ADEX Adit Edtech Acquisition

Filed: 21 Jan 21, 5:13pm

Exhibit 99.2



January 14, 2021


   January 14,
  Pro Forma
     As Adjusted 
      (unaudited)     (unaudited) 



Current asset - cash

  $1,317,461  $—     $1,317,461 










Total current assets

   1,317,461   —      1,317,461 

Cash held in trust account

   240,000,000   36,000,000   (a  276,000,000 
    720,000   (b 
    (720,000  (c 










Total Assets

  $241,317,461  $36,000,000   $277,317,461 










Liabilities and Stockholders’ Equity


Accrued offering costs and expenses

  $10,300   —     $10,300 

Due to related party

   18,773   —      18,773 

Promissory note - related party

   150,000   —      150,000 










Total current liabilities

   179,073   —      179,073 

Deferred underwriting discount

   8,400,000   1,260,000   (d  9,660,000 










Total Liabilities

   8,579,073   1,260,000    9,839,073 










Commitments and Contingencies


Common stock subject to possible redemption, 22,773,838 and 26,247,838 shares at redemption value, respectively

   227,738,380   34,740,000   (e  262,478,380 

Stockholders’ Equity:


Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

   —     —      —   

Common stock, $0.0001 par value; 100,000,000 shares authorized; 8,126,162 and 8,252,162 shares issued and outstanding (excluding 22,773,838 and 26,247,838 shares subject to possible redemption, respectively)

   813   360   (a  826 
    (347  (e 

Additional paid-in capital

   4,999,721   35,999,640   (a  4,999,708 
    720,000   (b 
    (720,000  (c 
    (1,260,000  (d 
    (34,739,653  (e 

Accumulated deficit

   (526  —      (526










Total Stockholders’ Equity

   5,000,008   —      5,000,008 










Total Liabilities and Stockholders’ Equity

  $241,317,461  $36,000,000   $277,317,461 










The accompanying notes are an integral part of the financial statement.


The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Adit EdTech Acquisition Corp. (the “Company”) as of January 14, 2021, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on January 19, 2021 as described below.

The Company consummated its initial public offering (the “IPO”) of 24,000,000 units (the “Units”). Each Unit consists of one share of common stock, $0.0001 par value per share and one-half of one warrant to purchase one share of common stock. Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $240,000,000. The Company granted the underwriters in the IPO (the “Underwriters”) a 45-day option to purchase up to 3,600,000 additional Units to cover over-allotments, if any. On January 19, 2021, the Underwriters exercised the over-allotment option in full to purchase 3,600,000 Units (the “Over-Allotment Units”), generating an aggregate of gross proceeds of $36,000,000, and incurred $720,000 in deferred underwriting fees.

Simultaneously with the closing of the exercise of the overallotment option, the Company completed the private sale (the “Private Placement”) of an aggregate of 720,000 private placement warrants (the “Private Placement Warrants”) to Adit EdTech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $720,000.

Upon closing of the IPO, the Private Placement, and the sale of the Over-Allotment Units, a total of $276,000,000 ($10.00 per Unit) was placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee.

Pro forma adjustments to reflect the exercise of the Underwriters’ over-allotment option and the sale of the Private Placement Warrants described above are as follows:

   Pro Forma Entries  Debit   Credit 


  Cash held in trust account  $36,000,000   

Common stock


Additional paid-in capital


To record sale of 3,600,000 Overallotment Units at $10.00 per Unit



  Cash held in trust account  $720,000   

Additional paid-in capital


To record sale of 720,000 Private Placement Warrants at $1.00 per Private Placement Warrant



  Additional paid-in capital  $720,000   

Cash held in trust account


To record payment of cash underwriting fee



  Additional paid-in capital  $1,260,000   

Deferred underwriting discount


To record additional deferred underwriting fee on overallotment option



  Common stock  $347   

Additional paid-in capital


Common stock subject to possible redemption


To record common stock out of permanent equity into mezzanine redeemable stock