ADIT EDTE Item 1.01. Entry into a Material Definitive Agreement.
As previously announced, on
Among other things, the Amendment reduces the amount of the deferred
underwriting commission payable to EarlyBird to
The disclosure set forth below under Item 2.03 with respect to the Note is incorporated by reference into this Item 1.01 to the extent required.
A copy of the Amendment is filed with this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference, and the foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference thereto.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent required. The Note is expected to bear interest at a rate of 8% per annum and is expected to mature upon the one-year anniversary of the date of its issuance upon consummation of the Company's initial business combination (the "Maturity Date"). The Note is expected to provide that the full amount of the Note may be converted at EarlyBird's election on the Maturity Date or any date on which the Maker elects to voluntarily prepay any or all of the outstanding principal and accrued interest into shares of the Maker's common stock, at a per share conversion price equal to 90% of the trailing five trading day volume weighted average price of a share of the Maker's common stock. The Note is also expected to contain a provision precluding conversion to the extent such conversion would result in an issuance exceeding the maximum number of shares of the Maker's common stock permitted by Section 312.03 of the New York Stock Exchange Listed Company Manual to be issued without a vote of the Maker's stockholders.
The Note is expected to provide for mandatory prepayments from time to time after the date of the Note's issuance, in amounts equal to 15% of the gross proceeds received by the Maker from any equity lines, forward purchase agreements or other equity financings consummated by Maker prior to the Maturity Date. The Note is also expected to provide for penalty-free prepayments in whole or in part, at the election of the Maker.
The form of Note provides that the Maturity Date may be accelerated upon the occurrence of certain customary Events of Default (as defined therein). Upon the occurrence an Event of Default, the Note would bear interest at a rate of 15% per annum from, and including, the Maturity Date (or such earlier date if the obligation to repay the Note is accelerated) to, but excluding, the date of repayment.
A copy of the form of Note is filed with this Current Report on Form 8-K as Exhibit 4.1 and is incorporated herein by reference, and the foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference thereto.
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Item 3.02. Unregistered Sales of
The information disclosed under Items 1.01 and 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required. The Note is not expected to be registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act.
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
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
Participants in Solicitation
GRIID, ADEX 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 ADEX's directors and executive
officers is available in ADEX's Annual Report on Form 10-K for the year ended
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements," within the meaning of Section 27A of 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. 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 Current Report on Form 8-K. These forward-looking statements speak only as of the date of this Current Report on Form 8-K. Except as required by law, ADEX does not undertake 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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. EXHIBIT NUMBER EXHIBIT DESCRIPTION 1.1 Amendment to Underwriting Agreement, datedDecember 6, 2022 , by and between the Company and EarlyBird, as representative of the several underwriters. 4.1 Form of Convertible Promissory Note to be made by the Maker (included as Exhibit C to Exhibit 1.1 hereto). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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