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January 25, 2024
James Kelly
Chief Executive Officer
GRIID Infrastructure Inc.
2577 Duck Creek Road
Cincinnati, OH 45212
Re:GRIID Infrastructure Inc.
Registration Statement on Form S-1
Filed January 9, 2024
File No. 333-276445
Dear James Kelly:
            We have conducted a limited review of your 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.
Registration Statement on Form S-1
Cover Page
1.For each of the securities being registered for resale, disclose the price that the selling
securityholders paid for such security.
2.Disclose the exercise prices of the warrants compared to the market price of the
underlying security. If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants. Provide similar disclosure in the
prospectus summary and MD&A, and disclose that cash proceeds associated with the
exercises of the warrants are dependent on the stock price. As applicable, describe the
impact on your liquidity and update the discussion on the ability of your company to fund
your operations on a prospective basis with your current cash on hand.

 FirstName LastNameJames Kelly
 Comapany NameGRIID Infrastructure Inc.
 January 25, 2024 Page 2
 FirstName LastName
James Kelly
GRIID Infrastructure Inc.
January 25, 2024
Page 2
Liquidity and Capital Resources, page 102
3.Please expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If you are likely to have to
seek additional capital, discuss the effect of this offering on your ability to raise additional
capital.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rule 461 regarding requests for acceleration. Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.
            Please contact Lauren Pierce at 202-551-3887 or Jeff Kauten at 202-551-3447 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Patrick Costello