Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 15, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity File Number | 001-39872 | |
Entity Registrant Name | GRIID INFRASTRUCTURE INC. | |
Entity Central Index Key | 0001830029 | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Filer Category | Non-accelerated Filer | |
Entity Tax Identification Number | 85-3477678 | |
Entity Address, Address Line One | 2577 Duck Creek Rd. | |
Entity Address, City or Town | Cincinnati | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 45212 | |
Entity Shell Company | true | |
Entity Bankruptcy Proceedings, Reporting Current | true | |
Entity Common Stock, Shares Outstanding | 71,375,909 | |
City Area Code | 513 | |
Local Phone Number | 268-6185 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | GRDI | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share | |
Trading Symbol | GRDI-W | |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash | $ 754 | $ 2,851 |
Other receivables | 2 | 40 |
Cryptocurrencies | 775 | 142 |
Finance lease right-of-use asset, current | 1 | 1 |
Prepaid expenses and other current assets | 1,455 | 301 |
Total current assets | 2,987 | 3,335 |
Restricted cash | 323 | 323 |
Property and equipment, net | 32,058 | 30,844 |
Operating lease right-of-use asset | 2,200 | 2,262 |
Finance lease right-of-use asset | 37 | 43 |
Long-term deposits | 4,604 | 5,400 |
Total assets | 42,209 | 42,207 |
Current liabilities | ||
Accounts payable | 11,431 | 12,902 |
Operating lease liability, current | 219 | 222 |
Finance lease liability, current | 6 | 6 |
Notes payable, net | 3,507 | 2,737 |
Accrued expenses and other current liabilities | 6,514 | 6,287 |
Total current liabilities | 21,677 | 22,154 |
Notes payable, net | 75,183 | 69,011 |
Payable to lessor – construction in progress | 0 | 137 |
Warrant liability | 471 | 3,838 |
Unearned grant revenue | 195 | 195 |
Deferred tax liability | 3,142 | 4,304 |
Operating lease liability | 2,057 | 2,111 |
Finance lease liability | 90 | 94 |
Total liabilities | 102,815 | 101,844 |
Commitments and contingencies (See Note 14) | ||
Shareholders' deficit | ||
Common Stock (0.0001 par value 100,000,000 authorized, 69,875,938 shares issued and outstanding at March 31, 2024 and 65,616,298 at December 31, 2023, respectively) | 7 | 7 |
Additional Paid-In Capital | 53,271 | 47,765 |
Accumulated deficit | (113,884) | (107,409) |
Total shareholders deficit | (60,606) | (59,637) |
Total liabilities and shareholders deficit | $ 42,209 | $ 42,207 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 69,875,938 | 65,616,298 |
Common stock, shares outstanding | 69,875,938 | 65,616,298 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | ||
Other revenue | $ 0 | $ 63 |
Total revenue, net | 5,821 | 4,458 |
Operating expenses | ||
Cost of revenues (excluding depreciation and amortization) | 3,488 | 3,340 |
Depreciation and amortization | 1,094 | 1,571 |
Compensation and related taxes | 2,249 | 1,999 |
Professional and consulting fees | 1,911 | 1,155 |
General and administrative | 1,301 | 654 |
Gain on extinguishment - non-debt related | 0 | (375) |
Impairment of cryptocurrencies | 0 | 48 |
Unrealized gain on fair value of cryptocurrency, net | (109) | 0 |
Realized gain on sale of cryptocurrencies | (62) | (119) |
Total operating expenses | 9,872 | 8,273 |
Gain (loss) on disposal of property and equipment | 0 | 1,198 |
Loss from operations | (4,051) | (2,617) |
Other income (expense) | ||
Change in fair value of warrant liability and warrant derivative | 3,367 | (1,790) |
Interest expense, net | (6,955) | (6,594) |
Total other income (expense) | (3,588) | (8,384) |
Loss before income taxes | (7,639) | (11,001) |
Income tax expense (benefit) | (1,161) | 230 |
Net loss | $ (6,478) | $ (11,231) |
Basic net loss per share | $ (0.1) | $ (0.21) |
Diluted net loss per share | $ (0.1) | $ (0.21) |
Basic weighted average number of shares outstanding | 67,663,377 | 53,828,655 |
Diluted weighted average number of shares outstanding | 67,663,377 | 53,828,655 |
Cryptocurrency mining revenue [Member] | ||
Revenue | ||
Cryptocurrency mining revenue, net of mining pool operator fees | $ 3,220 | $ 1,614 |
Mining services revenue [Member] | ||
Revenue | ||
Cryptocurrency mining revenue, net of mining pool operator fees | $ 2,601 | $ 2,781 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative effect of the adoption of ASC 350-60 | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Deficit Cumulative effect of the adoption of ASC 350-60 |
Beginning Balance at Dec. 31, 2022 | $ (88,312) | $ 2,368 | $ 0 | $ (90,680) | ||
Beginning Balance, shares at Dec. 31, 2022 | 43,376,782 | |||||
Unit-based compensation | 29 | 29 | ||||
Net loss | (11,231) | (11,231) | ||||
Ending Balance at Mar. 31, 2023 | (99,514) | $ 2,368 | 0 | (101,882) | ||
Ending Balance, shares at Mar. 31, 2023 | 43,376,782 | |||||
Beginning Balance at Dec. 31, 2023 | (59,637) | $ 3 | $ 7 | 47,765 | (107,409) | $ 3 |
Beginning Balance, shares at Dec. 31, 2023 | 65,616,298 | |||||
Unit-based compensation | 9 | 9 | 0 | |||
Issuance of equity shares, value | 5,497 | $ 0 | 5,497 | 0 | ||
Issuance of equity shares | 4,259,640 | |||||
Net loss | (6,478) | (6,478) | ||||
Ending Balance at Mar. 31, 2024 | $ (60,606) | $ 7 | $ 53,271 | $ (113,884) | ||
Ending Balance, shares at Mar. 31, 2024 | 69,875,938 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Cash flows from operating activities: | |||
Net loss | $ (6,478) | $ (11,231) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 1,094 | 1,571 | |
Loss (gain) on disposal of property and equipment | 0 | (1,198) | |
Realized gain on sale of cryptocurrencies | (62) | (119) | |
Gain on fair value of bitcoin, net | (109) | ||
Gain on extinguishment of leases | 0 | (375) | |
Change in fair value of warrant liability and embedded derivative liability | (3,367) | 1,790 | |
Impairment of cryptocurrencies | 0 | 48 | |
Non-cash interest expense | 6,955 | 6,594 | |
Unit-based compensation | 9 | 29 | |
Cryptocurrency mined, net | (3,468) | (1,874) | |
Changes in operating assets and liabilities: | |||
Other receivables | 38 | (358) | |
Prepaid expenses and other current assets | (1,154) | (66) | |
Long term deposits | (212) | (459) | |
Operating lease right-of-use asset | 63 | 58 | |
Accounts payable | (1,473) | (387) | |
Accrued expenses and other current liabilities | 227 | 228 | |
Deferred tax liability | (1,162) | 175 | |
Operating lease liability | (57) | (52) | |
Finance lease liability | (3) | (8) | |
Net cash used in operating activities | (9,159) | (5,634) | |
Cash flows from investing activities: | |||
Proceeds from sale of cryptocurrencies | 3,009 | 1,953 | |
Purchases of property and equipment | (364) | (23) | |
Proceeds from disposal of property and equipment | 0 | 1,577 | |
Net cash provided by investing activities | 2,645 | 3,507 | |
Cash flows from financing activities: | |||
Repayment of US dollar notes payable | (150) | 0 | |
Issuance of equity shares | 4,567 | 0 | |
Proceeds from issuance of US dollar notes payable and shareholder loans | 0 | 3,375 | |
Net cash provided by financing activities | 4,417 | 3,375 | |
Net increase in cash | (2,097) | 1,248 | |
Cash, beginning of the period | 3,174 | 969 | $ 969 |
Cash, end of the period | 1,077 | 2,217 | 3,174 |
Reconciliation of cash and restricted cash to the Consolidated Balance Sheet | |||
Cash | 754 | 1,894 | |
Restricted Cash | 323 | 323 | $ 323 |
Total cash and restricted cash | 1,077 | 2,217 | |
Supplemental non-cash disclosures: | |||
Property and equipment purchases with equity shares | 930 | ||
Amounts to be paid per the development and operation agreement | 35 | 35 | |
Right-of-use asset and lease liability associated with operating lease | $ 0 | $ 72 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (6,478) | $ (11,231) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2024 | |
Description of Business [Abstract] | |
Description of Business | 1. Description of Business Griid Infrastructure Inc. (“GRIID” or, the “Company”) is a vertically integrated bitcoin mining company based in Cincinnati, Ohio that owns and operates a growing portfolio of energy infrastructure and high-density data centers across North America. The Company has built a bitcoin mining operation, which operates specialized computers (also known as “miners”) that generate cryptocurrency. Currently, the only cryptocurrency mined by GRIID is bitcoin. The Company was formed in the State of Delaware on May 23, 2018. On December 29, 2023, the Company, formerly known as “Adit EdTech Acquisition Corp.” (“Adit”) consummated the previously announced reverse recapitalization transaction contemplated by that certain Agreement and Plan of Merger, dated as of November 29, 2021 (the “Initial Merger Agreement”), as amended by the first amendment to the Initial Merger Agreement, dated December 23, 2021 (the “First Amendment”), the second amendment to the Initial Merger Agreement, dated October 17, 2022 (the “Second Amendment”), and the third amendment to the Initial Merger Agreement, dated February 8, 2023 (the “Third Amendment,” together with the Initial Merger Agreement as amended by the First Amendment, the Second Amendment and the Third Amendment, the “Merger Agreement”). Pursuant to the Merger Agreement, (i) ADIT Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Adit (“Merger Sub”), merged with and into Griid Holdco LLC (“GRIID Holdco”), with GRIID Holdco as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of the Company (the “merger”) and (ii) the Company’s name was changed from Adit EdTech Acquisition Corp. to GRIID Infrastructure Inc. Upon entering the Transaction, GRIID’s LLC Agreement was amended to the Amended and Restated Limited Liability Company Agreement (the “Amended LLC Agreement”). As part of the Amended LLC Agreement, New GRIID became the sole member of GRIID. The governing documents were amended such that the business of GRIID is managed solely by New GRIID. Additionally, New GRIID adopted the Amended and Restated Bylaws of Griid Infrastructure Inc. (the “Company Bylaws”) which governs New GRIID’s business and affairs. |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Of Liquidity And Financial Condition [Abstract] | |
Liquidity and Financial Condition | 2. Liquidity and Financial Condition The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. Since its inception, the Company has incurred net losses. During the three months ended March 31, 2024 and 2023, respectively, the Company incurred net losses of $ 6,478 and $ 11,231 , respectively. As of March 31, 2024, the Company had an accumulated deficit of $ 113,884 . As of March 31, 2024, the Company had cash and cash equivalents of $ 754 which are available to fund future operations. The ongoing viability of the Company is largely dependent on the future financial and operating performance of the Company. To date, the Company has, in large part, relied on debt financing to fund its operations. Management expects to continue to incur significant expenses for the foreseeable future while the Company makes investments to support its anticipated growth. The Company’s ability to continue is dependent upon bitcoin prices remaining at or above certain levels. Based upon current and historical volatility of bitcoin the Company is unable to be certain that it can profitably mine bitcoin to support its operations. As such, there exists substantial doubt about the Company’s ability to remain a going concern within one year after the date these consolidated financial statements were issued. The Company has received $ 5,708 in draws related to the GEM facility (Note 10) as of May 15, 2024 and plans to draw the additional funds allowed per the agreement. The Compa ny will have additional needs for capital in the next fiscal year. These additional needs might not be available to fund the Company's operations. |
Basis of Presentation, Summary
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2024 | |
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements | 3. Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements Basis of Presentation and Principles of Consolidation The Company’s unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP. The accompanying consolidated financial statements of the Company include the accounts of the Company and its wholly or majority owned and controlled subsidiaries. Consolidated subsidiaries’ results are included from the date the subsidiary was formed or acquired. Intercompany investments, balances and transactions have been eliminated in consolidation. Non–controlling interests represents the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interest. The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Amounts disclosed are in thousands except for share, per share, Bitcoin, and miner amounts, or as noted. Unaudited Interim Financial Information In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of its financial position and its results of operations, change in shareholders’ deficit and cash flows. The accompanying consolidation balance sheet as of March 31, 2024 and 2023 are unaudited. The accompanying consolidated balance sheet as of December 31, 2023 was derived from audited annual financial statements but these unaudited notes do not contain all of the disclosure from the previously audited annual financial statements. The accompanying unaudited consolidated financial statements and related financial information should be read in conjunction with the audited financial statements and related notes thereto as of and for the year ended December 31, 2023. During the three months ended March 31, 2024 and 2023, there were no significant changes to the Company’s significant accounting policies described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2023. Use of Estimates The preparation of unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such judgments, estimates and assumptions include revenue recognition, the useful lives and recoverability of long-lived assets, unit-based compensation expense, impairment analysis of indefinite lived intangibles, and the fair value of the Company’s warrant liability and embedded derivative liability. Actual results experienced by the Company may differ from those estimates. Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principle or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Assets and liabilities are measured at fair value using a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. As of March 31, 2024 and December 31, 2023, the financial assets or liabilities measured at fair value were the Company’s outstanding notes payable and warrant liability balances. The warrant liability associated with warrants issued in conjunction with the Company’s Third Amended and Restated Loan Agreement as well as the Fourth Amended and Restated Loan Agreement (see Note 11) is accounted for at fair value on a recurring basis with changes in fair value recognized in the consolidated statement of operations. Carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, and accounts payable and accrued liabilities, is of approximate fair value due to the short-term nature of these instruments. The fair value of the Company’s debt approximates carrying value as it was recorded at fair value upon the Company’s extinguishment of debt (see Note 11). Revenue Recognition Revenue is recognized when control of the goods and services provided is transferred to the Company’s customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods and services using the following steps: (1) identification of the contract, or contracts with a customer, (2) identification of performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract and (5) recognition of revenue when or as the Company satisfies the performance obligations. The Company earns revenue under payout models determined by the mining pool operator. The payout model relevant to the Company during the three months ended March 31, 2024 and 2023, respectively, is referred to as Full Pay Per Share (“FPPS”) payout model. The Company notes that substantially all revenue recognized during the three months ended March 31, 2024 and 2023 was earned from providing hash computations to mining pool operators under the FPPS payout model. The Company earns 5 % of the generated cryptocurrency revenue that is earned under the Mining Services Agreement (see Note 13). The Company records revenue and expense from the arrangement on a gross basis, as the Company represents the principal in relation to the contract. Per the agreement, a $ 1,000 payment is made by the Customer one month in advance as a prepayment for the reimbursement of direct operating and electricity costs. Reimbursement payments are considered reimbursement revenues. Direct costs incurred and reimbursed are also recorded as cost of goods sold. The Company record its revenue related to the 5 % revenue share of the generated cryptocurrency under the Mining Service Agreement on a gross basis under mining services revenue in the Statement of Operations. The Company earns various revenues under a development and operation agreement with Helix Digital Partners, LLC (“HDP”). The Company generates cryptocurrency with a percentage to be paid to HDP the following month under the agreement. The Company could earn curtailment revenue under its development and operation agreement with HDP during months in which HDP curtails the supply of electricity to mines and sells the electricity to the market. The curtailment revenue represents compensation for forgone mining revenue. A management fee is also recognized in connection with this agreement. The Company records the revenues and expenses related to the is agreement on a gross basis. The management fee is recognized as mining services revenue, and revenue share amounts are recognized as other revenue. Restricted Cash As of March 31, 2024 and December 31, 2023, the Company has $ 323 of restricted cash related to a utility surety letter of credit. Recently Issued Accounting Pronouncements Recently Adopted In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-08, Intangible - Goodwill and Other - Crypto Assets (Subtopic 350-60) (“ASC 350-60”). ASC 350-60 requires entities with certain crypto assets to subsequently measure such assets at fair value, with changes in fair value recorded in net income in each reporting period. Crypto assets that meet all the following criteria are within the scope of the ASC 350-60: (1) (2) (3) (4) (5) (6) meet the definition of intangible assets as defined in the Codification do not provide the asset holder with enforceable rights to or claims on underlying goods, services, or other assets are created or reside on a distributed ledger based on blockchain or similar technology are secured through cryptography are fungible, and are not created or issued by the reporting entity or its related parties. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. Bitcoin, which is the sole crypto asset mined by the Company, meets each of these criteria. For all entities, the ASC 350-60 amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued (or made available for issuance). If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. The Company has elected to adopt the new guidance effective January 1, 2024 resulting in a $ 3 cumulative-effect change to adjust the Company's bitcoin held on January 1, 2024 with the corresponding entry to beginning accumulated deficit. Issued and Not Yet Adopted The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s consolidated financial statements properly reflect the change. ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU focuses on income tax disclosures around effective tax rates and cash income taxes paid. ASU 2023-09 largely follows the proposed ASU issued earlier in 2023 with several important modifications and clarifications. The guidance requires the rate reconciliation to include specific categories and provides further guidance on disaggregation of those categories based on a qualitative threshold equal to 5% or more of the amount determined by multiplying pretax income (loss) from continuing operations by the applicable statutory rate. It is effective for business entities for annual periods beginning after December 15, 2024. ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 is intended to enhance reportable segment disclosures by requiring disclosures of significant segment expenses regularly provided to the chief operating decision maker (“CODM”), requiring disclosure of the title and position of the CODM and explanation of how the reported measures of segment profit and loss are used by the CODM in assessing segment performance and allocation of resources. ASU 2023-07 is effective for the Company for annual periods beginning after December 31, 2023. The Company does not expect the updated guidance to have a material impact on its disclosures. |
Reverse Recapitalization
Reverse Recapitalization | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Reverse Recapitalization | 4. Reverse recapitalization On December 29, 2023, Adit, ADEX Merger Sub LLC, and GRIID Holdco consummated a merger (the “merger”) pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 29, 2021 (the “Initial Merger Agreement”), as amended by the first amendment to the Initial Merger Agreement, dated December 23, 2021 (the “First Amendment”) and the second amendment to the Initial Merger Agreement, dated October 17, 2022 (the “Second Amendment”) and the third amendment to the Initial Merger Agreement, dated February 8, 2023 (the “Third Amendment”, and the Initial Merger Agreement as amended by the First Amendment, the Second Amendment and the Third Amendment, the “Merger Agreement”). The merger was accounted for as a reverse merger and recapitalization and Adit was considered the acquired company for financial statement reporting purposes. GRIID Holdco was deemed the predecessor for financial reporting purposes and the Company was deemed the successor SEC registrant, meaning that GRIID Holdco's financial statements for periods prior to the consummation of the merger are disclosed in the financial statements included within this report and will be disclosed in the Company's future reporting periods. No goodwill or other intangible assets were recorded, in accordance with GAAP. At the closing date, GRIID received gross cash consideration of $ 21,877 as a result of the reverse recapitalization from Adit's trust account, which was then reduced by the redemption of common stock of $ 19,338 as well as deferred underwriting fees and filing fees of $ 2,345 . At the time of the aforementioned merger, the existing GRIID Holdco's Limited Liability Company equity holders exchanged their interests in GRIID for 58,500,000 shares of Adit common stock. After the merger, the holders of the IPO shares owns 216,298 shares and the Adit EdTech Sponsor LLC ("the Sponsor") owned 6,900,000 shares. Upon consummation of the merger, GRIID Holdco’s Limited Liability Company Agreement was amended to the Amended and Restated Limited Liability Company Agreement (the “Amended LLC Agreement”). As part of the Amended LLC Agreement, the Company became the sole member of GRIID Holdco. The governing documents were amended such that the business of GRIID Holdco and its wholly owned subsidiaries is managed solely by the Company. Additionally, the Company adopted the Second Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company which govern the Company’s business and affairs. GRIID Holdco accounted for the net assets acquired from Adit as a recapitalization. In connection with the reverse recapitalization, GRIID incurred approximately $ 21,140 of equity issuance costs, of which $ 6,107 has been paid as of May 15, 2024, consisting of advisory, legal, share registration and other professional fees. $ 2,225 of these fees represent underwriter fees incurred by Adit prior to the reverse recapitalization related to their IPO. These fees were recorded in additional paid-in capital as a reduction of proceeds. |
Cryptocurrencies
Cryptocurrencies | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Cryptocurrencies | 5. Cryptocurrencies The following table presents additional information about cryptocurrencies as follows: Three months ended March 31, 2024 Year-ended December 31, 2023 Beginning balance $ 142 $ 51 Cumulative effect of change in accounting principle $ 3 $ — Cryptocurrencies received from mining 3,220 9,137 Mining services revenue 255 844 Mining pool operating fees ( 7 ) ( 13 ) Proceeds from sale of cryptocurrencies ( 3,009 ) ( 9,943 ) Unrealized gain on fair value of cryptocurrency, net 62 — Realized gain on sale of cryptocurrencies and 109 351 Impairment of cryptocurrencies — ( 285 ) Ending balance $ 775 $ 142 Number of bitcoin held $ 11.13 $ 3.44 Average cost basis - per bitcoin $ 67,759 $ 41,537 Fair value - per bitcoin 69,689 42,288 Cost basis of bitcoin (in '000s) 754 142 Fair value of bitcoin (in '000s) $ 775 $ 145 The cost basis represents the valuation of bitcoin at the time the Company earns the bitcoin through mining activities. The cost basis for 3 bitcoin held as of the adoption of ASC 350-60 was determined on the "cost less impairment " basis. The following table presents information based on the activity of bitcoin for the three months ended March 31, 2024: Balance as of December 31, 2023 $ 142 Cumulative effect of the adoption of ASC 350-60 3 Adjusted beginning balance, at fair value 145 Addition of bitcoin from mining activities 3,468 Bitcoin sold and issued for operations ( 2,947 ) Unrealized gains from fair value adjustments 109 Balance as of March 31, 2024 $ 775 The Company's bitcoin holdings are not subject to rehypothecation and do not serve as collateral for any existing loans or agreements. As of March 31, 2024, the Company held no other crypto currency. The cumulative realized gains from dispositions of bitcoin during the three months ended March 31, 2024 was $ 62 . |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment Property and equipment, net consist of the following: Three months ended March 31, 2024 Year-ended December 31, 2023 Land $ 422 $ 422 Assets not placed into service 1,671 831 Energy infrastructure 3,986 3,986 General infrastructure 12,214 12,214 IT infrastructure 838 824 Miners 17,251 15,802 Vehicle 76 76 Office furniture and equipment 343 343 Miner chip inventory 11,498 11,498 Gross property and equipment $ 48,299 $ 45,996 Less: accumulated depreciation ( 16,241 ) ( 15,152 ) Total property and equipment, net $ 32,058 $ 30,844 Depreciation expenses related to property and equipment was $ 1,094 and $ 1,571 for three months ended March 31, 2024 and 2023, respectively. For the three months ended March 31, 2024, the Company had no sales of certain property and equipment. For the three months ended March 31, 2023, the Company sold certain property and equipment for total proceeds of $ 1,577 resulting in a gain of $ 1,198 . |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | 7. Leases The Company adopted the amendments to ASC 842 Leases, which require lessees to recognize lease assets and liabilities arising from operating leases on the balance sheet. Finance and operating lease assets and lease liabilities are as follows: Lease Classification Classification Three months ended March 31, 2024 Year-ended December 31, 2023 Assets Current Operating Current assets $ — $ — Finance Current assets 1 1 Long-term Operating Long-term assets 2,200 2,262 Finance Long-term assets 37 43 Total right-of-use assets $ 2,238 $ 2,306 Liabilities Current Operating Short-term lease liability $ 219 $ 222 Finance Short-term lease liability 6 6 Noncurrent Operating Long-term lease liability 2,057 2,111 Finance Long-term lease liability 90 94 Total lease liabilities $ 2,372 $ 2,433 The components of lease expense were as follows: Three Months Ended March 31, 2024 March 31, 2023 Operating lease expense $ 109 $ 104 Finance lease expense Amortization on ROU assets 9 35 Interest on lease liabilities 1 11 Short-term lease expense 15 15 Total lease expense $ 134 $ 165 Other information related to leases was as follows: Three Months Ended March 31, 2024 March 31, 2023 Weighted average remaining lease term (in years) Operating leases 7.6 8.5 Finance leases 1.7 2.7 Weighted average discount rate: Operating leases 8.1 % 8.1 % Finance lease 4.6 % 4.6 % Three Months Ended March 31, 2024 March 31, 2023 Cash paid for amounts included in measurement of Operating cash flows from operating leases $ 104 $ 103 Operating cash flows from finance leases $ 2 $ 10 ROU assets obtained in exchange for lease obligations Operating leases $ — $ 72 Finance lease $ — $ — Future minimum lease payments under non-cancellable leases as of March 31, 2024 were as follows: Year Operating Finance 2024 $ 297 $ 6 2025 371 32 2026 367 65 2027 412 — 2028 412 — Thereafter 1,220 — Total future minimum lease payments 3,079 103 Less: imputed interest ( 803 ) ( 8 ) Total 2,276 95 Plus: lease asset, current — 1 Less: lease liability, current ( 219 ) ( 6 ) Total long-term lease liability $ 2,057 $ 90 |
Long-Term Deposits
Long-Term Deposits | 3 Months Ended |
Mar. 31, 2024 | |
Deposits [Abstract] | |
Long-Term Deposits | 8. Long-Term Deposits Three months ended March 31, 2024 Year-ended December 31, 2023 Deposits on property and equipment $ 4,509 $ 5,305 Other long-term deposits 95 95 Total long-term deposits $ 4,604 $ 5,400 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses and Other Current Liabilities | 9. Accrued Expenses and Other Current Liabilities Three months ended March 31, 2024 Year-ended December 31, 2023 Accrued professional fees $ 315 $ 275 Accrued GEM facility commitment fee 4,000 4,000 Accrued contingency fee 187 199 Accrued wages and benefits 1,534 1,298 Other accrued expenses and other current liabilities 478 515 Total accrued expenses and other current liabilities $ 6,514 $ 6,287 |
Debt and Warrants
Debt and Warrants | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt and Warrants | 10. Debt and Warrants The Company entered into several Amended and Restated Credit Agreements with a lender. The Company is required to ensure the Mined Currency on deposit in a Mined Currency Account with the lender is at all times greater than or equal to a value equal to 50 % of all Mined Currency, excluding amounts used for operating expenses of the Company in the ordinary course of business or other purposes consented to in writing. As of March 31, 2024 and December 31, 2023, the Company had 0.0 BTC, respectively, deposited within its Mined Currency Account with the lender and are included in cryptocurrencies on the accompanying consolidated balance sheets. The debt was recorded at fair value. The difference between the fair value and the stated principal amount will be accreted to interest expense over the term of the debt and recorded as debt discount on the consolidated balance sheet, netted against notes payable. The Company entered into a deposit account control agreement with Customers Bank on March 28, 2022 (the “DACA”), which, in the event the Company defaults on its repayment of the 4th A&R Loan Agreement, would allow Blockchain to assume control of the Company’s bank account only with regard to any funds remaining outstanding under the 4th A&R Loan Agreement. There has been no indications of default on the 4th A&R Loan Agreement. The Company entered into an account control agreement with Coinbase on July 31, 2023 (the “DACA V2”), which, in the event the Company defaults on its repayment of the 4th A&R Loan Agreement, would allow Blockchain to assume control of the Company’s cryptocurrency account only with regard to any funds remaining outstanding under the 4th A&R Loan Agreement. There has been no indications of default on the 4th A&R Loan Agreement. Throughout 2022 and 2023, the Company completed private placements (the “bridge financings”) with certain accredited investors pursuant to which the Company issued promissory notes in the aggregate principal face amount of $ 19,868 (the “promissory notes”) and a recognition of warrant liability of $ 18,135 . The promissory notes have an interest rate of 15.0 % per annum and effective interest rate of 22.5 %. Subject to mandatory or optional repayment of the promissory notes, the outstanding principal amount of the promissory notes, together with all accrued and unpaid interest thereon, is due after one year of commencement (the “maturity date”). Pursuant to that certain share purchase agreement (the "GEM Agreement"), dated September 9, 2022, among GRIID Holdco LLC, Adit, Global Yield LLC SCS ("GYBL") and Gem Yield Bahamas Limited (the "Purchaser"), any proceeds the Company receives under the GEM Agreement must be used to repay $ 4.9 million in 2024 and $ 20.1 million in 2025. The promissory notes contain certain events of default, including, without limitation, non-payment, breaches of certain covenants of the Company, bankruptcy and insolvency of the Company, or if the Company commences dissolution proceedings or otherwise ceases operations of its business. If an event of default occurs, the promissory notes may become due and payable. In connection with the bridge financings, the Company issued to accredited investors warrants to purchase an aggregate of 3.79 % of the issued and outstanding units of the Company on a fully-diluted basis at an exercise price of $ 0.01 per unit. In connection with the closing of the Merger, such warrants were automatically converted into Class B Units of the Company immediately prior to the effective time of the Merger and then were subsequently exchanged for merger consideration (i.e. shares of common stock of New GRIID) equal to an aggregate of 2.51 % of the issued and outstanding shares of common stock of New GRIID, on a fully diluted basis after giving effect to the Merger. Throughout 2023, the Company modified the notes to extend the dates for these bridge loans in the amount of $ 1,205 . These notes were accounted for as a troubled debt restructuring. In December 2023, the Company modified a large portion of the bridge financing agreements to extend the terms out further to mature on June 30, 2025 . These modifications also had additional warrants at various totals issued of 539,165 at an exercise price of $ 0.01 per unit. The Company recorded these modifications as debt extinguishment and recorded a loss on debt extinguishment of $ 25,081 . On September 8, 2022, the Company entered into the Purchase Agreement with GYBL and the Purchaser. Pursuant to the Purchase Agreement, beginning December 29, 2023 (the "Public Listing Date") and ending on the 3-year anniversary of the Public Listing Date, the Company will have the option to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company common shares having an aggregate value of up to $ 200 million (the “Purchased Put”). The purchases and sales of shares of the Company will be made by delivery to the Purchaser of Draw Down Notices. The Company, in its sole discretion, may issue a Draw Down Notice for a specified amount of shares and the Purchaser shall pay a per share amount equal to 92 % of the average Daily Closing Price during the Draw Down Pricing Period. Under the Purchase Agreement, the Company is obligated to pay a commitment fee to the Purchaser equal to 2 % of the $ 200 million limit. The commitment fee is due on each draw and may be paid in cash from the proceeds of the draw down or in tradeable common shares of the Company valued at the Daily Closing Price at the time of such draw down. For avoidance of doubt, the commitment fee shall be payable regardless of whether any draw down notices have been delivered. Further, it was noted that on the Public Listing Date, the Company executed a warrant granting the Purchaser the right to purchase common shares with an expiration date that is the third anniversary of the Public Listing Date (the “Warrants”). The issued warrants are exercisable for 1,733,726 common shares at an exercise price of $ 4.84 per share. The value of the warrants as of March 31, 2024 was $ 471 (see Note 11). The warrants are exercisable for a number of common shares that is equal to 2 % of the total equity interest outstanding immediately after the completion of the public listing. Since the public listing date was not until January 2024 and due to the unknown nature of what the warrants outstanding would have been in 2022, the warrants were not included in the computation of diluted EPS in 2022. On December 29, 2023, the Company and EarlyBird Capital, Inc. (“EarlyBird”) entered into an amendment (the “Amendment”) to the Underwriting Agreement. Among other things, the amendment modified the amount of the deferred underwriting commission payable to EarlyBird to $ 4,687 , which includes reimbursement of EarlyBird’s legal expenses in an amount of $ 150,000 . The note incurs monthly interest at 8 % and the capitalized interest as of December 31, 2023 was $ 3 . The maturity date is December 29, 2024 , and at this time if the note is not paid in full, interest will start to accrue at 15 %. For the three months ended March 31, 2024 and 2023, respectively, the Company recognized total interest expense related to total Notes Payable of $ 6,955 and $ 6,594 , respectively, which included amortization of the debt discount associated with the aforementioned warrants and supplemental warrants of $ 3,353 and $ 906 , respectively. Amortization on the 4th A&R Loan Agreement was $ 1,129 and $ 1,028 for March 31, 2024 and 2023, respectively. Aggregate annual future maturities of the Loans as of March 31, 2024 were as follows: Year Total 2024 $ 9,317 2025 72,671 2026 — Total $ 81,988 Less: Unamortized debt discount ( 13,760 ) Plus: Capitalized interest 10,462 Total U.S. dollar notes payable, net $ 78,690 |
Fair Value Hierarchy
Fair Value Hierarchy | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Hierarchy | 11. Fair Value Hierarchy Recurring fair value measurements As of March 31, 2024, the fair value of the warrant liability measured on a recurring basis was as follows: Level 1 Level 2 Level 3 Total Warrant Liability $ — $ — $ 471 $ 471 The fair value of the warrant liability as of October 9, 2022 (see Note 10) and at the dates of issuance and as of March 31, 2024 were determined via the fair value assessment method and included multiplying the related fixed percent of total equity value by the estimated number of shares upon immediate close of the transaction and multiplied the quoted market price of the Company. The observable input of quoted prices for the Company on the issuance dates and March 31, 2024 were as follows: Date Adit/GRIID Share October 9, 2022 $ 9.91 December 31, 2022 $ 10.11 December 31, 2023 $ 5.38 March 31, 2024 $ 1.32 As of December 31, 2023, the fair value of the warrant liability measured on a recurring basis was as follows: Level 1 Level 2 Level 3 Total Warrant Liability $ — $ — $ 3,838 $ 3,838 A summary of the changes in the Company’s warrant liability measured at fair value using significant unobservable inputs (Level 3) as of March 31, 2024 and December 31, 2023, respectively: Warrant liability as of December 31, 2023 $ 3,838 Change in fair value ( 3,367 ) Warrant liability as of March 31, 2024 $ 471 For the three months ended March 31, 2024 and 2023, the Company recognized a gain of $ 3,367 and a loss of $ 1,790 , respectively, on the change in fair value of the warrant liability and warrant derivative. Non-recurring fair value measurements Cryptocurrencies The Company records its cryptocurrency assets based upon Level 1 inputs, specifically, the exchange-quoted price of the cryptocurrency. The company does not record impairment due to the adoption of ASC 350-60 as of January 1, 2024. The Company’s cryptocurrency holdings had an outstanding carrying balance of approximately $ 775 as of March 31, 2024. The Company recorded a $ 3 k cumulative effect change to adjust the Company's bitcoin held. The last impairment date for the Company’s cryptocurrency holdings was December 31, 2023. As of December 31, 2023, the Company’s cryptocurrency holdings had an outstanding carrying balance of approximately $ 142 , net of impairment losses incurred of $ 285 for the year ended December 31, 2023. |
Unit Conversion to Shares
Unit Conversion to Shares | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders Equity Note [Abstract] | |
Unit Conversion to Shares | 12. Unit Conversion to Shares Upon the merger agreement dated December 29, 2023, all units included in GRIID were converted to shares. |
Share-based Compensation
Share-based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | 13. Share-based Compensation On April 14, 2021, the Board of Managers (the “Board”) adopted the GRIID Infrastructure Equity Plan LLC Profits Interest Plan (the “Plan”). Under the terms of the Plan, Incentive Shares may be granted to employees of the Company as well as officers, consultants, or other service providers of the Company (each, a “Participant”). Upon approval of the Plan, the Company reserved a pool of 9,186,933 shares. The shares give holders the right to participate in the profits and losses of the Company, but do not convey voting rights to the holders. Each share has a profits interest threshold amount set forth in the applicable Agreement Award in accordance with the GRIID Infrastructure Equity Plan LLC, dated as of April 14, 2021. The amount is to be no less than the amount determined to be necessary to cause such share to constitute a “profits interest” within the meaning of Revenue Procedures 93-27 and 2001-43. Each Award Agreement contains a vesting schedule that is determined by the Board. Vesting may be based on the continued service of the Participant and/or on the achievement of performance goals set forth in the Award Agreement. Shares may also be fully vested on the Grant Date. At any time prior to the consummation of a Qualified Public Offering or a Change in Control, each as defined in the Plan, the Company has the right, but not the obligation, to require the Participant to forfeit or sell to the Company all or any portion of their shares in connection with a Termination of Service (the “Company’s Call Right”). In the event of termination for any reason, unvested shares (“Restricted shares”) will be forfeited without consideration. If the Participant’s employment is terminated for cause, all vested shares (“Unrestricted shares”) or Restricted shares will be forfeited without consideration. If the Participant’s employment is terminated by the Company for a reason other than cause or by the Participant for any reason, the Company’s purchase price per Unrestricted share will be its fair market value on the date of termination. Based upon their underlying characteristics and features, the Company has determined that the shares are to be accounted for as equity-classified awards. The shares are granted at the market price of the Company’s units on the date of grant. The Company has varying vesting period and vesting schedules for shares granted. Share activity under the Plan for the years ended March 31, 2024 and December 31, 2023, respectively, was as follows: Number of Unvested, December 31, 2023 564,272 Vested ( 207,752 ) Forfeited ( 1,302 ) Unvested, March 31, 2024 355,218 Expense related to the shares is recognized over the vesting period of each share. The Company has elected to recognize forfeitures as they occur. For the three months ended March 31, 2024 and 2023, respectively, the Company recognized $ 9 and $ 29 of unit-based compensation expense related to the shares, which is included within general and administrative expense on the unaudited consolidated statements of operations. As of March 31, 2024 and 2023, respectively, there remained $ 24 and $ 106 of unrecognized compensation expense related to the shares. That cost is expected to be recognized over the remaining weighted average vesting period of 0.74 years. The total fair value of shares vested (based on grant date fair value) during March 31, 2024 and 2023, respectively was $ 445 and $ 342 . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies | 14 . Commitments and Contingencies Evaluation Agreement The Company entered into an evaluation agreement with Hephaestus Capital Group (“Owner”) on April 17, 2023, for a term of six months. Under this agreement, the Company tests the hashrate of the Owner’s 5,000 miners and provides an evaluation report thereafter. The miners were expected to be operational over the course of the second, third and fourth quarters of 2023 and were tested for a period of approximately six months. The Company concluded that the terms of the agreement were not commercially substantive based on the fact there are no cash payments identified in the contract and the Owner is not required to provide any consideration to the Company. Revenue generated from running the machines under this agreement was $ 1,856 as of December 31, 2023 and is recorded in cryptocurrency mining revenue. During the first quarter of 2024, the Company and the Owner amended the agreement and closed on the purchase of miners. Litigation From time to time, the Company may be a party to various claims in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. Reserve estimates are recorded when and if it is determined that a loss related matter is both probable and reasonably estimable. We are not involved in any legal proceedings that we believe could have a material adverse effect on our financial position or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of our executive officers, threatened against or affecting our Company or our officers or directors in their capacities as such. Indemnifications In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with its partners, suppliers, and vendors. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, the Company has not incurred any material costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in these unaudited consolidated financial statements. |
Unearned Grant Revenue
Unearned Grant Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Government Assistance [Abstract] | |
Unearned Grant Revenue | 15. Unearned Grant Revenue The Company has recorded funding from two grants as unearned grant revenue (a long-term liability) on its consolidated balance sheets. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 16. Earnings Per Share The calculation of the basic and diluted EPS is as follows: March 31, 2024 March 31, 2023 Basic and diluted net loss per share Numerator: Allocation of net loss ( 6,478 ) ( 11,231 ) Denominator: Weighted average shares outstanding 67,663,377 53,828,655 Basic and diluted net loss per share ( 0.10 ) ( 0.21 ) The following table presents potentially dilutive securities that were not included in the computation of diluted net loss per share as their inclusion would be anti-dilutive: March 31, 2024 March 31, 2023 GEM warrants 1,734 1,734 Private warrants 7,270 7,270 Public warrants 13,800 13,800 Total 22,804 22,804 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 17. Related-Party Transactions On April 17, 2021, the Company entered into an engagement letter and an incentive unit award agreement with an entity affiliated with John D’Agostino, Adit’s Chief Financial Officer. The engagement letter was amended on November 14, 2022. Pursuant to such engagement letter, as amended, and incentive unit award agreement, the Company agreed to pay to such entity $ 400 and grant such entity units representing a 0.5 % profit interest in the Company. The cash payment was payable and paid on consummation of the merger. The units vested 1/4th on April 26, 2022, and 1/36th on the 17th day of each month thereafter, subject to such entity’s continued service through such vesting dates; provided, however, that any unvested units shall fully vest upon a qualifying transaction. The Company estimated the liability related to this transaction is $ 12 using Black Scholes option pricing model. On August 31, 2021, the Company, through its wholly-owned subsidiary Data Black River, entered into the HDP Agreement with HDP, an affiliate of Eagle Creek. Neal Simmons, who now serves on the Company’s board of directors, is the current President and Chief Executive Officer of Eagle Creek. GRIID has entered into employment agreements with each of its executive officers. These agreements provide for at-will employment for no specified period, and provide for an initial base salary and bonus target. GRIID has also entered into customary confidentiality, non-competition, and assignment of inventions agreements with each executive officer. It is anticipated that the directors of New GRIID will, in connection with consummating the merger, approve and direct New GRIID to enter into customary indemnification agreements with the persons intended to serve as directors and executive officers of New GRIID following the merger. On September 2, 2022, GRIID Holdco issued a promissory note to Dwaine Alleyne, the Chief Technology Officer of GRIID Holdco, in exchange for a loan of $ 250,000 . In connection with the promissory note issued to Mr. Alleyne, GRIID Holdco also issued a warrant to Mr. Alleyne exercisable for 8,616 Class B Units of GRIID Holdco. Mr. Alleyne exercised the warrant immediately prior to the closing of the merger for 41,010 shares of GRIID common stock representing 0.0625 % of shares of our issued and outstanding common stock at such time. On January 13, 2023, in connection with the extension of the date by which Adit must complete its initial reverse recapitalization, Adit issued an unsecured promissory note to GRIID pursuant to which Adit was permitted to borrow up to $ 900,000 in the aggregate. On July 12, 2023, in connection with the extension of the date by which Adit must complete its initial reverse recapitalization, Adit issued an unsecured amended and restated promissory note to GRIID pursuant to which Adit may borrow up to $ 1,800,000 in the aggregate. The note was interest-bearing, at a rate per annum equal to the Applicable Federal Rate set forth by the Internal Revenue Service pursuant to Section 1274(d) of the Internal Revenue Code, and payable on the earlier of (i) the date on which a definitive decision to liquidate Adit is made by its board of directors, and (ii) the closing of the merger, unless accelerated upon the occurrence of an event of default. Any outstanding principal amount under the note may be prepaid by Adit, at Adit’s election and without penalty. The loan was paid off with the settlement of the merger agreement on December 29, 2023. The Company paid the sponsor or its affiliate a total of $ 10,000 per month for office space, utilities, secretarial support and administrative services. Upon completion of the reverse recapitalization, the Company ceased paying these monthly fees. Our initial stockholders, sponsor and management team or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable reverse recapitalization. Our audit committee will review on a quarterly basis all payments that were made to these persons and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events On April 18, 2024 (the “Effective Date”), The Company entered into Employment Agreements (the “Executive Employment Agreements”) with James D. Kelly III, the Company’s Chief Executive Officer, Allan Wallander, the Company’s Chief Financial Officer, and Michael Hamilton, the Company’s Chief Research Officer, which have terms that commenced as of the Effective Date and will continue until terminated in accordance with the Executive Employment Agreements (or earlier termination of employment). Under the Executive Employment Agreements, Mr. Kelly will receive an annual base salary of $ 500,000 and an annual target bonus opportunity equal to $ 500,000 . Mr. Wallander will receive an annual base salary of $ 300,000 and an annual target bonus opportunity equal to $ 300,000 . Mr. Hamilton will receive an annual base salary of $ 180,000 and an annual target bonus opportunity equal to $ 100,000 . Kelly and Wallander are also entitled to receive a special bonus (a “Special Bonus”), payable immediately, in the amounts of $ 200,000 and $ 300,000 , respectively, for services provided prior to the Effective Date. On April 16, 2024 the Company granted to certain of its employees options to purchase an aggregate of 2,125,000 shares of the Company’s common stock with an exercise price of $ 0.988 per share. Each of the options have an expiration date of ten ( 10 ) years from the grant date. |
Basis of Presentation, Summar_2
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Basis of Presentation | Basis of Presentation and Principles of Consolidation The Company’s unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP. The accompanying consolidated financial statements of the Company include the accounts of the Company and its wholly or majority owned and controlled subsidiaries. Consolidated subsidiaries’ results are included from the date the subsidiary was formed or acquired. Intercompany investments, balances and transactions have been eliminated in consolidation. Non–controlling interests represents the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interest. The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Amounts disclosed are in thousands except for share, per share, Bitcoin, and miner amounts, or as noted. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of its financial position and its results of operations, change in shareholders’ deficit and cash flows. The accompanying consolidation balance sheet as of March 31, 2024 and 2023 are unaudited. The accompanying consolidated balance sheet as of December 31, 2023 was derived from audited annual financial statements but these unaudited notes do not contain all of the disclosure from the previously audited annual financial statements. The accompanying unaudited consolidated financial statements and related financial information should be read in conjunction with the audited financial statements and related notes thereto as of and for the year ended December 31, 2023. During the three months ended March 31, 2024 and 2023, there were no significant changes to the Company’s significant accounting policies described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2023. |
Use of Estimates | Use of Estimates The preparation of unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such judgments, estimates and assumptions include revenue recognition, the useful lives and recoverability of long-lived assets, unit-based compensation expense, impairment analysis of indefinite lived intangibles, and the fair value of the Company’s warrant liability and embedded derivative liability. Actual results experienced by the Company may differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principle or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Assets and liabilities are measured at fair value using a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. As of March 31, 2024 and December 31, 2023, the financial assets or liabilities measured at fair value were the Company’s outstanding notes payable and warrant liability balances. The warrant liability associated with warrants issued in conjunction with the Company’s Third Amended and Restated Loan Agreement as well as the Fourth Amended and Restated Loan Agreement (see Note 11) is accounted for at fair value on a recurring basis with changes in fair value recognized in the consolidated statement of operations. Carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, and accounts payable and accrued liabilities, is of approximate fair value due to the short-term nature of these instruments. The fair value of the Company’s debt approximates carrying value as it was recorded at fair value upon the Company’s extinguishment of debt (see Note 11). |
Revenue Recognition | Revenue Recognition Revenue is recognized when control of the goods and services provided is transferred to the Company’s customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods and services using the following steps: (1) identification of the contract, or contracts with a customer, (2) identification of performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract and (5) recognition of revenue when or as the Company satisfies the performance obligations. The Company earns revenue under payout models determined by the mining pool operator. The payout model relevant to the Company during the three months ended March 31, 2024 and 2023, respectively, is referred to as Full Pay Per Share (“FPPS”) payout model. The Company notes that substantially all revenue recognized during the three months ended March 31, 2024 and 2023 was earned from providing hash computations to mining pool operators under the FPPS payout model. The Company earns 5 % of the generated cryptocurrency revenue that is earned under the Mining Services Agreement (see Note 13). The Company records revenue and expense from the arrangement on a gross basis, as the Company represents the principal in relation to the contract. Per the agreement, a $ 1,000 payment is made by the Customer one month in advance as a prepayment for the reimbursement of direct operating and electricity costs. Reimbursement payments are considered reimbursement revenues. Direct costs incurred and reimbursed are also recorded as cost of goods sold. The Company record its revenue related to the 5 % revenue share of the generated cryptocurrency under the Mining Service Agreement on a gross basis under mining services revenue in the Statement of Operations. The Company earns various revenues under a development and operation agreement with Helix Digital Partners, LLC (“HDP”). The Company generates cryptocurrency with a percentage to be paid to HDP the following month under the agreement. The Company could earn curtailment revenue under its development and operation agreement with HDP during months in which HDP curtails the supply of electricity to mines and sells the electricity to the market. The curtailment revenue represents compensation for forgone mining revenue. A management fee is also recognized in connection with this agreement. The Company records the revenues and expenses related to the is agreement on a gross basis. The management fee is recognized as mining services revenue, and revenue share amounts are recognized as other revenue. |
Restricted Cash | Restricted Cash As of March 31, 2024 and December 31, 2023, the Company has $ 323 of restricted cash related to a utility surety letter of credit. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Recently Adopted In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-08, Intangible - Goodwill and Other - Crypto Assets (Subtopic 350-60) (“ASC 350-60”). ASC 350-60 requires entities with certain crypto assets to subsequently measure such assets at fair value, with changes in fair value recorded in net income in each reporting period. Crypto assets that meet all the following criteria are within the scope of the ASC 350-60: (1) (2) (3) (4) (5) (6) meet the definition of intangible assets as defined in the Codification do not provide the asset holder with enforceable rights to or claims on underlying goods, services, or other assets are created or reside on a distributed ledger based on blockchain or similar technology are secured through cryptography are fungible, and are not created or issued by the reporting entity or its related parties. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. Bitcoin, which is the sole crypto asset mined by the Company, meets each of these criteria. For all entities, the ASC 350-60 amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued (or made available for issuance). If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. The Company has elected to adopt the new guidance effective January 1, 2024 resulting in a $ 3 cumulative-effect change to adjust the Company's bitcoin held on January 1, 2024 with the corresponding entry to beginning accumulated deficit. Issued and Not Yet Adopted The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s consolidated financial statements properly reflect the change. ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU focuses on income tax disclosures around effective tax rates and cash income taxes paid. ASU 2023-09 largely follows the proposed ASU issued earlier in 2023 with several important modifications and clarifications. The guidance requires the rate reconciliation to include specific categories and provides further guidance on disaggregation of those categories based on a qualitative threshold equal to 5% or more of the amount determined by multiplying pretax income (loss) from continuing operations by the applicable statutory rate. It is effective for business entities for annual periods beginning after December 15, 2024. ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 is intended to enhance reportable segment disclosures by requiring disclosures of significant segment expenses regularly provided to the chief operating decision maker (“CODM”), requiring disclosure of the title and position of the CODM and explanation of how the reported measures of segment profit and loss are used by the CODM in assessing segment performance and allocation of resources. ASU 2023-07 is effective for the Company for annual periods beginning after December 31, 2023. The Company does not expect the updated guidance to have a material impact on its disclosures. |
Cryptocurrencies (Tables)
Cryptocurrencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of additional information about cryptocurrencies | The following table presents additional information about cryptocurrencies as follows: Three months ended March 31, 2024 Year-ended December 31, 2023 Beginning balance $ 142 $ 51 Cumulative effect of change in accounting principle $ 3 $ — Cryptocurrencies received from mining 3,220 9,137 Mining services revenue 255 844 Mining pool operating fees ( 7 ) ( 13 ) Proceeds from sale of cryptocurrencies ( 3,009 ) ( 9,943 ) Unrealized gain on fair value of cryptocurrency, net 62 — Realized gain on sale of cryptocurrencies and 109 351 Impairment of cryptocurrencies — ( 285 ) Ending balance $ 775 $ 142 Number of bitcoin held $ 11.13 $ 3.44 Average cost basis - per bitcoin $ 67,759 $ 41,537 Fair value - per bitcoin 69,689 42,288 Cost basis of bitcoin (in '000s) 754 142 Fair value of bitcoin (in '000s) $ 775 $ 145 |
Schedule of Activities of the Bitcoin | The following table presents information based on the activity of bitcoin for the three months ended March 31, 2024: Balance as of December 31, 2023 $ 142 Cumulative effect of the adoption of ASC 350-60 3 Adjusted beginning balance, at fair value 145 Addition of bitcoin from mining activities 3,468 Bitcoin sold and issued for operations ( 2,947 ) Unrealized gains from fair value adjustments 109 Balance as of March 31, 2024 $ 775 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property and equipment, net consist of the following: Three months ended March 31, 2024 Year-ended December 31, 2023 Land $ 422 $ 422 Assets not placed into service 1,671 831 Energy infrastructure 3,986 3,986 General infrastructure 12,214 12,214 IT infrastructure 838 824 Miners 17,251 15,802 Vehicle 76 76 Office furniture and equipment 343 343 Miner chip inventory 11,498 11,498 Gross property and equipment $ 48,299 $ 45,996 Less: accumulated depreciation ( 16,241 ) ( 15,152 ) Total property and equipment, net $ 32,058 $ 30,844 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Finance and Operating Lease Assets and Lease Liabilities | Finance and operating lease assets and lease liabilities are as follows: Lease Classification Classification Three months ended March 31, 2024 Year-ended December 31, 2023 Assets Current Operating Current assets $ — $ — Finance Current assets 1 1 Long-term Operating Long-term assets 2,200 2,262 Finance Long-term assets 37 43 Total right-of-use assets $ 2,238 $ 2,306 Liabilities Current Operating Short-term lease liability $ 219 $ 222 Finance Short-term lease liability 6 6 Noncurrent Operating Long-term lease liability 2,057 2,111 Finance Long-term lease liability 90 94 Total lease liabilities $ 2,372 $ 2,433 |
Schedule of Lease Expense | The components of lease expense were as follows: Three Months Ended March 31, 2024 March 31, 2023 Operating lease expense $ 109 $ 104 Finance lease expense Amortization on ROU assets 9 35 Interest on lease liabilities 1 11 Short-term lease expense 15 15 Total lease expense $ 134 $ 165 |
Schedule of Other Information Related to Leases | Other information related to leases was as follows: Three Months Ended March 31, 2024 March 31, 2023 Weighted average remaining lease term (in years) Operating leases 7.6 8.5 Finance leases 1.7 2.7 Weighted average discount rate: Operating leases 8.1 % 8.1 % Finance lease 4.6 % 4.6 % Three Months Ended March 31, 2024 March 31, 2023 Cash paid for amounts included in measurement of Operating cash flows from operating leases $ 104 $ 103 Operating cash flows from finance leases $ 2 $ 10 ROU assets obtained in exchange for lease obligations Operating leases $ — $ 72 Finance lease $ — $ — |
Schedule of Future Minimum Lease Payments Under Non-Cancellable Leases | Future minimum lease payments under non-cancellable leases as of March 31, 2024 were as follows: Year Operating Finance 2024 $ 297 $ 6 2025 371 32 2026 367 65 2027 412 — 2028 412 — Thereafter 1,220 — Total future minimum lease payments 3,079 103 Less: imputed interest ( 803 ) ( 8 ) Total 2,276 95 Plus: lease asset, current — 1 Less: lease liability, current ( 219 ) ( 6 ) Total long-term lease liability $ 2,057 $ 90 |
Long-Term Deposits (Tables)
Long-Term Deposits (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Deposits [Abstract] | |
Schedule of Long-Term Deposits | Three months ended March 31, 2024 Year-ended December 31, 2023 Deposits on property and equipment $ 4,509 $ 5,305 Other long-term deposits 95 95 Total long-term deposits $ 4,604 $ 5,400 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Three months ended March 31, 2024 Year-ended December 31, 2023 Accrued professional fees $ 315 $ 275 Accrued GEM facility commitment fee 4,000 4,000 Accrued contingency fee 187 199 Accrued wages and benefits 1,534 1,298 Other accrued expenses and other current liabilities 478 515 Total accrued expenses and other current liabilities $ 6,514 $ 6,287 |
Debt and Warrants (Tables)
Debt and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Summary Of Aggregate Annual Future Maturities Of The Loans | Aggregate annual future maturities of the Loans as of March 31, 2024 were as follows: Year Total 2024 $ 9,317 2025 72,671 2026 — Total $ 81,988 Less: Unamortized debt discount ( 13,760 ) Plus: Capitalized interest 10,462 Total U.S. dollar notes payable, net $ 78,690 |
Fair Value Hierarchy (Tables)
Fair Value Hierarchy (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | As of March 31, 2024, the fair value of the warrant liability measured on a recurring basis was as follows: Level 1 Level 2 Level 3 Total Warrant Liability $ — $ — $ 471 $ 471 As of December 31, 2023, the fair value of the warrant liability measured on a recurring basis was as follows: Level 1 Level 2 Level 3 Total Warrant Liability $ — $ — $ 3,838 $ 3,838 |
Schedule of Quoted Prices | The observable input of quoted prices for the Company on the issuance dates and March 31, 2024 were as follows: Date Adit/GRIID Share October 9, 2022 $ 9.91 December 31, 2022 $ 10.11 December 31, 2023 $ 5.38 March 31, 2024 $ 1.32 |
Summary of Changes in Fair Value | A summary of the changes in the Company’s warrant liability measured at fair value using significant unobservable inputs (Level 3) as of March 31, 2024 and December 31, 2023, respectively: Warrant liability as of December 31, 2023 $ 3,838 Change in fair value ( 3,367 ) Warrant liability as of March 31, 2024 $ 471 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Share Activity Under the Plan | Share activity under the Plan for the years ended March 31, 2024 and December 31, 2023, respectively, was as follows: Number of Unvested, December 31, 2023 564,272 Vested ( 207,752 ) Forfeited ( 1,302 ) Unvested, March 31, 2024 355,218 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of the Basic and Diluted EPS | The calculation of the basic and diluted EPS is as follows: March 31, 2024 March 31, 2023 Basic and diluted net loss per share Numerator: Allocation of net loss ( 6,478 ) ( 11,231 ) Denominator: Weighted average shares outstanding 67,663,377 53,828,655 Basic and diluted net loss per share ( 0.10 ) ( 0.21 ) |
Schedule of Anti-Dilutive Securities Excluded From the Computation of Diluted Net Loss Per Share | The following table presents potentially dilutive securities that were not included in the computation of diluted net loss per share as their inclusion would be anti-dilutive: March 31, 2024 March 31, 2023 GEM warrants 1,734 1,734 Private warrants 7,270 7,270 Public warrants 13,800 13,800 Total 22,804 22,804 |
Liquidity and Financial Condi_2
Liquidity and Financial Condition - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
May 15, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Disclosure Of Liquidity And Financial Condition [Line Items] | ||||
Net Income (Loss) | $ (6,478) | $ (11,231) | ||
Accumulated deficit | (113,884) | $ (107,409) | ||
Total cash and restricted cash | 1,077 | $ 2,217 | ||
G E M Yield Bahamas Limited [Member] | Subsequent Event [Member] | ||||
Disclosure Of Liquidity And Financial Condition [Line Items] | ||||
Cash received from share purchase agreement | $ 5,708 | |||
Fund Future [Member] | ||||
Disclosure Of Liquidity And Financial Condition [Line Items] | ||||
Total cash and restricted cash | $ 754 |
Basis of Presentation, Summar_3
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Jan. 01, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Restricted cash and cash equivalents | $ 323 | $ 323 | $ 323 | |
Cumulative effect of bitcoin held | $ 3 | |||
Mining Service Agreement [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Monthly customer advance | $ 1,000 | |||
Cryptocurrencies [Member] | Mining Service Agreement [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of eligible revenue that is freely available for the company | 5% |
Reverse Recapitalization - Addi
Reverse Recapitalization - Additional Information (Details) $ in Thousands | Dec. 29, 2023 USD ($) shares |
Business Acquisition [Line Items] | |
Gross cash consideration from recapitalization | $ 21,877 |
Value of shares redeemed and canceled | $ 19,338 |
Conversion of shares to common stock in connection with reverse merger, shares | shares | 58,500,000 |
Deferred underwriting fees and filing fees | $ 2,345 |
Initial Public Offering [Member] | |
Business Acquisition [Line Items] | |
Sale of Stock, Number of Shares Issued in Transaction | shares | 216,298 |
GRIID | |
Business Acquisition [Line Items] | |
Asset Acquisition, Consideration Transferred, Transaction Cost | $ 6,107 |
Adit EdTech Sponsor | |
Business Acquisition [Line Items] | |
Sale of Stock, Number of Shares Issued in Transaction | shares | 6,900,000 |
A D E X Merger Sub L L C [Member] | |
Business Acquisition [Line Items] | |
Total estimated transaction costs | $ 21,140 |
Acquisition Recapitalization Costs | $ 2,225 |
Cryptocurrencies - Summary of a
Cryptocurrencies - Summary of additional information about cryptocurrencies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Indefinite-Lived Intangible Assets [Line Items] | |||
Proceeds from sale of cryptocurrencies | $ (3,009,000) | $ (1,953,000) | |
Unrealized gain on fair value of cryptocurrency, net | 109,000 | 0 | |
Realized gain on sale of cryptocurrencies and consideration paid | 62,000 | 119,000 | |
Impairment of cryptocurrencies | 0 | 48,000 | |
Cryptocurrencies [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Beginning balance | 142,000 | $ 51,000 | $ 51,000 |
Cumulative effect of change in accounting principle | 3,000 | 0 | |
Cryptocurrencies received from mining | 3,220,000 | 9,137,000 | |
Mining services revenue | 255,000 | 844,000 | |
Mining pool operating fees | (7,000) | (13,000) | |
Proceeds from sale of cryptocurrencies | (3,009,000) | (9,943,000) | |
Unrealized gain on fair value of cryptocurrency, net | 62,000 | 0 | |
Realized gain on sale of cryptocurrencies and consideration paid | 109,000 | 351,000 | |
Impairment of cryptocurrencies | 0 | (285,000) | |
Ending balance | 775,000 | 142,000 | |
Number of bitcoin held | 11,130 | 3,440 | |
Average cost basis - per bitcoin | 67,759,000 | 41,537,000 | |
Fair value - per bitcoin | 69,689,000 | 42,288,000 | |
Cost basis of bitcoin | 754,000 | 142,000 | |
Fair value of bitcoin | $ 775,000 | $ 145,000 |
Cryptocurrencies - Additional I
Cryptocurrencies - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) Bitcoins | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Number of bitcoin held during the period | Bitcoins | 3 |
Other crypto currency held during the period | $ 0 |
Gains from dispositions of bitcoin | $ 62 |
Cryptocurrencies - Schedule of
Cryptocurrencies - Schedule of Activities of the Bitcoin (Details) - Bitcoin [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Indefinite-Lived Intangible Assets [Line Items] | |
Beginning balance | $ 142 |
Adjusted beginning balance, at fair value | 145 |
Addition of bitcoin from mining activities | 3,468 |
Bitcoin sold and issued for operations | (2,947) |
Unrealized gains from fair value adjustments | 109 |
Ending balance | 775 |
Cumulative effect of the adoption of ASC 350-60 | |
Indefinite-Lived Intangible Assets [Line Items] | |
Cumulative effect of adoption of ASC 350-60 | $ 3 |
Property and Equipment - Summar
Property and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 48,299 | $ 45,996 |
Less: accumulated depreciation | (16,241) | (15,152) |
Total property and equipment, net | 32,058 | 30,844 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 422 | 422 |
Assets not placed into service [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 1,671 | 831 |
Energy infrastructure [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 3,986 | 3,986 |
General infrastructure [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 12,214 | 12,214 |
IT infrastructure [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 838 | 824 |
Miners [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 17,251 | 15,802 |
Vehicle [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 76 | 76 |
Office furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 343 | 343 |
Miner chip inventory [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 11,498 | $ 11,498 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 1,094 | $ 1,571 |
Proceeds from Sale of Property, Plant, and Equipment | 0 | 1,577 |
Loss (gain) on disposal of property and equipment | $ 0 | $ 1,198 |
Leases - Schedule of Finance an
Leases - Schedule of Finance and Operating Lease Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current | ||
Operating | $ 0 | $ 0 |
Finance | 1 | 1 |
Long-term | ||
Operating | $ 2,200 | $ 2,262 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Operating Lease Right Of Use Asset Non Current | Operating Lease Right Of Use Asset Non Current |
Finance | $ 37 | $ 43 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Finance Lease Right Of Use Asset Non Current | Finance Lease Right Of Use Asset Non Current |
Total right-of-use assets | $ 2,238 | $ 2,306 |
Current | ||
Operating | 219 | 222 |
Finance | 6 | 6 |
Noncurrent | ||
Operating | 2,057 | 2,111 |
Finance | 90 | 94 |
Total lease liabilities | $ 2,372 | $ 2,433 |
Leases - Schedule of Lease Expe
Leases - Schedule of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Lease, Cost [Abstract] | ||
Operating lease expense | $ 109 | $ 104 |
Finance lease expense | ||
Amortization on ROU assets | 9 | 35 |
Interest on lease liabilities | 1 | 11 |
Short-term lease expense | 15 | 15 |
Total lease expense | $ 134 | $ 165 |
Leases - Schedule of Other Info
Leases - Schedule of Other Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Weighted average remaining lease term (in years) | ||
Operating leases | 7 years 7 months 6 days | 8 years 6 months |
Finance leases | 1 year 8 months 12 days | 2 years 8 months 12 days |
Weighted average discount rate: | ||
Operating leases | 8.10% | 8.10% |
Finance lease | 4.60% | 4.60% |
Cash paid for amounts included in measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 104 | $ 103 |
Operating cash flows from finance leases | 2 | 10 |
ROU assets obtained in exchange for lease obligations | ||
Operating leases | 0 | 72 |
Finance lease | $ 0 | $ 0 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Non-Cancellable Leases (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Operating Leases | ||
2024 | $ 297,000 | |
2025 | 371,000 | |
2026 | 367,000 | |
2027 | 412,000 | |
2028 | 412,000 | |
Thereafter | 1,220,000 | |
Total future minimum lease payments | 3,079,000 | |
Less: imputed interest | (803,000) | |
Total | 2,276,000 | |
Operating lease asset, current | 0 | $ 0 |
Operating lease liability, current | (219,000) | (222,000) |
Operating lease liability | 2,057,000 | 2,111,000 |
Finance Leases | ||
2024 | 6,000 | |
2025 | 32,000 | |
2026 | 65,000 | |
2027 | 0 | |
2028 | 0 | |
Thereafter | 0 | |
Total future minimum lease payments | 103,000 | |
Less: imputed interest | (8,000) | |
Total | 95,000 | |
Finance lease right-of-use asset, current | 1,000 | 1,000 |
Finance lease liability, current | (6,000) | (6,000) |
Finance lease liability | $ 90,000 | $ 94,000 |
Long-Term Deposits - Schedule o
Long-Term Deposits - Schedule of Long-Term Deposits (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Deposits [Abstract] | ||
Deposits on property and equipment | $ 4,509 | $ 5,305 |
Other long-term deposits | 95 | 95 |
Total long-term deposits | $ 4,604 | $ 5,400 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued Liabilities, Current [Abstract] | ||
Accrued professional fees | $ 315 | $ 275 |
Accrued GEM facility commitment fee | 4,000 | 4,000 |
Accrued contingency fee | 187 | 199 |
Accrued wages and benefits | 1,534 | 1,298 |
Other accrued expenses and other current liabilities | 478 | 515 |
Total accrued expenses and other current liabilities | $ 6,514 | $ 6,287 |
Debt and Warrants - Additional
Debt and Warrants - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | |||
Loss on extinguishment of debt | $ 25,081,000 | ||
Minimum percentage of mined currency to be maintained in deposits | 50% | ||
Bitcoins owned and deposited | $ 0 | $ 0 | |
Interest expenses | 6,955,000 | $ 6,594,000 | |
Extended maturity term | Jun. 30, 2025 | ||
Bridge Loans [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument face value | 1,205,000 | ||
Warrant [Member] | |||
Debt Instrument [Line Items] | |||
Class of warrants or rights exercise price per unit | $ 0.01 | ||
Additional warrants issued | 539,165 | ||
Exercise price per warrant | $ 0.01 | ||
Promissory Note [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument face value | $ 19,868,000 | ||
Debt instrument stated interest rate percentage | 15% | ||
Debt instrument effective interest rate percentage | 22.50% | ||
Liability with unobservable inputs issued during the period | $ 18,135,000 | ||
If Effective Time Does Not Occur On Or Prior To The Maturity Date [Member] | Promissory Note [Member] | |||
Debt Instrument [Line Items] | |||
Warrants issuable to purchase shares outstanding post merger | 2.51% | ||
If Effective Time Occurs On Or Prior To The Maturity Date [Member] | Promissory Note [Member] | |||
Debt Instrument [Line Items] | |||
Class of warrants or rights exercise price per unit | $ 0.01 | ||
Warrants issuable to purchase shares outstanding post merger | 3.79% | ||
Exercise price per warrant | $ 0.01 | ||
Fourth Amended And Restated Loan Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Interest expenses | $ 6,955,000 | 6,594,000 | |
Debt related fees and issuance costs | 3,353,000 | 906,000 | |
Amortization | $ 1,129,000 | $ 1,028,000 |
Debt and Warrants - Additiona_2
Debt and Warrants - Additional Information 1 (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 29, 2023 | Sep. 08, 2022 | Mar. 31, 2024 | Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||||||
Capitalized interest | $ 10,462,000 | |||||
Underwriting Agreement | Early Bird Capital, Inc | ||||||
Debt Instrument [Line Items] | ||||||
Deferred underwriting payable | $ 4,687,000 | |||||
legal expenses reimbursement | $ 150,000 | |||||
Debt instrument stated interest rate percentage | 8% | |||||
Capitalized interest | $ 3,000 | |||||
Debt instrument, maturity date | Dec. 29, 2024 | |||||
Long term debt bearing variable interest rate percentage | 15% | |||||
G E M Yield Bahamas Limited [Member] | Share Purchase Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Business acquisition, issue value | $ 200,000,000 | |||||
Subscription price as a percentage of issue price | 92% | |||||
Class of warrants or rights number of securities covered by each warrant or right | 1,733,726 | |||||
Exercise price per warrant | $ 4.84 | |||||
Commitment fee percentage | 2% | |||||
Commitment fee | $ 200,000,000 | |||||
Percentage of total equity interests | 2% | |||||
Promissory Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Liability with unobservable inputs issued during the period | $ 18,135,000 | |||||
Debt instrument stated interest rate percentage | 15% | |||||
Promissory Note [Member] | Forecast | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of promissory notes | $ 20,100,000 | $ 4,900,000 | ||||
Warrant [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Exercise price per warrant | $ 0.01 | |||||
Warrant [Member] | G E M Yield Bahamas Limited [Member] | Share Purchase Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Warrant value | $ 471,000 |
Debt and Warrants - Summary Of
Debt and Warrants - Summary Of Aggregate Annual Future Maturities Of The Loans (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 9,317 |
2025 | 72,671 |
2026 | 0 |
Total | 81,988 |
Less: Unamortized debt discount | (13,760) |
Plus: Capitalized interest | 10,462 |
Total U.S. dollar notes payable, net | $ 78,690 |
Fair Value Hierarchy - Schedule
Fair Value Hierarchy - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Warrant [Member] - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Liabilities: | ||
Warrant Liability | $ 471 | $ 3,838 |
Quoted Prices in Active Markets (Level 1) | ||
Liabilities: | ||
Warrant Liability | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Liabilities: | ||
Warrant Liability | 0 | 0 |
Significant Other Unobservable Inputs (Level 3) | ||
Liabilities: | ||
Warrant Liability | $ 471 | $ 3,838 |
Fair Value Hierarchy - Schedu_2
Fair Value Hierarchy - Schedule of Quoted Prices (Details) | Mar. 31, 2024 $ / shares |
October 9, 2022 | |
Disclosure In Tabular Form Of Quoted Prices of Shares Of Acquiree Company [Line Items] | |
Share price | $ 9.91 |
December 31, 2022 | |
Disclosure In Tabular Form Of Quoted Prices of Shares Of Acquiree Company [Line Items] | |
Share price | 10.11 |
December 31, 2023 | |
Disclosure In Tabular Form Of Quoted Prices of Shares Of Acquiree Company [Line Items] | |
Share price | 5.38 |
March 31, 2024 | |
Disclosure In Tabular Form Of Quoted Prices of Shares Of Acquiree Company [Line Items] | |
Share price | $ 1.32 |
Fair Value Hierarchy - Addition
Fair Value Hierarchy - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jan. 01, 2024 | |
Cash And Securities Held In Trust Account [Line Items] | ||||
Cumulative effect of bitcoin held | $ 3 | |||
Impairment of indefinite lived intangible asset | $ 0 | $ 48 | ||
Cryptocurrency | ||||
Cash And Securities Held In Trust Account [Line Items] | ||||
Indefinite lived intangible asset net | 775 | $ 142 | ||
Cumulative effect of bitcoin held | 3 | |||
Impairment of indefinite lived intangible asset | $ 285 | |||
Level 3 | Warrant And Derivative Warrant Liabilities | ||||
Cash And Securities Held In Trust Account [Line Items] | ||||
Gain loss due to changes in fair value of derivative liabilities | $ 3,367 | $ (1,790) |
Fair Value Hierarchy - Summary
Fair Value Hierarchy - Summary of Changes in Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Extinguishment of debt | $ (25,081) | |
Warrant [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair value | $ 3,838 | |
Change in fair value | (3,367) | |
Fair value | $ 471 | $ 3,838 |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Details) - Limited Liability Company Profit Interests Plan [Member] - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Apr. 14, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Common stock capital shares reserved for futire issuance | 9,186,933 | ||
Incentive Units [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share based compensation by share based award unrecognized compensation | $ 24 | $ 106 | |
Share based compensation by share based award unrecognized compensation remaning period for recognition | 8 months 26 days | ||
Share based compensation by share based award equity instruments other than options vested in period total fair value | $ 445 | 342 | |
General and Administrative Expense [Member] | Incentive Units [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Allocated share based compensation | $ 9 | $ 29 |
Share-based Compensation - Summ
Share-based Compensation - Summary of Share Activity Under the Plan (Details) - Incentive Units [Member] - Limited Liability Company Profit Interests Plan [Member] | 3 Months Ended |
Mar. 31, 2024 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Beginning Balance | 564,272 |
Vested | (207,752) |
Forfeited | (1,302) |
Ending Balance | 355,218 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 12 Months Ended | |
Apr. 17, 2023 Miners | Dec. 31, 2023 USD ($) | |
Commitments And Contingencies [Line Items] | ||
Number of Owner's Miners | Miners | 5,000 | |
Evaluation Agreement [Member] | ||
Commitments And Contingencies [Line Items] | ||
Revenue from contract with customers excluding assessed tax | $ | $ 1,856 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Deferred | ||
Total tax benefit | $ (1,161) | $ 230 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Calculation of the Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator | ||
Net loss | $ (6,478) | $ (11,231) |
Denominator | ||
Basic weighted average number of shares outstanding | 67,663,377 | 53,828,655 |
Diluted weighted average number of shares outstanding | 67,663,377 | 53,828,655 |
Basic net loss per share | $ (0.1) | $ (0.21) |
Diluted net loss per share | $ (0.1) | $ (0.21) |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Anti-Dilutive Securities Excluded From the Computation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 22,804 | 22,804 |
Gem warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 1,734 | 1,734 |
Private warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 7,270 | 7,270 |
Public Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 13,800 | 13,800 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | ||||
Apr. 17, 2021 | Mar. 31, 2024 | Jul. 12, 2023 | Jan. 13, 2023 | Sep. 02, 2022 | |
Related Party Transaction Line Items | |||||
Units profit interest percentage | 0.50% | ||||
Entity Affiliated To ADIT Chief Financial Officer [Member] | |||||
Related Party Transaction Line Items | |||||
Estimated liabilities related to share based transaction | $ 12,000 | ||||
Dwaine Alleyne | Warrants To Exercise Class B Units | |||||
Related Party Transaction Line Items | |||||
Class of warrants or rights number of securities covered by warrants or rights | 8,616 | ||||
Warrants number of shares converted | 41,010 | ||||
Warrants number of shares converted percentage | 0.0625% | ||||
Promissory Note | Chief Technology Officer | |||||
Related Party Transaction Line Items | |||||
Aggregate principal amount | $ 250,000,000 | ||||
Promissory Note | ADIT | |||||
Related Party Transaction Line Items | |||||
Aggregate principal amount | $ 900,000 | ||||
Amended and Restated Promissory Note | ADIT | |||||
Related Party Transaction Line Items | |||||
Aggregate principal amount | $ 1,800,000 | ||||
Related Party | |||||
Related Party Transaction Line Items | |||||
Payable to related parties | $ 400,000 | ||||
Related Party | Maximum | Adit Ed Tech Sponsor Limited Liability Company | |||||
Related Party Transaction Line Items | |||||
Related party transaction, administrative service fee per month | $ 10,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event - USD ($) | Apr. 18, 2024 | Apr. 16, 2024 |
Subsequent Event [Line Items] | ||
Number of shares granted | 2,125,000 | |
Exercise price per share | $ 0.988 | |
Executive Employment Agreements | Chief Executive Officer | ||
Subsequent Event [Line Items] | ||
Annual base salary | $ 500,000 | |
Annual target bonus | 500,000 | |
Special bonus amount | 200,000 | |
Executive Employment Agreements | Chief Financial Officer | ||
Subsequent Event [Line Items] | ||
Annual base salary | 300,000 | |
Annual target bonus | 300,000 | |
Special bonus amount | 300,000 | |
Executive Employment Agreements | Chief Research Officer | ||
Subsequent Event [Line Items] | ||
Annual base salary | 180,000 | |
Annual target bonus | $ 100,000 | |
Stock Option | ||
Subsequent Event [Line Items] | ||
Expiration date | 10 years |