Adit EdTech Acquisition Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1345 Avenue of the Americas, 33rd Floor

New York, New York

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))

Title of each class

Trading
Symbols

Name of each exchange

on which registered

Submission of Matters to a Vote of Security Holders.

The Merger Proposal—To approve and adopt the merger agreement, dated as of November 29, 2021 and as amended on December 23, 2021, October 17, 2022, and February 8, 2023, by and among the Company, ADEX Merger Sub, LLC, and Griid Holdco LLC (the “Merger Agreement”).

For

Against

Abstain

The Charter Amendment Proposal—To approve and adopt, assuming the other Condition Precedent Proposals (as defined below) are approved and adopted, an amendment to the Company’s amended and restated certificate of incorporation, as amended (the “Current Charter” and as so amended, the “Proposed Charter”).

For

Against

Abstain

The Advisory Charter Proposals—To approve and adopt, on a non-binding advisory basis, certain differences between the Current Charter and the Proposed Charter, which were presented in accordance with the requirements of the SEC as six separate sub-proposals to:

upon completion of the merger contemplated by the Merger Agreement (the “Merger”), increase the authorized capital stock of the Company from 101,000,000 shares, consisting of 100,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), and 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”), to 501,000,000 shares, consisting of 500,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock;

For

Against

Abstain

provide that the board of directors of the Company be divided into three classes with only one class of directors being elected each year and each class serving three-year terms;

For

Against

Abstain

provide that directors may be removed only for cause by the affirmative vote of the holders of at least 66 2/3% of the outstanding Common Stock entitled to vote thereon;

For

Against

Abstain

provide that any action required or permitted to be taken by the stockholders may be effected only at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing and that stockholders may not call a special meeting;

For

Against

Abstain

change the stockholder vote required to amend Section 5.5 or Articles VI, VII, IX, or XII of the Proposed Charter from the affirmative vote of the holders of at least a majority of the outstanding

For

Against

Abstain

provide for certain additional changes, including, among other things, (a) changing the Company’s corporate name from “Adit EdTech Acquisition Corp.” to “GRIID Infrastructure Inc.” and (b) removing certain provisions related to the Company’s status as a blank check company that will no longer apply upon consummation of the Merger, all of which the Company’s board of directors believes are necessary to adequately address the needs of the Company following the Merger.

For

Against

Abstain

The Incentive Plan Proposal—To approve and adopt, assuming the Condition Precedent Proposals are approved and adopted, the GRIID Infrastructure Inc. 2023 Omnibus Incentive Plan.

For

Against

Abstain

The NYSE American Proposal—To approve and adopt, assuming the other Condition Precedent Proposals are approved and adopted, for purposes of complying with the applicable provisions of the NYSE American LLC (“NYSE American”) listing standard §713(a), the issuance of more than 20% of the Company’s outstanding Common Stock in connection with the Merger and, for purposes of complying with the applicable provisions of the NYSE American listing standard §713(b), the change of control of the Company.

For

Against

Abstain

The Director Election Proposal—To elect, assuming the Condition Precedent Proposals are approved and adopted, seven directors to serve terms as Class I, Class II, and Class III directors on the Company’s board of directors until the 2024, 2025 and 2026 annual meetings of stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal.

Nominee

For

Withheld

The Adjournment Proposal—To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the proposals.

For

Against

Abstain

Financial Statements and Exhibits.

Exhibits.