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United States securities and exchange commission logo
April 26, 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. 5 to Registration Statement on Form S-4
Filed April 6, 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 March 20, 2023 letter.
Amendment No. 5 to Registration Statement on Form S-4 Filed on April 6, 2023
Certain GRIID Projected Financial Information, page 156
1.Please confirm whether or not the 2022 management projections still reflect
management’s views on future performance and/or describe what consideration the board
gave to obtaining updated projections or a lack of reliance upon the projections.
Unaudited Pro Forma Condensed Combined Financial Information, page 187
2.We note your presentation of unaudited pro forma condensed combined statements of
operations for the years ended December 31, 2022 and 2021.  Only pro forma statements
of comprehensive income for the most recent fiscal year may be filed.  Refer to Rule 11-
02(c)(2)(i) of Regulation S-K.  Please revise.

 FirstName LastNameDavid Shrier
 Comapany NameAdit EdTech Acquisition Corp.
 April 26, 2023 Page 2
 FirstName LastName
David Shrier
Adit EdTech Acquisition Corp.
April 26, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations of
GRIID
Operating Expenses
Cost of Revenues, page 242
3.Please revise to clarify the impact that the reimbursed electricity and operating expenses
from your Mining Services Agreement had on the increase in cost of revenues.
Griid Infrastructure LLC and Subsidiaries
Consolidated Financial Statements of Griid Infrastructure LLC and Subsidiaries as of and for the
Years Ended December 31, 2022 and 2021
Consolidated Statements of Cash Flows, page F-31
4.You indicate in response to prior comment 4 that you have consistently liquidated your
bitcoins mined in order to fund operations.  Please tell us how quickly bitcoin is converted
into cash after it is mined.  In this regard, you indicated in your March 21, 2022 response
to comment 45 that the average duration for which you held cryptocurrencies was 249
days for the year ended December 31, 2021 and that “earned and purchased bitcoin are not
primarily acquired for immediate resale, and are instead held for a relatively long period
of time, over which the related cryptocurrency is subject to market price fluctuations,
similar to a traditional investment.”  In addition, we note your disclosures on pages 217
and 234 indicating that holding bitcoin on the balance sheet is a core piece of your
treasury management strategy.  You previously concluded that classifying the cash flow
activities from selling of cryptocurrencies represents an investing activity, and not an
operating activity.  Further explain your basis for changing this conclusion.  To the extent
that bitcoin received as noncash consideration in the ordinary course of business is not
converted nearly immediately into cash, the Staff would not object to the classification of
the proceeds from the sale of cryptocurrencies within cash flows from investing activities,
as previously communicated.
5.We note that changes in long-term deposits are classified as operating activities.  Please
explain the nature of this item and tell us why the classification is appropriate based on the
guidance in ASC 230-10-45.
Notes to Consolidated Financial Statements
Note 4. Basis of Presentation, Summary of Significant Accounting Policies and Recent
Accounting Pronouncements
Revenue Recognition, page F-38
6.Please note that we continue to review your revenue recognition practices and disclosures
applied in your mining operations.  We also continue to consider your responses to prior
comments 7 through 9.  Please be advised that we will have further comments.

 FirstName LastNameDavid Shrier
 Comapany NameAdit EdTech Acquisition Corp.
 April 26, 2023 Page 3
 FirstName LastName
David Shrier
Adit EdTech Acquisition Corp.
April 26, 2023
Page 3
7.In response to prior comment 10, you indicate that you determined that PPLNS was not
applicable for either 2021 or 2022.  Please confirm the payout methodologies for each of
the mining pools you participated in 2021, as noted from page F-35.  Explain to us how
you determined that PPLNS was not applicable for either 2021 or 2022.  Describe your
process for determining the payout methodology utilized by the pool operator and for
verifying that your payouts are accurate.
8.In response to prior comment 10, you indicate that you compared PPLNS and FPPS
revenue recognition policies to determine the impact on your financial statements.  Please
elaborate on how you performed this comparison.  Considering that you indicate that
PPLNS was not applicable for 2021 or 2022, tell us what transactions you used to
compare the impact of using the beginning of day bitcoin price and the bitcoin price at
time of receipt.  Please clarify whether you made an error in assuming the PPLNS model
was the payout model, when in fact the FPPS model was being utilized.
Note 11. Debt and Warrants, page F-47
9.You disclose that the loss on extinguishment of debt was $51,079,000 and $40,771,000 as
a result of the 3rd A&R Loan Agreement in 2021 and the 4th A&R Loan Agreement in
2022, respectively.  Please reconcile these amounts to your consolidated statements of
operations.
Note 12. Fair Value Hierarchy, page F-51
10.We note your responses to prior comments 13 and 15.  Please explain why ADEX
common stock is considered as the underlying share price of the warrants considering that
the warrants will be exercisable for common stock of New GRIID upon the merger.  That
is, it is not clear how the trading price of ADEX is reflective of the current price of the
underlying shares.  Also, please explain how the “fair value assessment method”
described in your disclosure takes into consideration the other characteristics of the
warrants, such as the exercise price, expected term, and expected volatility of the
underlying common stock.  In addition, explain how you determined the fair value
measurement was Level 2 of the fair value hierarchy based on the inputs.
11.Please explain to us the nature of the reconciling items included in the rollforward of the
warrant liability for the year ended December 31, 2022.  In this regard, we note from your
disclosure on page F-50 that you recognized a warrant liability of $49,421,000 in
conjunction with the 4th A&R Loan Agreement.  We also note that you agreed to issue
warrants in conjunction with the promissory notes in the aggregate principal face amount
of $4,553,000.  Tell us how you accounted for the excess of the fair value of the warrant
liability over the net proceeds, if any.

 FirstName LastNameDavid Shrier
 Comapany NameAdit EdTech Acquisition Corp.
 April 26, 2023 Page 4
 FirstName LastName
David Shrier
Adit EdTech Acquisition Corp.
April 26, 2023
Page 4
Note 15. Commitments and Contingencies
Data Black River Development and Operation Agreement, page F-57
12.We note your revised disclosure in response to prior comment 17 that “[t]he Company
decreased mining services revenue for HDP’s allocation of the revenue share...”  Please
clarify your statement in light of the disclosure that you only accrue your revenue share
amount within mining services revenue.  Consider defining your references to “mining
revenue” and “mining services revenue.”  In addition, as previously requested, please
explain what consideration was given to disclosing the amount paid to HDP for each
period presented.  Tell us the amount of total mining revenues that exceeded your monthly
management fee and the amounts that were paid to HDP for the provisions of electricity
and for their portion of the revenue share.  In this regard, we note you removed the
disclosure that was included in your prior amendment indicating that you earned
$1,522,000 related to revenue share under this arrangement.  We may have further
comment.
Mining Services Agreement, page F-58
13.We note your revised disclosure in response to prior comment 23 indicating that direct
costs incurred and reimbursed are recorded in cost of sales and reimbursed costs are
recorded as mining services revenue.  We note that these reimbursed costs relate to the
amounts you invoice the Customer monthly for the electricity charges associated with the
Mining Services related to the Customer Mining Equipment, without premium or markup,
in addition to the Customer’s operating expense charges as defined in the Mining Services
Agreement.  Tell us how you determined to include these cost reimbursements in the
transaction price.  Refer to ASC 606-10-32-2.  That is, explain how you determined that
these amounts are in exchange for transferring promised goods or services to the
Customer.  In this regard, you indicate in response to prior comment 22 that the provision
of mining services is the only performance obligation within the Mining Services
Agreement.  We also note from your response to comment 32 in the letter dated December
7, 2022 that Blockchain has a separate agreement with the pool operator to provide hash-
rate to the pool and, from your disclosure on page 242, that Blockchain pays the electricity
charges directly to the utility provider.  Tell us whether the nature of the promise is a
performance obligation to provide the specified goods or services itself or to arrange for
another party to provide services.
Litigation, page F-59
14.Regarding the Red Dog litigation, you state, “Each of the possible outcomes reviewed by
management did not carry a higher degree of confidence of occurring over the other
outcomes, therefore, no loss contingency was recorded as of December 31, 2022.”  Please
revise to account for your contingent liability in accordance with ASC 450-20-25-2 and
provide disclosure of any reasonably possible additional loss in accordance with ASC
450-20-50-3 through 50-5.

 FirstName LastNameDavid Shrier
 Comapany NameAdit EdTech Acquisition Corp.
 April 26, 2023 Page 5
 FirstName LastName
David Shrier
Adit EdTech Acquisition Corp.
April 26, 2023
Page 5
Note 19. Subsequent Events, page F-62
15.We note that you issued warrants to purchase 107,614 Class B units of the Company after
year-end.  Please revise to disclose an estimate of the financial effect.  Refer to ASC 855-
10-50-2(b).
            You may contact Melissa Walsh, Senior Staff Accountant, at 202-551-3224 or Stephen
Krikorian, Accounting Branch Chief, at 202-551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Charli Gibbs-Tabler,
Staff Attorney, at 202-551-6388, or Jan Woo, Legal Branch Chief, at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Kerry Shannon Burke