Item 2.03 Creation of a Direct Financial Obligation of an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information relating to the Note (as defined below) included under the heading "Extension and Trust Account Deposit" in Item 8.01 of this Current Report on Form 8-K (this "Current Report") is incorporated by reference in this item to the extent required herein.

Item 8.01 Other Events.

Extension and Trust Account Deposit

On January 12, 2023, the board of directors of Adit EdTech Acquisition Corp. (the "Company" or "ADEX") elected to extend the date by which the Company must complete an initial business combination by one month, from January 14, 2023 to February 14, 2023 (the "Extension"). In connection with the Extension, GRIID Infrastructure LLC ("GRIID Infrastructure") deposited an aggregate of $148,045.32 (representing $0.06 per public share) into the Company's trust account for its public stockholders on behalf of the Company. This deposit was loaned to ADEX pursuant to a promissory note issued by ADEX to GRIID Infrastructure (the "Note") on January 13, 2023. The Extension is the first of six one-month extensions permitted under the Company's governing documents and provides the Company with additional time to complete its initial business combination.

Loans may be made under the Note in an aggregate principal amount of up to $900,000. Currently, the outstanding principal amount under the Note is $148,045.32. Interest will accrue on the outstanding principal amount of the Note at a rate per annum equal to the Applicable Federal Rate set forth by the Internal Revenue Service pursuant to Section 1274(d) of the Internal Revenue Code. The Note has a maturity date of the earlier of (i) any determination by ADEX's board of directors to liquidate the Company and (ii) the effective date of the merger involving Griid Holdco LLC ("GRIID") and the Company pursuant to that certain Agreement and Plan of Merger dated as of November 29, 2021 and amended on December 23, 2021 and October 17, 2022. The failure to timely repay outstanding amounts under the Note within five days of the maturity date or the occurrence of certain liquidation and bankruptcy events constitute an event of default under the Note and could result in acceleration of ADEX's repayment obligations thereunder.

Stock Exchange Transfer

Based on the Company's redemptions in connection with the Extension, the Company anticipates that it will no longer satisfy the continued listing standard of the New York Stock Exchange ("NYSE") that the Company maintain an average aggregate global market capitalization attributable to its publicly-held shares over a consecutive 30 trading day period of at least $40,000,000. The Company is considering all of its options and has commenced discussions with the NYSE regarding a potential voluntary transfer of its securities to an alternate exchange.

Important Information About the Merger and Where to Find It

This Current Report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination transaction between ADEX and GRIID and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of GRIID, the combined company or ADEX, 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. ADEX has filed a Registration Statement on Form S-4, as amended from time to time, containing a proxy statement/prospectus with the Securities and Exchange Commission (the "SEC"). The definitive proxy statement/prospectus will be sent to all ADEX stockholders. Before making any voting decision, investors and security holders of ADEX 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 ADEX through the website maintained by the SEC at www.sec.gov.

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Participants in Solicitation

GRIID, ADEX 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 ADEX's directors and executive officers is available in ADEX's Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 21, 2022. 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 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. These forward-looking statements speak only as of the date of this Current Report. Except as required by law, ADEX 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.

Item 9.01 Financial Statements and Exhibits.





  (d) Exhibits.



EXHIBIT
NUMBER       EXHIBIT DESCRIPTION

10.1           Promissory Note dated January 13, 2023

104          Cover Page Interactive Data File (embedded within the InLine XBRL
             document)

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