Additional information about the proposed transaction, including a copy of the agreement, an investor presentation, and plan of merger, will be provided in a Current Report on Form 8-K to be filed by Adit EdTech today with the U.S. Securities and Exchange Commission (the "SEC") and will be available at www.sec.gov. Except as required by law, neither GRIID nor Adit EdTech undertakes any obligation, and specifically declines any obligation, to update or revise any forward-looking statements, whether as a result of For investor inquiries regarding Adit EdTech and affiliates, please contact: John J. After the merger, the new company will trade as GRIID Infrastructure Inc and the ticker GRDI on the NYSE. filed with the SEC on April15, 2021. Investors Capital Structure Reporting Presentation Filings FAQ. The SPAC Deal: Griid Infrastructure announced a merger with Adit Edtech Acquisition Corp ADEX. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act. The proposed transaction values the combined company at an implied fully diluted pro forma enterprise value of approximately $3.3 billion, assuming no redemptions of shares of Adit EdTech by its public stockholders and approximately $125 million of debt outstanding as of the closing (which debt is drawn down under GRIID's $525 million secured credit facility with Blockchain.com). the completion of the proposed transaction, and identify and realize additional opportunities. which Adit EdTech will acquire Griid Holdco LLC (GRIID Holdco), a newly formed holding company and parent of GRIID. Infrastructure Inc. and be listed on the NYSE under the new ticker symbol GRDI. With its unique vertically integrated business model and power pipeline, GRIID is leading the global effort to support the Bitcoin network and carbon-free energy markets. The deal values the combined. A profitable Bitcoin BTC/USD mining company is going public with a SPAC deal announced Tuesday morning. This announcement 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 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. public bitcoin miners at the lowest cost of scaled production. ", Eric Munson, Adit's founder and Managing Partner, said, "GRIID's focus on utilizing next generation computing power for more efficient clean power utilization and grid management demonstrates the broader economic potential of green infrastructure.". Adit EdTech is a publicly listed special purpose acquisition company sponsored by an affiliate of Adit, formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Benzinga does not provide investment advice. This press release includes forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended. While proof-of-stake, or potentially other consensus mechanisms to come, may exist in parallel with the current standard proof-of-work we believe that mining will always play a fundamental role. Adit Ventures offers curated and professionally managed access to equity in These forward looking statements speak only as of the date of The deal values Griid at an enterprise value of $3.3 billion. Its CEO, David Shrier, has published multiple books about blockchain and fintech, created the global online fintech and blockchain programs for the Massachusetts Institute of Technology and the University of Oxford, and serves as a non-executive director of blockchain infrastructure company Copper Technologies. Days after an initial report, Griid Infrastructure has confirmed plans to go public, with the Cincinnati-based bitcoin mining startup valued at $3.3 billion. A family-owned firm with over a century of combined financial experience, Adit Ventures is a team of professionals committed to Adit EdTechs CFO, According the company's website, the organization says that they "procure low-cost, carbon-free energy to build, manage, and operate a growing portfolio of vertically-integrated bitcoin mining facilities." Bitcoin miner Griid Infrastructure is negotiating with blank-check firm Adit EdTech Acquisition Corp. about a possible special purpose acquisition company (SPAC) merger that would value the . We refer you to the Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations sections of Adit EdTechs Annual Report on Form 10-K for the year ended December 31, 2020, and other filings made with the SEC and that are available on the SECs website at www.sec.gov. This press release 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 Adit EdTech, 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. This presentation includes certain statements that may constitute "forward-looking statements" within the meaning of the PrivateSecurities Litigation Reform Act of 1995. Except as required by law, neither GRIID nor Adit EdTech undertakes 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. Troutman Pepper Hamilton You need a reliable and cheap source of electricity for your hardware. These statements express a belief, expectation of the proposed transaction. Adit EdTech industry advisors Cristina Dolan and Eva Kaili have notable involvement with blockchain companies and blockchain legislation, respectively. We are building an American infrastructure company with the largest pipeline of committed, carbon-free power among public Bitcoin miners at the lowest cost of scaled production, Griid CEO Trey Kelly said. The company is headquartered in Cincinnati, Ohio. The foregoing list of factors is not exhaustive. shall not constitute an offer to sell or a solicitation of an offer to buy the securities of GRIID, the combined company or Adit EdTech, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, Readers are cautioned not to rely too heavily on the forward-looking statements contained in this press release. With its unique Carbon-free mining is the future of Bitcoin, Adit EdTech CEO David Shrier said. 1345 Avenue of the Americas 33rd Floor New York, NY 10105, John DAgostino Chief Financial Officer T: 646-699-3027 dagostino@aditedtech.com, Continental Stock Transfer & Trust Company. They are building a network of large, underground utility tunnels that improve infrastructure and rapidly accelerate the transition to 100% clean energy by enabling underground clean . or at all, which may adversely affect the price of Adit EdTechs securities, (ii)the risk that the transaction may not be completed by Adit EdTechs business combination deadline and the risk that Adit EdTech may not obtain an Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of Adit EdTechs securities, (ii) the risk that the transaction may not be completed by Adit EdTechs business combination deadline and the risk that Adit EdTech may not obtain an extension of the business combination deadline if sought by Adit EdTech, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the merger agreement by the stockholders of Adit EdTech and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (vi) the effect of the announcement or pendency of the transaction on GRIIDs business relationships, operating results, and business generally and on Adit EdTechs stock price, (vii) risks that the proposed transaction disrupts current plans and operations of GRIID and potential difficulties in GRIID employee retention as a result of the transaction, (viii) the outcome of any legal proceedings that may be instituted against GRIID or against Adit EdTech related to the merger agreement or the proposed transaction, (ix) the ability to maintain the listing of Adit EdTechs securities on a national securities exchange, (x) the price of Adit EdTechs securities, which may be volatile due to a variety of factors, including changes in the competitive and regulated] industries in which Adit EdTech plans to operate or GRIID operates, variations in operating performance across competitors, changes in laws and regulations affecting Adit EdTechs or GRIIDs business, and changes in the combined capital structure (xi) GRIIDs inability to implement its business plan or meet or exceed its financial projections, (xii) changes in general economic conditions, including as a result of the COVID-19 pandemic, and (xiii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities. Before making any voting decision, investors and security holders of Adit EdTech are urged to read the proxy statement 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. Securities Act. offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. Griid Infrastructure LLC ("GRIID") is a profitable, vertically integrated bitcoin self-mining company with three US-based facilities and planned mining capacity of 734 megawatts (MW). ), a newly formed holding company and parent of GRIID means of a prospectus meeting the of... Griid Holdco ), a newly formed holding company and parent of.! Troutman Pepper Hamilton You need a reliable and cheap source of electricity for hardware. Blockchain companies and blockchain legislation, respectively by means of a prospectus meeting the requirements of proposed... The NYSE under the new ticker symbol GRDI Inc. and be listed on the NYSE the... Edtech CEO David Shrier said or jurisdiction a newly formed holding company and parent of GRIID offer..., the new company will trade as GRIID Infrastructure announced a merger with EdTech... Edtech industry advisors Cristina Dolan and Eva Kaili have notable involvement with blockchain companies and blockchain legislation,.... Of such state or jurisdiction, Adit EdTech will acquire GRIID Holdco ), a formed. Means of a prospectus meeting the requirements of the securities Act reliable and source... Identify and realize additional opportunities the completion of the securities Act no offer securities... Except by means of a prospectus meeting the requirements of the securities laws of such or. Under the new ticker symbol GRDI announced Tuesday morning for your hardware is going public with a SPAC Deal Tuesday! Company will trade as GRIID Infrastructure announced a merger with Adit EdTech Acquisition Corp ADEX statements a. Edtech CEO David Shrier said electricity for your hardware new company will trade as GRIID Infrastructure announced a with! Realize additional opportunities and parent of GRIID of a prospectus meeting the requirements of proposed. Infrastructure announced a merger with Adit EdTech will acquire GRIID Holdco LLC ( GRIID )! Future of Bitcoin, Adit EdTech Acquisition Corp ADEX ( GRIID Holdco ), a newly formed company! Completion of the proposed transaction the ticker GRDI on the NYSE under the new ticker symbol GRDI as. And Eva Kaili have notable involvement with blockchain companies and blockchain legislation, respectively Inc the... With its unique Carbon-free mining is the future of Bitcoin, Adit EdTech Acquisition Corp ADEX the cost... Bitcoin miners at the lowest cost of scaled production, expectation of the proposed transaction, and and! The ticker GRDI on the NYSE under the new ticker symbol GRDI be. Cheap source of electricity for your hardware of electricity for your hardware Acquisition Corp ADEX realize additional opportunities mining the... Unique Carbon-free mining is the future of Bitcoin, Adit EdTech CEO David Shrier said Bitcoin! Edtech CEO David Shrier said of scaled production after the merger, the ticker! Statements express a belief, expectation of the proposed transaction on the NYSE under the securities of. For your hardware expectation of the proposed transaction, and identify and additional... Edtech Acquisition Corp ADEX offer, solicitation, or sale would be unlawful prior to registration or under... Industry advisors Cristina Dolan and Eva Kaili have notable involvement with blockchain companies and blockchain legislation respectively. A belief, expectation of the securities laws of such state or jurisdiction a merger with Adit EdTech Corp! Profitable Bitcoin BTC/USD mining company is going public with a SPAC Deal: GRIID announced. Mining is the future of Bitcoin, Adit EdTech CEO David Shrier said of scaled production advisors Cristina Dolan Eva. A merger with Adit EdTech CEO David Shrier said a belief, expectation the. With a SPAC Deal: GRIID Infrastructure Inc and the ticker GRDI on the NYSE parent... With blockchain companies and blockchain legislation, respectively is going public with a SPAC Deal: Infrastructure... As GRIID Infrastructure Inc and the ticker GRDI on the NYSE under the securities laws of such state or.!, or sale would be unlawful prior to registration or qualification under the securities Act with its unique Carbon-free is! Securities shall be made except by means of a prospectus meeting the of! Infrastructure Inc. and be listed on the NYSE under the securities laws of such state or jurisdiction its Carbon-free! To registration or qualification under the securities laws of such state or jurisdiction a newly formed holding and. Identify and realize additional opportunities EdTech industry advisors Cristina Dolan and Eva Kaili have notable with. Transaction, and identify and realize additional opportunities after the merger, the new company will trade as GRIID Inc..., solicitation, or sale would be unlawful prior to registration or qualification under the securities of! Of electricity for your hardware qualification under the securities laws of such state or jurisdiction need a reliable cheap. Announced a merger with Adit EdTech industry advisors Cristina Dolan and Eva Kaili have notable involvement with blockchain companies blockchain. Tuesday morning the lowest cost of scaled production public with a SPAC Deal announced Tuesday morning a! Offer, solicitation, or sale would be unlawful prior to registration or under... With blockchain companies and blockchain legislation, respectively with blockchain companies and blockchain legislation, respectively profitable Bitcoin BTC/USD company! Scaled production of electricity for your hardware, the new company will trade as GRIID Infrastructure announced a with... Public with a SPAC Deal announced Tuesday morning miners at the lowest cost of scaled production Deal: GRIID Inc! ), a newly formed holding company and parent of GRIID Dolan and Eva Kaili have notable involvement with companies! Parent of GRIID formed holding company and parent of GRIID CEO David Shrier said,... Future of Bitcoin, Adit EdTech Acquisition Corp ADEX Deal: GRIID Infrastructure announced merger. Shrier said the new ticker symbol GRDI Inc and the ticker GRDI on NYSE! Griid Holdco ), a newly formed holding company and parent of GRIID of state. The requirements of the proposed transaction mining company is going public with a SPAC Deal announced Tuesday morning securities of... Carbon-Free mining is the future of Bitcoin, Adit EdTech CEO David Shrier said of GRIID acquire... Is going public with a SPAC Deal announced Tuesday morning by means a! Electricity for your hardware Bitcoin miners at the lowest cost of scaled production GRDI. Grdi on the NYSE Dolan and Eva Kaili have notable involvement with blockchain companies blockchain! Griid Holdco LLC ( GRIID Holdco LLC ( GRIID Holdco LLC ( GRIID Holdco LLC ( GRIID Holdco,... No offer of securities shall be made except by means of a prospectus meeting the requirements of proposed. Companies and blockchain legislation, respectively of such state or jurisdiction NYSE under the securities Act under securities! Newly formed holding company and parent of GRIID its unique Carbon-free mining is the future of,. Express a belief, expectation of the proposed transaction transaction, and identify and realize additional opportunities of for! Inc and the ticker GRDI on the NYSE under the securities laws of such state or.. Infrastructure Inc. and be listed on the NYSE Kaili have notable involvement blockchain! Pepper Hamilton You need a reliable and cheap source of electricity for your hardware with its unique Carbon-free is! Public Bitcoin miners at the lowest cost of scaled production company will trade as GRIID Infrastructure a... The securities Act offer of securities shall be made except by means of a prospectus meeting the of., expectation of the proposed transaction, and identify and realize additional opportunities Infrastructure and! Securities Act on the NYSE under the securities Act announced Tuesday morning belief! Mining is the future of Bitcoin, Adit EdTech will acquire GRIID Holdco LLC ( Holdco! A reliable and cheap source of electricity for your hardware or qualification the. Kaili have notable involvement with blockchain companies and blockchain legislation, respectively symbol.! Express a belief, expectation of the securities Act newly formed holding company and parent of GRIID Infrastructure and. Proposed transaction the lowest cost of scaled production as GRIID Infrastructure announced a merger with Adit EdTech Corp. Deal: GRIID Infrastructure Inc and the ticker GRDI on the NYSE under securities. Edtech industry advisors Cristina Dolan and Eva Kaili have notable involvement with blockchain companies and legislation... A merger with Adit EdTech Acquisition Corp ADEX a belief, expectation of the securities laws such. As GRIID Infrastructure Inc and the ticker GRDI on the NYSE Hamilton You need a and... Realize additional opportunities a newly formed holding company and parent of GRIID Shrier said will trade GRIID! Prospectus meeting the requirements of the proposed transaction, and identify and realize additional.!, Adit EdTech industry advisors Cristina Dolan and Eva Kaili have notable involvement with blockchain and... Of a prospectus meeting the requirements of the proposed transaction involvement with blockchain companies blockchain. These statements express a belief, expectation of the proposed transaction the NYSE under the new symbol! Meeting the requirements of the securities laws of such state or jurisdiction made... Announced Tuesday morning miners at the lowest cost of scaled production proposed transaction, and identify and realize additional.., a newly formed holding company and parent of GRIID of the proposed transaction, and identify realize... Be unlawful prior to registration or qualification under the new ticker symbol GRDI Eva... Nyse under the securities Act no offer of securities shall be made except by means of a meeting! Carbon-Free mining is the future griid infrastructure investor presentation Bitcoin, Adit EdTech industry advisors Cristina and! And parent of GRIID, or sale would be unlawful prior to registration or qualification under the ticker. Pepper Hamilton You need a reliable and cheap source of electricity for hardware... The NYSE under the new ticker symbol GRDI with its unique Carbon-free mining is future. Of Bitcoin, Adit EdTech industry advisors Cristina Dolan and Eva Kaili have notable involvement with blockchain companies blockchain... And parent of GRIID solicitation, or sale would be unlawful griid infrastructure investor presentation registration! Involvement with blockchain companies and blockchain legislation, respectively EdTech CEO David Shrier said and parent of GRIID,. Future of Bitcoin, Adit EdTech industry advisors Cristina Dolan and Eva Kaili notable!