IPO and Financial Proceeds - The company completed its IPO on January 14, 2021, raising gross proceeds of 10.00 per unit[23]. - Following the IPO, an additional 3.6 million units were sold, generating gross proceeds of 276 million deposited in the trust account[24]. - As of December 31, 2022, approximately 253.6 million[25]. - Stockholders holding 25,132,578 IPO Shares redeemed their shares for approximately 10.09 per share, leaving approximately 5,000,001 upon consummation of the Merger[30]. - A Voting Agreement has been established covering approximately 64.0% of GRIID's membership units, mandating votes in favor of the Merger[35]. - The Merger Agreement includes a termination date of January 14, 2023, with specific conditions under which it may be terminated[32]. - The initial business combination must involve target businesses with a fair market value equal to at least 80% of the trust account value[42]. - The company aims to acquire fundamentally sound businesses that are underperforming their potential and require management expertise[40]. Risks and Challenges - The company has faced challenges in meeting NYSE continued listing standards due to redemptions related to the extension approval[12]. - Risks include potential conflicts of interest from sponsors and management, as well as the possibility of mandatory liquidation if a business combination is not completed[11][13]. - The company has no operating history and is classified as a blank check company, which may complicate future business combinations[20]. - The lack of business diversification may expose the company to significant risks associated with economic and regulatory developments in a single industry[51]. - The company will cease operations and liquidate if it fails to complete an initial business combination by the applicable extension date[75]. Redemption and Shareholder Rights - Public stockholders may only receive approximately 5,000,001 immediately prior to or upon consummation of the initial business combination[63]. - If the initial business combination is not completed by the applicable extension date, the company will redeem the IPO Shares at a per-share price equal to the aggregate amount in the trust account, divided by the number of outstanding IPO Shares[75]. - The company expects to seek stockholder approval to remove limitations on redeeming or repurchasing IPO Shares in connection with the initial business combination[64]. - The redemption offer will remain open for at least 20 business days, and the company will not complete the initial business combination until the expiration of the tender offer period[59]. - The company’s Sponsor, directors, and officers have waived their redemption rights with respect to founder shares and any IPO Shares acquired after the IPO[56]. - If stockholder approval is required, the company will conduct redemptions in conjunction with a proxy solicitation and file proxy materials with the SEC[61]. Management and Operations - The management team intends to devote necessary time to affairs until the initial business combination is completed, though conflicts of interest may arise[49]. - The company may seek to recruit additional managers to enhance the management of the target business post-combination, but there is no assurance that suitable candidates will be available[55]. - The management team currently consists of three executive officers who will devote necessary time to the company's affairs until the initial business combination is completed[95]. Regulatory and Reporting Obligations - The company is required to file periodic reports with the SEC, including annual and quarterly reports[96]. - Audited financial statements of the prospective target business will be provided to stockholders as part of the tender offer materials[98]. - The company must evaluate its internal control procedures for the fiscal year ending December 31, 2022, as required by the Sarbanes-Oxley Act[99]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain reporting exemptions[100]. - The company can delay the adoption of new accounting standards until they apply to private companies, benefiting from an extended transition period[101]. - The company will remain an emerging growth company until it achieves total annual gross revenue of at least 700 million[102]. - The company is classified as a "smaller reporting company," allowing it to provide only two years of audited financial statements[103]. Financial Management and Trust Account - As of December 31, 2022, the company was not subject to any market or interest rate risk, with net proceeds from its IPO invested in U.S. government treasury bills or money market funds[270]. - The company has instructed its trustee to liquidate U.S. government treasury obligations and hold all funds in cash until the consummation of its initial business combination or liquidation[271]. - The expected per-share redemption amount upon dissolution is approximately 100,000 of accrued interest from the trust account to cover dissolution expenses if necessary[80]. - The Sponsor is liable to ensure that the trust account does not fall below 10.00 per IPO Share due to creditor claims, stockholders may receive less than the expected redemption amount[85]. - The company intends to redeem IPO Shares promptly if a business combination is not completed by the extension date, which may expose stockholders to liability for creditor claims[88]. - The company has filed a registration statement with the SEC regarding a proposed merger, which includes a proxy statement and prospectus[94].
Adit EdTech(ADEX) - 2022 Q4 - Annual Report