SecProbe.io

United States securities and exchange commission logo
October 26, 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. 11 to Registration Statement on Form S-4
Filed October 5, 2023
File No. 333-261880
Dear David Shrier:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 29, 2023 letter.
Amendment No. 11 to Registration Statement on Form S-4 Filed October 5, 2023
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
1.We note your proposed revised disclosure in response to comment 3 in your letter dated
October 20, 2023 describing the payout formula in your contracts.  Please ensure the
description of the payout formula is consistent with the contract terms.  In this regard,
clarify your disclosure to address the following:

•Tell us why you state that you are entitled to compensation based on the actual
bitcoin block rewards mined, since compensation is earned regardless of whether the
pool operator is successful. Consider deleting the disclosure that it is “based on the

 FirstName LastNameDavid Shrier
 Comapany NameAdit EdTech Acquisition Corp.
 October 26, 2023 Page 2
 FirstName LastName
David Shrier
Adit EdTech Acquisition Corp.
October 26, 2023
Page 2
actual bitcoin block rewards mined,” as that wording does not appear accurate;

•Please revise to provide a more complete description of the payout formula
by identifying the formula inputs that create variability for each type of
compensation.  For example, explain why you indicate that both the block subsidy
and the transaction fees are based on contributed hash, considering that the
transaction fee portion of the payout is based on the rate of total transaction fees to
total block subsidies, both for the network as a whole.  In addition, your disclosure
should make it clear that the payout formula includes an input for a pool operator fee
rate that reduces the compensation you receive; and

•Please consider revising the reference from “miners” to “pool participants” in order
to use consistent terminology.
2.We note your proposed revised disclosure in response to comment 3 in your letter dated
October 20, 2023 discussing that there is no material right.  Please revise this disclosure to
properly identify the customer as the pool operator and not you.  Revise this disclosure to
clearly indicate, if true, that the pool operator’s renewal right is not a material right
because the renewal rights do not include any discounts; that is, the terms, conditions, and
compensation amounts are at the then market rates.
3.In response to comment 2 in your letter dated October 20, 2023, you indicate that the
transaction fee component of variable consideration is constrained and lifted on the same
day as contract inception.  As such, please further revise your proposed revised disclosure
in response to comment 3 to indicate that you recognize noncash consideration on the
same day that control of the contracted service transfers to the pool operator, which is the
same day as contract inception.  Regarding your proposed disclosure on page 240, please
make corresponding revisions.  In addition, please clarify the proposed disclosure on page
240 indicating that bitcoin mining revenue is recognized over the duration of each
individual contract.  In this regard, in this first sentence of the paragraph, consider
removing the phrase “Bitcoin mining revenue is recognized as,” in order to simply address
how the performance obligation is satisfied in this sentence, considering that recognition
is addressed later in the paragraph.

 FirstName LastNameDavid Shrier
 Comapany NameAdit EdTech Acquisition Corp.
 October 26, 2023 Page 3
 FirstName LastName
David Shrier
Adit EdTech Acquisition Corp.
October 26, 2023
Page 3
            Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Charli Gibbs-Tabler at 202-551-6388 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Kerry Shannon Burke