Griid Infrastructure LLC (together with GRIID Holdco (as defined
below), “GRIID” or the “Company”), a vertically integrated, bitcoin
self-mining company, and Adit EdTech Acquisition Corp. (“Adit
EdTech”) (NYSE: ADEX, ADEX.U, and ADEX.WS), a special purpose
acquisition company sponsored by an affiliate of Adit Ventures, LLC
(“Adit”), announced today that they have entered into a definitive
merger agreement under which Adit EdTech will acquire Griid Holdco
LLC (“GRIID Holdco”), a newly formed holding company and parent of
GRIID. Upon completion of the proposed transaction. the combined
company is expected to operate under the name “GRIID Infrastructure
Inc.” and be listed on the NYSE under the new ticker symbol “GRDI”.
Based in Cincinnati, Ohio, GRIID is a profitable, vertically
integrated bitcoin self-mining company that owns and operates a
growing portfolio of energy infrastructure and bitcoin mining
facilities across the United States. GRIID supports the growth of
carbon-free energy generation by procuring low-cost energy to
build, manage, and operate its portfolio of vertically integrated
bitcoin mining facilities. GRIID management reports that it has
over 1,300 MW of power (under agreement, MOU or LOI), of which 734
MW will be operational by 2023, with a breakeven bitcoin production
cost materially below its peers and a cost of scaled bitcoin
production of under $6,225 per BTC.
Trey Kelly, CEO of GRIID, said, “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. Our team has demonstrated a track record of
successful execution over the past three years since starting the
company, and we look forward to delivering expansion of capacity
through this transaction.”
David Shrier, CEO of Adit EdTech, added, “Carbon-free mining is
the future of bitcoin. GRIID’s combination of a large pipeline of
low-cost, carbon-free power, distinctive access to next generation
ASICs, and market-leading execution position them to generate
attractive profitability and growth.”
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.”
Key Transaction Terms
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 transaction is expected to provide approximately $246 million
of cash at closing from Adit EdTech’s trust account, after payment
of Adit EdTech’s transaction expenses and without giving effect to
any redemptions by Adit EdTech public stockholders.
Assuming no redemptions, current GRIID equity holders will own
approximately 90%, Adit EdTech public stockholders will own
approximately 8% and Adit EdTech’s sponsor will own approximately
2% of the outstanding shares of voting stock of the combined
company at closing, respectively. GRIID’s existing management team,
led by President and CEO Trey Kelly, will continue to lead the
business.
The proposed transaction has been unanimously approved by the
board of directors of Adit EdTech and the board of managers of
GRIID Holdco. The proposed transaction is expected to close in the
first quarter of 2022, subject to customary closing conditions,
including the receipt of regulatory approvals and approval of Adit
EdTech’s stockholders.
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.
Advisors
Wells Fargo Securities LLC, acted as the financial advisor to
Adit EdTech for capital markets and M&A advisory services.
Lincoln International LLC acted as financial advisor to Adit EdTech
to provide a fairness opinion. Arthur D. Little LLC acted as
advisor to Adit EdTech for technical and commercial due diligence.
Edelstein & Company, LLP acted as advisor to Adit EdTech for
accounting and tax due diligence and quality of earnings
assessment. Evolve Security, LLC acted as cybersecurity advisor to
Adit EdTech for external, internal and wireless security testing
and assessment. Covington & Burling LLP acted as legal advisor
to Adit EdTech.
Troutman Pepper Hamilton Sanders LLP acted as legal advisor to
GRIID.
About GRIID
GRIID, an American infrastructure company, is a vertically
integrated bitcoin self-mining company that owns and operates a
growing portfolio of bitcoin mining facilities across the United
States. Founded in 2018 and headquartered in Cincinnati, Ohio,
GRIID has secured one of the largest and lowest-cost power
pipelines in the industry with a focus on carbon-free generation
partners. 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. To learn more,
visit griid.com.
About Adit Ventures
Adit Ventures is an investment adviser whose principals have
combined investment experience of over 150 years and a track record
of value creation in portfolio companies operating in the public
markets. Adit Ventures offers curated and professionally managed
access to equity in private firms that the principals believe are
driving today’s market and shaping tomorrow’s economy. A
family-owned firm with over a century of combined financial
experience, Adit Ventures is a team of professionals committed to
investments that create positive change. More information on how
Adit is helping build a portfolio of private growth emerging market
leaders can be found at www.AditVentures.com.
About Adit EdTech
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. Adit EdTech’s strategy is to focus on companies
which offer an opportunity for stockholder value creation through
the combination of (i) an attractive valuation entry point, (ii) a
clear plan to unlock incremental value through operational and/or
strategic improvements and (iii) a clear path to bring the target
company to the public market and implement best-in-class public
company governance. 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. Adit EdTech’s CFO, John D’Agostino, founded and leads
the AIMA Digital Asset Working Group, is Chair of the of the UK
Government’s Department International Trade’s Asset Management
Working Group, and is Fellow of the AIF Global Financial
Innovation Institute. Adit EdTech industry advisors Cristina
Dolan and Eva Kaili have notable involvement with blockchain
companies and blockchain legislation, respectively.
Additional Information and Where to Find It
This press release relates to a proposed transaction between
Adit EdTech and GRIID. 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. Adit EdTech intends
to file a proxy statement with the SEC. A proxy statement will be
sent to all Adit EdTech stockholders. Adit EdTech also will file
other documents regarding the proposed transaction with the SEC.
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.
Investors and security holders will be able to obtain free
copies of the proxy statement and all other relevant documents
filed or that will be filed with the SEC by Adit EdTech through the
website maintained by the SEC at www.sec.gov.
Participants in Solicitation
GRIID, Adit EdTech 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 Adit EdTech’s directors and executive
officers is available in Adit EdTech’s 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 and other relevant materials to be filed with the SEC
when they become available.
Forward Looking Statements
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. 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. 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 EdTech’s securities,
(ii) the risk that the transaction may not be completed by Adit
EdTech’s 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 GRIID’s business
relationships, operating results, and business generally and on
Adit EdTech’s 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 EdTech’s securities on a national
securities exchange, (x) the price of Adit EdTech’s 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 EdTech’s or GRIID’s business, and changes in the
combined capital structure (xi) GRIID’s 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. The foregoing list of factors is not exhaustive. We
refer you to the “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” sections
of Adit EdTech’s 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 SEC’s website at www.sec.gov. All of the
forward-looking statements made in this press release are expressly
qualified by the cautionary statements contained or referred to
herein. The actual results or developments anticipated may not be
realized or, even if substantially realized, they may not have the
expected consequences to or effects on GRIID, Adit EdTech or their
respective businesses or operations. 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 press release. These
forward looking statements speak only as of the date of this press
release. 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.
Non-Solicitation
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 proposed transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of Adit EdTech, GRIID or the combined 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. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act.
For investor inquiries regarding Adit EdTech and
affiliates, please contact:
John J. D’AgostinoChief Financial
Officerdagostino@aditedtech.com
For inquiries regarding GRIID, please
contact:
Susan DonahueSkyya PR for GRIIDsusan.donahue@skyya.com
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