ADEX Adit EdTech Acquisition Corp

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting. The following questions and answers do not include all the information that is important to the Company’s stockholders. You are urged to read carefully the remainder of this proxy statement.

Q: Why am I receiving this proxy statement?

A: This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by the Board for use at the Special Meeting to be held virtually at https://www.cstproxy.com/aditedtech/ext2023 on June 30, 2023 at 10:00 a.m., Eastern Time. Stockholders may also attend the virtual meeting in listen-only mode by dialing 1-800-450-7155 (toll-free within the U.S. and Canada) and 1-857-999-9155 (outside of the U.S. and Canada), Conference ID: 9795310#, but will not be able to vote shares or ask questions during the Special Meeting. This proxy statement summarizes some of the information that you need to make an informed decision on the proposals to be considered at the Special Meeting.

The Company is a blank check company incorporated in Delaware on October 15, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On January 11, 2021, the Company entered into that certain Investment Management Trust Agreement (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Company in connection with the initial public offering (“IPO”). On January 14, 2021, the Company closed its IPO and sale of 24,000,000 units at a purchase price of $10.00 per unit, with each unit consisting of one share of its Common Stock and one warrant to purchase one share of its Common Stock at a purchase price of $11.50 per share, subject to adjustment as provided in the specimen warrant certificate and in the amended and restated warrant agreement. On January 19, 2021, the IPO underwriters fully exercised their over-allotment option and purchased 3,600,000 additional units. The units issued and sold in the IPO, including pursuant to the exercise of the underwriters’ over-allotment option generated proceeds of $276.0 million before deducting deferred underwriting compensation payable upon the closing of an initial business combination. Simultaneously with the consummation of the IPO, the Company consummated a private placement of 6,550,000 warrants at a purchase price of $1.00 per warrant for aggregate gross proceeds of approximately $6.6 million. Simultaneously with the closing of the issuance and sale of the additional units pursuant to the exercise of the underwriters’ over-allotment option, the Company issued and sold an additional 720,000 warrants at a purchase price of $1.00 per warrant in a private placement for aggregate gross proceeds of approximately $0.7 million. A total of $276.0 million was deposited into the Trust Account and the remaining net proceeds became available to be used as working capital and continuing general and administrative expenses. The Charter initially provided that the Company had until the 24-month anniversary of the IPO, which was January 14, 2023, to complete an initial business combination. On December 23, 2022, the Company held the First Extension Meeting, at which its stockholders approved a proposal to extend the date by which it must complete an initial business combination up to six times at the election of the Board for an additional one month each time for a maximum of six one-month extensions, the latest of which ends on July 14, 2023. The Company provided holders of IPO Shares with the ability to redeem such IPO Shares in connection with the First Extension Meeting. Stockholders holding 25,132,578 IPO Shares exercised their right to redeem such shares for a pro rata portion of the funds then on deposit in the Trust Account of approximately $253.6 million (approximately $10.09 per share), leaving approximately $25.0 million in the Trust Account as of December 31, 2022. The Charter provides for the return of the IPO proceeds held in the Trust Account to the holders of IPO Shares if the Company does not complete its initial business combination by the applicable Extended Date. For further information, see “Proposal No. 1—The Extension Proposal—Redemption Rights.”

The Company entered into the Merger Agreement, by and among the Company, Merger Sub, and GRIID, pursuant to which, Merger Sub will merge with and into GRIID, 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 the Company.

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While the Company and the other parties to the Merger Agreement are working toward satisfaction of the conditions to completion of the Merger and do not anticipate any issues in satisfying all such conditions (see “Proposal No. 1—The Extension Proposal—The Company’s Efforts Toward Completing an Initial Business Combination” for further information), it is possible that there will not be sufficient time before July 14, 2023 (if all six one-month extensions currently allowed under the Charter are approved by the Board) to hold a special meeting to obtain stockholder approval of and consummate the Merger. Accordingly, the Board believes that in order to be able to complete the Merger, it is appropriate for the Company to be able to further extend its existence in additional three-month increments (for a maximum of an additional six months in the aggregate). The Board has determined that it is in the best interests of the Company and its stockholders for the Board to have the ability to further extend the date by which the Company must complete an initial business combination up to two times for an additional three-months each time commencing on July 14, 2023 (for a maximum of two additional three-month extensions). 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.

If the NTA Proposal is not approved and there are significant requests for redemption in connection with the Extension Proposal or an initial business combination, such as the Merger, such that the Company’s NTA would be less than $5,000,001, the Charter would prevent the Company from effecting redemptions or repurchases to the extent that such redemptions or repurchases would cause the Company to exceed the redemption limitation. Additionally, the Company could consummate an initial business combination only if the redemption limitation was not exceeded. The Company believes that these limitations are not needed, since the purpose of such limitations was initially to ensure that the Common Stock would not be deemed a “penny stock” pursuant to Rule 3a51-1 under the Exchange Act, and therefore would not be considered a “blank check company” as defined under Rule 419 of the Securities Act. As long as the Company’s Common Stock remains listed on NYSE American or another national securities exchange, the Company believes that the IPO Shares would not be deemed to be a “penny stock” pursuant to other applicable provisions of Rule 3a51-1 under the Exchange Act. The Company is presenting the NTA Proposal to facilitate the Second Extension and, ultimately, consummation of the Merger. If the NTA Proposal is approved, the Company’s failure to meet the listing requirements of the NYSE American or a national securities exchange could result in an inability of the Company to list its Common Stock on NYSE American or a national securities exchange and could subject the Company to required compliance with the penny stock trading rules.

Q: What is being voted on at the Special Meeting?

A: You are being asked to vote on the following proposals:

1. Proposal No. 1—The Extension Proposal—To amend Section 5.7 of the Charter, in the form set forth in Annex A of this proxy statement, to authorize the Company, at the election of the Board, to extend up to two times for an additional three months each time (for a maximum of two three-month extensions) the date by which it must consummate an initial business combination or otherwise (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem all of the IPO Shares and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and in accordance with applicable law, dissolve and liquidate;

2. Proposal No. 2—The NTA Proposal—To amend Sections 5.4, 5.5, 5.6 and 5.11 of the Charter, in the form set forth in Annex A of this proxy statement, to remove the prohibition on the Company consummating an initial business combination or effecting a redemption or repurchase of IPO Shares in connection with an approved initial business combination, a tender offer and certain amendments to the Charter (described below) if, upon approval of any such initial business combination, tender offer or Charter amendment, the redemption limitation (or any greater net tangible asset or cash requirement upon consummation of the Company’s initial business combination that may be contained in the agreement relating to the initial business combination) is exceeded. The Charter amendments relate to modifications of the substance or timing of the Company’s obligation to provide for the redemption of IPO Shares in connection with an initial business combination, the redemption of

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100% of the IPO Shares if the Company has not consummated an initial business combination within 24 months from the closing of the Company’s IPO, or with respect to any other material provisions of the Charter relating to stockholder’s rights or pre-initial business combination activity; and

3. Proposal No. 3—The Adjournment Proposal—To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal or the NTA Proposal.

If the Extension Proposal is approved, the Company plans to hold another stockholder meeting prior to the applicable Extended Date in order to seek stockholder approval of the Merger and related proposals or pursue an alternative target to consummate the Company’s initial business combination if the Company is unable to consummate the Merger. None of the proposals are conditioned on the passage of any other proposal.

The Board does not know of any other matters to be presented at the Special Meeting. If any additional matters are properly presented at the Special Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares they represent in accordance with their own judgment on such matters. If you do not give instructions to your broker, bank or nominee, they can vote your shares with respect to certain “discretionary” items, but they cannot vote your shares with respect to certain “non-discretionary” items.

You are not being asked to vote on the Merger or any other initial business combination at this time. If the Second Extension is implemented and you do not elect to redeem all of your IPO Shares in connection with the Extension Proposal or the NTA Proposal or if not all of your IPO Shares are accepted for redemption, you will retain the right to (a) vote on the Merger or such other initial business combination if you are a holder of Common Stock as of the record date for a meeting of stockholders called for such purpose and (b) redeem your IPO Shares for cash in the event the Merger or any other initial business combination is approved and completed or the Company has not consummated an initial business combination by the applicable Extended Date, if the Extension Proposal is approved.

Q: Who can vote at the Special Meeting?

A: In deciding all matters at the Special Meeting, each stockholder is entitled to one vote on each proposal presented at the Special Meeting for each share of Common Stock held of record as of May 8, 2023, the record date for the Special Meeting. As of the close of business on the record date, there were 9,367,422 outstanding shares of Common Stock.

Registered Stockholders. If your shares are registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in person (online) at the Special Meeting.

Street Name Stockholders. If your shares are held on your behalf in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares held in “street name,” and your broker or nominee is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee as to how to vote your shares. However, since a beneficial owner is not the stockholder of record, you may not vote your Common Stock at the Special Meeting unless you follow your broker’s procedures for obtaining a legal proxy.

Q: What is the effect of giving a proxy?

A: Proxies are solicited by and on behalf of the Board. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Special Meeting in accordance with the instructions of

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the stockholder. If no specific instructions are given, however, the shares of Common Stock will be voted in accordance with the recommendations of the Board as described below. If any matters not described in this proxy statement are properly presented at the Special Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Special Meeting is adjourned, the proxy holders can vote the shares on the new Special Meeting date as well, unless you have properly revoked your proxy instructions, as described elsewhere herein.

Q: Can I attend the Special Meeting?

A: Stockholders of record may vote their shares electronically at the Special Meeting by following the instructions at https://www.cstproxy.com/aditedtech/ext2023. Stockholders are also urged to vote their proxies by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope, or by voting online at https://www.cstproxy.com/aditedtech/ext2023. To ensure your representation at the Special Meeting, you are urged to complete, sign, date and return the enclosed proxy card or vote online as soon as possible. To vote online and to participate in the virtual meeting, a Company stockholder of record will need the 12-digit control number included on such stockholder’s proxy card or instructions that accompanied the proxy materials. Stockholders may also attend the virtual meeting in listen-only mode by dialing 1-800-450-7155 (toll-free within the U.S. and Canada) and 1-857-999-9155 (outside of the U.S. and Canada), Conference ID: 9795310#, but will not be able to vote shares or ask questions during the meeting. If a stockholder holds its, his or her shares in “street name,” which means its, his or her shares are held of record by a broker, bank or other nominee, such stockholder should contact its, his or her broker, bank or nominee to ensure that votes related to the shares he or she beneficially owns are properly counted. In this regard, such stockholder must provide the record holder of its, his or her shares with instructions. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote in person (online), obtain a proxy from your broker or bank. The Special Meeting webcast will begin promptly at 10:00 a.m., Eastern Time. Stockholders are encouraged to access the Special Meeting at least 15 minutes prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.

Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have the same effect as a vote “AGAINST” each of the proposals presented at the Special Meeting. Broker non-votes will not be considered present for purposes of establishing a quorum, will have the same effect as a vote “AGAINST” the Extension Proposal and the NTA Proposal, and will have no effect on the outcome of the Adjournment Proposal. A stockholder’s failure to vote by proxy or to vote in person (online) at the Special Meeting will not be counted towards the number of shares of Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, will have the effect as a vote “AGAINST” the Extension Proposal and the NTA Proposal and no effect on the outcome of the Adjournment Proposal.

Q: Why should I vote to approve the Second Extension?

A: The Charter provides that the Company has until July 14, 2023 (if all six one-month extensions allowed under the current Charter are approved by the Board), to complete an initial business combination. While the Company and the other parties to the Merger Agreement are working toward satisfaction of the conditions to completion of the Merger and do not anticipate any issues in satisfying all such conditions (see “Proposal No. 1—The Extension Proposal—The Company’s Efforts Toward Completing an Initial Business Combination” for further information), it is possible that there will not be sufficient time before the applicable Extended Date to hold a special meeting to obtain stockholder approval of and consummate the Merger or any other initial business combination. Accordingly, the Board believes that in order to be able to successfully complete the Merger or any other initial business combination, it is appropriate for the Company to be able to further extend its existence in additional one-month increments (for a maximum of an additional six months in the aggregate). The Board has determined that it is in the best interests of the Company and its stockholders for the Board to have the ability to

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further extend the date by which the Company must complete an initial business combination up to two times for an additional three months each time commencing on July 14, 2023 (for a maximum of two additional three-month extensions). If the Extension Proposal is approved, the Company plans to hold another stockholder meeting prior to the applicable Extended Date in order to seek stockholder approval of the Merger and related proposals or pursue an alternative target to consummate an initial business combination if the Company is unable to consummate the Merger. 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.

If the Extension Proposal is not approved and the Company does not consummate an initial business combination by the applicable Extended Date, then the Company will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem all of the outstanding IPO Shares and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and in accordance with applicable law, dissolve and liquidate.

The Company believes that the provisions of the Charter described in the preceding paragraph were included to protect the Company’s stockholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable initial business combination in the timeframe contemplated by the Charter. The Company also believes, however, that given the Company’s expenditure of time, effort and money on pursuing an initial business combination, the Company’s entry into the Merger Agreement, and the Company’s belief that the Merger offers an attractive investment for its stockholders, the Second Extension is in the best interests of its stockholders.

In connection with the Extension Proposal and the NTA Proposal and subject to the redemption limitation, holders of IPO Shares may elect to redeem their IPO Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in 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. See “Proposal No. 1—The Extension Proposal—Redemption Rights.”

The Company is not proposing to change its obligation to the holders of IPO Shares to liquidate the Trust Account if an initial business combination is not completed. If a holder of IPO Shares does not elect to redeem all of its IPO Shares, or if not all of such a holder’s IPO Shares are accepted for redemption, such a holder shall retain redemption rights with respect to such IPO Shares in connection with an initial business combination. Assuming the Extension Proposal is approved, the Company will have additional time beyond July 14, 2023, until the then-applicable Extended Date, to complete an initial business combination.

The Board recommends that you vote in favor of the Extension Proposal, but expresses no opinion as to whether you should redeem your IPO Shares.

Q: Will the Company deposit additional funds into the Trust Account in connection with any of the Proposals to be voted upon at the Special Meeting?

A: The Company does not expect that it or any other party will make a deposit of any additional funds into the Trust Account in connection with or as a result of the Extension Proposal, the NTA Proposal, or the Adjournment Proposal. As a result, the only appreciation, if any, in value of the Trust Account will result from the nominal interest earned on the existing funds in the Trust Account.

Q: Why should I vote to approve the NTA Proposal?

A: The purpose of the NTA Proposal is to eliminate from the Charter the redemption limitation, which is currently implicated in connection with the consummation of an initial business combination, and a redemption in connection with an initial business combination, tender offer, and certain amendments to the Charter. Unless

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the redemption limitation is removed, the Company will not consummate an initial business combination or effect redemptions or repurchases of IPO Shares in connection with any such initial business combination, tender offer or Charter amendment (such as the Charter amendment contemplated by the Extension Proposal and the NTA Proposal), to the extent such redemptions or repurchases would cause the Company to exceed the redemption limitation.

The purpose of the redemption limitation was initially to ensure that the Common Stock would not be deemed a “penny stock” pursuant to Rule 3a51-1 under the Exchange Act. As long as the Company’s Common Stock remains listed on NYSE American or another national securities exchange, the Company believes that the IPO Shares would not be deemed to be a “penny stock” pursuant to other applicable provisions of Rule 3a51-1 under the Exchange Act. The Company is presenting the NTA Proposal to facilitate the Second Extension and, ultimately, consummation of the Merger.

Furthermore, approval and adoption of the NTA Proposal would be necessary to facilitate the consummation of the Merger if the Company’s NTA would be below the redemption limitation immediately prior to the closing of the Merger and the post-Merger surviving company’s (“New GRIID”) NTA would be below the redemption limitation immediately following the closing of the Merger. If the NTA Proposal is approved, the parties also intend to amend the Merger Agreement prior to closing of the Merger to remove the condition that the Company have at least $5,000,001 of NTA remaining after the Company’s stockholders have exercised their right to redeem their IPO Shares in connection with the closing of the Merger.

The Board recommends that you vote in favor of the NTA Proposal.

Q: What vote is required to approve the Extension Proposal?

A: Approval of the Extension Proposal requires the affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote at the Special Meeting. Assuming all of the 9,367,422 issued and outstanding shares of Common Stock as of the record date are voted at the Special Meeting, the Extension Proposal will be approved if 4,683,712 outstanding shares of Common Stock are voted in favor of the Extension Proposal. Based on the number of shares of Common Stock outstanding on the record date, 4,683,712 shares of Common Stock, in the aggregate, will be required to achieve a quorum. If stockholders holding the minimum number of shares of Common Stock to constitute a quorum are present at the Special Meeting, then the Extension Proposal will be approved if 4,683,712 outstanding shares of Common Stock are voted in favor of the Extension Proposal. As of the record date, the Sponsor and the Company’s officers and directors own approximately 73.3% of the Company’s issued and outstanding Common Stock, in the aggregate. As a result, quorum may be established and the Extension Proposal may be approved without the affirmative vote of any of the outstanding IPO Shares.

Q: What vote is required to approve the NTA Proposal?

A: Approval of the NTA Proposal requires the affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote at the Special Meeting. Assuming all of the 9,367,422 issued and outstanding shares of Common Stock as of the record date are voted at the Special Meeting, the NTA Proposal will be approved if 4,683,712 outstanding shares of Common Stock are voted in favor of the NTA Proposal. Based on the number of shares of Common Stock outstanding on the record date, 4,683,712 shares of Common Stock, in the aggregate, will be required to achieve a quorum. If stockholders holding the minimum number of shares of Common Stock to constitute a quorum are present at the Special Meeting, then the NTA Proposal will be approved if 4,683,712 outstanding shares of Common Stock are voted in favor of the NTA Proposal. As of the record date, the Sponsor and the Company’s officers and directors own approximately 73.3% of the Company’s issued and outstanding Common Stock, in the aggregate. As a result, quorum may be established and the NTA Proposal may be approved without the affirmative vote of any of the outstanding IPO Shares.

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Q: What vote is required to approve the Adjournment Proposal?

A: Approval of the Adjournment Proposal requires the affirmative vote of a majority of the outstanding shares of Common Stock as of the record date present, in person (online) or by proxy, and entitled to vote at the Special Meeting.

Q: What will happen if I abstain from voting or fail to vote at the Special Meeting?

A: Abstentions will be counted in connection with the determination of whether a valid quorum is established but will not count as votes cast and will have the same effect as a vote “AGAINST” each of the proposals. Broker non-votes will not be considered present for purposes of establishing a quorum, will have the same effect as a vote “AGAINST” the Extension Proposal and the NTA Proposal, and will have no effect on the outcome of the Adjournment Proposal. Failure to vote by proxy or to attend in person (online) at the Special Meeting will not be counted towards the number of shares of Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, will have the effect as a vote “AGAINST” the Extension Proposal and the NTA Proposal and no effect on the outcome of the Adjournment Proposal.

Q: What happens if the Extension Proposal is not approved?

A: If the Extension Proposal is not approved and the Company does not consummate an initial business combination by July 14, 2023 (if all six one-month extensions allowed under the current Charter are approved by the Board), then the Company will (a) cease all operations except for the purpose of winding up and (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem all of the outstanding IPO Shares and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and in accordance with applicable law, dissolve and liquidate.

The Sponsor and our directors, officers, and industry advisors have each agreed to waive their respective rights to liquidating distributions from the Trust Account in respect of any Common Stock held by the Sponsor or such director, officer or industry advisor, as applicable, if the Company fails to complete an initial business combination by the applicable Extended Date, if the Extension Proposal is approved. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial business combination by the applicable Extended Date, if the Extension Proposal is approved. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account.

Q: What happens if the NTA Proposal is not approved?

A: If the NTA Proposal is not approved and there are significant requests for redemption, such that the Company’s NTA would be less than $5,000,001, the Company intends to effect redemptions to the maximum extent permitted by the current Charter. See “Proposal No. 1—The Extension Proposal—Redemption Rights.” Additionally, the Company could consummate an initial business combination only if the redemption limitation was not exceeded.

Q: If the Extension Proposal is approved, what happens next?

A: The Company is continuing its efforts to complete its initial business combination, which will involve efforts to complete the closing conditions to the Merger Agreement, including, without limitation, holding a special meeting to consider and approve the Merger and related proposals, or pursue other targets with which to complete its initial business combination if the Company is unable to consummate the Merger.

The Company is seeking approval of the Extension Proposal to extend the deadline by which the Company must complete the Merger or any other initial business combination. The Charter initially provided that the Company had until the 24-month anniversary of the IPO, which was January 14, 2023, to complete an initial

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business combination. On December 23, 2022, the Company held the First Extension Meeting, at which its stockholders approved a proposal to extend the date by which it must complete an initial business combination up to six times at the election of the Board for an additional one month each time for a maximum of six one-month extensions, the latest of which ends on July 14, 2023. While the Company and the other parties to the Merger Agreement are working toward satisfaction of the conditions to completion of the Merger and do not anticipate any issues in satisfying all such conditions (see “Proposal No. 1—The Extension Proposal—The Company’s Efforts Toward Completing an Initial Business Combination” for further information), it is possible that there will not be sufficient time before July 14, 2023 (if all six one-month extensions currently allowed under the Charter are approved), to hold a special meeting to obtain stockholder approval of and consummate the Merger or any other initial business combination. Accordingly, the Board believes that in order to be able to complete the Merger, it is appropriate for the Company to be able to extend its existence in additional three-month increments (for a maximum of six months in the aggregate). If stockholders approve the Merger or any other initial business combination, the Company expects to consummate the Merger or such other initial business combination as soon as possible following stockholder approval and satisfaction of the other conditions to the consummation of the Merger or such other initial business combination.

Upon approval of the Extension Proposal by a majority of the then-outstanding shares of Common Stock entitled to vote at the Special Meeting, the Company will amend the Charter to allow the Company, upon approval of the Board, to be able to extend its existence in additional three-month increments commencing on July 14, 2023 (for a maximum of six months in the aggregate). The Company will remain a reporting company under the Exchange Act, and its units, Common Stock and Public Warrants will remain publicly traded.

If the Extension Proposal is approved and adopted, any associated redemptions will result in the removal of any Withdrawal Amount from the Trust Account, which will reduce the amount remaining in the Trust Account, and an increase in the percentage interest of Common Stock held by the Sponsor and its affiliates.

Q: Will the Company effect redemptions if properly made redemption requests in connection with the Special Meeting exceed the redemption limitation?

A: In the event that the Extension Proposal or the NTA Proposal are approved, and properly made requests for redemption of IPO Shares would cause the Company to exceed the redemption limitation, the Company intends to effect redemptions to the maximum extent permitted by the current Charter. See “Proposal No. 1—The Extension Proposal—Redemption Rights.”

Q: What happens if the Merger is subject to CFIUS review?

A: Certain investments that involve the acquisition of, or investment in, a U.S. business by a non-U.S. investor may be subject to review and approval by the Committee on Foreign Investment in the United States (“CFIUS”). Whether CFIUS has jurisdiction to review a transaction depends on, among other factors, whether the transaction involves a “foreign person,” as defined by Section 721 of the Defense Production Act of 1950 and its implementing regulations (“Section 721”), and the rights and interest that such foreign person acquires in the U.S. business. For example, CFIUS has jurisdiction to review a transaction that results in “control” of a U.S. business by a foreign person, as well as certain transactions in which a foreign person acquires an equity interest along with certain non-passive rights in certain U.S. businesses.

The Company does not believe that either it or its Sponsor is a foreign person within the meaning of Section 721. The Company is a Delaware corporation and its Sponsor is a Delaware limited liability company; neither the Company nor its Sponsor is controlled by any foreign person or has substantial ties to a non-U.S. person. Additionally, GRIID is a Delaware limited liability company. If CFIUS were to determine the Company or its Sponsor to be a foreign person, then CFIUS could have jurisdiction to review transactions undertaken by the Company that otherwise meet the criteria to be subject to CFIUS jurisdiction. If CFIUS were to identify unresolvable national security concerns related to such transaction, the Company may be unable to consummate the Merger, or any other initial business combination.

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In addition, if the Merger, or any other initial business combination, is subject to CFIUS jurisdiction, the Company may be required or determine it advisable to submit a notice to CFIUS regarding the transaction, or to proceed with the transaction without notifying CFIUS and risk CFIUS intervention, before or after closing. The Company does not believe it or its Sponsor is a foreign person; however, if CFIUS took a different view, it could review the Merger, or any other initial business combination, undertaken by the Company that otherwise meets the requirements for CFIUS to have jurisdiction, suspend the transaction, impose conditions to address national security concerns with respect to the transaction, recommend that the President of the United States prohibit the transaction (which, if the transaction has closed, could take the form of an order to divest all or a portion of a U.S. business), or impose civil penalties if CFIUS determines that a mandatory notification requirement applied and was not satisfied. Additionally, the laws and regulations of other U.S. government entities may impose review or approval procedures on account of any potential foreign ownership by the Sponsor.

The process of any review by CFIUS could be lengthy. Because the Company has only a limited time to complete an initial business combination, failure to obtain any required approvals by the applicable Extension Date, if the Extension Proposal is approved, may require the Company to liquidate. If the Company is forced to liquidate, holders of IPO Shares will only be entitled to a pro rata portion of the Trust Account (including interest but net of taxes payable), and the Public Warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a potential business combination and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Q: If the NTA Proposal is approved and adopted and the Company has $5 million or less in NTA and also fails to comply with the listing requirements of NYSE American, would the penny stock rules apply?

A: Rule 3a51-1 under the Exchange Act defines a “penny stock” as any security not meeting one of several exceptions. These exceptions include securities listed on national securities exchanges and those of issuers that have been in existence for less than three years and have $5 million or less in NTA. If the NTA Proposal is approved and the Company fails to have greater than $5 million in NTA and fails to maintain its listing with NYSE American (including as a result of failing to comply with NYSE American’s listing requirements), the Company expects that it would be deemed to be a “penny stock.”

Q: What are the implications of becoming a “penny stock”?

A: If the Company were to be deemed to be a “penny stock,” the Company would be subject to the “penny stock” rules of the SEC, including categorization as a “blank check company” as defined under Rule 419 of the Securities Act.

Among other things, the SEC’s penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and the salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that before a transaction in a penny stock occurs, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s agreement to the transaction. If applicable in the future, these rules may restrict the ability of brokers-dealers to sell the Company’s Common Stock and may affect the ability of investors to sell their shares, until the Company’s Common Stock no longer is considered a penny stock. The Company would also be categorized as a “blank check company” under Rule 419 of the Securities Act, which would require the Company to comply with the terms of such rule in connection with any SEC-registered securities offerings by the Company.

Q: Is the Company subject to the Investment Company Act of 1940?

A: The Company completed its IPO in January 2021. Since the Company is a blank check company, the efforts of its Board and management since the completion of its IPO have been focused on searching for a target

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business with which to consummate an initial business combination and, since November 29, 2021, on the consummation of the Merger.

On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”), which include proposals relating to the circumstances in which special purpose acquisition companies (“SPACs”) such as the Company could be subject to the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor from one prong of the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act for a SPAC satisfying certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC transaction. Specifically, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of the SPAC’s registration statement for its IPO (an “IPO Registration Statement”). The SPAC also would need to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a SPAC like the Company, that will not complete its initial business combination within 24 months from the effective date of its IPO Registration Statement. It is possible that a claim could be made that the Company has been operating as an unregistered investment company. If the Company was deemed to be an investment company for purposes of the Investment Company Act, it might be forced to abandon its efforts to complete an initial business combination and instead be required to liquidate. If the Company is required to liquidate, its investors would not be able to realize the benefits of owning stock in a successor operating business, such as any appreciation in the value of the Company’s stock and warrants following such a transaction, the Company’s warrants would expire worthless and shares of its Common Stock would have no value apart from their pro rata entitlement to the funds then-remaining in the Trust Account.

The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, there is a greater risk that the Company may be considered an unregistered investment company, in which case the Company may be required to liquidate. To mitigate the risk of the Company being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), in January 2023, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations and money market funds held in the Trust Account and to hold all funds in the Trust Account in cash until the earlier of consummation of the Company’s initial business combination or liquidation. As a result, following such liquidation, the Company has received, and will likely continue to receive, minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount its public stockholders would receive upon any redemption or liquidation of the Company.

Q: Where will I be able to find the voting results of the Special Meeting?

A: The Company expects to announce preliminary voting results during the Special Meeting. The Company also expects to disclose voting results on a Current Report on Form 8-K that the Company expects to file with the SEC within four business days after the Special Meeting. If final voting results are not available to the Company in time to file a Current Report on Form 8-K within four business days after the Special Meeting, the Company expects to file a Current Report on Form 8-K to publish preliminary results and expects to provide the final results in an amendment to such Current Report on Form 8-K as soon as they become available.

Q: Would I still be able to exercise my redemption rights in connection with a vote to approve a proposed initial business combination such as the Merger?

A: Yes. Assuming you do not elect to redeem all of your IPO Shares in connection with the Special Meeting and are a stockholder as of the record date for voting on a proposed initial business combination, or if not all of your

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IPO Shares are accepted for redemption, you will be able to vote on a proposed initial business combination when it is submitted to stockholders and you will retain your right to redeem your IPO Shares upon consummation of such initial business combination, subject to any limitations set forth in the Charter.

Q: How do I vote?

A: If you are a holder of record of Common Stock on May 8, 2023, the record date for the Special Meeting, you may vote in person (online) at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope, or by voting online at https://www.cstproxy.com/aditedtech/ext2023. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person (online), obtain a valid proxy from your broker, bank or nominee.

The Special Meeting is currently scheduled to be held entirely online as indicated above. Stockholders of record may vote their shares electronically at the Special Meeting by following the instructions at https://www.cstproxy.com/aditedtech/ext2023. Stockholders are also urged to vote their proxies by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope, or to direct their brokers or other agents on how to vote the shares in their accounts, as applicable.

Q: May I change or revoke my vote after I have submitted my executed proxy card?

A: Stockholders may change their vote or revoke their proxy by sending a later-dated, signed proxy card to Adit EdTech Acquisition Corp., 1345 Avenue of the Americas, 33rd Floor, New York, NY 10105; Attention: Secretary, so that it is received by the Company’s Secretary prior to the vote at the Special Meeting; transmitting a subsequent vote over the Internet prior to 11:59 p.m., Eastern Time, on June 29, 2023; or attending the Special Meeting and voting in person (online). A stockholder’s last vote, whether prior to or at the Special Meeting, is the vote that will be counted. Stockholders also may revoke their proxy by sending a notice of revocation to the Company’s Secretary, which must be received by the Company’s Secretary prior to the vote at the Special Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q: How are votes counted?

A: Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes for each of the proposals. A stockholder’s failure to vote by proxy or to attend the Special Meeting will not be counted towards the number of shares of Common Stock required to validly establish a quorum. Abstentions will be counted in connection with the determination of whether a valid quorum is established.

Q: If my shares are held in “street name,” will my broker automatically vote them for me?

A: No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum. Broker non-votes will have the same effect as a vote “AGAINST” the Extension Proposal and the NTA Proposal,

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and will have no effect on the outcome of the Adjournment Proposal. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q: What constitutes a quorum at the Special Meeting?

A: The presence, in person (online) or by proxy, of stockholders holding a majority of the shares issued and outstanding and entitled to vote at the Special Meeting constitutes a quorum at the Special Meeting. Based on the number of shares of Common Stock outstanding on the record date for the Special Meeting, 4,683,712 shares of Common Stock, in the aggregate, will be required to achieve a quorum.

Q: Does the Board recommend voting for the approval of the proposals?

A: Yes. After careful consideration of the terms and conditions of these proposals, the Board has determined that each of the proposals is in the best interests of the Company and its stockholders. The Board recommends that the Company’s stockholders vote “FOR” each of the proposals.

Q: What interests do the Company’s directors and officers have in the approval of the proposals?

A: The Company’s directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a stockholder. See “Proposal No. 1—The Extension Proposal—Interests of Certain Persons.”

Q: Are there any appraisal or similar rights for dissenting stockholders?

A: No. There are no appraisal rights in connection with any of the proposals to be voted on at the Special Meeting. The Company’s warrants do not have voting rights in connection with the proposals.

Q: What happens to the Company’s warrants if the Extension Proposal is approved?

A: If the Extension Proposal is approved, the Company will continue to attempt to consummate an initial business combination until the applicable Extended Date, and will retain the blank check company restrictions previously applicable to it. The warrants will remain outstanding in accordance with their terms.

Q: How do I redeem my IPO Shares?

A: In order to exercise your redemption rights, you must (i) if you hold your IPO Shares through units, elect to separate your units into the underlying shares and Public Warrants prior to exercising your redemption rights with respect to the shares, and (ii) in any case, prior to 5:00 p.m., Eastern Time, on June 28, 2023 (two business days before the Special Meeting), tender your shares electronically and submit a request in writing to Continental Stock Transfer & Trust Company, the Company’s transfer agent, that the Company redeem such IPO Shares for cash at the following address:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: SPAC Redemption Team

Email: spacredemptions@continentalstock.com

Your written request should include a certification that you are not acting in concert or as a partnership, syndicate, or other “group” (as defined in Section 13 of the Exchange Act) with any other stockholder with

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respect to such IPO Shares. The Company’s existing organizational documents provide that a holder of IPO Shares, acting together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for purposes of acquiring, holding, or disposing of any shares of the Company, will be restricted from exercising this redemption right with respect to more than 15% of the shares of Common Stock in the aggregate without the prior consent of the Company. There will be no redemption rights with respect to the Company’s warrants.

Stockholders that hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares delivered electronically in order to exercise their redemption rights. Holders of outstanding units of the Company must separate the underlying IPO Shares and Public Warrants prior to exercising redemption rights with respect to the IPO Shares. If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions to Continental Stock Transfer & Trust Company. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using the Depository Trust & Clearing Corporation deposited withdrawal at custodian (“DWAC”) system, a withdrawal of the relevant units and a deposit of an equivalent number of IPO Shares and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the IPO Shares from the units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your IPO Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with the Company’s consent, until the vote is taken at the Special Meeting. If you delivered your IPO Shares for redemption to the Company’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the Company’s transfer agent return such IPO Shares. You may make such request by contacting the Company’s transfer agent at the phone number or address listed above.

Q: What should I do if I receive more than one set of voting materials?

A: You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you vote by mail, please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

Q: Who will solicit and pay the cost of soliciting proxies?

A: The Company will pay the cost of soliciting proxies for the Special Meeting. The Company has engaged Okapi Partners LLC (“Okapi”) to assist in the solicitation of proxies for the Special Meeting. The Company has agreed to pay Okapi a fee of $25,000. The Company will reimburse Okapi for reasonable out-of-pocket losses, damages and expenses. The Company will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares for their expenses in forwarding soliciting materials to beneficial owners of shares and in obtaining voting instructions from those owners. The Company’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q: Who can help answer my questions?

A: If you have questions about the Special Meeting or the proposals to be presented thereat, if you need additional copies of the proxy statement or the enclosed proxy card, or if you would like copies of any of the

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Company’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2022 and its subsequent Quarterly Reports on Form 10-Q, you should contact:

Adit EdTech Acquisition Corp.

1345 Avenue of the Americas, 33rd Floor

New York, NY 100105

Tel: (646) 291-6930

You may contact the Company’s proxy solicitor at:

Okapi Partners LLC

1212 Avenue of the Americas, 17th Floor

New York, NY 10036

Individuals call toll-free: (877) 259-6290

Banks and brokers call: (212) 297-0720

Email: info@okapipartners.com

You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in “Where You Can Find Additional Information.”

If you are a holder of IPO Shares and you intend to seek redemption of such IPO Shares, you will need to deliver your IPO Shares (either physically or electronically) to the Company’s transfer agent at the address below prior to 5:00 p.m., Eastern Time, on June 28, 2023 (two business days prior to the vote at the Special Meeting). If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

Attention: SPAC Redemption Team

Email: spacredemptions@continentalstock.com

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THE SPECIAL MEETING

Date, Time, Place and Purpose of the Special Meeting

The Special Meeting will be held online at https://www.cstproxy.com/aditedtech/ext2023 on June 30, 2023, at 10:00 a.m., Eastern Time, for stockholders to consider and vote upon the proposals to be put to the Special Meeting. Stockholders may also attend the virtual meeting in listen-only mode by dialing 1-800-450-7155 (toll-free within the U.S. and Canada) and 1-857-999-9155 (outside of the U.S. and Canada), Conference ID: 9795310#, but will not be able to vote shares or ask questions during the meeting.

At the Special Meeting, you will be asked to consider and vote on the following proposals:

1. Proposal No. 1 - The Extension Proposal - To amend Section 5.7 of the Charter, in the form set forth in Annex A of this proxy statement, to authorize the Company, at the election of the Board, to extend up to two times for an additional three months each time (for a maximum of two three-month extensions), commencing on July 14, 2023, the date by which it must (a) consummate its initial business combination, or otherwise (b) cease all operations except for the purpose of winding up and as promptly as reasonably possible but not more than ten business days thereafter, redeem all of the IPO Shares and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and in accordance with applicable law, dissolve and liquidate;

2. Proposal No. 2 - The NTA Proposal—To amend Sections 5.4, 5.5, 5.6 and 5.11 of the Charter, in the form set forth in Annex A of this proxy statement, to remove the prohibition on the Company consummating an initial business combination or effecting a redemption or repurchase of IPO Shares in connection with an approved initial business combination, a tender offer and certain amendments to the Charter (described below) if, upon approval of any such initial business combination, tender offer or Charter amendment, the Company does not have NTA in excess of $5 million (or any greater net tangible asset or cash requirement upon consummation of the Company’s initial business combination that may be contained in the agreement relating to the initial business combination) after payment of the deferred underwriting commission. The Charter amendments relate to modifications of the substance or timing of the Company’s obligation to provide for the redemption of IPO Shares in connection with an initial business combination, the redemption of 100% of the IPO Shares if the Company has not consummated an initial business combination within 24 months from the closing of the Company’s IPO, or with respect to any other material provisions of the Charter relating to stockholder’s rights or pre-initial business combination activity; and

3. Proposal No. 3 - The Adjournment Proposal - To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal or the NTA Proposal.

Voting Power; Record Date

Only stockholders of record of the Company as of the close of business on May 8, 2023 are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. Each share of Common Stock entitles its holder thereof to one vote for each proposal. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 9,367,422 shares of Common Stock issued and outstanding. The Company’s warrants do not have voting rights in connection with the proposals.

Quorum and Vote of Stockholders

A quorum of the Company’s stockholders is necessary to hold a valid meeting. The presence, in person (online) or by proxy, of stockholders holding a majority of the shares of Common Stock issued and outstanding and entitled to vote at the Special Meeting constitutes a quorum at the Special Meeting.

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Abstentions will be considered present for the purposes of establishing a quorum. Broker non-votes will not be considered present for purposes of establishing a quorum. A stockholder’s failure to vote by proxy or to vote in person (online) at the Special Meeting will not be counted towards the number of shares of Common Stock required to validly establish a quorum.

Based on the number of shares of Common Stock outstanding on the record date, 4,683,712 shares of Common Stock, in the aggregate, will be required to achieve a quorum.

Votes Required

Approval of each of the Extension Proposal and the NTA Proposal requires the affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote at the Special Meeting. Broker non-votes will not be considered present for purposes of establishing a quorum, will have the same effect as a vote “AGAINST” the Extension Proposal and the NTA Proposal. Accordingly, if a valid quorum is established, a stockholder’s failure to vote by proxy or to vote at the Special Meeting with regard to the Extension Proposal or the NTA Proposal will have the same effect as a vote “AGAINST” such proposal.

The approval of the Adjournment Proposal requires the affirmative vote of a majority of the outstanding shares of Common Stock as of the record date present, in person (online) or by proxy, and entitled to vote at the Special Meeting. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have the same effect as a vote “AGAINST” the Adjournment Proposal. Broker non-votes will not be considered present for purposes of establishing a quorum, and will have no effect on the outcome of the Adjournment Proposal. Accordingly, if a valid quorum is established, a stockholder’s failure to vote by proxy or to vote at the Special Meeting with regard to the Adjournment Proposal will have no effect on the outcome of such proposal.

Voting

The Board is asking for your proxy. Giving your proxy means you authorize each of David L. Shrier and John J. D’Agostino as proxies to vote your shares at the Special Meeting in the manner you direct. You may vote for any proposal or you may abstain from voting for such proposal. When proxies are properly dated, executed and returned, the shares of Common Stock represented by such proxies will be voted at the Special Meeting in accordance with the instructions of the stockholder. If no choice is indicated on the proxy, the shares of Common Stock will be voted “FOR” each of the proposals in accordance with the recommendations of the Board and as the proxy holders may determine in their discretion with respect to any other matters that may properly come before the Special Meeting.

You may vote your shares at the Special Meeting in person (online) or by proxy. You may attend the Special Meeting online at https://www.cstproxy.com/aditedtech/ext2023. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope, or by voting online at https://www.cstproxy.com/aditedtech/ext2023. If you hold your shares of Common Stock in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares of Common Stock you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares of Common Stock or, if you wish to attend the Special Meeting and vote in person (online), obtain a valid proxy from your broker, bank or nominee.

Proxies that are marked “abstain” will be treated as shares present for purposes of determining the presence of a quorum on all matters. If a stockholder holding shares of Common Stock in “street name” does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary” matters. The Company believes each of the proposals to be voted on at the Special Meeting constitutes a “non-discretionary” matter.

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Stockholders that have questions or need assistance in completing or submitting their proxy cards or voting online should contact the Company’s proxy solicitor, Okapi, at (877) 259-6290 (banks and brokers can call collect at (212) 297-0720) or by emailing info@okapipartners.com.

Revocability of Proxies

Stockholders may change their vote or revoke their proxy by sending a later-dated, signed proxy card to Adit EdTech Acquisition Corp., 1345 Avenue of the Americas, 33rd Floor New York, NY 10105; Attention: Secretary, so that it is received by the Company prior to the vote at the Special Meeting; transmitting a subsequent vote over the Internet prior to 11:59 p.m., Eastern Time, on June 29, 2023; or attending the Special Meeting and voting in person (online). A stockholder’s last vote, whether prior to or at the Special Meeting, is the vote that will be counted. Stockholders also may revoke their proxy by sending a notice of revocation to the Company’s Secretary, which must be received by the Company’s Secretary prior to the vote at the Special Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Attendance at the Special Meeting

The Special Meeting will be held online at https://www.cstproxy.com/aditedtech/ext2023 at 10:00 a.m., Eastern Time, on June 30, 2023. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope and may vote online at https://www.cstproxy.com/aditedtech/ext2023. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person (online), obtain a valid proxy from your broker, bank or nominee.

Solicitation of Proxies

The Company is soliciting proxies for use at the Special Meeting. All costs associated with this solicitation will be borne directly by the Company. The Company has engaged Okapi to assist in the solicitation of proxies for the Special Meeting. The Company has agreed to pay Okapi a fee of $25,000 and will reimburse Okapi for its reasonable out-of-pocket expenses and indemnify Okapi against certain losses, damages, expenses, liabilities or claims. The Company will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Common Stock and in obtaining voting instructions from those owners. The Company’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies. You may contact Okapi at:

Okapi Partners LLC

1212 Avenue of the Americas, 17th Floor

New York, NY 10036

Telephone: (877) 259-6290

(banks and brokers can call collect at (212) 297-0720)

Email: info@okapipartners.com

Some banks and brokers have customers that beneficially own Common Stock listed of record in the names of nominees. The Company intends to request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders of the Company’s outstanding Common Stock is deemed necessary, the Company (through its directors and officers) anticipate making such solicitation directly.

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Dissenters’ Rights of Appraisal

There are no appraisal rights in connection with any of the proposals to be voted on at the Special Meeting. The Company’s warrants do not have voting rights in connection with the proposals.

required to liquidate, its investors would not be able to realize the benefits of owning stock in a successor operating business, such as any appreciation in the value of the Company’s stock and warrants following such a transaction, the Company’s warrants would expire worthless and shares of its Common Stock would have no value apart from their pro rata entitlement to the funds then-remaining in the Trust Account.

The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities there is a greater risk that the Company may be considered an unregistered investment company, in which case the Company may be required to liquidate. To mitigate the risk of the Company being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), in January 2023, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations and money market funds held in the Trust Account and to hold all funds in the Trust Account in cash until the earlier of consummation of the Company’s initial business combination or liquidation. As a result, following such liquidation, the Company has received, and will likely continue to receive, minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount its public stockholders would receive upon any redemption or liquidation of the Company.

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