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 Companys management and the Audit Committee of the Companys board of directors concluded that the Companys 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 Companys 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 Companys 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 Companys initial public offering or on its ability to consummate its previously announced merger with Griid Holdco LLC (GRIID).
After re-evaluation, the Companys management has also concluded that in light of the classification errors
described above, a material weakness existed in the Companys internal control over financial reporting during and since the Affected Periods related to the accounting for complex financial instruments, and that the Companys 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 Companys plans at this time include providing enhanced access to accounting literature, research
materials and documents and increased communication among the Companys personnel and third-party professionals with whom it consults regarding complex accounting applications.
The Companys 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 Companys 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 Companys directors and executive officers is available in the Companys 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.