Correspondence 0001193125-23-205101 from GRIID Infrastructure Inc. (GRDI, GRDIW) (CIK 0001830029)
GRIID Infrastructure Inc. (GRDI, GRDIW) (CIK 0001830029)
Date: Aug. 7, 2023 · CIK: 0001830029 · Accession: 0001193125-23-205101
AI Filing Summary & Sentiment
File numbers found in text: 333-261880
Referenced dates: March 20, 2023
Letter
BEIJING BOSTON BRUSSELS DUBAI FRANKFURT
JOHANNESBURG LONDON LOS ANGELES NEW YORK
PALO ALTO SAN FRANCISCO SEOUL SHANGHAI WASHINGTON
Covington & Burling LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018-1405
T +1 212 841 1000
August 7, 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
Matthew Derby
Re: Adit EdTech Acquisition Corp.
Amendment No. 8 to Registration Statement on Form S-4
Filed July 14, 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 August 4, 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. 5 thereto filed with the Commission on April 6, 2023, Amendment No. 6 thereto filed with the Commission on May 5, 2023, Amendment No. 7 thereto filed with the Commission on June 8, 2023, and Amendment No. 8 thereto filed with the Commission on July 14, 2023 (“Amendment No. 8”). The Company is concurrently filing Amendment No. 9 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. 8. 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
August 7, 2023
Page 2
The responses provided herein are based upon information provided to Covington & Burling LLP by the Company.
Amendment No. 8 to Registration Statement on Form S-4 Filed on July 14, 2023
Questions and Answers About the Transaction Proposals for ADEX Stockholders, page 5
1. Please revise to ensure the latest possible business combination date of January 14, 2024 is accurately disclosed throughout your filing. For example, refer to your disclosures on pages 16 and 18 indicating the date is January 14, 2023.
Response to Comment 1: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at pages 16 and 18 to accurately disclose the latest possible business combination date of January 14, 2024.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of GRIID
Liquidity and Capital Resources
Cash and Cash Flows for the Years Ended December 31, 2022 and 2021, page 260
2. We reissue and clarify prior comment 5. Consistent with prior comment 2 in our letter dated March 20, 2023, please revise to ensure your discussion of net cash used in operating and investing activities is accurate and complete. Specifically, tell us why you continue to indicate that the increase in cash from working capital contributing to net cash used in operating activities was driven, in part, by proceeds from the sale of cryptocurrencies. In addition, ensure that the amounts of net cash provided by investing activities are accurately disclosed and the related discussion is complete.
Response to Comment 2: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at pages 260-61 to revise GRIID’s discussion of net cash used in operating and investing activities.
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
Note 4. Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements
Revenue Recognition, page F-62
3. Please note that we continue to review your revenue recognition practices and disclosures applicable to your mining operations and may have further comments.
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Technology
August 7, 2023
Page 3
Response to Comment 3: The Company respectfully acknowledges the Staff’s comment.
*****
Please contact me at (212) 841-1108 with any questions or further comments regarding our responses to the Staff’s comments.
Sincerely,
/s/ Brian K. Rosenzweig
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CORRESP 1 filename1.htm CORRESP BEIJING BOSTON BRUSSELS DUBAI FRANKFURT JOHANNESBURG LONDON LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO SEOUL SHANGHAI WASHINGTON Covington & Burling LLP The New York Times Building 620 Eighth Avenue New York, NY 10018-1405 T +1 212 841 1000 August 7, 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 Matthew Derby Re: Adit EdTech Acquisition Corp. Amendment No. 8 to Registration Statement on Form S-4 Filed July 14, 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 August 4, 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. 5 thereto filed with the Commission on April 6, 2023, Amendment No. 6 thereto filed with the Commission on May 5, 2023, Amendment No. 7 thereto filed with the Commission on June 8, 2023, and Amendment No. 8 thereto filed with the Commission on July 14, 2023 (“Amendment No. 8”). The Company is concurrently filing Amendment No. 9 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. 8. 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 August 7, 2023 Page 2 The responses provided herein are based upon information provided to Covington & Burling LLP by the Company. Amendment No. 8 to Registration Statement on Form S-4 Filed on July 14, 2023 Questions and Answers About the Transaction Proposals for ADEX Stockholders, page 5 1. Please revise to ensure the latest possible business combination date of January 14, 2024 is accurately disclosed throughout your filing. For example, refer to your disclosures on pages 16 and 18 indicating the date is January 14, 2023. Response to Comment 1: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at pages 16 and 18 to accurately disclose the latest possible business combination date of January 14, 2024. Management’s Discussion and Analysis of Financial Condition and Results of Operations of GRIID Liquidity and Capital Resources Cash and Cash Flows for the Years Ended December 31, 2022 and 2021, page 260 2. We reissue and clarify prior comment 5. Consistent with prior comment 2 in our letter dated March 20, 2023, please revise to ensure your discussion of net cash used in operating and investing activities is accurate and complete. Specifically, tell us why you continue to indicate that the increase in cash from working capital contributing to net cash used in operating activities was driven, in part, by proceeds from the sale of cryptocurrencies. In addition, ensure that the amounts of net cash provided by investing activities are accurately disclosed and the related discussion is complete. Response to Comment 2: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement at pages 260-61 to revise GRIID’s discussion of net cash used in operating and investing activities. 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 Note 4. Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements Revenue Recognition, page F-62 3. Please note that we continue to review your revenue recognition practices and disclosures applicable to your mining operations and may have further comments. U.S. Securities and Exchange Commission Division of Corporate Finance Office of Technology August 7, 2023 Page 3 Response to Comment 3: The Company respectfully acknowledges the Staff’s comment. ***** Please contact me at (212) 841-1108 with any questions or further comments regarding our responses to the Staff’s comments. Sincerely, /s/ Brian K. Rosenzweig Brian K. Rosenzweig Covington & Burling LLP cc: David L. Shrier, Adit EdTech Acquisition Corp. Michael Riella, Covington & Burling LLP Jack Bodner, Covington & Burling LLP Kerry S. Burke, Covington & Burling LLP Patrick B. Costello, Troutman Pepper Hamilton Sanders LLP Steven Khadavi, Troutman Pepper Hamilton Sanders LLP Joseph Walsh, Troutman Pepper Hamilton Sanders LLP