Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Merger Agreement, at the closing of the Merger (the "Closing"),
the limited liability company membership interests of Merger Sub will be
converted into an equivalent limited liability company membership interest in
GRIID and each limited liability company membership unit of GRIID that is issued
and outstanding immediately prior to the effective time of the Merger will
automatically be converted into and become the right to receive such unit's
proportionate share, as determined in accordance with the Merger Agreement, of
58,500,000 shares of ADEX common stock, par value
In addition to reducing the merger consideration to 58,500,000 shares of ADEX common stock, the Second Amendment removes certain negative covenants limiting ADEX's conduct of its business during the period between the signing of the Merger Agreement and the Closing, and permits ADEX to pursue an alternative business combination transaction during the pre-closing period.
The Second Amendment eliminates GRIID's ability to terminate the Merger
Agreement if the Merger has not closed by an agreed outside date, extends that
outside date to
Finally, the Second Amendment provides that upon (i) the termination of the
Merger Agreement by ADEX if (A) GRIID's representations and warranties are
untrue or GRIID fails to perform any covenant or agreement such that the
respective condition to Closing is not satisfied, (B) there is an order by a
government entity permanently enjoining the Merger, (C) GRIID's members do not
approve the Merger, (D) GRIID's board of managers (or similar body) approves any
plan of liquidation, winding up or reorganization for GRIID or any of its
subsidiaries or (E) Blockchain provides notice to GRIID or any of GRIID's
subsidiaries of the acceleration of outstanding debt under the Credit Agreement,
(ii) the termination of the Merger Agreement by GRIID if there is an order by a
government entity permanently enjoining the Merger or (iii) any rejection of the
Merger Agreement by GRIID or any of its subsidiaries in bankruptcy, insolvency,
reorganizational or similar proceeding, GRIID will pay to ADEX a non-refundable
termination fee of
A copy of the Second Amendment is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing descriptions of such amendment do not purport to be complete and are qualified in their entirety by reference thereto.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
Item 8.01 Other Events.
As previously disclosed in the Company's Form 10-Q for the quarter ended
On
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
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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
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
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
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, 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 2.1 Second Amendment to Merger Agreement, dated as ofOctober 17, 2022 , amongAdit EdTech Acquisition Corp. ,ADEX Merger Sub, LLC andGriid Holdco LLC 3.2 Amended and Restated Bylaws ofAdit EdTech Acquisition Corp. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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