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CORRESP

 April 6, 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. 4 to Registration Statement on Form S-4

 Filed February 9, 2023

 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 March 20, 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 23, 2021 (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, Amendment No. 3 thereto filed with the Commission on
December 7, 2022, and Amendment No. 4 thereto filed with the Commission on February 9, 2023 (“Amendment No. 4”). The Company is concurrently filing Amendment No. 5 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. 4. 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

April 6, 2023

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 The responses provided herein are based upon information provided to Covington &
Burling LLP by the Company.

 Amendment No. 4 to Registration Statement on Form S-4

Management’s Discussion and Analysis of Financial Condition and Results of Operations of GRIID

Key Factors Affecting Our Performance

 Electricity,
page 233

1.
 We note your revised disclosures elsewhere in response to prior comment 16. Please revise to also include
the 20MW which are subject to the Mining Services Agreement in your discussion of how electricity affects your performance.

Response to Comment 1: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement
at page 235 in response to the Staff’s comment.

 Liquidity and Capital Resources

Cash and Cash Flows

 Cash and Cash Flows for the Years
Ended December 31, 2021 and 2020, page 256

2.
 Please revise to ensure your discussion of net cash used in operating and investing activities is accurate
and complete.

 Response to Comment 2: The Company respectfully acknowledges the Staff’s comment and has
revised the Amended Registration Statement at page 252 in response to the Staff’s comment.

 Adit EdTech Acquisition Corp.

Notes to Condensed Consolidated Financial Statements (Unaudited) Note 9 - Subsequent Events, page F-48

3.
 We note that on December 23, 2022, in connection with the approval of extension by which you must
complete an initial business combination, certain holders of IPO Shares exercised their right to redeem such shares for a pro rata portion of the funds then on deposit in the trust account. In addition, we note from your disclosure on pages 17 and
106 that you instructed your trustee with respect to the trust account to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash. Please revise
to update your subsequent events disclosure. Refer to ASC 855-10-50-2.

Response to Comment 3: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement
at page F-26 in response to the Staff’s comment.

 U.S. Securities and Exchange Commission

Division of Corporate Finance

 Office of Technology

April 6, 2023

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 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

 Consolidated Statements of Operations, page F-51

4.
 Please explain why you have reclassified the cash proceeds related to the sale of cryptocurrencies from cash
flows from investing activities to cash flows from operating activities on the statements of cash flows for the years ended December 31, 2021 and 2020 and the nine months ended September 30, 2022 and 2021. Please provide us with your
comprehensive accounting analysis, with reference to the authoritative accounting guidance, to support the classification as an operating activity. As previously discussed, the Staff would not object to the classification of the proceeds from the
sale of cryptocurrencies within cash flows from investing activities.

 Response to Comment 4: The Company
respectfully acknowledges the Staff’s comment. Pursuant to ASC 230-10-45-22, in the absence of specific guidance, a reporting entity shall determine each separately identifiable source or each separately identifiable use within the cash
receipts and cash payments on the basis of the nature of the underlying cash flows, including when judgment is necessary to estimate the amount of each separately identifiable source or use. A reporting entity shall then classify each separately
identifiable source or use within the cash receipts and payments on the basis of their nature in financing, investing, or operating activities.

Based on the fact that GRIID has consistently liquidated its bitcoins mined in order to fund operations, and records the gain or loss from the
sales of cryptocurrencies as an operating item on the income statement, GRIID has concluded that the sale of cryptocurrencies should be reflected as cash flows from operating activities.

Notes to Consolidated Financial Statements

Note 4. Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Cryptocurrencies, page F-60

5.
 We note that you continue to indicate that you test cryptocurrency assets for impairment on a daily basis as
of 11:59PM UTC. We also note your disclosures on pages 238, 242, 252, F-78 and F-104 that you test cryptocurrency assets for impairment on a daily basis. As previously
requested in prior comment 19, please revise your accounting policy to comply with the ASC 350-30-35-19 requirement to recognize
impairment whenever the carrying value exceeds its fair value. In addition, please revise the disclosure at the top of page 56 indicating that a non-temporary decrease in the price of bitcoin would cause a
risk of loss or impairment.

 Response to Comment 5: The Company respectfully acknowledges the Staff’s
comment and has revised the Amended Registration Statement at pages 56, 244 and 249 and F-36 and F-53 in response to the Staff’s comment.

 U.S. Securities and Exchange Commission

Division of Corporate Finance

 Office of Technology

April 6, 2023

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6.
 We note the revisions in response to prior comment 18 to restate the presentation of realized gains on the
sales of cryptocurrency as operating expense (income). Please revise your accounting policy disclosure accordingly.

Response to Comment 6: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement
at pages F-29, F-33, F-34 and F-36 in response to the Staff’s comment.

 Revenue Recognition, page
F-62

7.
 In order to help us continue to evaluate your accounting policy under FPPS arrangements, please further
explain how you determined the term of your contracts. In response to comment 18 in your letter dated December 7, 2022, you state that “each hash contributed is distinguishable from one another, meaning that each hash is satisfying a
separate performance obligation.” You further provide the example that “if GRIID were to provide only one hash to a pool operator and then terminate the respective agreement, it would earn and subsequently recognize revenue related to that
hash (i.e., creating an enforceable right to receive compensation from such pool operator).” In response to prior comment 18 in your letter dated February 9, 2023, you indicate that GRIID utilizes the beginning of day as contract
inception. Explain how you determined that the beginning of the day is contract inception when the contract can be terminated at any time during the day. Tell us how you considered whether providing each hash (i.e., satisfying a separate performance
obligation) represents a separate contract since the contract is terminable at any time. Explain how you evaluated whether the termination clause is akin to a renewal right, and that after satisfying a performance obligation the decision to satisfy
the next performance obligation represents a renewal of the contract (i.e., a separate contract).

 Response to
Comment 7: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at page 39 in response to the Staff’s comment. Additionally, the Company has provided GRIID’s analysis
below:

•

 Clarification of the distinct performance obligation:

 U.S. Securities and Exchange Commission

Division of Corporate Finance

 Office of Technology

April 6, 2023

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 Under ASC 606-10-25-14(b), GRIID may identify a single performance obligation that is “a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to
the customer” if both criteria under ASC 606-10-25-15 are met. In accordance with ASC 606-10-25-15, “A series of distinct goods or services has the same pattern of transfer to the customer if both of the following criteria are met:

a.
 Each distinct good or service in the series that the entity promises to transfer to the customer would meet the
criteria in paragraph 606-10-25-27 to be a performance obligation satisfied over time.

b.
 In accordance with paragraphs 606-10-25-31 through 25-32, the same method would be used to measure the entity’s progress toward complete satisfaction of the performance obligation to
transfer each distinct good or service in the series to the customer.”

 The only promised service explicitly stated
in the mining pool contract and, therefore, the only performance obligation identified, is supplying computing power (i.e., hashes) to the pool operator. The pool operator simultaneously receives and consumes the benefits provided by the
entity’s performance as GRIID performs the service as each additional hash supplied is utilized by the customer to mine the next available block over time. Further, the same method is used to measure GRIID’s progress toward complete
satisfaction of the performance obligation (i.e., supplying computing power in the form of hashes) to the pool operator. As such, the performance obligation is deemed to be a series, satisfied over time and a single performance obligation.

•

 Explanation of GRIID’s determination of contract inception, potential implications related to the ability
to terminate at any time, renewal rights related to the termination, and term of the contract:

 GRIID determined that
contract inception is the beginning of each day within the series and that the contract term is each 24-hour period resulting from the termination clause in the mining pool contract.

Although the contract is terminable at any time, termination is based upon settlement of any pending transactions, which are settled at the end
of each day. Effectively, a renewal right exists upon the settlement at the end of each day. For example, if GRIID contributes computing power for the first 12 hours of a day, but ceases providing computing power after those 12 hours and terminates
the mining pool contract, the pool operator would be obligated to compensate GRIID

 U.S. Securities and Exchange Commission

Division of Corporate Finance

 Office of Technology

April 6, 2023

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for the hashes contributed during the initial 12-hour period. Contractually, the pool operator is obligated to compensate GRIID for performance of the
performance obligation at the end of each 24-hour period, which is defined as “midnight to midnight” within the mining pool contract. Therefore, GRIID has a renewal right, which is at GRIID’s
discretion, at the beginning of each 24-hour period (i.e., each day) and a new contract is created (i.e., contract inception).

8.
 Under the FPPS model, we note your disclosure that computing power represents the only performance
obligation in your contracts with mining pool operators and that you appear to believe that contract duration is each day, or 24-hour period. Considering your response to comment 18 in your letter dated
December 7, 2022 that each hash-rate contributed represents a separate performance obligation, please tell us what consideration you gave to whether your contracts have multiple performance obligations.

Response to Comment 8: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the only service
required by GRIID, within the mining pool contract, is the provision of power to the pool operator. As discussed in the response to Comment 7 above, GRIID’s sole performance obligation is supplying computing power to the mining pool operators,
which is considered a series (i.e., a single performance obligation that is satisfied over time). Although each hash rate may be considered distinct, provision of each hash over time has been combined into a series to form a single performance
obligation.

9.
 In order to help us continue to evaluate your accounting policy under FPPS arrangements and understand your
prior responses, please clarify the statement in your revenue recognition policy that “Revenue is calculated and recognized on a daily basis in accordance with the payout methodology of the Pool Operator as specified in the Company’s
contracts at contract inception.” As part of your response, please address the following:

•

 Clarify if the transaction price is variable at contract inception, and, if so, if you estimate the
transaction price at contract inception. In this regard, you indicated in your response to prior comment 21 in the letter dated December 7, 2023 that you are able to estimate noncash consideration at contract inception using
estimates at the beginning of each day. You further stated, “GRIID has chosen to estimate the amount of noncash consideration utilizing the expected value method per ASC 606- 10-32-8…” In addition, your disclosure appears to indicate that revenue is calculated at contract inception. However, you indicate in responses to
prior comments 22 and 23 in your letter dated February 8, 2023 that the transaction price is determined when the actual bitcoin earned is known at the end of the 24-hour period and this
noncash consideration is measured based on the price of bitcoin at contract inception;

 U.S. Securities and Exchange Commission

Division of Corporate Finance

 Office of Technology

April 6, 2023

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•

 Clarify whether any variable consideration is constrained at contract inception; and

•

 Clarify when you recognize revenue. Your revenue policy states that your performance obligation is satisfied
over time. As such, as previously requested in prior comment 23, explain why your disclosure appears to indicate that revenue is recognized at contract inception. Your response to comment 21 in your letter dated December 7, 2022
also indicates that revenue is recorded at the beginning of each day, when the calculati