Item 4.02 |
Non-Reliance on Previously
Issued Financial Statements or a Related Audit Report or Completed
Interim Review.
|
Adit EdTech Acquisition Corp. (the “Company”) previously concluded
it should revise its financial statements to classify all common
stock subject to possible redemption (the “public shares”) in
temporary equity. In accordance with ASC 480, paragraph
10-S99, redemption
provisions not solely within the control of the Company require
common stock subject to redemption to be classified outside of
permanent equity.
On December 23, 2021, the Company’s management and the Audit
Committee of the Company’s board of directors concluded that the
Company’s previously issued (i) unaudited interim financial
statements included in the Quarterly Report on Form 10-Q for the quarter ended
March 31, 2021, filed with the SEC on July 2, 2021, (ii)
unaudited interim financial statements included in the Company’s
Quarterly Report on Form 10-Q for the quarter ended
June 30, 2021, filed with the SEC on August 10, 2021 and
(iii) unaudited interim financial statements included in the
Company’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2021 (the “Third Quarter 10-Q”), filed with the SEC on
November 10, 2021 (collectively, the “Affected Periods”), in
each case, should be restated, rather than revised, to report all
public shares as temporary equity and should no longer be relied
upon. As such, the Company intends to restate its financial
statements for the Affected Periods in an amendment to its
previously filed Third Quarter 10-Q reflecting the restatement for
(i), (ii) and (iii) above, as soon as practicable.
The Company does not expect any of the above changes will have any
impact on its previously reported total assets, results of
operations or cash flows, on its cash position and cash held in the
trust account established in connection with the Company’s initial
public offering or on its ability to consummate its previously
announced merger with Griid Holdco LLC (“GRIID”).
After re-evaluation, the
Company’s management has also concluded that in light of the
classification errors described above, a material weakness existed
in the Company’s internal control over financial reporting during
and since the Affected Periods related to the accounting for
complex financial instruments, and that the Company’s disclosure
controls and procedures were not effective as of March 31,
2021, June 30, 2021, or September 30, 2021. In light of
the material weakness, the Company has enhanced its processes to
identify and appropriately apply applicable accounting requirements
to better evaluate and understand the nuances of the complex
accounting standards that apply to its financial statements. The
Company’s plans at this time include providing enhanced access to
accounting literature, research materials and documents and
increased communication among the Company’s personnel and
third-party professionals with whom it consults regarding complex
accounting applications.
The Company’s management and the Audit Committee have discussed the
matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with
Marcum LLP, the Company’s independent registered public accounting
firm.
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 solicitation of an offer to
buy the securities of GRIID, the combined company or the 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. The Company intends
to file a Registration Statement on Form S-4 (the “S-4 Registration Statement”)
containing a proxy statement/prospectus with the SEC. The proxy
statement/prospectus will be sent to all Company stockholders. The
Company also will file other documents regarding the proposed
transaction with the SEC. Before making any voting decision,
investors and security holders of the Company 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 the Company through the
website maintained by the SEC at www.sec.gov.
Participants in Solicitation
Griid, the Company 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 the Company’s directors and executive
officers is available in the Company’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/prospectus and other relevant materials to be filed with
the SEC when they become available.