The Company entered into that certain agreement and plan of merger, dated as of
November 29, 2021 (as amended or modified from time to time, the Merger Agreement), by and among ADEX, ADEX Merger Sub, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of ADEX (Merger Sub),
and Griid Holdco LLC, a Delaware limited liability company (GRIID), pursuant to which, among other things, Merger Sub will merge with and into GRIID (the Merger), the separate limited liability company existence of Merger Sub
will cease and GRIID, as the surviving company of the Merger, will continue its existence under the Limited Liability Company Act of the State of Delaware as a wholly owned subsidiary of ADEX.
The purpose of the Extension is to extend the deadline by which the Company must complete the Merger or any other initial business
combination. If the closing of the Merger or any other initial business combination occurs prior to the scheduled date of the Special Meeting, the Special Meeting will be cancelled and will not be held.
Approval of the Extension Proposal is a condition to the implementation of the Extension. In addition, the Company will not proceed with the
Extension if the number of redemptions of the Companys IPO Shares causes the Company to have less than $5,000,001 of net tangible assets following approval of the Extension. Approval of the Extension Proposal requires the affirmative vote of a
majority of the then-outstanding shares of Common Stock entitled to vote at the Special Meeting.
Approval of the Adjournment Proposal
requires the affirmative vote of a majority of the then-outstanding shares of Common Stock present, in person (online) or by proxy, and entitled to vote at the Special Meeting.
In connection with the Extension, holders of IPO Shares may elect to redeem such IPO Shares for a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with the IPO (the Trust Account), including interest (net of taxes
payable), divided by the number of then-issued and outstanding IPO Shares, upon approval of the Extension Proposal. If the Extension is approved by the requisite vote of stockholders, the remaining holders of IPO Shares will retain their right to
redeem their Common Stock upon consummation of the Companys initial business combination when it is submitted to a vote of the stockholders, subject to any limitations set forth in the Charter, as amended. In addition, holders of IPO Shares
will be entitled to have such IPO Shares redeemed for cash if the Company has not completed an initial business combination by January 14, 2023 or the applicable Extended Date, if the Extension Proposal is approved.
Pursuant to the Charter, a holder of IPO Shares may request that the Company redeem all or a portion of such IPO Shares for cash if the
Extension is approved. You will be entitled to receive cash for any IPO Shares to be redeemed only if you:
(i) (a)
hold IPO Shares or (b) hold IPO Shares as part of units and elect to separate such units into the underlying IPO Shares and warrants issued as part of such units (the Public Warrants) prior to exercising your redemption rights with
respect to the IPO Shares; and
(ii) prior to 5:00 p.m., Eastern Time, on December 12, 2022 (two business days prior
to the vote at the Special Meeting), (a) submit a written request to Continental Stock Transfer & Trust Company, the Companys transfer agent, that the Company redeem your IPO Shares for cash and (b) tender your IPO Shares,
physically or electronically to the transfer agent, through The Depository Trust Company.
Holders of units must elect to separate the
underlying IPO Shares and Public Warrants prior to exercising redemption rights with respect to the IPO Shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to
separate the units into the underlying IPO Shares and Public Warrants, or if a holder holds units registered in its, his or her own name, the holder must contact the transfer agent directly and instruct it to do so and tender its, his or her IPO
Shares to the transfer agent, through The Depository Trust Company. Holders of IPO Shares may elect to redeem all or a portion of their IPO Shares even if they vote for the Extension Proposal.
If the Extension Proposal is not approved and the Company does not consummate an initial business combination by January 14, 2023, then
the Company will (a) cease all operations except for the purpose of