SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 26, 2021
Adit EdTech Acquisition Corp.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
1345 Avenue of the Americas, 33rd Floor
New York, New York
|(Address of principal executive offices)||(Zip Code)|
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Name of each exchange
on which registered
|Units, each consisting of one share of common stock and one-half of one redeemable warrant||ADEX.U||The New York Stock Exchange|
|Common stock, par value $0.0001 per share||ADEX||The New York Stock Exchange|
|Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share||ADEX.WS||The New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On February 26, 2021, Adit EdTech Acquisition Corp. (the Company) announced that the holders of the Companys units sold in the Companys initial public offering (the Units) may elect to separately trade the shares of common stock, par value $0.0001 per share (Common Stock), and redeemable warrants included in the Units, commencing on March 3, 2021. Each Unit consists of one share of Common Stock and one-half of one redeemable warrant to purchase one share of Common Stock. Any Units not separated will continue to trade on the New York Stock Exchange (the NYSE) under the symbol ADEX.U. Any underlying shares of Common Stock and redeemable warrants that are separated will trade on the NYSE under the symbols ADEX and ADEX.WS, respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Companys transfer agent, in order to separate such holders Units into shares of Common Stock and redeemable warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
This report may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this report are forward-looking statements. When used in this report, words such as anticipate, believe, estimate, expect, intend and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to,
the Companys management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Companys filings with the Securities and Exchange Commission (the SEC). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Companys registration statements and prospectus relating to the Companys initial public offering filed with the SEC. Copies of such filings are available on the SECs website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
|99.1||Press Release, dated February 26, 2021.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Adit EdTech Acquisition Corp.|
|Date: February 26, 2021||By:||/s/ John J. DAgostino|
|Name:||John J. DAgostino|
|Title:||Chief Financial Officer|