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): December 23, 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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communication 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-commencements 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 Act:
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).
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 4.02|| |
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
Adit EdTech Acquisition Corp. (the Company) previously concluded it should revise its financial statements to classify all common stock subject to possible redemption (the public shares) in temporary equity. In accordance with ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity.
On December 23, 2021, the Companys management and the Audit Committee of the Companys board of directors concluded that the Companys previously issued (i) unaudited interim financial statements included in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on July 2, 2021, (ii) unaudited interim financial statements included in the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the SEC on August 10, 2021 and (iii) unaudited interim financial statements included in the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (the Third Quarter 10-Q), filed with the SEC on November 10, 2021 (collectively, the Affected Periods), in each case, should be restated, rather than revised, to report all public shares as temporary equity and should no longer be relied upon. As such, the Company intends to restate its financial statements for the Affected Periods in an amendment to its previously filed Third Quarter 10-Q reflecting the restatement for (i), (ii) and (iii) above, as soon as practicable.
The Company does not expect any of the above changes will have any impact on its previously reported total assets, results of operations or cash flows, on its cash position and cash held in the trust account established in connection with the Companys initial public offering or on its ability to consummate its previously announced merger with Griid Holdco LLC (GRIID).
After re-evaluation, the Companys management has also concluded that in light of the classification errors described above, a material weakness existed in the Companys internal control over financial reporting during and since the Affected Periods related to the accounting for complex financial instruments, and that the Companys disclosure controls and procedures were not effective as of March 31, 2021, June 30, 2021, or September 30, 2021. In light of the material weakness, the Company has enhanced its processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to its financial statements. The Companys plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among the Companys personnel and third-party professionals with whom it consults regarding complex accounting applications.
The Companys management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP, the Companys independent registered public accounting firm.
Important Information About the Merger and Where to Find It
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of GRIID, the combined company or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. The Company intends to file a Registration Statement on Form S-4 (the S-4 Registration Statement) containing a proxy statement/prospectus with the SEC. The proxy statement/prospectus will be sent to all Company stockholders. The Company also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of the Company are urged to read the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov.
Participants in Solicitation
Griid, the Company and their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the Companys directors and executive officers is available in the Companys Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on April 15, 2021. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Forward Looking Statements
This Current Report on Form 8-K includes forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements express a belief, expectation or intention and are generally accompanied by words that convey projected future events or outcomes such as believe, may, will, estimate, continue, anticipate, design, intend, expect, could, plan, potential, predict, seek, should, would or by variations of such words or by similar expressions. Such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Readers are cautioned not to rely too heavily on the forward-looking statements contained in this Current Report on Form 8-K. These forward looking statements speak only as of the date of this Current Report on Form 8-K. Except as required by law, the Company does not undertake any obligation, and specifically declines any obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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.|
|Chief Financial Officer|
Dated: December 23, 2021