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CORRESP
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CORRESP

 May 5, 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. 5 to Registration Statement on Form S-4

 Filed April 6, 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 April 26, 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, Amendment No. 4 thereto filed with the Commission on February 9, 2023 (“Amendment
No. 4”), and Amendment No. 5 thereto filed with the Commission on April 6, 2023 (“Amendment No. 5”). The Company is concurrently filing Amendment No. 6 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. 5. 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

May 5, 2023

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

 Amendment No. 5 to Registration Statement on Form S-4 Filed on
April 6, 2023

 Certain GRIID Projected Financial Information, page 156

1.
 Please confirm whether or not the 2022 management projections still reflect management’s views on
future performance and/or describe what consideration the board gave to obtaining updated projections or a lack of reliance upon the projections.

Response to Comment 1: The Company respectfully acknowledges the Staff’s comment and advises the Staff that GRIID’s
management, subsequent to the filing of Amendment No. 5, provided the Company’s management and board of directors with updated projections. The Company’s board of directors reviewed such updated projections. The Company has revised
the Amended Registration Statement at pages 146,147, 158 and 162 and has included the updated projections.

 Unaudited Pro Forma Condensed Combined
Financial Information, page 187

2.
 We note your presentation of unaudited pro forma condensed combined statements of operations for the years
ended December 31, 2022 and 2021. Only pro forma statements of comprehensive income for the most recent fiscal year may be filed. Refer to Rule 11- 02(c)(2)(i) of Regulation
S-K. Please revise.

 Response to Comment 2: The Company respectfully
acknowledges the Staff’s comment and has revised the Amended Registration Statement at pages 190, 197 and 198 to remove the pro forma condensed combined statement of operations for the year ended December 31, 2021.

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

Operating Expenses

 Cost of Revenues, page 242

3.
 Please revise to clarify the impact that the reimbursed electricity and operating expenses from your Mining
Services Agreement had on the increase in cost of revenues.

 Response to Comment 3: The Company respectfully
acknowledges the Staff’s comment and has revised the Amended Registration Statement at pages 243-245 to provide the requested clarification.

Griid Infrastructure LLC and Subsidiaries

Consolidated Financial Statements of Griid Infrastructure LLC and Subsidiaries as of and for the Years Ended December 31, 2022 and
2021

 U.S. Securities and Exchange Commission

Division of Corporate Finance

 Office of Technology

May 5, 2023

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 Consolidated Statements of Cash Flows, page F-31

4.
 You indicate in response to prior comment 4 that you have consistently liquidated your bitcoins mined in
order to fund operations. Please tell us how quickly bitcoin is converted into cash after it is mined. In this regard, you indicated in your March 21, 2022 response to comment 45 that the average duration for which you held cryptocurrencies was
249 days for the year ended December 31, 2021 and that “earned and purchased bitcoin are not primarily acquired for immediate resale, and are instead held for a relatively long period of time, over which the related cryptocurrency is
subject to market price fluctuations, similar to a traditional investment.” In addition, we note your disclosures on pages 217 and 234 indicating that holding bitcoin on the balance sheet is a core piece of your treasury management strategy.
You previously concluded that classifying the cash flow activities from selling of cryptocurrencies represents an investing activity, and not an operating activity. Further explain your basis for changing this conclusion. To the extent that bitcoin
received as noncash consideration in the ordinary course of business is not converted nearly immediately into cash, the Staff would not object to the classification of the proceeds from the sale of cryptocurrencies within cash flows from investing
activities, as previously communicated.

 Response to Comment 4: The Company respectfully acknowledges the
Staff’s comment and has revised the Amended Registration Statement at pages 253, F-32, F-34, F-35 and F-38 to classify proceeds from the sale of
cryptocurrencies within cash flows from investing activities.

5.
 We note that changes in long-term deposits are classified as operating activities. Please explain the nature
of this item and tell us why the classification is appropriate based on the guidance in ASC 230-10-45.

Response to Comment 5: The Company respectfully acknowledges the Staff’s comment and has been advised by GRIID as follows:

The nature of the item represents deposits made to Intel in order to purchase chips for use in future miners. As the chips are received, the
deposit is credited for a portion of the purchase price, and the gross amount of the purchase is shown as an investing activity in the statement of cash flows. The chips were still in design phase at the time of deposit and GRIID anticipated
receiving the chips beginning one year later.

 Pursuant to ASC 230-10-45-13(c), all of the following are cash outflows for investing activities: payments at the time of purchase or soon before or after purchase to acquire property, plant, and equipment and other
productive assets, including interest capitalized as part of the cost

 U.S. Securities and Exchange Commission

Division of Corporate Finance

 Office of Technology

May 5, 2023

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of those assets. Generally, only advance payments, the down payment, or other amounts paid at the time of purchase or soon before or after purchase of property, plant, and equipment and other
productive assets are investing cash outflows.

 As the deposit was made significantly before the actual receipt of the chips, GRIID
concluded that the deposit was to be presented as an operating activity and the gross amount of the purchase shown as an investing activity at the time of receipt.

Notes to Consolidated Financial Statements

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

 Revenue Recognition, page F-38

6.
 Please note that we continue to review your revenue recognition practices and disclosures applied in your
mining operations. We also continue to consider your responses to prior comments 7 through 9. Please be advised that we will have further comments.

Response to Comment 6: The Company respectfully acknowledges the Staff’s comment.

7.
 In response to prior comment 10, you indicate that you determined that PPLNS was not applicable for either
2021 or 2022. Please confirm the payout methodologies for each of the mining pools you participated in 2021, as noted from page F-35. Explain to us how you determined that PPLNS was not applicable for either
2021 or 2022. Describe your process for determining the payout methodology utilized by the pool operator and for verifying that your payouts are accurate.

Response to Comment 7: The Company respectfully acknowledges the Staff’s comment and has been advised by GRIID that GRIID’s
only payout methodology for 2021 and 2022 was FPPS. Below are the pool operators and the percentage of GRIID’s hashrate contributed to each:

•

 Pool 1 – Poolin (16.70% and 0.01% in 2021 and 2022, respectively)

•

 Pool 2 – Foundry (75.00% and 99.99% in 2021 and 2022, respectively)

•

 Pool 3 – NovaBlock (8.30% and 0.00% in 2021 and 2022, respectively)

The payout methodology was determined through a review of the pool operator service agreements, online FAQs and confirmation with
representatives at the pool operators. The Company understands that management of GRIID has designed controls to mitigate the risk of misclassifying payout methodologies on a prospective basis.

 U.S. Securities and Exchange Commission

Division of Corporate Finance

 Office of Technology

May 5, 2023

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 The Company has been informed by GRIID that GRIID verifies that payouts are complete and
accurate by recalculating the rewards expected to be earned by GRIID based on the applicable pool’s payout methodology. GRIID measures its own hashrate over time and obtains other key inputs (e.g., global network difficulty, transaction fee
rewards, rewards paid out, etc.) as they become known, to recalculate the rewards earned by GRIID. If variances exist, GRIID discusses such variances with the respective pool operators.

8.
 In response to prior comment 10, you indicate that you compared PPLNS and FPPS revenue recognition policies
to determine the impact on your financial statements. Please elaborate on how you performed this comparison. Considering that you indicate that PPLNS was not applicable for 2021 or 2022, tell us what transactions you used to compare the impact of
using the beginning of day bitcoin price and the bitcoin price at time of receipt. Please clarify whether you made an error in assuming the PPLNS model was the payout model, when in fact the FPPS model was being utilized

Response to Comment 8: The Company respectfully acknowledges the Staff’s comment and has been advised by GRIID that GRIID
erroneously utilized the PPLNS revenue recognition policy (i.e., bitcoin spot price at time of receipt) for rewards earned from Poolin in 2021 (Foundry was the only material pool operator utilized in 2022). As such, GRIID determined the total
notional rewards earned from Poolin (i.e., the number of bitcoins) and applicable pricing for each day and compared: (1) the total U.S. dollar equivalent based on the bitcoin spot price at time of receipt vs. (2) the total U.S. dollar
equivalent based on the bitcoin price at the beginning of the day (in-line with the FPPS accounting policy). The results of the analysis (i.e., the U.S. dollar equivalent difference) and impact on GRIID’s
financial statements were deemed to be immaterial.

 Note 11. Debt and Warrants, page F-47

9.
 You disclose that the loss on extinguishment of debt was $51,079,000 and $40,771,000 as a result of the 3rd
A&R Loan Agreement in 2021 and the 4th A&R Loan Agreement in 2022, respectively. Please reconcile these amounts to your consolidated statements of operations.

 U.S. Securities and Exchange Commission

Division of Corporate Finance

 Office of Technology

May 5, 2023

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 Response to Comment 9: The Company respectfully acknowledges the Staff’s comment
and has revised the Amended Registration Statement at pages F-50 and F-51 to reconcile such amounts. Additionally, for purposes of clarification, GRIID has provided the
reconciliation set forth below.

 Warrant and Debt rollforward—2021/2022

Warrant
Liability

Loan
Origination
fee

USD
Debt

Embedded
Derivative

Cryptocurrency
Debt

Debt
Discount

Private
placement
debt

Private
placement
discount

Net

Termination
of warrant

Gain/
loss on
warrant
liability

Gain/loss on
extinguishment

 Balance as of December 31, 2020

—

—

11,165

10,179

4,255

(12
)

25,587

 Addition of debt discount/embedded derivative/capitalized interest

605

6,852

546

4

8,007

 Debt modification to terminate First amendment – September 2021

(11,770
)

(17,031
)

(4,801
)

8

(33,594
)

 Second amendment agreement September 2021

33,746

—

33,746

agrees to page F-48

 New draws – September 2021

 10,000

 10,000

new draws of $10mm Intel and $2mm for equipment

 Addition of debt discount/capitalized interest

629

629

 Relieve the second amendment as debt extinguishment

 (44,375

 )

 (44,375

 )

 (19,824

 )

agrees to page F-50 as loss on extinguishment

 Third amendment agreement November 2021

 29,234

 8,000

 46,375

 (17,418

 )

 28,957

agrees to page F-49 ($44,375 plus the $2,000 draw) and page F-50 (warrant issued, origination fee and debt
discount)

 Addition of debt discount/capitalized interest

593

493

1,086

 Quarterly change in fair value – warrant liability

586

 Balance as of December 31, 2021

29,820

8,000

46,968

—

—

(16,925
)

—

—

30,043

(19,824
)

 New draws – May 2022

6,000

6,000

Agrees to page F-50

 New draws – June 2022

1,531

1,531

Agrees to page F-51

 Addition of debt discount/capitalized interest

2,734

1,267

4,001

 1st – 3th Quarter change in fair value

 513

 (513

 )

Quarterly change in fair value

 Issuance of warrants

17,123

D. Alleyne and Endeavour

 Cancellation of warrants

(17,123
)

D. Alleyne and Endeavour

 4th Quarter change in fair value

 1,260

 (1,260

 )

Quarterly change in fair value

 Fourth amendment agreement October 2022

49,421

 (8,000

 )

 —

 (600

 )

 (600

 )

 (40,571

 )

Agrees to page F-51

 Gain on Warrant Derivative

(17,543
)

—

17,543

 Modification of warrants

5,379

7,178

(10,308
)

Modification of warrants related to the 3rd/4th amendments, agrees to rollforward. Includes the FMV adjust of 139 immediately prior to term

 Termination of warrants

(139
)

139

 Debt fees for fourth amendment

200

200

(200
)

 Private placement debt

7,712

4,553

(4,553
)

—

Agrees to page F-51

 Addition of debt discount/capitalized interest

1,340

2,916

918

5,174

 Balance as of December 31, 2022

76,423

—

58,773

—

—

(13,342
)

4,553

(3,635
)

46,349

139

22,948

(51,079
)

Agrees to page F-51

57,433

agrees to page F-51

 Rollforward for warranty liability:

 Warrant liability 12/31/21

29,820

 Issuance of warrants

57,133

 Gain/loss on warrant value

(15,770
)

 Modification of warrants

5,379

 Termination of warrants

(139
)

 Warrant liability 12/31/22

76,423

 Gain/loss on change in warrant:

 Gain/loss on warrant from above

15,770

 Gain/loss on warrant modification (only due the change in derivative)

7,178

22,948

 Note 12. Fair Value Hierarchy, page F-51

10.
 We note your responses to prior comments 13 and 15. Please explain why ADEX common stock is considered as
the underlying share price of the warrants considering that the warrants will be exercisable for common stock of New GRIID upon the merger. That is, it is not clear how the trading price of ADEX is reflective of the current price of the underlying
shares. Al