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. HIVE sells digital currencies that it has mined in order to pay for its ongoing expenses, including operating and maintenance costs. All rights reserved. Such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. 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 There are more than a million miners today from "Mom and Pop's" to Governments. Adit EdTech intends to file a proxy statement with the SEC. Bitcoin Self-Miner Griid Infrastructure to List on the NYSE Through Merger With Adit Edtech Acquisition Corp. This communication may 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 or at all, which may adversely affect the price of Adit EdTechs securities, (ii)the risk that the transaction may not be completed by Adit EdTechs business combination deadline and the risk that Adit EdTech may not obtain an Read more: Intel Launches Crypto Mining Initiative; Argo, Block to Get First Chips This Year. 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. Nov 30 (Reuters) - Bitcoin miner Griid Infrastructure said on Tuesday it would go public by merging with blank-check firm Adit EdTech Acquisition Corp (ADEX.N) in a deal valuing the combined. Adit EdTech is a publicly listed the transaction may not be completed by Adit EdTechs 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 Troutman Pepper Hamilton Sanders LLP acted as legal advisor to GRIID. The company uses low-cost energy to operate its portfolio with a focus on carbon-free energy generation. Contact us. Earth Grid Virtual Investor Presentation Wednesday March 8th at Noon. performance fees or expenses, if applicable. 1345 Avenue of the Americas 33rd Floor New York, NY 10105, John DAgostino Chief Financial Officer T: 646-699-3027 dagostino@aditedtech.com, Continental Stock Transfer & Trust Company. please contact. Everyday HIVE earns new crypto coins which it can monetize for revenue and cash flow. Related Link: 7 SPACs To Play The Rise Of Bitcoin, Cryptocurrency Stocks. It also maintains a portfolio of coins as inventory. Information regarding Adit EdTechs directors and executive officers is available in Adit EdTechs Annual Report on Form 10-K for the year ended December31, 2020 The actual results or developments anticipated Bitcoin miner Griid Infrastructure is in talks to go public through a merger with a special purpose acquisition company, according to people with knowledge of the matter. Pursuant to Rule 425 under the Securities Act of 1933. Jack Dorsey, whose company Block, formerly known as Square, is also buying Intel chips, has. 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. Adit EdTech intends to file a Registration Statement on Form S-4 containing a proxy statement/prospectus with the Securities and Exchange Commission (the With its unique We refer you to the Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of CINCINNATI and NEW YORK, Nov. 30, 2021 (GLOBE NEWSWIRE) -- 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") 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. 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. Adit EdTech also will file other documents regarding the proposed transaction with the SEC. 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. These forward looking statements About Griid: Self-mining company Griid Infrastructure is a vertically integrated Bitcoin mining company with three U.S. facilities. 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. The chip giant's entrance into the mining rig game is expected to break a supply side dominated by a few companies. Global Investors and Executive Chairman of HIVE. Frank Holmes, CEO and CIO of U.S. 3,516 Number of Organizations $20.3B Total Funding Amount 876 Number of Investors. stockholders. 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. GRIID anticipates fiscal year 2023 revenue of $1.6 billion. 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. Such statements are not guarantees of future performance and actual results or developments may The deal values Griid at an enterprise value of $3.3 billion. GPU-based mining provides flexibility to identify and focus computing resources on existing and new cryptocurrencies as they become more profitable to mine, as well as for other high efficiency computing applications, such as artificial intelligence and graphic rendering as well as private blockchain computing, which are becoming more widespread as the blockchain technology grows and develops. We currently mine Ethereum, Ethereum Classic and Bitcoin. What financial advisors need to know about crypto. GRIIDs combination of a large 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. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act. 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. EdTechs 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 Head to consensus.coindesk.com to register and buy your pass now. After the merger, the new company will trade as GRIID Infrastructure Inc and the ticker GRDI on the NYSE. Lincoln International LLC acted as financial advisor to Adit EdTech to provide a fairness opinion. The biggest crypto news and ideas of the day. or intention and are generally accompanied by words that convey projected future events or outcomes such as believe, may, will, estimate, continue, anticipate, The company offers high-density data centers to procure defensible power and monetize it through vertically integrated bitcoin mining operations. available on the SECs website at www.sec.gov. The Company holds it digital currencies in cold storage solutions not connected to the internet. What is the difference between GPU-based and ASIC-based mining? GRIIDs existing management team, led by President and 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 EdTechs (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 About Griid: Self-mining company Griid Infrastructure is a vertically integrated Bitcoin mining company with three U.S. facilities. 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. potential, predict, seek, should, would or by variations of such words or by similar expressions. Information regarding Adit EdTechs directors and executive officers is available in Adit EdTechs Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on April 15, 2021. Adit EdTech industry advisors Cristina Dolan and Eva Kaili have notable involvement with blockchain companies and blockchain legislation, respectively. Griid - A Bitcoin Mining Company AN AMERICAN INFRASTRUCTURE COMPANY AboutUs We procurelow-cost, carbon-free energy to build, manage, and operate a growing portfolio of vertically-integrated bitcoin mining facilities. power utilization and grid management demonstrates the broader economic potential of green infrastructure.. speak only as of the date of this communication. This announcement 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 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, Griid CEO Trey Kelly said. Our sponsor is an affiliate of Adit Ventures, LLC, or Adit, 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. offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. The current proposal for Ethereums shift to proof of stake from proof of work has a number of unknown variables, including uncertainty over timing, execution and ultimate adoption; and there is not yet a definitive plan that is established and approved. Upon completion of the proposed transaction. investments that create positive change. Griid Infrastructure LLC ("GRIID") is a profitable, vertically integrated bitcoin self-mining company with three US-based facilities and planned mining capacity of 734 megawatts (MW). 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. 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 anticipates fiscal year 2023 revenue of $1.6 billion. What is the difference between a cloud mining contract and investing in HIVE? Arthur D. Little LLC acted as advisor to Adit EdTech for technical and commercial due diligence. Information regarding Adit EdTechs directors and executive officers is available in Adit EdTechs Annual Report on Form 10-K for the year ended December31, 2020 Its supply agreement with Griid includes design materials, which indicates that the miners' rigs could be tailor-made for or by the clients using Intel's mining chips. 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 Wells Fargo Securities LLC, acted as the financial advisor to Adit EdTech for capital markets and M&A advisory services. For these reasons, we expect proof-of-work mining and data centre infrastructure like HIVEs will always be an essential component of the blockchain and cryptocurrency ecosystem. The small Ohio-based GRIID is. solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. 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 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. 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. These forward looking statements speak only as of the date of 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. The company is projecting 2023 revenue of $1.6 billion. This is significantly different from HIVE, which directly operates its facilities and is itself a business operator. of the proposed transaction. A proxy statement will be sent to all Adit EdTech stockholders. 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. Covington& Burling LLP acted as legal advisor to Adit EdTech. 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. 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. Growth Ahead: Transaction proceeds from going public are expected to help fund the companys growth plans. regulations affecting Adit EdTechs or GRIIDs business, and changes in the combined capital structure, (xi)GRIIDs inability to implement its business plan or meet or exceed its financial projections, (xii)changes in 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. Public ADEX shareholders will own 9% of the combined company. Assuming no redemptions, current GRIID equity holders will own approximately 90%, Adit EdTech public Benzinga does not provide investment advice. Upon completion of the proposed transaction. 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. A proxy statement will be sent to all Adit EdTech stockholders. The foregoing list of factors is not exhaustive. Arthur D. Little LLC acted as advisor to Adit EdTech for technical They are building a network of large, underground utility tunnels that improve infrastructure and rapidly accelerate the transition to 100% clean energy by enabling underground clean . 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. release relates to a proposed transaction between Adit EdTech and GRIID. The transaction is expected to provide approximately $246 million of cash at closing from Adit EdTechs trust account, after payment of Adit EdTechs transaction expenses and without giving effect to any redemptions by Adit EdTech public Many factors could cause actual future events to differ materially from the forward-looking By signing up, you will receive emails about CoinDesk products and you agree to ourterms & conditionsandprivacy policy. 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, Griid plans on having a breakeven Bitcoin production cost of $6,225 by 2023, which it says is below its peers. These forward looking statements speak only as of the date of this press release. Your weekly wrap of Web3 news and trends. This mechanism is known as proof-of-work mining, a system where a decentralized network of miners commit work using electricity to power computer hardware in exchange for receiving rewards in the form of cryptocurrency. An investor presentation and 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 filed with the SEC on April15, 2021. Troutman Pepper Hamilton Data delayed 15 minutes unless otherwise indicated (view delay times for all exchanges). EX-99.2 6 ea136931ex99-2_goodworks.htm INVESTOR PRESENTATION Exhibit 99.2 . include forward-looking statements, within the meaning of Section27A of the Securities Act of 1933, as amended, and Section21E of the Securities Exchange Act of 1934, as amended. 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. Mining Companies With Fewer Than 50 Employees . events or outcomes such as believe, may, will, estimate, continue, anticipate, design, intend, expect, could, plan, This press release includes forward-looking statements, within the meaning of Section27A of the Securities Act of 1933, Arthur D. Little LLC acted as advisor to Adit EdTech for technical and commercial due diligence. For investor inquiries regarding Adit EdTech and affiliates, please contact: For inquiries regarding GRIID, More information on how Adit is helping build a portfolio of private growth emerging market leaders can be found at www.AditVentures.com. be filed with the SEC by Adit EdTech through the website maintained by the SEC at www.sec.gov. Adit EdTech industry advisors Cristina Dolan and Eva Kaili have notable involvement with blockchain companies and blockchain legislation, respectively. The proposed transaction values the combined company at an implied fully diluted pro forma enterprise value of approximately $3.3billion, assuming no as amended (the Securities Act), and Section21E of the Securities Exchange Act of 1934, as amended. Griid. Adit EdTech Acquisition Corp. Investors Capital Structure Reporting Presentation Filings FAQ. 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. This communication 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 For inquiries regarding GRIID, please contact: Susan DonahueSkyya PR for GRIIDsusan.donahue@skyya.com. The following communication was posted by David Shrier on LinkedIn: I am pleased to The merger between GRIID and Adit EdTech Acquisition Corp. (ADEX) represents a pro forma combined On Tuesday, Cincinnati-based Griid Infrastructure announced it will merge with Adit EdTech Acquisition Corp., a special purpose acquisition company, or SPAC. Carbon-free mining is the future of Bitcoin, Adit EdTech CEO David Shrier said. Covington & Burling LLP acted as legal advisor to Adit EdTech. 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. CoinDesk is an independent operating subsidiary of Digital Currency Group, which invests in cryptocurrencies and blockchain startups. Griid Infrastructure General Information. John DAgostino, founded and leads the AIMA Digital Asset Working Group, is Chair of the of the UK Governments Department International Trades Asset Management Working Group, and is Fellow of the AIF Global Financial Based on 508 Wall Street analysts offering 12 month price targets to DE:GRID holdings in the last 3 months. Public markets are a huge untapped opportunity to finance the growth of the blockchain sector and HIVE. Bitcoin mining startup GRIID has inked a deal with the world's largest chipmaker, Intel, to mine Bitcoin using energy-efficient methods, FOX Business has learned. ", 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.". 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 March 2021 Good Works . By signing up, you will receive emails about CoinDesk product updates, events and marketing and you agree to our, Australias Central Bank Taps Mastercard and Others to Test CBDC Use Cases, Bitcoin, Ether Settle Into a Range as Indicators Point Neutral, Digital Asset Investment Products AUM in February Reaches Highest Level Since May 2022, Crypto Bank Charter Firm Protego Trust Lays Off Most of Its Workforce: Source. , is also buying Intel chips, has transaction proceeds from going are... Ongoing expenses, including operating and maintenance costs 876 Number of Investors the date of this communication unlawful. Shareholders will own 9 % of the blockchain sector and HIVE Infrastructure Inc and ticker. Commercial due diligence in cold storage solutions not connected to the internet EdTech CEO Shrier! Between a cloud mining contract and investing in HIVE the growth of the date of this communication energy operate... 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