Correspondence 0001193125-23-029749 from GRIID Infrastructure Inc. (GRDI, GRDIW) (CIK 0001830029)
GRIID Infrastructure Inc. (GRDI, GRDIW) (CIK 0001830029)
Date: Feb. 9, 2023 · CIK: 0001830029 · Accession: 0001193125-23-029749
AI Filing Summary & Sentiment
File numbers found in text: 333-261880
Letter
February 9, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549
Attn: Melissa Walsh
Stephen Krikorian
Charli Gibbs-Tabler
Jan Woo
Re: Adit EdTech Acquisition Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed December 7, 2022
File No. 333-261880
Ladies and Gentlemen:
On behalf of Adit EdTech Acquisition Corp. (“Adit EdTech” or the “Company”), we are submitting this letter in response to a letter, dated January 27, 2023, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form S-4 filed with the Commission on December 7, 2022 (the “Registration Statement”), as amended by Amendment No. 1 thereto filed with the Commission on March 22, 2022, Amendment No. 2 thereto filed with the Commission on May 16, 2022, and Amendment No. 3 thereto filed with the Commission on December 7, 2022 (“Amendment No. 3”). The Company is concurrently filing Amendment No. 4 to the Registration Statement (the “Amended Registration Statement”), which includes changes to reflect responses to the Staff’s comments and other updates.
The numbering of the paragraphs below corresponds to the numbering of the comments in the letter from the Staff. For the Staff’s convenience, we have incorporated the text of the Staff’s comments into this response letter in italics. Unless otherwise indicated, page references in the responses correspond to the page numbers in the Amended Registration Statement, and page references otherwise correspond to the page numbers in Amendment No. 3. Capitalized terms used in this letter but otherwise not defined herein shall have the meanings set forth in the Amended Registration Statement.
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Technology
February 9, 2023
Page
The responses provided herein are based upon information provided to Covington & Burling LLP by the Company.
Amendment No. 3 to Registration Statement on Form S-4
Q: Did the board of directors of ADEX obtain a fairness opinion in determining whether or not to proceed with the merger?, page 13
1. Please provide the legal basis for the Company and the advisor’s belief that security holders cannot rely on the opinion to bring state law actions, including a description of any state law authority on such a defense. Alternatively, please disclose that this issue will be resolved by a court, and that resolution of this issue will have no effect on the rights and responsibilities of the board under state law, and the availability of this defense has no effect on the rights and responsibilities of either the advisor or the board under the federal securities laws.
Response to Question 1: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at page 13 in response to the Staff’s comment.
Summary of Risk Factors, page 45
2. Please revise bullet three to reflect the fact that the Company no longer has a financial advisor and chose not to engage a financial advisor after the resignation of Wells Fargo.
Response to Question 2: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at pages 46, 92 and 93 in response to the Staff’s comment.
Risk Factors, page 48
3. To the extent material, discuss any reputational harm you may face in light of the recent disruption in the crypto asset markets. For example, discuss how market conditions have affected how your business is perceived by customers, counterparties, and regulators, and whether there is a material impact on your operations or financial condition.
Response to Question 3: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at page 78 in response to the Staff’s comment.
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Technology
February 9, 2023
Page
4. To the extent material, describe any gaps your board or management have identified with respect to risk management processes and policies in light of current crypto asset market conditions as well as any changes they have made to address those gaps.
Response to Question 4: The Company respectfully acknowledges the Staff’s comment and informs the Staff that GRIID has not identified any material gaps with respect to GRIID’s risk management processes.
5. To the extent material, describe any of the following risks due to disruptions in the crypto asset markets:
•
Risk from depreciation in your stock price.
•
Risk of loss of customer demand for your products and services.
•
Financing risk, including equity and debt financing.
•
Risk of increased losses or impairments in your investments or other assets.
•
Risks of legal proceedings and government investigations, pending or known to be threatened, in the United States or in other jurisdictions against you or your affiliates.
•
Risks from price declines or price volatility of crypto assets.
Response to Question 5: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at pages 48, 49, 54, 55, 74 and 216 in response to the Staff’s comment.
The “halving” of rewards available on the bitcoin network . . ., page 63
6. Please amend your disclosure to describe the steps you have taken, if any, to mitigate risks related to halving.
Response to Question 6: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at page 65 in response to the Staff’s comment.
Risks Related to Redemption, page 108
7. Describe any material risk to you, either direct or indirect, due to excessive redemptions, withdrawals, or a suspension of redemptions or withdrawals, of crypto assets. Identify any material concentrations of risk and quantify any material exposures.
Response to Question 7: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at pages 112 and 113 in response to the Staff’s comment as it pertains to redemptions of ADEX’s public shares. Further, the Company respectfully advises the Staff that GRIID has no material risk due to excessive redemptions, withdrawals, or a suspension of redemptions or withdrawals, of crypto assets as GRIID is neither a cryptocurrency exchange nor does GRIID otherwise have customers for whom it serves as a custodian of crypto assets.
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Technology
February 9, 2023
Page
Introduction, page 178
8. Please tell us why you disclose that the unaudited pro forma condensed combined statements of operations include the period from inception to December 31, 2021 for ADEX, rather than the year ended December 31, 2021.
Response to Question 8: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at page 186 in response to the Staff’s comment.
Unaudited Pro Forma Condensed Combined Financial Information, page 178
9. Please tell us how your presentation of pro forma financial information considers the following:
•
Your obligation to pay a commitment fee of $4 million and issue warrants after the closing of the merger in connection with the Share Subscription Facility as noted from your disclosure on page F-106 and elsewhere in your filing; and
•
The issuance of unsecured promissory notes and warrants to the holders after the balance sheet date as noted from your disclosure on page F-109.
Response to Question 9: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement in response to the Staff’s comment as it relates to GRIID’s obligation to pay a commitment fee of $4 million and issue related warrants and have reflected these as costs of equity issuance.
As it relates to the warrants issued to unsecured promissory note holders, the shares underlying those warrants are issued directly from the 58,500,000 total aggregate shares attributable to the pre-merger GRIID members received at closing.
Unaudited Pro Forma Condensed Combined Balance Sheet September 30, 2022, page 183
10. We note from your disclosure on page 114 and elsewhere that you will not affect a redemption of IPO Shares unless your net tangible assets, after payment of deferred underwriting commissions, are at least $5,000,001 either immediately prior to or upon consummation of the merger. In addition, we note from your disclosure on pages F-7 and F-29 that this minimum threshold is a condition for you to proceed with a Business Combination. Please tell us why the net tangible asset requirement does not appear to be considered in the pro forma scenario assuming maximum redemptions.
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Technology
February 9, 2023
Page
Response to Question 10: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at pages 14, 28, 112, 113, 125, 171, 172, 173, 189 and 190 in response to the Staff’s comment. The Company also respectfully advises the Staff that, as disclosed in the Amended Registration Statement, it plans to solicit a vote of the ADEX stockholders to remove this minimum threshold from the applicable provisions of the current charter prior to the closing and, assuming the current charter is so amended, amend the merger agreement to remove the corresponding condition to the closing.
11. Please revise to ensure the total amounts of stockholders’ (deficit) equity do not include common stock subject to possible redemption classified outside of stockholders’ (deficit) equity.
Response to Question 11: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at page 191 in response to the Staff’s comment.
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
Note 1 - Basis of Presentation, page 186
12. Please tell us why you disclose that the unaudited pro forma condensed combined balance sheet at September 30, 2022 was prepared using ADEX’s audited balance sheet as of December 31, 2021 and GRIID’s audited consolidated balance sheet as of December 31, 2021.
Response to Question 12: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at page 194 in response to the Staff’s comment.
Note 3 - Transaction Accounting Adjustments
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet for the Nine Months ended September 30, 2022, page 187
13. Please reconcile the amounts in note (D) to the amount of the pro forma adjustments that reflect the payment of estimated total transaction costs.
Response to Question 13: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at page 195 in response to the Staff’s comment.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of ADEX
Results of Operations, page 200
14. Please revise to also discuss the results of operations for the year ended December 31, 2021 and the inception to date period ended December 31, 2020, as well as for the nine months ended September 30, 2022 and 2021. Refer to Item 303(b) and (c) of Regulation S-K.
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Technology
February 9, 2023
Page
Response to Question 14: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at page 210 in response to the Staff’s comment.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of GRIID
Company Overview, page 222
15. Please include specific and detailed risk factor disclosure describing the risks associated with your custody practices for crypto assets.
Response to Question 15: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at pages 104 and 216 in response to the Staff’s comment.
Key Factors Affecting Our Performance, page 223
16. You indicate that you currently have 48 MWs of existing available power capacity. However, we note from your disclosure on page 221 and elsewhere that you have 68 MW of available electrical capacity. Please reconcile your disclosures.
Response to Question 16: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at pages 26, 187, 215, 222 and 231 in response to the Staff’s comment.
Liquidity and Capital Resources
Cash and Cash Flows, page 244
17. Please revise to also discuss your cash flows for the years ended December 31, 2021 and 2020. Refer to Item 303(b) of Regulation S-K.
Response to Question 17: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at pages 256 and 257 in response to the Staff’s comment.
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
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Technology
February 9, 2023
Page
Consolidated Statements of Operations, page F-51
18. You indicate in response to prior comment 12 that you modified the presentation of realized gains on the sales of cryptocurrency as operating expense (income) and reflected the reclassification in all relevant sections of the filing. However, realized gain on the sale of cryptocurrencies continues to be presented within other income (expense) in the consolidated statements of operations for the two years ended December 31, 2021. Please revise, consistent with the classification of impairment of cryptocurrencies within operating expenses. Also, ensure you include the disclosures required by ASC 250-10-50-7.
Response to Question 18: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at page F-51 in response to the Staff’s comment.
Notes to Consolidated Financial Statements
Note 3. Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements
Cryptocurrencies, page F-59
19. We note your response to prior comment 14 regarding testing for impairment of cryptocurrencies. Your accounting policy disclosure states that in testing for impairment, you proceed directly to a quantitative test on a daily basis to determine if impairment exists. You further note that impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. We do not believe the end of day spot rate is sufficient to determine if impairment exists on any given day or to determine the amount of impairment loss. Please revise and provide us with a materiality analysis of any additional impairment loss based on the lowest price of Bitcoin at any time during each day.
Response to Question 19: The Company respectfully acknowledges the Staff’s comment and advises the Staff that GRIID has performed a materiality analysis of additional impairment loss based on the lowest price of bitcoin at any time during each day. GRIID performed this analysis by comparing the carrying amount of cryptocurrency holdings to the lowest price of bitcoin at any time during each day. Cryptocurrencies with carrying amounts greater than the lowest price of bitcoin each day were considered impaired and marked down through the recognition of an unrealized los
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CORRESP 1 filename1.htm CORRESP February 9, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Melissa Walsh Stephen Krikorian Charli Gibbs-Tabler Jan Woo Re: Adit EdTech Acquisition Corp. Amendment No. 3 to Registration Statement on Form S-4 Filed December 7, 2022 File No. 333-261880 Ladies and Gentlemen: On behalf of Adit EdTech Acquisition Corp. (“Adit EdTech” or the “Company”), we are submitting this letter in response to a letter, dated January 27, 2023, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form S-4 filed with the Commission on December 7, 2022 (the “Registration Statement”), as amended by Amendment No. 1 thereto filed with the Commission on March 22, 2022, Amendment No. 2 thereto filed with the Commission on May 16, 2022, and Amendment No. 3 thereto filed with the Commission on December 7, 2022 (“Amendment No. 3”). The Company is concurrently filing Amendment No. 4 to the Registration Statement (the “Amended Registration Statement”), which includes changes to reflect responses to the Staff’s comments and other updates. The numbering of the paragraphs below corresponds to the numbering of the comments in the letter from the Staff. For the Staff’s convenience, we have incorporated the text of the Staff’s comments into this response letter in italics. Unless otherwise indicated, page references in the responses correspond to the page numbers in the Amended Registration Statement, and page references otherwise correspond to the page numbers in Amendment No. 3. Capitalized terms used in this letter but otherwise not defined herein shall have the meanings set forth in the Amended Registration Statement. U.S. Securities and Exchange Commission Division of Corporate Finance Office of Technology February 9, 2023 Page 2 The responses provided herein are based upon information provided to Covington & Burling LLP by the Company. Amendment No. 3 to Registration Statement on Form S-4 Q: Did the board of directors of ADEX obtain a fairness opinion in determining whether or not to proceed with the merger?, page 13 1. Please provide the legal basis for the Company and the advisor’s belief that security holders cannot rely on the opinion to bring state law actions, including a description of any state law authority on such a defense. Alternatively, please disclose that this issue will be resolved by a court, and that resolution of this issue will have no effect on the rights and responsibilities of the board under state law, and the availability of this defense has no effect on the rights and responsibilities of either the advisor or the board under the federal securities laws. Response to Question 1: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at page 13 in response to the Staff’s comment. Summary of Risk Factors, page 45 2. Please revise bullet three to reflect the fact that the Company no longer has a financial advisor and chose not to engage a financial advisor after the resignation of Wells Fargo. Response to Question 2: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at pages 46, 92 and 93 in response to the Staff’s comment. Risk Factors, page 48 3. To the extent material, discuss any reputational harm you may face in light of the recent disruption in the crypto asset markets. For example, discuss how market conditions have affected how your business is perceived by customers, counterparties, and regulators, and whether there is a material impact on your operations or financial condition. Response to Question 3: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at page 78 in response to the Staff’s comment. U.S. Securities and Exchange Commission Division of Corporate Finance Office of Technology February 9, 2023 Page 3 4. To the extent material, describe any gaps your board or management have identified with respect to risk management processes and policies in light of current crypto asset market conditions as well as any changes they have made to address those gaps. Response to Question 4: The Company respectfully acknowledges the Staff’s comment and informs the Staff that GRIID has not identified any material gaps with respect to GRIID’s risk management processes. 5. To the extent material, describe any of the following risks due to disruptions in the crypto asset markets: • Risk from depreciation in your stock price. • Risk of loss of customer demand for your products and services. • Financing risk, including equity and debt financing. • Risk of increased losses or impairments in your investments or other assets. • Risks of legal proceedings and government investigations, pending or known to be threatened, in the United States or in other jurisdictions against you or your affiliates. • Risks from price declines or price volatility of crypto assets. Response to Question 5: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at pages 48, 49, 54, 55, 74 and 216 in response to the Staff’s comment. The “halving” of rewards available on the bitcoin network . . ., page 63 6. Please amend your disclosure to describe the steps you have taken, if any, to mitigate risks related to halving. Response to Question 6: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at page 65 in response to the Staff’s comment. Risks Related to Redemption, page 108 7. Describe any material risk to you, either direct or indirect, due to excessive redemptions, withdrawals, or a suspension of redemptions or withdrawals, of crypto assets. Identify any material concentrations of risk and quantify any material exposures. Response to Question 7: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at pages 112 and 113 in response to the Staff’s comment as it pertains to redemptions of ADEX’s public shares. Further, the Company respectfully advises the Staff that GRIID has no material risk due to excessive redemptions, withdrawals, or a suspension of redemptions or withdrawals, of crypto assets as GRIID is neither a cryptocurrency exchange nor does GRIID otherwise have customers for whom it serves as a custodian of crypto assets. U.S. Securities and Exchange Commission Division of Corporate Finance Office of Technology February 9, 2023 Page 4 Introduction, page 178 8. Please tell us why you disclose that the unaudited pro forma condensed combined statements of operations include the period from inception to December 31, 2021 for ADEX, rather than the year ended December 31, 2021. Response to Question 8: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at page 186 in response to the Staff’s comment. Unaudited Pro Forma Condensed Combined Financial Information, page 178 9. Please tell us how your presentation of pro forma financial information considers the following: • Your obligation to pay a commitment fee of $4 million and issue warrants after the closing of the merger in connection with the Share Subscription Facility as noted from your disclosure on page F-106 and elsewhere in your filing; and • The issuance of unsecured promissory notes and warrants to the holders after the balance sheet date as noted from your disclosure on page F-109. Response to Question 9: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement in response to the Staff’s comment as it relates to GRIID’s obligation to pay a commitment fee of $4 million and issue related warrants and have reflected these as costs of equity issuance. As it relates to the warrants issued to unsecured promissory note holders, the shares underlying those warrants are issued directly from the 58,500,000 total aggregate shares attributable to the pre-merger GRIID members received at closing. Unaudited Pro Forma Condensed Combined Balance Sheet September 30, 2022, page 183 10. We note from your disclosure on page 114 and elsewhere that you will not affect a redemption of IPO Shares unless your net tangible assets, after payment of deferred underwriting commissions, are at least $5,000,001 either immediately prior to or upon consummation of the merger. In addition, we note from your disclosure on pages F-7 and F-29 that this minimum threshold is a condition for you to proceed with a Business Combination. Please tell us why the net tangible asset requirement does not appear to be considered in the pro forma scenario assuming maximum redemptions. U.S. Securities and Exchange Commission Division of Corporate Finance Office of Technology February 9, 2023 Page 5 Response to Question 10: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at pages 14, 28, 112, 113, 125, 171, 172, 173, 189 and 190 in response to the Staff’s comment. The Company also respectfully advises the Staff that, as disclosed in the Amended Registration Statement, it plans to solicit a vote of the ADEX stockholders to remove this minimum threshold from the applicable provisions of the current charter prior to the closing and, assuming the current charter is so amended, amend the merger agreement to remove the corresponding condition to the closing. 11. Please revise to ensure the total amounts of stockholders’ (deficit) equity do not include common stock subject to possible redemption classified outside of stockholders’ (deficit) equity. Response to Question 11: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at page 191 in response to the Staff’s comment. Notes to the Unaudited Pro Forma Condensed Combined Financial Statements Note 1 - Basis of Presentation, page 186 12. Please tell us why you disclose that the unaudited pro forma condensed combined balance sheet at September 30, 2022 was prepared using ADEX’s audited balance sheet as of December 31, 2021 and GRIID’s audited consolidated balance sheet as of December 31, 2021. Response to Question 12: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at page 194 in response to the Staff’s comment. Note 3 - Transaction Accounting Adjustments Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet for the Nine Months ended September 30, 2022, page 187 13. Please reconcile the amounts in note (D) to the amount of the pro forma adjustments that reflect the payment of estimated total transaction costs. Response to Question 13: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at page 195 in response to the Staff’s comment. Management’s Discussion and Analysis of Financial Condition and Results of Operations of ADEX Results of Operations, page 200 14. Please revise to also discuss the results of operations for the year ended December 31, 2021 and the inception to date period ended December 31, 2020, as well as for the nine months ended September 30, 2022 and 2021. Refer to Item 303(b) and (c) of Regulation S-K. U.S. Securities and Exchange Commission Division of Corporate Finance Office of Technology February 9, 2023 Page 6 Response to Question 14: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at page 210 in response to the Staff’s comment. Management’s Discussion and Analysis of Financial Condition and Results of Operations of GRIID Company Overview, page 222 15. Please include specific and detailed risk factor disclosure describing the risks associated with your custody practices for crypto assets. Response to Question 15: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at pages 104 and 216 in response to the Staff’s comment. Key Factors Affecting Our Performance, page 223 16. You indicate that you currently have 48 MWs of existing available power capacity. However, we note from your disclosure on page 221 and elsewhere that you have 68 MW of available electrical capacity. Please reconcile your disclosures. Response to Question 16: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at pages 26, 187, 215, 222 and 231 in response to the Staff’s comment. Liquidity and Capital Resources Cash and Cash Flows, page 244 17. Please revise to also discuss your cash flows for the years ended December 31, 2021 and 2020. Refer to Item 303(b) of Regulation S-K. Response to Question 17: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at pages 256 and 257 in response to the Staff’s comment. 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 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Technology February 9, 2023 Page 7 Consolidated Statements of Operations, page F-51 18. You indicate in response to prior comment 12 that you modified the presentation of realized gains on the sales of cryptocurrency as operating expense (income) and reflected the reclassification in all relevant sections of the filing. However, realized gain on the sale of cryptocurrencies continues to be presented within other income (expense) in the consolidated statements of operations for the two years ended December 31, 2021. Please revise, consistent with the classification of impairment of cryptocurrencies within operating expenses. Also, ensure you include the disclosures required by ASC 250-10-50-7. Response to Question 18: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at page F-51 in response to the Staff’s comment. Notes to Consolidated Financial Statements Note 3. Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements Cryptocurrencies, page F-59 19. We note your response to prior comment 14 regarding testing for impairment of cryptocurrencies. Your accounting policy disclosure states that in testing for impairment, you proceed directly to a quantitative test on a daily basis to determine if impairment exists. You further note that impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. We do not believe the end of day spot rate is sufficient to determine if impairment exists on any given day or to determine the amount of impairment loss. Please revise and provide us with a materiality analysis of any additional impairment loss based on the lowest price of Bitcoin at any time during each day. Response to Question 19: The Company respectfully acknowledges the Staff’s comment and advises the Staff that GRIID has performed a materiality analysis of additional impairment loss based on the lowest price of bitcoin at any time during each day. GRIID performed this analysis by comparing the carrying amount of cryptocurrency holdings to the lowest price of bitcoin at any time during each day. Cryptocurrencies with carrying amounts greater than the lowest price of bitcoin each day were considered impaired and marked down through the recognition of an unrealized los