Furnished as Exhibit 99.2 hereto is the investor presentation that will be used by ADEX in
connection with the Merger.
The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important Information About
the Merger and Where to Find It
This Current Report on Form 8-K relates to a proposed
transaction between ADEX and Griid. 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 ADEX, 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. ADEX 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 ADEX stockholders. ADEX also will file other documents regarding the
proposed transaction with the SEC. Before making any voting decision, investors and security holders of ADEX 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 ADEX through the website maintained by the SEC at www.sec.gov.
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 ADEXs directors and executive officers is available in ADEXs 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 Current
Report on Form 8-K includes 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 Current Report on Form
8-K, 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 ADEXs securities, (ii) the risk
that the transaction may not be completed by ADEXs business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by ADEX, (iii) the failure to satisfy the conditions to the
consummation of the transaction, including the adoption of the Merger Agreement by the stockholders of ADEX 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
Griids business relationships, operating results, and business generally, (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 ADEX related to the Merger Agreement or the proposed transaction, (ix) the ability to maintain the listing of ADEXs securities
on a national securities exchange, (x) the price of ADEXs securities, which may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which ADEX plans to operate or Griid operates,
variations in operating performance across competitors, changes in laws and regulations affecting ADEXs 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 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 Managements
Discussion and Analysis of Financial Condition and Results of Operations sections of ADEXs 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 SECs website at www.sec.gov. All of the forward-looking statements made in this Current Report on Form 8-K are expressly qualified