SecProbe.io

United States securities and exchange commission logo
January 27, 2023
David Shrier
President and Chief Executive Officer
Adit EdTech Acquisition Corp.
1345 Avenue of the Americas, 33rd Floor
New York, New York 10105
Re:Adit EdTech Acquisition Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed December 7, 2022
File No. 333-261880
Dear David Shrier:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 15, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-4
Q: Did the board of directors of ADEX obtain a fairness opinion in determining whether or not
to proceed with the merger?, page 13
1.Please provide the legal basis for the Company and the advisor's belief that security
holders cannot rely on the opinion to bring state law actions, including a description of
any state law authority on such a defense. Alternatively, please disclose that this issue will
be resolved by a court, and that resolution of this issue will have no effect on the rights
and responsibilities of the board under state law, and the availability of this defense has no
effect on the rights and responsibilities of either the advisor or the board under the
federal securities laws.
Summary of Risk Factors, page 45

 FirstName LastNameDavid Shrier
 Comapany NameAdit EdTech Acquisition Corp.
 January 27, 2023 Page 2
 FirstName LastName
David Shrier
Adit EdTech Acquisition Corp.
January 27, 2023
Page 2
2.Please revise bullet three to reflect the fact that the Company no longer has a financial
advisor and chose not to engage a financial advisor after the resignation of Wells Fargo.
Risk Factors, page 48
3.To the extent material, discuss any reputational harm you may face in light of the recent
disruption in the crypto asset markets.  For example, discuss how market conditions have
affected how your business is perceived by customers, counterparties, and regulators, and
whether there is a material impact on your operations or financial condition.
4.To the extent material, describe any gaps your board or management have identified with
respect to risk management processes and policies in light of current crypto asset market
conditions as well as any changes they have made to address those gaps.
5.To the extent material, describe any of the following risks due to disruptions in the crypto
asset markets:
•Risk from depreciation in your stock price.
•Risk of loss of customer demand for your products and services.
•Financing risk, including equity and debt financing.
•Risk of increased losses or impairments in your investments or other assets.
•Risks of legal proceedings and government investigations, pending or known to be
threatened, in the United States or in other jurisdictions against you or your affiliates.
•Risks from price declines or price volatility of crypto assets.
The "halving" of rewards available on the bitcoin network . . ., page 63
6.Please amend your disclosure to describe the steps you have taken, if any, to mitigate risks
related to halving.
Risks Related to Redemption, page 108
7.Describe any material risk to you, either direct or indirect, due to excessive redemptions,
withdrawals, or a suspension of redemptions or withdrawals, of crypto assets. Identify any
material concentrations of risk and quantify any material exposures.
Introduction, page 178
8.Please tell us why you disclose that the unaudited pro forma condensed combined
statements of operations include the period from inception to December 31, 2021 for
ADEX, rather than the year ended December 31, 2021.

 FirstName LastNameDavid Shrier
 Comapany NameAdit EdTech Acquisition Corp.
 January 27, 2023 Page 3
 FirstName LastName
David Shrier
Adit EdTech Acquisition Corp.
January 27, 2023
Page 3
Unaudited Pro Forma Condensed Combined Financial Information, page 178
9.Please tell us how your presentation of pro forma financial information considers the
following:

•Your obligation to pay a commitment fee of $4 million and issue warrants after the
closing of the merger in connection with the Share Subscription Facility as noted
from your disclosure on page F-106 and elsewhere in your filing; and

•The issuance of unsecured promissory notes and warrants to the holders after the
balance sheet date as noted from your disclosure on page F-109.
Unaudited Pro Forma Condensed Combined Balance Sheet September 30, 2022, page 183
10.We note from your disclosure on page 114 and elsewhere that you will not affect a
redemption of IPO Shares unless your net tangible assets, after payment of deferred
underwriting commissions, are at least $5,000,001 either immediately prior to or upon
consummation of the merger.  In addition, we note from your disclosure on pages F-7 and
F-29 that this minimum threshold is a condition for you to proceed with a Business
Combination.  Please tell us why the net tangible asset requirement does not appear to be
considered in the pro forma scenario assuming maximum redemptions.
11.Please revise to ensure the total amounts of stockholders’ (deficit) equity do not include
common stock subject to possible redemption classified outside of stockholders’ (deficit)
equity.
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
Note 1 - Basis of Presentation, page 186
12.Please tell us why you disclose that the unaudited pro forma condensed combined balance
sheet at September 30, 2022 was prepared using ADEX’s audited balance sheet as of
December 31, 2021 and GRIID’s audited consolidated balance sheet as of December 31,
2021.
Note 3 - Transaction Accounting Adjustments
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet for the Nine Months
ended September 30, 2022, page 187
13.Please reconcile the amounts in note (D) to the amount of the pro forma adjustments that
reflect the payment of estimated total transaction costs.

 FirstName LastNameDavid Shrier
 Comapany NameAdit EdTech Acquisition Corp.
 January 27, 2023 Page 4
 FirstName LastName
David Shrier
Adit EdTech Acquisition Corp.
January 27, 2023
Page 4
Management's Discussion and Analysis of Financial Condition and Results of Operations of
ADEX
Results of Operations, page 200
14.Please revise to also discuss the results of operations for the year ended December 31,
2021 and the inception to date period ended December 31, 2020, as well as for the nine
months ended September 30, 2022 and 2021.  Refer to Item 303(b) and (c) of Regulation
S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
GRIID
Company Overview, page 222
15.Please include specific and detailed risk factor disclosure describing the risks associated
with your custody practices for crypto assets.
Key Factors Affecting Our Performance, page 223
16.You indicate that you currently have 48 MWs of existing available power capacity.
However, we note from your disclosure on page 221 and elsewhere that you have 68 MW
of available electrical capacity.  Please reconcile your disclosures.
Liquidity and Capital Resources
Cash and Cash Flows, page 244
17.Please revise to also discuss your cash flows for the years ended December 31, 2021 and
2020.  Refer to Item 303(b) of Regulation S-K.
GRIID Infrastructure LLC and Subsidiaries
Consolidated Financial Statements of GRIID Infrastructure LLC and Subsidiaries as of and for
the Years Ended December 31, 2021 and 2020
Consolidated Statements of Operations, page F-51
18.You indicate in response to prior comment 12 that you modified the presentation of
realized gains on the sales of cryptocurrency as operating expense (income) and reflected
the reclassification in all relevant sections of the filing.  However, realized gain on the sale
of cryptocurrencies continues to be presented within other income (expense) in the
consolidated statements of operations for the two years ended December 31, 2021.  Please
revise, consistent with the classification of impairment of cryptocurrencies within
operating expenses.  Also, ensure you include the disclosures required by ASC 250-10-50-
7.
Notes to Consolidated Financial Statements
Note 3. Basis of Presentation, Summary of Significant Accounting Policies and Recent
Accounting Pronouncements

 FirstName LastNameDavid Shrier
 Comapany NameAdit EdTech Acquisition Corp.
 January 27, 2023 Page 5
 FirstName LastName
David Shrier
Adit EdTech Acquisition Corp.
January 27, 2023
Page 5
Cryptocurrencies, page F-59
19.We note your response to prior comment 14 regarding testing for impairment of
cryptocurrencies.  Your accounting policy disclosure states that in testing for impairment,
you proceed directly to a quantitative test on a daily basis to determine if impairment
exists.  You further note that impairment exists when the carrying amount exceeds its fair
value, which is measured using the quoted price of the cryptocurrency at the time its fair
value is being measured.  We do not believe the end of day spot rate is sufficient to
determine if impairment exists on any given day or to determine the amount of
impairment loss.  Please revise and provide us with a materiality analysis of any additional
impairment loss based on the lowest price of Bitcoin at any time during each day.
Revenue Recognition, page F-61
20.We note your revised disclosure in response to prior comment 17.  Please further revise to
indicate whether termination requires compensating the other party with the payment of a
termination penalty or any amounts other than payments due as a result of goods delivered
or services transferred up to the termination date.  Refer to ASC 606-10-25-4.
21.In response to prior comment 20, you indicate that you have the enforceable right to
receive compensation for any time period where computing power was contributed to the
mining pool.  As such, please clarify your disclosure that your “enforceable right to
compensation begins when the Company provides computing power to the mining pool
operator” to explain that your right to compensation is earned as you provide computing
power.
22.We note your statement in response to prior comment 21 that you use the expected value
method per ASC 606-10-32-8 which is classified as “the single most likely amount in a
range of possible consideration amounts (that is, the single most likely outcome of the
contract).”  Please clarify if you use the expected value method or the most likely amount
method and explain to us why that depiction of your methodology is appropriate.

 FirstName LastNameDavid Shrier
 Comapany NameAdit EdTech Acquisition Corp.
 January 27, 2023 Page 6
 FirstName LastName
David Shrier
Adit EdTech Acquisition Corp.
January 27, 2023
Page 6
23.We note your revised disclosure that contract inception is the beginning of each 24-hour
period and that revenue is calculated and recognized on a daily basis in accordance with
the payout methodology of the Pool Operator at contract inception.  Please address the
following:

•As previously requested in prior comment 21, revise to disclose how you estimate
variable consideration.  Your disclosure should explain how revenue is calculated at
contract inception if the pool’s payout methodology is based on the end of each 24-
hour time period.  In this regard, we note your response to prior comment 21 that you
have chosen to estimate the amount of noncash consideration utilizing the expected
value method based on the guidance in ASC 606-10-32-8.  Also, disclose how you
account for changes in the transaction price when the variable inputs to the pool’s
payout methodology become known at the end of each 24-hour time period.  Refer to
ASC 606-10-32-14 and 32-23.

•Explain why revenue is recognized at contract inception considering the performance
obligation is satisfied over time.  Non-cash consideration is measured at contract
inception.
Cryptocurrency Borrowings, page F-63
24.We reissue and clarify prior comment 25.  Your disclosure indicates that you historically
borrowed cryptocurrency from a third party on a secured basis and such cryptocurrency
borrowed was reported within cryptocurrency notes payable.  However, as noted from
your revised disclosures regarding the cryptocurrency note payables on page F-70 in
response to prior comment 27, you indicate that you received proceeds in U.S. Dollars
from the borrowings under the two separate agreements with Blockchain Access UK
Limited described in your response.  As such, it does not appear that you historically
borrowed cryptocurrency.  Please advise and revise your accounting policy disclosure,
accordingly.
Note 10. Debt, page F-70
25.In response to prior comment 29, you indicate that the bitcoin deposited in the account
with the lender pursuant to the Third Amendment continued to be recognized as an
intangible asset on the balance sheet.  We further note from your disclosure on page F-73
that such amounts are included in cryptocurrencies on the balance sheets.  Tell us what
consideration you gave to separately presenting the bitcoin held in the account that is
effectively being held as collateral.
Unaudited Interim Financial Statements of Griid Infrastructure LLC and Subsidiaries as of and
for the Three and Nine-Month Periods Ended Sep
Notes to Unaudited Consolidated Financial Statements, page F-89
26.You indicate that the amounts presented in your notes to financial statements are in

 FirstName LastNameDavid Shrier
 Comapany NameAdit EdTech Acquisition Corp.
 January 27, 2023 Page 7
 FirstName LastNameDavid Shrier
Adit EdTech Acquisition Corp.
January 27, 2023
Page 7
thousands, except as otherwise indicated.  Please ensure that all dollar amounts are
presented accordingly.  For example, you indicate on page F-109 that you will pay a
termination fee of $50,000,000 pursuant to the second amendment to the agreement and
plan of merger, under certain conditions, and you issued unsecured promissory notes in
the aggregate principal amount of $1,962,500.
Note 5. Cryptocurrencies, page F-92
27.Please reconcile the amounts in your rollforward of the balance of cryptocurrencies for the
nine months ended September 30, 2022 to the amounts presented as revenue on your
statement of operations and the amount presented as cryptocurrency mined on your
statement of cash flows.  In addition, please explain to us why the consideration paid
related to the development and operation agreement is presented net.
Note 10. Debt and Warrants, page F-96
28.You indicate that you entered into the 4th A&R Loan Agreement on October 9, 2022,
pursuant to which you restructured the senior secured term loan and issued a Supplement
Warrant.  Please revise to disclose the financial effect of this transaction.  Refer to ASC
855-10-55-2(b).
Note 11. Fair Value Hierarchy, page F-101
29.We note that the fair value of member unit is a significant unobservable input to the fair
value measurement of the warrant liability.  Revise to include quantitative information
about this input.  Refer to ASC 820-10-50-2(bbb)(2).
Mining Services Agreement, page F-105
30.We note your ASC 606 accounting analysis of the Amended and Restated Mining
Services Agreement in response to prior comment 30.  Please address the following:

•Tell us how the profit split fee was considered in your Step 3 conclusion regarding
determining the transaction price, considering the variability due to the reliance on
the number of bitcoin m