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United States securities and exchange commission logo
March 20, 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. 4 to Registration Statement on Form S-4
Filed February 9, 2023
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 January 27, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-4
Management's Discussion and Analysis of Financial Condition and Results of Operations of
GRIID
Key Factors Affecting Our Performance
Electricity, page 233
1.We note your revised disclosures elsewhere in response to prior comment 16.  Please
revise to also include the 20MW which are subject to the Mining Services Agreement in
your discussion of how electricity affects your performance.

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Liquidity and Capital Resources
Cash and Cash Flows
Cash and Cash Flows for the Years Ended December 31, 2021 and 2020, page 256
2.Please revise to ensure your discussion of net cash used in operating and investing
activities is accurate and complete.
Adit EdTech Acquisition Corp.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 9 - Subsequent Events, page F-48
3.We note that on December 23, 2022, in connection with the approval of extension by
which you must complete an initial business combination, certain holders of IPO Shares
exercised their right to redeem such shares for a pro rata portion of the funds then on
deposit in the trust account.  In addition, we note from your disclosure on pages 17 and
106 that you instructed your trustee with respect to the trust account to liquidate the U.S.
government treasury obligations or money market funds held in the trust account and
thereafter to hold all funds in the trust account in cash.  Please revise to update your
subsequent events disclosure.  Refer to ASC 855-10-50-2.
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
4.Please explain why you have reclassified the cash proceeds related to the sale of
cryptocurrencies from cash flows from investing activities to cash flows from operating
activities on the statements of cash flows for the years ended December 31, 2021 and
2020 and the nine months ended September 30, 2022 and 2021.  Please provide us with
your comprehensive accounting analysis, with reference to the authoritative accounting
guidance, to support the classification as an operating activity.  As previously discussed,
the Staff would not object to the classification of the proceeds from the sale of
cryptocurrencies within cash flows from investing activities.
Notes to Consolidated Financial Statements
Note 4. Basis of Presentation, Summary of Significant Accounting Policies and Recent
Accounting Pronouncements
Cryptocurrencies, page F-60
5.We note that you continue to indicate that you test cryptocurrency assets for impairment
on a daily basis as of 11:59PM UTC.  We also note your disclosures on pages 238, 242,
252, F-78 and F-104 that you test cryptocurrency assets for impairment on a daily basis.
As previously requested in prior comment 19, please revise your accounting policy to
comply with the ASC 350-30-35-19 requirement to recognize impairment whenever the

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carrying value exceeds its fair value.  In addition, please revise the disclosure at the top of
page 56 indicating that a non-temporary decrease in the price of bitcoin would cause a risk
of loss or impairment.
6.We note the revisions in response to prior comment 18 to restate the presentation of
realized gains on the sales of cryptocurrency as operating expense (income).  Please revise
your accounting policy disclosure accordingly.
Revenue Recognition, page F-62
7.In order to help us continue to evaluate your accounting policy under FPPS arrangements,
please further explain how you determined the term of your contracts.  In response to
comment 18 in your letter dated December 7, 2022, you state that "each hash contributed
is distinguishable from one another, meaning that each hash is satisfying a separate
performance obligation."  You further provide the example that "if GRIID were to provide
only one hash to a pool operator and then terminate the respective agreement, it would
earn and subsequently recognize revenue related to that hash (i.e., creating an enforceable
right to receive compensation from such pool operator)."  In response to prior comment 18
in your letter dated February 9, 2023, you indicate that GRIID utilizes the beginning of
day as contract inception.  Explain how you determined that the beginning of the day is
contract inception when the contract can be terminated at any time during the day.  Tell us
how you considered whether providing each hash (i.e., satisfying a separate performance
obligation) represents a separate contract since the contract is terminable at any time.
Explain how you evaluated whether the termination clause is akin to a renewal right, and
that after satisfying a performance obligation the decision to satisfy the next performance
obligation represents a renewal of the contract (i.e., a separate contract).
8.Under the FPPS model, we note your disclosure that computing power represents the only
performance obligation in your contracts with mining pool operators and that you appear
to believe that contract duration is each day, or 24-hour period.  Considering your
response to comment 18 in your letter dated December 7, 2022 that each hash-rate
contributed represents a separate performance obligation, please tell us what consideration
you gave to whether your contracts have multiple performance obligations.
9.In order to help us continue to evaluate your accounting policy under FPPS arrangements
and understand your prior responses, please clarify the statement in your revenue
recognition policy that “Revenue is calculated and recognized on a daily basis in
accordance with the payout methodology of the Pool Operator as specified in the
Company’s contracts at contract inception.”  As part of your response, please address the
following:

•Clarify if the transaction price is variable at contract inception, and, if so, if you
estimate the transaction price at contract inception.  In this regard, you indicated in
your response to prior comment 21 in the letter dated December 7, 2023 that you are
able to estimate noncash consideration at contract inception using estimates at the

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beginning of each day.  You further stated, “GRIID has chosen to estimate the
amount of noncash consideration utilizing the expected value method per ASC 606-
10-32-8…”  In addition, your disclosure appears to indicate that revenue is calculated
at contract inception.  However, you indicate in responses to prior comments 22 and
23 in your letter dated February 8, 2023 that the transaction price is determined when
the actual bitcoin earned is known at the end of the 24-hour period and this noncash
consideration is measured based on the price of bitcoin at contract inception;

•Clarify whether any variable consideration is constrained at contract inception; and

•Clarify when you recognize revenue.  Your revenue policy states that your
performance obligation is satisfied over time.  As such, as previously requested in
prior comment 23, explain why your disclosure appears to indicate that revenue is
recognized at contract inception.  Your response to comment 21 in your letter dated
December 7, 2022 also indicates that revenue is recorded at the beginning of each
day, when the calculation is performed, utilizing estimated inputs and the contractual
payout formula.  However, you also indicate in response to prior comment 22 in your
letter dated February 8, 2023 that the inputs to your contractual payment formula are
not known until the end of the day.
10.In order to help us continue to evaluate your accounting policy under PPLNS model,
please clarify what you believe is the inception and duration of your contracts.  Your
policy appears to indicate that the contract duration is approximately every 10 minutes.
However, we note from your response to comment 51 in your letter dated March 21, 2022
that your contract renews on a bitcoin by bitcoin basis.  Considering that you are only
compensated for the pool’s success in recording a block to the bitcoin blockchain, tell us
whether your contract term includes periods of time that you are contributing computing
power when the pool is ultimately not successful in recording a block to the bitcoin
blockchain.  Tell us how your determination of contract duration considers that contracts
are terminable at any time by either party.
11.We note your disclosure that, under the PPLNS model, variable consideration is
constrained until the mining pool operator successfully records a block and you receive
confirmation of the consideration you will receive.  Please confirm that you have the
ability to determine the amount of consideration you will receive each time that the
mining pool operator successfully records a block.  Also tell us when you receive
confirmation of the amount of consideration you will receive once a block is found.
12.We note your disclosure that, under the PPLNS model, the fair value of the
cryptocurrency award received is determined using the market rate of the related
cryptocurrency at the time of receipt.  Please tell us the time period between when the
pool operator successfully records a block and the time you receive the cryptocurrency,
which you disclose is not materially different.  Considering that you believe your contract
renews on a bitcoin by bitcoin basis, based on your response to comment 51 in your letter

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dated March 21, 2022, tell us what consideration you gave to measuring the
cryptocurrency received at the market price immediately after the pool’s prior successful
block.
Note 11. Fair Value Hierarchy, page F-76
13.We note the revision to include the basis for the assumptions used to measure the fair
value of the warrant liability.  Please explain why these assumptions appear to be related
to ADEX common stock.
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
Note 5. Cryptocurrencies, page F-94
14.We note your response to prior comment 27 reconciling certain amounts in your
rollforward of the balance of cryptocurrencies to your statements of operations and
statements of cash flows.  Please further reconcile the amounts presented in this
rollforward to the line items of revenue on your statements of operations.  Tell us why
blockchain reimbursement revenue (per mining service agreement) and revenue share
consideration do not appear to be included in the rollforward of the balance of
cryptocurrencies.  In addition, as previously requested, tell us why you present the
consideration paid related to development and operation agreement as net in this
rollforward.  In this regard, tell us the nature and amount of the items that are offset
against eachother in this rollforward.
Note 11. Fair Value Hierarchy, page F-103
15.We reissue prior comment 29, as no such revisions were noted. We note that 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).
Note 14. Commitments and Contingencies
Data Black River Development and Operation Agreement, page F-107
16.We reissue and clarify prior comment 36.  You indicate in response to prior comment 36
and on page 61 of your response to comment 34 in your letter dated December 7, 2022
that HDP’s share of mining revenues is not related to a distinct good or service.  Please
provide support for this assertion.  In this regard, we note Sections 4.2 and 4.3 of the D&O
Agreement indicating that the mining revenue distribution is based, in part, on the total
amount of development costs contributed by the parties, in addition to an amount due to
HDP for the right to use the premises.
17.You indicate in response to prior comment 37 that you revised the disclosure on page F-
107, but no such revisions are noted, although we do note the revisions to the disclosure

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on page F-81.  As previously requested, please clarify your disclosures throughout your
filing indicating that your revenue share is recorded on a gross basis, in addition to
disclosure indicating that you record the revenue and expenses related to this agreement
on a gross method.  In this regard, consider refraining from referring to your revenue as a
gross amount, considering revenue is based on the gross amount of bitcoin mined less
consideration payable to HDP, as noted from your response to prior comment 36.  In
addition, consider disclosing the amount paid to HDP for each reporting period.
18.As previously requested in prior comment 33, please explain how you measure noncash
consideration.  You indicate in response to comment 34 on page 61 of your letter dated
December 7, 2022 that “noncash consideration in the form of bitcoin is measured at fair
value at contract inception in excess of the management fee…,” and we note that the
initial term of the D&O Agreement is three years.  Explain how your measurement of the
transaction price complies with the guidance in ASC 606-10-32-21.  In this regard, you
indicate in response to prior comment 33 that the number of bitcoin used to settle the
management fee is measured based on the price of bitcoin on the date of distribution.  Tell
us how you account for the difference in the fair value of the bitcoin from contract
inception to the date of distribution.  Refer to ASC 606-10-32-23.  In addition, clarify how
you measure the amount of bitcoin attributable to your revenue share.
19.You indicate in response to prior comment 33 that the number of bitcoin used to settle the
electricity fee and associated sales tax due to HDP is measured based on the price of
bitcoin on the date of distribution.  As the electricity fee due to HDP is recorded as a
separate expense in the period incurred, as noted from your response to comment 34 on
page