SEC Comment Letter 0000000000-23-010768 to GRIID Infrastructure Inc. (GRDI, GRDIW) (CIK 0001830029)
GRIID Infrastructure Inc. (GRDI, GRDIW) (CIK 0001830029)
Date: Sept. 29, 2023 · CIK: 0001830029 · Accession: 0000000000-23-010768
AI Filing Summary & Sentiment
File numbers found in text: 333-261880
Letter
United States securities and exchange commission logo September 29, 2023 David Shrier President and Chief Executive Officer Adit EdTech Acquisition Corp. 1345 Avenue of the Americas, 33rd Floor New York, NY 10105 Re:Adit EdTech Acquisition Corp. Amendment No. 10 to Registration Statement on Form S-4 Filed September 13, 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. Amendment No. 10 to Registration Statement on Form S-4 Filed September 13, 2023 Management's Discussion and Analysis of Financial Condition and Results of Operations of GRIID, page 234 1.Please revise to ensure the amounts in your disclosures are accurate. For example, it does not appear the percentage decreases in bitcoin mining revenue for the three and six months ended June 30, 2023 compared to the prior interim periods on page 242 are accurate. We also note that the loss on contingency was incurred during the six months ended June 30, 2022, but is reported as a reconciling item to Adjusted EBITDA for the six months ended June 30, 2023 on page 255.
FirstName LastNameDavid Shrier Comapany NameAdit EdTech Acquisition Corp. September 29, 2023 Page 2 FirstName LastName David Shrier Adit EdTech Acquisition Corp. September 29, 2023 Page 2 Results of Operations for the Three and Six Months Ended June 30, 2023 and 2022 Revenue Cryptocurrency Mining Revenue, page 242 2.We note that you continue to indicate that some days were curtailed and mining was not performed due to the decrease in the average bitcoin spot value. Please revise to indicate the average bitcoin spot value that causes you to curtail cryptocurrency mining. Griid Infrastructure LLC and Subsidiaries Consolidated Financial Statements of Griid Infrastructure LLC and Subsidiaries Note 4. Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements Revenue Recognition, page F-63 3.Please note that we continue to review your revenue recognition practices and disclosures applicable to your mining operations, as well as your correspondence dated September 12, 2023, and may have further comments. 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 Matthew Derby, Legal Branch Chief, at 202-551-3334 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Kerry Shannon Burke
Show Raw Text
United States securities and exchange commission logo
September 29, 2023
David Shrier
President and Chief Executive Officer
Adit EdTech Acquisition Corp.
1345 Avenue of the Americas, 33rd Floor
New York, NY 10105
Re:Adit EdTech Acquisition Corp.
Amendment No. 10 to Registration Statement on Form S-4
Filed September 13, 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.
Amendment No. 10 to Registration Statement on Form S-4 Filed September 13, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations of
GRIID, page 234
1.Please revise to ensure the amounts in your disclosures are accurate. For example, it does
not appear the percentage decreases in bitcoin mining revenue for the three and six
months ended June 30, 2023 compared to the prior interim periods on page 242 are
accurate. We also note that the loss on contingency was incurred during the six months
ended June 30, 2022, but is reported as a reconciling item to Adjusted EBITDA for the six
months ended June 30, 2023 on page 255.
FirstName LastNameDavid Shrier
Comapany NameAdit EdTech Acquisition Corp.
September 29, 2023 Page 2
FirstName LastName
David Shrier
Adit EdTech Acquisition Corp.
September 29, 2023
Page 2
Results of Operations for the Three and Six Months Ended June 30, 2023 and 2022
Revenue
Cryptocurrency Mining Revenue, page 242
2.We note that you continue to indicate that some days were curtailed and mining was not
performed due to the decrease in the average bitcoin spot value. Please revise to indicate
the average bitcoin spot value that causes you to curtail cryptocurrency mining.
Griid Infrastructure LLC and Subsidiaries
Consolidated Financial Statements of Griid Infrastructure LLC and Subsidiaries
Note 4. Basis of Presentation, Summary of Significant Accounting Policies and Recent
Accounting Pronouncements
Revenue Recognition, page F-63
3.Please note that we continue to review your revenue recognition practices and disclosures
applicable to your mining operations, as well as your correspondence dated September 12,
2023, and may have further comments.
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 Matthew Derby, Legal Branch Chief, at 202-551-3334 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Kerry Shannon Burke