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/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 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/prospectus and other relevant materials to be filed with the SEC when they become available.
Forward Looking Statements
This communication may
include “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. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, 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 communication 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 communication. These forward looking statements
speak only as of the date of this communication. 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.