLC. EX-99.2 21 d248179dex992.htm EX-99.2 Exhibit 99.2 February 9, 2023 Board of Directors Adit EdTech Acquisition Corp. 1345 Avenue of the Americas, 33rd Floor New York, NY 10105 Re: Amendment No. 4 to Form S-4 of Adit EdTech Acquisition Corp, filed February 9, 2023 (the “Amended Registration Statement”) Members of the Board of Directors: Reference is made to our opinion letter, dated November 29, 202 |
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| February 9, 2023 |
EX-10.7 5 d248179dex107.htm EX-10.7 THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD BE COMPETITIVELY HARMFUL TO THE COMPANY IF DISCLOSED Exhibit 10.7 AMENDMENT TO POWER SUPPLY CONTRACT This Amendment to the Power Supply Contract (“Amendment”) is between the Knoxville Utilities Board (herei |
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| February 9, 2023 |
Griid Infrastructure Equity Plan LLC Profits Interest Plan. EX-10.22 Exhibit 10.22 GRIID INFRASTRUCTURE EQUITY PLAN LLC PROFITS INTEREST PLAN 1. Purpose. This Griid Infrastructure Equity Plan LLC Profits Interest Plan (this “Plan”) is intended to further the growth and success of Griid Infrastructure LLC, a Delaware limited liability company (“Griid”), and its Subsidiaries by enabling Service Providers to acquire equity interests in Griid Infrastructure Eq |
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| February 9, 2023 |
EX-10.31 Exhibit 10.31 DEUCALION PARTNERS, LLC 555 Madison Avenue, 5th Floor New York, New York 10022 CONFIDENTIAL April 17, 2021 Griid Infrastructure LLC 2577 Duck Creek Road Cincinnati, OH 45212 Attn: James D. Kelly III, Founder & CEO Dear Trey: The purpose of this letter is to confirm the engagement of Deucalion Partners, LLC, a Delaware limited liability company (“Deucalion”), to act as sole a |
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| February 9, 2023 |
EX-10.18 THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD BE COMPETITIVELY HARMFUL TO THE COMPANY IF DISCLOSED Exhibit 10.18 August 23, 2019 Michael W. Hamilton [***] Dear Michael: On behalf of Griid Infrastructure LLC, a Delaware limited liability company (“Griid” or the “Company”), I am p |
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| February 9, 2023 |
EX-10.10.1 THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD BE COMPETITIVELY HARMFUL TO THE COMPANY IF DISCLOSED Exhibit 10.10.1 AMENDMENT ONE TO THE BONANZA MINE SUPPLY AGREEMENT This AMENDMENT ONE (this “Amendment”) to the Bonanza Mine Supply Agreement between Intel Corporation (“Intel”) |
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| February 9, 2023 |
EX-10.20 10 d248179dex1020.htm EX-10.20 THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD BE COMPETITIVELY HARMFUL TO THE COMPANY IF DISCLOSED Exhibit 10.20 AMENDED AND RESTATED MINING SERVICES AGREEMENT This Amended and Restated Mining Services Agreement (this “Agreement”) is made as of Oct |
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| February 9, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on February 9, 2023. |
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| February 9, 2023 |
EX-10.32 18 d248179dex1032.htm EX-10.32 THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD BE COMPETITIVELY HARMFUL TO THE COMPANY IF DISCLOSED Exhibit 10.32 CONSULTING AGREEMENT This Consulting Agreement, entered into on 18 August 2021 (the “Effective Date”), is Between: ADIT EDTECH ACQUISIT |
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| February 9, 2023 |
EX-10.5 THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD BE COMPETITIVELY HARMFUL TO THE COMPANY IF DISCLOSED Exhibit 10.5 Power Supply Contract Manufacturing Service Rate Schedule MSB (Greater than 5,000 kW but not more than 15,000 kW) Customer Name: Union Data LLC (“Customer”) Customer Ad |
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| February 9, 2023 |
EX-10.9 Exhibit 10.9 Execution Copy THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD BE COMPETITIVELY HARMFUL TO THE COMPANY IF DISCLOSED DEVELOPMENT AND OPERATION AGREEMENT This Development and Operation Agreement (this “Agreement”) is entered into as of August 31, 2021 (the “Effective Dat |
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| February 9, 2023 |
EX-10.6 4 d248179dex106.htm EX-10.6 THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD BE COMPETITIVELY HARMFUL TO THE COMPANY IF DISCLOSED Exhibit 10.6 AMENDMENT TO POWER SUPPLY CONTRACT This Amendment to the Power Supply Contract (“Amendment”) is between the Knoxville Utilities Board (herei |
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| February 9, 2023 |
EX-10.31.1 Exhibit 10.31.1 Execution Version FIRST AMENDMENT TO ENGAGEMENT LETTER AGREEMENT This First Amendment (this “Amendment”) is made and entered into as of November 14, 2022, by and between Deucalion Partners, LLC, a Delaware limited liability company (“Deucalion”) and Griid Infrastructure LLC, a Delaware limited liability company (collectively with its principals, affiliates and direct and |
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| February 9, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) ADIT EDTECH ACQUISITION CORP. |
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| February 9, 2023 |
Electric Service Contract #2, dated as of June 1, 2022, by and between Ava Data, LLC and Lenoir EX-10.27 THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD BE COMPETITIVELY HARMFUL TO THE COMPANY IF DISCLOSED Exhibit 10.27 LENOIR CITY UTILITIES BOARD ELECTRIC SERVICE CONTRACT FOR CUSTOMERS USING 5001 TO 15,000 KW (Ava Data, LLC) #2 Revision #1 THIS AGREEMENT, made as of this 1st day of |
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| February 8, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 7, 2023 ADIT EDTECH ACQUISITION CORP. (Exact name of registrant as specified in charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Commiss |
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| February 8, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 7, 2023 ADIT EDTECH ACQUISITION CORP. (Exact name of registrant as specified in charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Com |
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| January 17, 2023 |
425 1 d431426d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2023 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdict |
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| January 17, 2023 |
Exhibit 10.1 THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST, THE ISSUER OF THIS NOTE WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD |
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| January 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2023 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Com |
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| December 28, 2022 |
ADEX / Adit EdTech Acquisition Corp / Radcliffe Capital Management, L.P. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) Adit EdTech Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 007024102 (CUSIP Numb |
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| December 27, 2022 |
EX-3.1 2 d415757dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADIT EDTECH ACQUISITION CORP. Adit EdTech Acquisition Corp. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies and submits the following Certificate of Amendment to its Amended |
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| December 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2022 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Co |
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| December 27, 2022 |
425 1 d415757d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2022 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdic |
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| December 19, 2022 |
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 |
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| December 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2022 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Co |
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| December 15, 2022 |
Adit EdTech Acquisition Corp. Announces Adjournment of Special Meeting to Approve Extension Proposal EX-99.1 2 d421459dex991.htm EX-99.1 Exhibit 99.1 Adit EdTech Acquisition Corp. Announces Adjournment of Special Meeting to Approve Extension Proposal New York, NY (December 15, 2022) – Adit EdTech Acquisition Corp. (“ADEX”) (NYSE: ADEX, ADEXU, ADEXW) convened its special meeting of its stockholders on December 14, 2022, and a proposal to adjourn the meeting was approved. ADEX will continue to soli |
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| December 15, 2022 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2022 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Co |
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| December 14, 2022 |
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 |
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| December 7, 2022 |
EX-10.27 Exhibit 10.27 LENOIR CITY UTILITIES BOARD ELECTRIC SERVICE CONTRACT FOR CUSTOMERS USING 5001 TO 15,000 KW (Ava Data, LLC) #2 Revision #1 THIS AGREEMENT, made as of this 1st day of June 2022, by and between Ava Data, LLC (hereinafter called “CUSTOMER”), and LENOIR CITY UTILITIES BOARD (hereinafter called “BOARD”). 1. BOARD will supply, and CUSTOMER will receive and purchase, all electric p |
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| December 7, 2022 |
EX-10.8 8 d248179dex1081.htm EX-10.8.2 Exhibit 10.8.2 SETTLEMENT AND RELEASE AGREEMENT This SETTLEMENT AND RELEASE AGREEMENT (this “Agreement”) is entered into as of October 9, 2022 (the “Effective Date”), by and among (i) GRIID Infrastructure LLC, a Delaware limited liability company (“GRIID”), Griid Holdings LLC, a Delaware limited liability company (“Holdings”), and those additional persons tha |
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| December 7, 2022 |
EX-10.30 Exhibit 10.30 Adit EdTech Acquisition Corp. 1345 Avenue of the Americas, 33rd Floor New York, New York 10105 December 6, 2022 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 Ladies and Gentlemen: Reference is made to that certain underwriting agreement (“Agreement”), dated January 11, 2021, between Adit EdTech Acquisition Corp., a Delaware corporation (“Company”), and E |
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| December 7, 2022 |
Table of Contents As filed with the Securities and Exchange Commission o n December 7 , 2022. |
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| December 7, 2022 |
Consent of Lincoln International LLC. EX-99.2 Exhibit 99.2 December 7, 2022 Board of Directors Adit EdTech Acquisition Corp. 1345 Avenue of the Americas, 33rd Floor New York, NY 10105 Re: Amendment No. 3 to Form S-4 of Adit EdTech Acquisition Corp, filed December 7, 2022 (the “Amended Registration Statement”) Members of the Board of Directors: Reference is made to our opinion letter, dated November 29, 2021 (“Opinion Letter”), with re |
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| December 7, 2022 |
Form of Warrant for Class B Units of GRIID Holdco LLC. EX-4.3 3 d248179dex43.htm EX-4.3 Exhibit 4.3 THIS WARRANT FOR CLASS B UNITS (THIS “WARRANT”) AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS P |
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| December 7, 2022 |
EX-10.20 10 d248179dex1020.htm EX-10.20 Exhibit 10.20 AMENDED AND RESTATED MINING SERVICES AGREEMENT This Amended and Restated Mining Services Agreement (this “Agreement”) is made as of October 9, 2022 (the “Effective Date”), by and between Griid Infrastructure LLC (“Operating Partner”) and Blockchain Capital Solutions (US), Inc. (“Customer”). Operating Partner and Customer are each referred to as |
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| December 7, 2022 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) ADIT EDTECH ACQUISITION CORP. |
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| December 7, 2022 |
December 7, 2022 VIA EDGAR AND FEDERAL EXPRESS U.S. Securities and Exchange Commission Division of Corporate Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Melissa Walsh Stephen Krikorian Patrick Faller Jan Woo Re: Adit EdTech Acquisition Corp. Amendment No. 2 to Registration Statement on Form S-4 Filed May 16, 2022 File No. 333-261880 Ladies and Gentlemen: On behalf |
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| December 7, 2022 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 6, 2022 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) |
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| December 7, 2022 |
EX-10.10.1 Exhibit 10.10.1 AMENDMENT ONE TO THE BONANZA MINE SUPPLY AGREEMENT This AMENDMENT ONE (this “Amendment”) to the Bonanza Mine Supply Agreement between Intel Corporation (“Intel”) and GRIID Infrastructure LLC, on behalf of itself and its Affiliates (“Company”) dated as of September 8, 2021, as may be amended from time to time (the “Agreement”), is entered into and effective as of Septembe |
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| December 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 6, 2022 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Com |
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| December 7, 2022 |
Form of GRIID Holdco LLC Promissory Note. EX-4.4 4 d248179dex44.htm EX-4.4 Exhibit 4.4 PROMISSORY NOTE FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, GRIID INFRASTRUCTURE LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to pay to the order of [NAME OF NOTEHOLDER] or its assigns (the “Noteholder,” and together with the Borrower, the “Parties”), the principal amount o |
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| December 7, 2022 |
EX-10.26 11 d248179dex1026.htm EX-10.26 Exhibit 10.26 LENOIR CITY UT[LITIES BOARD ELECTRIC SERVICE CONTRACT FOR CUSTOMERS USING 5001 TO 15,000 KW (Ava Data, LLC) #1 Revision #1 THIS AGREEMENT, made as of this 1st day of June 2022, by and between Ava Data, LLC (hereinafter called “CUSTOMER”), and LENOIR CITY UTILITIES BOARD (hereinafter called “BOARD”). 1. BOARD will supply, and CUSTOMER will recei |
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| December 7, 2022 |
EX-10.8.1 Exhibit 10.8.1 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT among GRIID INFRASTRUCTURE LLC as Borrower, the Lenders from time to time party hereto, and Blockchain Access UK Limited as Agent Dated as of October 9, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Accounting Terms and Determinations 29 Section 1.3 Time for Performance 29 Section 1.4 |
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| December 7, 2022 |
EX-10.28 Exhibit 10.28 TVA Contract No. 111815898 Interruptible Power Product Agreement (Rolling Term) Underlined terms used in this Interruptible Power Product (“IP Product”) Agreement are defined in the IP Product Terms and Conditions. Company’s authorized representative may receive assistance from Company’s power provider (“Distributor”) or from TVA customer service representatives; however, Co |
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| December 7, 2022 |
EX-4.2 Exhibit 4.2 THIS WARRANT FOR CLASS B UNITS (THIS “WARRANT”) AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND |
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| December 7, 2022 |
EX-1.1 Exhibit 1.1 Adit EdTech Acquisition Corp. 1345 Avenue of the Americas, 33rd Floor New York, New York 10105 December 6, 2022 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 Ladies and Gentlemen: Reference is made to that certain underwriting agreement (“Agreement”), dated January 11, 2021, between Adit EdTech Acquisition Corp., a Delaware corporation (“Company”), and Early |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-39872 ADIT EDTECH ACQUISITION CORP. (Exact Nam |
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| November 14, 2022 |
Table of Contents 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 |
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| November 14, 2022 |
Exhibit 10.1 SETTLEMENT AND RELEASE AGREEMENT This SETTLEMENT AND RELEASE AGREEMENT (this ?Agreement?) is entered into as of October 9, 2022 (the ?Effective Date?), by and among (i) GRIID Infrastructure LLC, a Delaware limited liability company (?GRIID?), Griid Holdings LLC, a Delaware limited liability company (?Holdings?), and those additional persons that are joined as a party to that certain E |
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| November 10, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2022 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Com |
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| November 10, 2022 |
EX-10.1 2 d415822dex101.htm EX-10.1 Exhibit 10.1 FORM OF VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of November 4, 2022, is among Adit EdTech Acquisition Corp., a Delaware corporation (the “ADEX”), and each of the undersigned stockholders (together with each such stockholder who executes a signature page to this Agreement after the date hereof, the “Stockholders”) of ADEX. |
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| November 10, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO 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 ? Co |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2022 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Com |
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| November 4, 2022 |
Covington & Burling LLP One CityCenter, 850 Tenth Street, NW Washington, DC 20001-4956 T +1 202 662 6000 November 4, 2022 VIA EDGAR U. |
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| November 4, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO 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 ? Co |
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| October 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 17, 2022 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Com |
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| October 19, 2022 |
Exhibit 2.1 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment (this ?Amendment?) is made and entered into as of October 17, 2022, by and among Adit EdTech Acquisition Corp., a Delaware corporation (?Acquiror?), ADEX Merger Sub, LLC, a Delaware limited liability company and wholly owned direct subsidiary of Acquiror (?Merger Sub?), and Griid Holdco LLC, a Delaware limited liabi |
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| October 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 17, 2022 Adit EdTech Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39872 85-3477678 (State or other jurisdiction of incorporation) (Com |
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| October 19, 2022 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ADIT EDTECH ACQUISITION CORP. ARTICLE I OFFICES 1.1 Registered Office. The registered office of Adit EdTech Acquisition Corp. (the ?Corporation?) in the State of Delaware shall be established and maintained at c/o PHS Corporate Services, Inc., 1313 N. Market Street, Suite 5100, Wilmington, New Castle, Delaware 19808 and PHS Corporate Services, Inc. shall |
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| October 19, 2022 |
Table of Contents 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 |
