Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-4/A |
Amendment Flag | true |
Entity Registrant Name | ADIT EDTECH ACQUISITION CORP. |
Entity Central Index Key | 0001830029 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Description | Amendment No. 3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | |||
Cash | $ 30,848 | $ 462,274 | $ 35,614 |
Prepaid expenses | 123,177 | 265,282 | |
Deferred offering costs | 469,160 | ||
Total current assets | 154,025 | 727,556 | 504,774 |
Prepaid expenses, non-current | 0 | 14,384 | |
Cash and securities held in Trust Account | 277,658,548 | 276,115,444 | |
Total Assets | 277,812,573 | 276,857,384 | 504,774 |
Current Liabilities: | |||
Accrued offering costs and expenses | 3,685,554 | 3,153,755 | 330,300 |
Due to related party | 108,986 | 18,986 | |
Promissory note — related party | 150,000 | ||
Income taxes payable | 316,701 | 0 | |
Working capital loan - related party | 250,000 | 150,000 | |
Total current liabilities | 4,361,241 | 3,322,741 | 480,300 |
Warrant liability | 335,745 | 5,044,441 | |
Deferred underwriting discount | 9,660,000 | 9,660,000 | |
Total liabilities | 14,356,986 | 18,027,182 | 480,300 |
Commitments | |||
Common Stock subject to possible redemption | 277,191,397 | 276,000,000 | |
Stockholders' Deficit: | |||
Preferred stock | |||
Common stock | 690 | 690 | 690 |
Additional paid-in capital | 0 | 0 | 24,310 |
Accumulated deficit | (13,736,500) | (17,170,488) | (526) |
Total Stockholders' Deficit | (13,735,810) | (17,169,798) | 24,474 |
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit | $ 277,812,573 | $ 276,857,384 | $ 504,774 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, shares redemption | 27,600,000 | 27,600,000 |
Common stock, shares redemption par value | $ 10.04 | $ 10 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 6,900,000 | 6,900,000 |
Common stock, shares outstanding | 6,900,000 | 6,900,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||
Formation and operating costs | $ 364,061 | $ 450,588 | $ 526 | $ 1,509,714 | $ 675,928 | $ 3,704,239 |
Loss from operations | (364,061) | (450,588) | (526) | (1,509,714) | (675,928) | (3,704,239) |
Other income (expense): | ||||||
Change in fair value of warrants | 37,956 | 0 | 4,708,696 | 0 | 956,035 | |
Trust interest income | 1,296,308 | 27,656 | 1,743,104 | 83,453 | 115,444 | |
Total other income | 1,334,264 | 27,656 | 6,451,800 | 83,453 | 1,071,479 | |
Income (Loss) before provision for income taxes | 970,203 | (422,932) | 4,942,086 | (592,475) | ||
Provision for income taxes | (294,065) | (316,701) | 0 | |||
Net income (loss) | $ 676,138 | $ (422,932) | $ (526) | $ 4,625,385 | $ (592,475) | $ (2,632,760) |
Basic and diluted weighted average shares outstanding, redeemable common stock | 27,600,000 | 27,600,000 | 27,600,000 | 6,900,000 | 26,492,055 | |
Basic net income (loss) per share | $ 0.02 | $ (0.01) | $ 0.13 | $ (0.02) | $ (0.08) | |
Diluted net income (loss) per share | $ 0.02 | $ (0.01) | $ 0.13 | $ (0.02) | $ (0.08) | |
Basic weighted average shares outstanding, common stock | 6,900,000 | 0 | 6,000,000 | 6,900,000 | 0 | 6,853,151 |
Diluted weighted average shares outstanding, common stock | 6,900,000 | 0 | 6,000,000 | 6,900,000 | 0 | 6,853,151 |
Basic net income (loss) per share | $ 0.02 | $ 0 | $ 0 | $ 0.13 | $ 0 | $ (0.08) |
Diluted net income (loss) per share | $ 0.02 | $ 0 | $ 0 | $ 0.13 | $ 0 | $ (0.08) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Total | Public Warrants | Private Placement Warrants | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Public Warrants | Additional Paid-in Capital Private Placement Warrants | Accumulated Deficit |
Balance at Oct. 14, 2020 | $ 0 | |||||||
Balance, shares at Oct. 14, 2020 | 0 | |||||||
Issuance of common stock to Sponsor | $ 25,000 | $ 690 | $ 24,310 | |||||
Issuance of common stock to Sponsor, shares | 6,900,000 | |||||||
Net income (loss) | (526) | $ (526) | ||||||
Balance at Dec. 31, 2020 | 24,474 | $ 690 | 24,310 | (526) | ||||
Balance, shares at Dec. 31, 2020 | 6,900,000 | |||||||
Proceeds allocated to Private Placement Warrants | 7,270,000 | 7,270,000 | ||||||
Subsequent remeasurement under ASC 480-10-S99 | (15,816,086) | (7,294,310) | (8,521,776) | |||||
Net income (loss) | (49,954) | (49,954) | ||||||
Balance at Mar. 31, 2021 | (8,571,566) | $ 690 | 0 | (8,572,256) | ||||
Balance, shares at Mar. 31, 2021 | 6,900,000 | |||||||
Balance at Dec. 31, 2020 | 24,474 | $ 690 | 24,310 | (526) | ||||
Balance, shares at Dec. 31, 2020 | 6,900,000 | |||||||
Net income (loss) | (592,475) | |||||||
Balance at Sep. 30, 2021 | (9,129,037) | $ 690 | 0 | (9,129,727) | ||||
Balance, shares at Sep. 30, 2021 | 6,900,000 | |||||||
Balance at Dec. 31, 2020 | 24,474 | $ 690 | 24,310 | (526) | ||||
Balance, shares at Dec. 31, 2020 | 6,900,000 | |||||||
Proceeds allocated to Public Warrants | $ 16,771,351 | $ 16,771,351 | ||||||
Proceeds allocated to Private Placement Warrants | $ 7,270,000 | $ 7,270,000 | ||||||
Offering costs allocated warrants | (981,103) | (981,103) | ||||||
Modification to Private Placement Warrants to qualify as liability | (6,000,476) | (6,000,476) | ||||||
Accretion of common stock to redemption value | (31,621,284) | (17,084,082) | (14,537,202) | |||||
Net income (loss) | (2,632,760) | (2,632,760) | ||||||
Balance at Dec. 31, 2021 | (17,169,798) | $ 690 | 0 | (17,170,488) | ||||
Balance, shares at Dec. 31, 2021 | 6,900,000 | |||||||
Balance at Mar. 31, 2021 | (8,571,566) | $ 690 | 0 | (8,572,256) | ||||
Balance, shares at Mar. 31, 2021 | 6,900,000 | |||||||
Net income (loss) | (119,589) | (119,589) | ||||||
Balance at Jun. 30, 2021 | (8,691,155) | $ 690 | 0 | (8,691,845) | ||||
Balance, shares at Jun. 30, 2021 | 6,900,000 | |||||||
Offering costs charged to additional paid-in capital | (14,950) | (14,950) | ||||||
Reduce negative additional paid-in capital to zero | 14,950 | (14,950) | ||||||
Net income (loss) | (422,932) | (422,932) | ||||||
Balance at Sep. 30, 2021 | (9,129,037) | $ 690 | 0 | (9,129,727) | ||||
Balance, shares at Sep. 30, 2021 | 6,900,000 | |||||||
Balance at Dec. 31, 2021 | (17,169,798) | $ 690 | 0 | (17,170,488) | ||||
Balance, shares at Dec. 31, 2021 | 6,900,000 | |||||||
Net income (loss) | 1,217,736 | 1,217,736 | ||||||
Balance at Mar. 31, 2022 | (15,952,062) | $ 690 | 0 | (15,952,752) | ||||
Balance, shares at Mar. 31, 2022 | 6,900,000 | |||||||
Balance at Dec. 31, 2021 | (17,169,798) | $ 690 | 0 | (17,170,488) | ||||
Balance, shares at Dec. 31, 2021 | 6,900,000 | |||||||
Remeasurement of carrying value to redemption value | (1,191,397) | |||||||
Net income (loss) | 4,625,385 | |||||||
Balance at Sep. 30, 2022 | (13,735,810) | $ 690 | 0 | (13,736,500) | ||||
Balance, shares at Sep. 30, 2022 | 6,900,000 | |||||||
Balance at Mar. 31, 2022 | (15,952,062) | $ 690 | 0 | (15,952,752) | ||||
Balance, shares at Mar. 31, 2022 | 6,900,000 | |||||||
Remeasurement of carrying value to redemption value | (239,154) | (239,154) | ||||||
Net income (loss) | 2,731,511 | $ 0 | 0 | 2,731,511 | ||||
Balance at Jun. 30, 2022 | (13,459,705) | $ 690 | 0 | (13,460,395) | ||||
Balance, shares at Jun. 30, 2022 | 6,900,000 | |||||||
Remeasurement of carrying value to redemption value | (952,243) | (952,243) | ||||||
Net income (loss) | 676,138 | $ 0 | 0 | 676,138 | ||||
Balance at Sep. 30, 2022 | $ (13,735,810) | $ 690 | $ 0 | $ (13,736,500) | ||||
Balance, shares at Sep. 30, 2022 | 6,900,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ (526) | $ 4,625,385 | $ (592,475) | $ (2,632,760) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Change in fair value of warrants | (4,708,696) | 0 | (956,035) | |
Interest earned on cash and marketable securities held in Trust Account | (1,743,104) | (83,453) | (115,444) | |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 156,489 | (354,087) | (279,666) | |
Income taxes payable | 316,701 | 0 | ||
Accrued offering costs and expense | 500 | 531,799 | 401,055 | 3,311,388 |
Due to related party | 90,000 | 30,214 | 214 | |
Net cash used in operating activities | (26) | (731,426) | (598,746) | (672,304) |
Cash flows from investing activities: | ||||
Investment held in Trust Account | 0 | (276,000,000) | (276,000,000) | |
Cash withdrawn from Trust Account to pay franchise tax and income taxes | 200,000 | 0 | ||
Net cash provided by (used in) investing activities | 200,000 | (276,000,000) | (276,000,000) | |
Cash flows from financing activities: | ||||
Proceeds from Initial Public Offering, net of underwriters' fees | 0 | 270,480,000 | 270,480,000 | |
Payments of offering costs | 0 | (651,036) | (651,036) | |
Proceeds from issuance of promissory note to related party | 175,000 | 100,000 | 0 | 150,000 |
Proceeds from private placement | 0 | 7,270,000 | 7,270,000 | |
Payment of promissory note to related party | (25,000) | (150,000) | ||
Payment of deferred offering costs | (114,360) | (14,849,933) | (14,849,933) | |
Net cash provided by financing activities | 35,640 | 100,000 | 277,098,964 | 277,098,964 |
Net change in cash | 35,614 | (431,426) | 500,218 | 426,660 |
Cash, beginning of the period | 462,274 | 35,614 | 35,614 | |
Cash, end of the period | 35,614 | 30,848 | 535,832 | 462,274 |
Supplemental disclosure of noncash investing and financing activities: | ||||
Deferred underwriting commissions charged to additional paid-in capital | 0 | 9,660,000 | 9,660,000 | |
Initial value of common stock subject to possible redemption | 0 | 276,000,000 | 276,000,000 | |
Modification to Private Placement Warrants to qualify as liability | 6,000,476 | |||
Deferred offering costs included in accrued expenses | 329,800 | |||
Remeasurement of carrying value to redemption value | 1,191,397 | |||
Deferred offering costs paid by Sponsor in exchange for issuance of Common Stock | $ 25,000 | |||
Deferred offering costs paid by Sponsor loan | $ 0 | $ 18,773 | $ 18,773 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Adit EdTech Acquisition Corp. (the “Company”) was incorporated in Delaware on October 15, 2020. The Company is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus its search for a business that would benefit from its founders’ and management team’s experience and ability to identify, acquire and manage a business in the education, training and education technology industries. The Company has one wholly owned subsidiary, ADEX Merger Sub, LLC, a Delaware limited liability company incorporated on November 24, 2021. There has been no activity since inception. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has selected December 31 as its fiscal year end. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from October 15, 2020 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (“IPO”), which is described below, and since the closing of the IPO, the search for a prospective initial Business Combination (see Note 7). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Adit EdTech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). Financing The registration statements for the Company’s IPO were declared effective on January 11, 2021. On January 14, 2021, the Company consummated the IPO of 24,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $240,000,000. Simultaneously with the closing of the IPO, the Company consummated the sale of 6,550,000 6,550,000. The Company granted the underwriters in the IPO a 45-day Transaction costs amounted to $13,836,086 consisting of $4,800,000 of underwriting discount, $8,400,000 of deferred underwriting discounts and commissions, and $636,086 of other offering costs. Trust Account Following the closing of the IPO on January 14, 2021 and the underwriters’ full exercise of their over-allotment option on January 19, 2021, $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO, the sale of Over-allotment Units and the sale of the Private Placement Warrants were placed in a Trust Account, which are held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 Initial Business Combination The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the Business Combination are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares it purchased during or after the IPO in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers, directors and industry advisors have agreed (a) to waive redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination and certain amendments to the Amended and Restated Certificate of Incorporation or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial The Company will have until January 14, 2023 to complete a Business Combination. However, the Company intends to solicit proxies at a special meeting of its stockholders (the “Extension Meeting”), at which the Company plans to seek the approval of its stockholders of a proposal to extend the date by which it must complete an initial business combination up to six times at the election of the Board for an additional one month each time for a maximum of six one-month per-share The holders of the Founder Shares have agreed to waive liquidation rights with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquired Public Shares in, or acquires Public Shares after, the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The IPO underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $100,000 for liquidation expenses, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of September 30, 2022, the Company had approximately $31,000 in its operating bank account and a working capital deficit of approximately $3.7 million, excluding approximately $0.2 million in franchise tax payable and approximately $0.3 million in income taxes payable that can be paid through the interest income earned on Trust Account. Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and a loan under an unsecured promissory note from the Sponsor of $150,000 (see Note 5). Subsequent to the consummation of the IPO and sale of Private Placement Warrants, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the sale of Private Placement Warrants not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or the Company’s officers and directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans (as defined below) (see Note 5). Going Concern Consideration The Company anticipates that the approximately $31,000 in its operating bank account as of September 30, 2022 will not be sufficient to allow the Company to operate for at least the next 12 months, assuming that a Business Combination is not consummated during that time. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the issuance date of the condensed financial statements. Management plans to address this uncertainty through loans from its Sponsor, officers, directors or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Further, management has determined that if the Company is unable to complete a Business Combination within the Combination Period, then the Company will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem all of the Public Shares and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and in accordance with applicable law, dissolve and liquidate. The date for mandatory liquidation and subsequent dissolution as well as the Company’s working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. | Note 1 — Organization and Business Operations Organization and General Adit EdTech Acquisition Corp. (the “Company”) was incorporated in Delaware on October 15, 2020. The Company is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus its search for a business that would benefit from its founders’ and management team’s experience and ability to identify, acquire and manage a business in the education, training and education technology industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has selected December 31 as its fiscal year end. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from October 15, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“IPO”), which is described below, and since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income The Company’s sponsor is Adit EdTech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). Financing The registration statements for the Company’s IPO were declared effective on January 11, 2021. On January 14, 2021, the Company consummated the IPO of 24,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $240,000,000. Simultaneously with the closing of the IPO, the Company consummated the sale of 6,550,000 Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating total gross proceeds of $6,550,000. The Company granted the underwriters in the IPO a 45-day option Transaction costs amounted to $15,831,036 consisting of $5,520,000 of underwriting discount, $9,660,000 of deferred underwriting discount, and $651,036 of other offering costs. Trust Account Following the closing of the IPO on January 14, 2021 and the underwriters’ full exercise of their over-allotment option on January 19, 2021, $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO, the sale of Over-allotment Units and the sale of the Private Placement Warrants were placed in a Trust Account, which are held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of Initial Business Combination The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the Business Combination are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares it purchased during or after the IPO in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of % or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers, directors and industry advisors have agreed (a) to waive redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination and certain amendments to the Amended and Restated Certificate of Incorporation or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business The Company will have until January 14, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period and stockholders do not approve an amendment to the Amended and Restated Certificate of Incorporation to extend this date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, The holders of the Founder Shares have agreed to waive liquidation rights with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $ per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $ for liquidation expenses, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act of , as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of December 31, 2021, the Company had $462,274 in its operating bank account, and a working capital deficit of $2,710,629, excluding the franchise tax payable that can be paid through the interest income earned on Trust Account. Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs, and a loan under an unsecured promissory note from the Sponsor of $150,000 (see Note 5). Subsequent to the consummation of the IPO and sale of Private Placement Warrants, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the sale of Private Placement Warrants not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or the Company’s officers and directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans (as defined below) (see Note 5). Going Concern Consideration The Company anticipates that the $ in its operating bank account as of December , will not be sufficient to allow the Company to operate for at least the next months, assuming that a Business Combination is not consummated during that time. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the issuance date of the financial statements. Management plans to address this uncertainty through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, ADEX Merger Sub, LLC. There has been no intercompany activity since inception. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Cash and Securities Held in Trust Account Cash and securities held in Trust Account consist of United States treasury securities. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized or accreted over the life of the related held-to-maturity Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The fair values of cash and promissory note to related party are estimated to approximate the carrying values as of September 30, 2022 and December 31, 2021 due to the short maturities of such instruments. The fair value of the Private Placement Warrants is based on a Monte Carlo valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2022 and December 31, 2021, the Company has not experienced losses on this account, and management believes that the Company is not exposed to significant risks on such account. Common Stock Subject to Possible Redemption All of the 27,600,000 shares of common stock sold as part of the Units (see Note 3) contain a redemption feature, which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with a Business Combination or certain amendments to the Company’s amended and restated articles of incorporation. In accordance with ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur upon the IPO and will adjust the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of common stock are recorded as charges against additional paid-in Net Income (Loss) Per Share of Common Stock The Company has two categories of shares, which are referred to as redeemable shares of common stock and non-redeemable Three Months Ended Nine Months Ended 2022 2021 2022 2021 Redeemable Non- Redeemable Non- Redeemable Non- Redeemable Non- Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 540,910 $ 135,228 $ (422,932 ) — $ 3,700,308 $ 925,077 $ (592,475 ) — Denominator: Weighted Average Shares Outstanding including common stock subject to redemption 27,600,000 6,900,000 27,600,000 — 27,600,000 6,900,000 6,900,000 — Basic and diluted net income (loss) per share $ 0.02 $ 0.02 $ (0.01 ) — $ 0.13 $ 0.13 $ (0.02 ) — Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-40, 815-40”).” re-assessed At September 30, 2022 and December 31, 2021, the Company has evaluated both the Public Warrants (as defined below) and Private Placement Warrants under ASC 480 and ASC 815-40. re-measurement re-measurement, t t Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, “Income Taxes”, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry-forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 30.31% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and 6.41% and 0.00% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 and 2021, due to changes in fair value in warrant liability, nondeductible acquisition expenses, and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Inflation Reduction Act of 2022 The Inflation Reduction Act of 2022, signed into law on August 16, 2022, introduced a new excise tax on repurchases of stock after December 31, 2022 by domestic corporations whose stock is traded on an established securities market. The new excise tax is imposed on the repurchasing corporation, not the stockholders whose stock is repurchased. The tax is imposed at a rate of 1% of the fair market value of the stock repurchased during the corporation’s taxable year, reduced by the fair market value of stock issued during the taxable year. Because the Company is a Delaware corporation and its common stock is traded on the New York Stock Exchange, post-2022 repurchases of the Company’s stock will be subject to this 1% excise tax. The U.S. Department of the Treasury has been given authority to provide guidance to carry out and prevent the abuse or avoidance of this excise tax, but to date has not issued any such guidance. It is uncertain whether future guidance will exclude redemptions of the Company’s shares after December 31, 2022 from the application of the excise tax, including any redemptions after December 31, 2022 in connection with an initial Business Combination or any redemptions the Company may make if an initial Business Combination is not consummated. There is no guidance regarding whether and how stock issued in connection with an initial Business Combination after December 31, 2022 would reduce the fair market value of stock repurchased after December 31, 2022 that is subject to the excise tax. In addition, no guidance has been issued on the timing and manner of collection of this new excise tax in light of the annual netting of repurchases with issuances. It is also not clear whether and in what circumstances the IRS may collect funds from the Trust Account in the event the Company has insufficient funds to pay this excise tax. Because any redemption that occurs as a result of the Extension Proposal, if approved, will occur before December 31, 2022, the Company will not be subject to the excise tax as a result of any redemptions in connection with the Extension Proposal, if approved. The Company expects that if the new excise tax is imposed with respect to redemptions made after December 31, 2022, the Company will use interest earned on the Trust Account, as permitted by the Company’s charter, to satisfy any excise tax liability. If this were the case, the amount available in the Trust Account for distribution to stockholders in connection with a liquidation would be reduced if the Extension Proposal were approved. The cash on hand to fund operations after a Business Combination may also be reduced. This may adversely affect the Company’s ability to complete a Business Combination. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) Equity (Subtopic 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in Securities.” Held-to-maturity securities maturity. Held-to-maturity treasury A decline in the market value of held-to-maturity securities to year-end, forecasted Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The fair values of cash and cash equivalents and promissory note to related party are estimated to approximate the carrying values as of December 31, 2021 and 2020 due to the short maturities of such instruments. The fair value of the Private Placement Warrants is based on a Monte Carlo valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as Level 3. See Note 6 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2021 and 2020, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Common Stock Subject to Possible Redemption All of the 27,600,000 common shares sold as part of the Units contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur upon the IPO and will adjust the carrying value of redeemable common shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common shares are recorded as charges against additional paid in capital and accumulated deficit. Net Loss Per Share of Common Stock The Company has two categories of shares, which are referred to as redeemable common shares and non-redeemable For the year ended December 31, 2021 Redeemable Non- Redeemable Allocation of net loss including shares of common stock subject to possible redemption $ (2,091,672 ) $ (541,088 ) Weighted average redeemable common stock outstanding 26,492,055 6,853,151 Basic and diluted net loss per share of common stock $ (0.08 ) $ (0.08 ) Net loss per share for the period from October 15, 2020 (inception) through December 31, 2020 was computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 900,000 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 7 potentially dilutive securities that were not included in the computation of diluted loss per share because to do s o would have been antidilutive. As a result, diluted loss per share is the same as basic loss per share for the period presented. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-40, (“ASC 815-40”).” The is re-assessed at At December 31, 2021, the Company had evaluated both the Public Warrants (as defined below) and Private Placement Warrants under ASC 480 and ASC 815-40. re-measurement re-measurement, Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt (Subtopic 470-20) and (Subtopic 815-40) (“ASU 2020-06”) to ASU 2020-06 eliminates ASU 2020-06 amends the if-converted method ASU 2020-06 is ASU 2020-06 would Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Initial Public Offering [Abstract] | ||
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the IPO on January 14, 2021, the Company sold 24,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one-half of one warrant to purchase one share of common stock (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. On January 14, 2021, an aggregate of $10.00 per Unit sold in the IPO was held in the Trust Account and will be held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 On January 19, 2021, the underwriters exercised the over-allotment option in full to purchase 3,600,000 Units. Following the closing of the IPO on January 14, 2021 and the underwriters’ full exercise of the over-allotment option on January 19, 2021, $276,000,000 was held in the Trust Account. As of September 30, 2022 and December 31, 2021, common stock subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled in the following table: Gross proceeds from public issuance $ 276,000,000 Less: Proceeds allocated to public warrants (16,771,351 ) Common stock issuance costs (14,849,933 ) Plus: Remeasurement of carrying value to redemption value 31,621,284 Common stock subject to possible redemption, December 31, 2021 276,000,000 Plus: Remeasurement of carrying value to redemption value 1,191,397 Common stock subject to possible redemption, September 30, 2022 $ 277,191,397 | Note 3 — Initial Public Offering Pursuant to the IPO on January 14, 2021, the Company sold 24,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one half of one warrant to purchase one share of common stock (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. On January 14, 2021, an aggregate of $10.00 per Unit sold in the IPO was held in the Trust Account and will be held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of On January 19, 2021, the underwriters exercised the over-allotment option in full to purchase 3,600,000 Units. Following the closing of the IPO on January 14, 2021 and the underwriters’ full exercise of over-allotment option on January 19, 2021, $276,000,000 was held in the Trust Account. As of December 31, 2021, the common stock subject to possible redemption reflected on the balance sheet was reconciled in the following table: Gross proceeds from public issuance $ 276,000,000 Less: Proceeds allocated to public warrants (16,771,351 ) Common stock issuance costs (14,849,933 ) Plus: Accretion of carrying value to redemption value 31,621,284 Common stock subject to possible redemption $ 276,000,000 |
Private Placement
Private Placement | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Private Placement [Abstract] | ||
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO on January 14, 2021, the Sponsor purchased an aggregate of 6,550,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,550,000, in a private placement (the “Private Placement”). On January 19, 2021, the underwriters exercised the over-allotment option in full to purchase 3,600,000 Units. Simultaneously with the closing of the exercise of the overallotment option, the Company completed the private sale of an aggregate of 720,000 Private Placement Warrants to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $720,000. Each Private Placement Warrant will entitle the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. The proceeds from the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. On December 23, 2021, the Company amended the warrant agreement entered into on January 11, 2021 with Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent, to modify certain provisions to conform with applicable disclosure contained in the Company’s final prospectus filed with the SEC on January 13, 2021. Pursuant to the amended Private Placement Warrant agreement, a Private Placement Warrant will not be redeemable by the Company for so long as it is held by its initial purchaser or a permitted transferee of such purchaser. After giving effect to the amended Private Placement Warrant agreement, the Private Placement Warrants qualify for liability classification. The difference in the aggregate fair value of the Private Placement Warrants immediately before and after the modification was recognized as an equity issuance cost and charged to additional paid-in | Note 4 — Private Placement Simultaneously with the closing of the IPO on January 14, 2021, the Sponsor purchased an aggregate of 6,550,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,550,000, in a private placement (the “Private Placement”). On January 19, 2021, the underwriters exercised the over-allotment option in full to purchase 3,600,000 Units. Simultaneously with the closing of the exercise of the overallotment option, the Company completed the private sale of an aggregate of 720,000 Private Placement Warrants to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $720,000. Each Private Placement Warrant will entitle the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. The proceeds from the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account on January 14, 2021. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. On December 23, 2021, the Company amended the warrant agreement entered with Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent, on January 11, 2021 to modify certain provisions to conform with applicable disclosure contained in the Company’s final prospectus filed with the SEC on January 13, 2021. Pursuant to the amended warrant agreement, a Private Placement Warrant will not be redeemable by the Company for so long as it is held by its initial purchaser or a permitted transferee of such purchaser. Only the Private Placement Warrants may be exercised for cash or on a cashless basis at the holder’s option at any time, and once a Private Placement Warrant is transferred to a holder other than a permitted transferee, it shall be treated as a Public Warrant for all purposes. The change in the ability to cashless exercise at any time at the holder’s option to only being able to exercise on a cashless basis in limited situations results in the Private Placement Warrant to not be considered indexed to the entity’s own stock under Step 2 settlement provision issue under ASC 815-40. The amendment qualified the Private Placement Warrants for liability classification. The difference in its fair value immediately before and after the modification was recognized as an equity issuance cost and charged to additional paid-in |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In October 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 5,750,000 shares of the Company’s common stock (the “Founder Shares”). On October 27, 2020, the Sponsor transferred 10,000 Founder Shares to each of the Company’s independent directors and 7,500 Founder Shares to each of the Company’s industry advisors at their original purchase price (the Sponsor, independent directors and industry advisors being defined herein collectively as the “initial stockholders”). On January 11, 2021, the Company effected a stock dividend of 1,150,000 shares with respect to the common stock, resulting in the initial stockholders holding an aggregate of 6,900,000 Founder Shares (up to 900,000 of which are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised). As such, the initial stockholders collectively own 20% of the Company’s issued and outstanding shares of common stock after the IPO. On January 19, 2021, the underwriter exercised its over-allotment option in full; hence, the 900,000 Founder Shares are no longer subject to forfeiture. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Transactions with Company Officers On April 17, 2021, Griid Holdco LLC, a Delaware limited liability company (“GRIID”), entered into an engagement letter and an incentive unit award agreement (together, the “consulting agreements”) with Deucalion Partners, LLC, an entity affiliated with John D’Agostino, the Company’s Chief Financial Officer. Pursuant to the consulting agreements, GRIID agreed to pay to such entity $400,000 and grant such entity units representing a 0.5% profits interest in GRIID. The cash payment will be due and payable upon the closing of the Merger. The units vested as to one-fourth on Due to Related Parties As of September 30, 2022 and December 31, 2021, one related party paid or is obligated to pay an aggregate of approximately $110,000 and $20,000, respectively, on behalf of the Company to pay for deferred administrative service fees and operating costs. Promissory Note — Related Party On October 23, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The Promissory Note was non-interest On August 6, 2021, the Company issued a new unsecured promissory note to the Sponsor in connection with a Working Capital Loan (as defined below) made by the Sponsor to the Company pursuant to which the Company may borrow up to $300,000 in the aggregate (the “New Promissory Note”). The note is non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the initial stockholders, the Sponsor or an affiliate of the Sponsor or the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2022 and December 31, 2021, a Working Capital Loan was outstanding in the amount of $250,000 and $150,000 respectively, under the New Promissory Note, as detailed under the heading “Promissory Note – Related Party.” Administrative Service Fee The Company entered into an agreement whereby, commencing on January 11, 2021, the Company has agreed to pay the Sponsor or an affiliate of the Sponsor an amount up to a total of $10,000 per month for office space, utilities, secretarial support and administrative services. For the three and nine months ended September 30, 2022, under such agreement, the Company incurred $30,000 and $90,000, respectively, in total, which is included due to related party on the accompanying balance sheet as of September 30, 2022. For the three and nine months ended September 30, 2021, under such agreement, the Company incurred and paid $30,000 and $90,000, respectively. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. | Note 5 — Related Party Transactions Founder Shares In October 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 5,750,000 shares of the Company’s common stock (the “Founder Shares”). On October 27, 2020, the Sponsor transferred 10,000 Founder Shares to each of the Company’s independent directors and 7,500 Founder Shares to each of the Company’s industry advisors at their original purchase price (the Sponsor, independent directors and industry advisors being defined herein collectively as the “initial stockholders”). On January 11, 2021, the Company effected a stock dividend The initial stockholders any 30-trading day Transactions with Company Officers On April 17, 2021, Griid Holdco LLC, a Delaware limited liability company (“GRIID”), entered into an engagement letter and an incentive unit award agreement (together, the “consulting agreements”) with Deucalion Partners, LLC, an entity affiliated with John D’Agostino, the Company’s Chief Financial Officer. Pursuant to the consulting agreements, GRIID agreed to pay to such entity $400,000 and grant such entity units representing a 0.5% profits interest in GRIID. The cash payment will become due and payable on the earlier to occur of: (i) April 26, 2022 and (ii) the date on which GRIID consummates a merger with a special purpose acquisition company, qualified initial public offering, or other change of control transaction (each, a “qualifying transaction”). The units will vest as to one-fourth on Due to Related Parties As of December 31, 2021, one related party paid an aggregate of $18,986 on behalf of the Company to pay for offering and operating costs. Promissory Note — Related Party On October 23, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The Promissory Note was non-interest bearing On August 6, 2021, the Company issued a new unsecured promissory note to the Sponsor in connection with a Working Capital Loan (as defined below) made by the Sponsor to the Company pursuant to which the Company may borrow up to $300,000 in the aggregate (the “New Promissory Note”). The note is non-interest bearing under the note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the initial stockholders, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of Administrative Service Fee The Company entered into an agreement whereby, commencing on January 11, 2021, the Company has agreed to pay the Sponsor or an affiliate of the Sponsor an amount up to a total of $10,000 per month for office space, utilities, secretarial support and administrative services. Under such agreement, the Company paid $120,000 in total for the year ended December 31, 2021. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Note 6 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, 2022 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Warrant liability – Private Placement Warrants $ 335,745 $ — $ — $ 335,745 $ 335,745 $ — $ — $ 335,745 December 31, 2021 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Warrant liability – Private Placement Warrants $ 5,044,441 $ — $ — $ 5,044,441 $ 5,044,441 $ — $ — $ 5,044,441 Cash and securities held in Trust Account As of September 30, 2022, investment in the Company’s Trust Account consisted of approximately $1,000 in U.S. Money Market funds and approximately $277.7 million, in U.S. treasury securities. As of December 31, 2021, investment in the Company’s Trust Account consisted of approximately $1,000 in U.S. Money Market funds and approximately $276.1 million, in U.S. treasury securities. The Company classifies its U.S. treasury securities as held-to-maturity Held-to-maturity The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on September 30, 2022 and December 31, 2021 are as follows: Carrying Value/Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value as of September 30, 2022 U.S. Money Market $ 1,145 $ — $ — $ 1,145 U.S. Treasury Securities 277,657,403 — 11 277,657,392 $ 277,658,548 $ — $ 11 $ 277,658,537 Carrying Value/Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 U.S. Money Market $ 979 $ — $ — $ 979 U.S. Treasury Securities 276,114,465 4,535 — 276,119,000 $ 276,115,444 $ 4,535 $ — $ 276,119,979 Warrant liability — Private Placement Warrants The estimated fair value of the Private Placement Warrants was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at December 23, 2021: Input December 23, 2021 Expected term (years) 5.43 Expected volatility 13.20 % Risk-free interest rate 1.21 % Stock price $ 9.88 Dividend yield 0.00 % Exercise price $ 11.50 The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at September 30, 2022 and December 31, 2021: Input September 30, 2022 December 31, 2021 Expected term (years) 5.26 5.40 Expected volatility 2.8 % 11.70 % Risk-free interest rate 4.05 % 1.20 % Stock price $ 9.89 $ 9.90 Dividend yield 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 The following table sets forth a summary of the changes in the Level 3 fair value classification: Warrant Liability Fair value as of December 31, 2021 $ 5,044,441 Change in fair value (1,747,419 ) Fair value as of March 31, 2022 3,297,022 Change in fair value (2,923,321 ) Fair value as of June 30, 2022 373,701 Change in fair value (37,956 ) $ | Note 6—Fair Value Measurements The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, Quoted Significant Significant Assets: Cash and securities held in Trust Account $ 276,119,979 $ 276,119,979 $ — $ — $ 276,119,979 $ 276,119,979 $ — $ — Liabilities: Warrant liability — Private Placement Warrants $ 5,044,441 $ — $ — $ 5,044,441 $ 5,044,441 $ — $ — $ 5,044,441 Cash and securities held in Trust Account As of December 31, 2021, investment in the Company’s Trust Account consisted of $979 in U.S. Money Market funds and $276,114,465, in U.S. Treasury Securities. The Company classifies its United States Treasury securities as held-to-maturity in Held-to-maturity treasury maturity. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2021 were as follows: Carrying Gross Gross Fair Value as of U.S. Money Market $ 979 $ — $ — $ 979 U.S. Treasury Securities 276,114,465 4,535 — 276,119,000 $ 276,115,444 $ — $ — $ 276,119,979 Warrant liability — Private Placement Warrants The estimated fair value of the Private Placement Warrants was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and The key inputs into the Monte Carlo simulation model for the Warrants were as follows at December 23, 2021: Input December 23, Expected term (years) 5.43 Expected volatility 13.20 % Risk-free interest rate 1.21 % Stock price $ 9.88 Dividend yield 0.00 % Exercise price $ 11.50 The key inputs into the Monte Carlo simulation model for the Warrants were as follows at December 31, 2021: Input December 31, Expected term (years) 5.40 Expected volatility 11.70 % Risk-free interest rate 1.20 % Stock price $ 9.90 Dividend yield 0.00 % Exercise price $ 11.50 The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the year ended December 31, 2021: Warrant Fair value as of December 31, 2020 $ — Initial fair value of warrant liability upon modification 6,000,476 Change in fair value (956,035 ) Fair value as of December 31, 2021 $ 5,044,441 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 7 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed on January 11, 2021, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the IPO, or $5,520,000 in the aggregate. In addition, the underwriters are entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, or $9,660,000. Agreement On November 29, 2021, the Company entered into an agreement and plan of merger (the “Initial Merger Agreement”) by and among the Company, ADEX Merger Sub, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of the Company (“Merger Sub”), and GRIID. On December 23, 2021, the parties to the Initial Merger Agreement amended the Initial Merger Agreement. On October 17, 2022, the Company, Merger Sub and GRIID entered into a second amendment (the “Second Amendment”) to the Initial Merger Agreement (as so amended, the “Merger Agreement”). The Merger Agreement, as amended, provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into GRIID (the “Merger”), the separate limited liability company existence of Merger Sub will cease, and GRIID, as the surviving company of the Merger, will continue its existence under the Limited Liability Company Act of the State of Delaware as a wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, at the closing of the Merger (the “Closing”), the limited liability company membership interests of Merger Sub will be converted into an equivalent limited liability company membership interest in GRIID, and each limited liability company membership unit of GRIID that is issued and outstanding immediately prior to the effective time of the Merger will automatically be converted into and become the right to receive such unit’s proportionate share, as determined in accordance with the Merger Agreement, of 58,500,000 shares of the Company’s common stock. In addition to reducing the merger consideration to 58,500,000 shares of the Company’s common stock, the Second Amendment removes certain negative covenants limiting the Company’s conduct of its business during the period between the signing of the Merger Agreement and the Closing and permits the Company to pursue an alternative Business Combination transaction during the pre-closing The Second Amendment eliminates GRIID’s ability to terminate the Merger Agreement if the Merger has not closed by an agreed outside date, extends that outside date to January 14, 2023 (subject to the Company’s right to extend such outside date for successive 90-day Finally, the Second Amendment provides that upon (i) the termination of the Merger Agreement by the Company if (A) GRIID’s representations and warranties are untrue or GRIID fails to perform any covenant or agreement such that the respective condition to Closing is not satisfied, (B) there is an order by a government entity permanently enjoining the Merger, (C) GRIID’s members do not approve the Merger, (D) GRIID’s board of managers (or similar body) approves any plan of liquidation, winding up or reorganization for GRIID or any of its subsidiaries or (E) Blockchain provides notice to GRIID or any of GRIID’s subsidiaries of the acceleration of outstanding debt under the Credit Agreement, (ii) the termination of the Merger Agreement by GRIID if there is an order by a government entity permanently enjoining the Merger or (iii) any rejection of the Merger Agreement by GRIID or any of its subsidiaries in bankruptcy, insolvency, reorganizational or similar proceeding, GRIID will pay to the Company a non-refundable The Merger Agreement and the transactions contemplated thereby were unanimously approved by the board of directors of the Company and the board of managers of GRIID. The parties to the Merger Agreement have agreed to customary representations and warranties for transactions of this type. Additionally, under the Merger Agreement, the obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of certain customary closing conditions. If the Merger Agreement is validly terminated, none of the parties to the Merger Agreement will have any liability or any further obligation under the Merger Agreement other than customary confidentiality obligations, except in the case of Willful Breach or Fraud (each, as defined in the Merger Agreement). Vendor Agreements On August 17, 2021, the Company entered into a master services agreement (the “Evolve Agreement”) with Evolve Security, LLC (“Evolve”) for cybersecurity due diligence services related to the Merger. Under the Evolve Agreement, the Company paid Evolve $55,000. On August 17, 2021, the Company entered into an engagement letter (the “Edelstein Letter”) with Edelstein & Company, LLP (“Edelstein”) for accounting due diligence services related to the Merger. Under the Edelstein Letter, Edelstein estimated its fees payable by the Company to be $16,000. On August 17, 2021, the Company entered into an engagement letter (the “Lincoln Letter”) with Lincoln International LLC (“Lincoln”) for fairness opinion services related to the Merger. Under the Lincoln Letter, Lincoln will be entitled to receive a contingent fee in the amount of $500,000 plus expenses upon the consummation of the Merger. On August 18, 2021, the Company entered into a consulting agreement (the “Consulting Agreement”) with Arthur D. Little LLC (“ADL”) for technical and commercial due diligence services related to the Merger. Under the Consulting Agreement, ADL will receive a contingent fee in the amount of $250,000 plus expenses upon the consummation of the Merger. On September 13, 2021, the Company entered into an engagement letter (the “M&A Engagement Letter”) with Wells Fargo Securities, LLC (“Wells”), pursuant to which Wells would serve as financial advisor in connection with contemplated acquisitions made by the Company. Under the M&A Engagement Letter, Wells would receive $1,000,000 upon the consummation of a Business Combination, which amount would be offset against any amounts to which Wells is entitled under the Capital Markets Engagement Letter (as defined below), and would be entitled to 30% of any break-up On September 14, 2021, the Company entered into engagement letters relating to a private investment in public equity (“PIPE”) financing (the “PIPE Engagement Letter”) and capital markets advisory services (the “Capital Markets Engagement Letter”), each with Wells. Under the PIPE Engagement Letter, Wells would receive a contingent fee equal to 4% of the gross proceeds of securities sold in the PIPE plus expenses. The Company will be obligated to pay an additional $1,500,000 if the gross proceeds of securities sold in a PIPE is above $100,000,000. Under the Capital Markets Engagement Letter, Wells would receive $3,500,000 upon the consummation of a Business Combination. On May 26, 2022, Wells resigned from its role as capital markets advisor and lead placement agent and waived all rights to any fees and compensation in connection with such roles. Share Purchase Agreement On September 9, 2022, the Company and GRIID entered into a share purchase agreement (the “Share Purchase Agreement”) with GEM Global Yield LLC SCS (the “Purchaser”) and GEM Yield Bahamas Limited (“GYBL”) relating to a share subscription facility. Pursuant to the Share Purchase Agreement, following the consummation of the Merger, subject to certain conditions and limitations set forth in the Share Purchase Agreement, the Company shall have the right, but not the obligation, from time to time at its option, to issue and sell to the Purchaser up to $200.0 million of the Company’s shares of common stock (the “Shares”). Sales of the Shares to the Purchaser under the Share Purchase Agreement and the timing of any sales will be determined by the Company from time to time in its sole discretion and will depend on a variety of factors, including, among other things, market conditions, the trading price of the Shares and determinations by the Company regarding the use of proceeds of such Shares. The net proceeds from any sales under the Share Purchase Agreement will depend on the frequency with, and prices at, which the Shares are sold to the Purchaser. The Company expects to use the proceeds from any sales under the Share Purchase Agreement for working capital and general corporate purposes. Upon the initial satisfaction of the conditions to the Purchaser’s obligation to purchase Shares set forth in the Share Purchase Agreement, the Company will have the right, but not the obligation, from time to time at its sole discretion during the 36-month 30-trading In connection with the execution of the Share Purchase Agreement, GRIID agreed to pay to the Purchaser in installments in connection with placements of Shares under the Share Purchase Agreement a $4.0 million commitment fee (the “Commitment Fee”) payable in Shares or cash, as consideration for the Purchaser’s irrevocable commitment to purchase the Shares upon the terms and subject to the satisfaction of the conditions set forth in the Share Purchase Agreement. Also, GRIID will be obligated to issue to the Purchaser a warrant (the “Warrant”), expiring on the third anniversary of the public listing date of the continuing company of the Merger, to purchase 2% of the total equity interests (on a fully diluted basis) outstanding immediately after the completion of the Merger, at an exercise price per Share equal to the lesser of: (i) the closing bid price of the Company’s Shares as reported by the New York Stock Exchange on September 9, 2022 and (ii) 90% of the closing price of the Shares on the public listing date. Additionally, pursuant to the Share Purchase Agreement, GRIID would be obligated to pay a private transaction fee of 1% of the total consideration paid in a private Business Combination transaction with a counterparty that was introduced to GRIID by the Purchaser or an affiliate of the Purchaser in the event that GRIID consummates such a transaction in lieu of the Merger or any other Business Combination transaction the result of which is GRIID continuing as a publicly listed company. The Share Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations by each party. The representations, warranties and covenants contained in the Share Purchase Agreement were made only for purposes of the Share Purchase Agreement and as of specific dates, were solely for the benefit of the parties to the Share Purchase Agreement and are subject to certain important limitations. GRIID has the right to terminate the Share Purchase Agreement at any time, upon 90 trading days’ prior written notice. In the event GRIID terminates the Share Purchase Agreement at its option prior to any public listing (including as a result of the Merger) and GRIID completes a public listing within the two-year | Note 7 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed on January 11, 2021, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the IPO, or $5,520,000 in the aggregate. In addition, the underwriters are entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, or $9,660,000. Business Combination Agreement On November 29, 2021, the Company entered into an agreement and plan of merger (the “Merger Agreement”) by and among the Company, ADEX Merger Sub, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of the Company (“Merger Sub”), and GRIID. On December 23, 2021 the parties to the Merger Agreement amended the Merger Agreement. The Merger Agreement, as amended, provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into GRIID (the “Merger”), the separate limited liability company existence of Merger Sub will cease and GRIID, as the surviving company of the Merger, will continue its existence under the Limited Liability Company Act of the State of Delaware as a wholly owned subsidiary of the Company. The Merger Agreement and the transactions contemplated thereby were unanimously approved by the board of directors of the Company and the board of managers of GRIID. At the closing of the Merger (the “Closing”), the limited liability company membership interests of Merger Sub will be converted into an equivalent limited liability company membership interest in GRIID and each limited liability company membership unit of GRIID that is issued and outstanding immediately prior to the effective time of the merger will automatically be converted into and become the right to receive such unit’s proportionate share, as determined in accordance with the Merger Agreement, of 308,100,000 shares of the Company’s common stock. The parties to the Merger Agreement have agreed to customary representations and warranties for transactions of this type. Additionally, under the Merger Agreement, the obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of certain customary closing conditions. The Merger Agreement includes a remedy of specific performance for the parties. The Merger Agreement may be terminated under certain customary circumstances at any time prior to the Closing, including, (i) by mutual written consent of GRIID and the Company, or (ii) by the Company or GRIID, if (a) the Closing has not occurred by May 29, 2022 (subject to extension for 60 days or 90 days in certain circumstances), (b) the other party has breached any of its representations, warranties, covenants or agreements in the Merger Agreement and such breach has caused the failure of the closing condition related to the accuracy of such other party’s representations and warranties or such other party’s compliance with its covenants (subject to a cure period), (c) any governmental entity has issued a final, non-appealable order If the Merger Agreement is validly terminated, none of the parties to the Merger Agreement will have any liability or any further obligation under the Merger Agreement other than customary confidentiality obligations, except in the case of Willful Breach or Fraud (each, as defined in the Merger Agreement). Vendor Agreements On August 17, 2021, the Company entered into a master services agreement (the “Evolve Agreement”) with Evolve Security, LLC (“Evolve”) for cybersecurity due diligence services related to the Merger. Under the Evolve Agreement, the Company paid Evolve $55,000. On August 17, 2021, the Company entered into an engagement letter (the “Edelstein Letter”) with Edelstein & Company, LLP (“Edelstein”) for accounting due diligence services related to the Merger. Under the Edelstein Letter, Edelstein estimated its fees payable by the Company to be $16,000. On August 17, 2021, the Company entered into an engagement letter (the “Lincoln Letter”) with Lincoln International LLC (“Lincoln”) for fairness opinion services related to the Merger. Under the Lincoln Letter, Lincoln will be entitled to receive a contingent fee in the amount of $500,000 plus expenses upon the consummation of the Merger. On August 18, 2021, the Company entered into a consulting agreement (the “Consulting Agreement”) with Arthur D. Little LLC (“ADL”) for technical and commercial due diligence services related to the Merger. Under the Consulting Agreement, ADL will receive a contingent fee in the amount of $250,000 plus expenses upon the consummation of the Merger. On September 13, 2021, the Company entered into an engagement letter (the “M&A Engagement Letter”) with Wells Fargo Securities, LLC (“Wells”), pursuant to which Wells would serve as financial advisor in connection with contemplated acquisitions made by the Company. Under the M&A Engagement Letter, Wells would receive $3,500,000 upon the consummation of a business combination, and would be entitled to 30% of any break-up On September 14, 2021, the Company entered into engagement letters relating to a private investment in public equity (“PIPE”) financing (the “PIPE Engagement Letter”) and capital markets advisory services (the “Capital Markets Engagement Letter”), each with Wells. Under the PIPE Engagement Letter, Wells would receive a contingent fee equal to 4 % of the gross proceeds of securities sold in the PIPE plus expenses. The Company will be obligated to pay an additional $1,500,000 if the gross proceeds of securities sold in a PIPE are above $100,000,000. Under the Capital Markets Engagement Letter, Wells would receive $3,500,000 upon the consummation of a Business Combination. As of December 31, 2021, the Company had incurred legal fees related to the Merger of approximately $2,500,000. These fees will only become due and payable upon the consummation of the Merger. |
Stockholder's Equity (Deficit)
Stockholder's Equity (Deficit) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Stockholder's Equity (Deficit) | Note 8 — Stockholders’ Deficit Preferred Stock Common Stock Public Warrants exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of common stock upon exercise of a warrant unless common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. If the Company’s common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to maintain in effect a registration statement, but it will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), for any 20 trading days within a 30 trading day period commencing once the warrants become exercisable and ending commencing once the warrants become exercisable and ending three If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Company has established the last of the redemption criteria discussed above to prevent a redemption call unless there is, at the time of the call, a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the common stock may fall below the $18.00 redemption trigger price as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. If the Company calls the warrants for redemption as described above, management will have the option to require any holder that wishes to exercise its warrant including the holders (other than the original holders) of the Private Placement Warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of common stock issuable upon the exercise of the warrants. If management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of common stock to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. If the Company calls the warrants for redemption and management does not take advantage of this option, the holders of the Private Placement Warrants and their permitted transferees would still be entitled to exercise their Private Placement Warrants for cash or on a cashless basis, using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances, including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 10 trading day period starting on the trading day prior the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 | Note 8 — Stockholders’ Equity (Deficit) Preferred Stock Common Stock Public Warrants The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of common stock upon exercise of a warrant unless common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. If the Company’s common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to maintain in effect a registration statement, but it will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), for any 20 trading days within a 30 trading day period commencing once the warrants become exercisable and ending commencing once the warrants become exercisable and ending three If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the common stock may fall below the $18.00 redemption trigger price as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. If the Company calls the warrants for redemption as described above, management will have the option to require any holder that wishes to exercise its warrant including the holders (other than the original holders) of the Private Placement Warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of common stock issuable upon the exercise of the warrants. If management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of common stock to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. If the Company calls the warrants for redemption and management does not take advantage of this option, the holders of the Private Placement Warrants and their permitted transferees would still be entitled to exercise their Private Placement Warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 10 trading day period starting on the trading day prior the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 9 — Income Tax The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax assets: Organizational costs/Startup expenses $ 152,798 $ 111 Federal net operating loss carryforwards 17,851 — Total deferred tax assets 170,650 111 Valuation allowance (170,650 ) (111 ) Deferred tax assets, net of allowance $ — $ — The income tax provision consists of the following: December 31, December 31, Federal Current $ — $ — Deferred 170,539 111 State Current — — Deferred — — Change in valuation allowance (170,539 ) (111 ) Income tax provision $ — $ — As of December 31, 2021 and 2020, the Company had $85,006 and zero U.S. federal net operating loss carryovers available to offset future taxable income, which do not expire. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021 and 2020, the change in the valuation allowance was $170,539 and $111 , respectively. Reconciliations of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 are as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Chang in fair value of warrants 7.6 % 0.0 % Acquisition related expenses -22.1 % 0.0 % Change in valuation allowance -6.5 % -21.0 % Income tax provision — % — % In certain cases, the Company’s uncertain tax positions are related to tax years that remain subject to examination by the relevant tax authorities. The Company files federal and state income tax returns in jurisdictions with varying statutes of limitations. The 2020 through 2021 tax years generally remain subject to examination by federal and state tax authorities. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events other than noted below that would have required adjustment or disclosure in the condensed consolidated financial statements. Blockchain Settlement and Release Agreement On October 9, 2022, the Company entered into a settlement and release agreement with GRIID and its affiliates and Blockchain and certain of its affiliates (the “Blockchain Settlement and Release Agreement”), pursuant to which Blockchain waived any potential defaults under the Third Amended and Restated Credit Agreement between GRIID and Blockchain, dated November 19, 2021 (the “Prior Credit Agreement”) and the parties agreed to release each other from any claims related to the Prior Credit Agreement. Second Amendment to Agreement and Plan of Merger On October 17, 2022, the Company, Merger Sub and GRIID entered into the Second Amendment to the Initial Merger Agreement, further described above in Note 7 under the heading “Merger Agreement”. | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, ADEX Merger Sub, LLC. There has been no intercompany activity since inception. | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. |
Cash and Securities Held in Trust Account | Cash and Securities Held in Trust Account Cash and securities held in Trust Account consist of United States treasury securities. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized or accreted over the life of the related held-to-maturity | |
Investment Held in Trust Account | Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in Securities.” Held-to-maturity securities maturity. Held-to-maturity treasury A decline in the market value of held-to-maturity securities to year-end, forecasted Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The fair values of cash and promissory note to related party are estimated to approximate the carrying values as of September 30, 2022 and December 31, 2021 due to the short maturities of such instruments. The fair value of the Private Placement Warrants is based on a Monte Carlo valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The fair values of cash and cash equivalents and promissory note to related party are estimated to approximate the carrying values as of December 31, 2021 and 2020 due to the short maturities of such instruments. The fair value of the Private Placement Warrants is based on a Monte Carlo valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as Level 3. See Note 6 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2022 and December 31, 2021, the Company has not experienced losses on this account, and management believes that the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2021 and 2020, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption All of the 27,600,000 shares of common stock sold as part of the Units (see Note 3) contain a redemption feature, which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with a Business Combination or certain amendments to the Company’s amended and restated articles of incorporation. In accordance with ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur upon the IPO and will adjust the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of common stock are recorded as charges against additional paid-in | Common Stock Subject to Possible Redemption All of the 27,600,000 common shares sold as part of the Units contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur upon the IPO and will adjust the carrying value of redeemable common shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common shares are recorded as charges against additional paid in capital and accumulated deficit. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock The Company has two categories of shares, which are referred to as redeemable shares of common stock and non-redeemable Three Months Ended Nine Months Ended 2022 2021 2022 2021 Redeemable Non- Redeemable Non- Redeemable Non- Redeemable Non- Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 540,910 $ 135,228 $ (422,932 ) — $ 3,700,308 $ 925,077 $ (592,475 ) — Denominator: Weighted Average Shares Outstanding including common stock subject to redemption 27,600,000 6,900,000 27,600,000 — 27,600,000 6,900,000 6,900,000 — Basic and diluted net income (loss) per share $ 0.02 $ 0.02 $ (0.01 ) — $ 0.13 $ 0.13 $ (0.02 ) — | Net Loss Per Share of Common Stock The Company has two categories of shares, which are referred to as redeemable common shares and non-redeemable For the year ended December 31, 2021 Redeemable Non- Redeemable Allocation of net loss including shares of common stock subject to possible redemption $ (2,091,672 ) $ (541,088 ) Weighted average redeemable common stock outstanding 26,492,055 6,853,151 Basic and diluted net loss per share of common stock $ (0.08 ) $ (0.08 ) Net loss per share for the period from October 15, 2020 (inception) through December 31, 2020 was computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 900,000 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 7 potentially dilutive securities that were not included in the computation of diluted loss per share because to do s o would have been antidilutive. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
Offering Costs Associated with Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-40, 815-40”).” re-assessed At September 30, 2022 and December 31, 2021, the Company has evaluated both the Public Warrants (as defined below) and Private Placement Warrants under ASC 480 and ASC 815-40. re-measurement re-measurement, t t | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-40, (“ASC 815-40”).” The is re-assessed at At December 31, 2021, the Company had evaluated both the Public Warrants (as defined below) and Private Placement Warrants under ASC 480 and ASC 815-40. re-measurement re-measurement, |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, “Income Taxes”, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry-forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 30.31% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and 6.41% and 0.00% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 and 2021, due to changes in fair value in warrant liability, nondeductible acquisition expenses, and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic |
Inflation Reduction Act of 2022 | Inflation Reduction Act of 2022 The Inflation Reduction Act of 2022, signed into law on August 16, 2022, introduced a new excise tax on repurchases of stock after December 31, 2022 by domestic corporations whose stock is traded on an established securities market. The new excise tax is imposed on the repurchasing corporation, not the stockholders whose stock is repurchased. The tax is imposed at a rate of 1% of the fair market value of the stock repurchased during the corporation’s taxable year, reduced by the fair market value of stock issued during the taxable year. Because the Company is a Delaware corporation and its common stock is traded on the New York Stock Exchange, post-2022 repurchases of the Company’s stock will be subject to this 1% excise tax. The U.S. Department of the Treasury has been given authority to provide guidance to carry out and prevent the abuse or avoidance of this excise tax, but to date has not issued any such guidance. It is uncertain whether future guidance will exclude redemptions of the Company’s shares after December 31, 2022 from the application of the excise tax, including any redemptions after December 31, 2022 in connection with an initial Business Combination or any redemptions the Company may make if an initial Business Combination is not consummated. There is no guidance regarding whether and how stock issued in connection with an initial Business Combination after December 31, 2022 would reduce the fair market value of stock repurchased after December 31, 2022 that is subject to the excise tax. In addition, no guidance has been issued on the timing and manner of collection of this new excise tax in light of the annual netting of repurchases with issuances. It is also not clear whether and in what circumstances the IRS may collect funds from the Trust Account in the event the Company has insufficient funds to pay this excise tax. Because any redemption that occurs as a result of the Extension Proposal, if approved, will occur before December 31, 2022, the Company will not be subject to the excise tax as a result of any redemptions in connection with the Extension Proposal, if approved. The Company expects that if the new excise tax is imposed with respect to redemptions made after December 31, 2022, the Company will use interest earned on the Trust Account, as permitted by the Company’s charter, to satisfy any excise tax liability. If this were the case, the amount available in the Trust Account for distribution to stockholders in connection with a liquidation would be reduced if the Extension Proposal were approved. The cash on hand to fund operations after a Business Combination may also be reduced. This may adversely affect the Company’s ability to complete a Business Combination. | |
Recent Accounting Pronouncements | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) Equity (Subtopic 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt (Subtopic 470-20) and (Subtopic 815-40) (“ASU 2020-06”) to ASU 2020-06 eliminates ASU 2020-06 amends the if-converted method ASU 2020-06 is ASU 2020-06 would Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of Net Loss Per Share of Common Stock | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each category for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Redeemable Non- Redeemable Non- Redeemable Non- Redeemable Non- Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 540,910 $ 135,228 $ (422,932 ) — $ 3,700,308 $ 925,077 $ (592,475 ) — Denominator: Weighted Average Shares Outstanding including common stock subject to redemption 27,600,000 6,900,000 27,600,000 — 27,600,000 6,900,000 6,900,000 — Basic and diluted net income (loss) per share $ 0.02 $ 0.02 $ (0.01 ) — $ 0.13 $ 0.13 $ (0.02 ) — | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each category for the year ended December 31, 2021: For the year ended December 31, 2021 Redeemable Non- Redeemable Allocation of net loss including shares of common stock subject to possible redemption $ (2,091,672 ) $ (541,088 ) Weighted average redeemable common stock outstanding 26,492,055 6,853,151 Basic and diluted net loss per share of common stock $ (0.08 ) $ (0.08 ) |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Initial Public Offering [Abstract] | ||
Schedule of Common Stock Subject to Possible Redemption | As of September 30, 2022 and December 31, 2021, common stock subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled in the following table: Gross proceeds from public issuance $ 276,000,000 Less: Proceeds allocated to public warrants (16,771,351 ) Common stock issuance costs (14,849,933 ) Plus: Remeasurement of carrying value to redemption value 31,621,284 Common stock subject to possible redemption, December 31, 2021 276,000,000 Plus: Remeasurement of carrying value to redemption value 1,191,397 Common stock subject to possible redemption, September 30, 2022 $ 277,191,397 | As of December 31, 2021, the common stock subject to possible redemption reflected on the balance sheet was reconciled in the following table: Gross proceeds from public issuance $ 276,000,000 Less: Proceeds allocated to public warrants (16,771,351 ) Common stock issuance costs (14,849,933 ) Plus: Accretion of carrying value to redemption value 31,621,284 Common stock subject to possible redemption $ 276,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, 2022 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Warrant liability – Private Placement Warrants $ 335,745 $ — $ — $ 335,745 $ 335,745 $ — $ — $ 335,745 December 31, 2021 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Warrant liability – Private Placement Warrants $ 5,044,441 $ — $ — $ 5,044,441 $ 5,044,441 $ — $ — $ 5,044,441 | The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, Quoted Significant Significant Assets: Cash and securities held in Trust Account $ 276,119,979 $ 276,119,979 $ — $ — $ 276,119,979 $ 276,119,979 $ — $ — Liabilities: Warrant liability — Private Placement Warrants $ 5,044,441 $ — $ — $ 5,044,441 $ 5,044,441 $ — $ — $ 5,044,441 |
Schedule of Carrying Value, Excluding Gross Unrealized Holding Loss and Fair Value of Held to Maturity Securities | The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on September 30, 2022 and December 31, 2021 are as follows: Carrying Value/Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value as of September 30, 2022 U.S. Money Market $ 1,145 $ — $ — $ 1,145 U.S. Treasury Securities 277,657,403 — 11 277,657,392 $ 277,658,548 $ — $ 11 $ 277,658,537 Carrying Value/Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 U.S. Money Market $ 979 $ — $ — $ 979 U.S. Treasury Securities 276,114,465 4,535 — 276,119,000 $ 276,115,444 $ 4,535 $ — $ 276,119,979 | The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2021 were as follows: Carrying Gross Gross Fair Value as of U.S. Money Market $ 979 $ — $ — $ 979 U.S. Treasury Securities 276,114,465 4,535 — 276,119,000 $ 276,115,444 $ — $ — $ 276,119,979 |
Schedule of Key Inputs into Monte Carlo Simulation Model for Warrants | The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at December 23, 2021: Input December 23, 2021 Expected term (years) 5.43 Expected volatility 13.20 % Risk-free interest rate 1.21 % Stock price $ 9.88 Dividend yield 0.00 % Exercise price $ 11.50 The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at September 30, 2022 and December 31, 2021: Input September 30, 2022 December 31, 2021 Expected term (years) 5.26 5.40 Expected volatility 2.8 % 11.70 % Risk-free interest rate 4.05 % 1.20 % Stock price $ 9.89 $ 9.90 Dividend yield 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 | The key inputs into the Monte Carlo simulation model for the Warrants were as follows at December 23, 2021: Input December 23, Expected term (years) 5.43 Expected volatility 13.20 % Risk-free interest rate 1.21 % Stock price $ 9.88 Dividend yield 0.00 % Exercise price $ 11.50 The key inputs into the Monte Carlo simulation model for the Warrants were as follows at December 31, 2021: Input December 31, Expected term (years) 5.40 Expected volatility 11.70 % Risk-free interest rate 1.20 % Stock price $ 9.90 Dividend yield 0.00 % Exercise price $ 11.50 |
Summary of Changes in Fair Value | The following table sets forth a summary of the changes in the Level 3 fair value classification: Warrant Liability Fair value as of December 31, 2021 $ 5,044,441 Change in fair value (1,747,419 ) Fair value as of March 31, 2022 3,297,022 Change in fair value (2,923,321 ) Fair value as of June 30, 2022 373,701 Change in fair value (37,956 ) $ | The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the year ended December 31, 2021: Warrant Fair value as of December 31, 2020 $ — Initial fair value of warrant liability upon modification 6,000,476 Change in fair value (956,035 ) Fair value as of December 31, 2021 $ 5,044,441 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Deferred Tax Assets | The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax assets: Organizational costs/Startup expenses $ 152,798 $ 111 Federal net operating loss carryforwards 17,851 — Total deferred tax assets 170,650 111 Valuation allowance (170,650 ) (111 ) Deferred tax assets, net of allowance $ — $ — |
Schedule of Income Tax Provisions | The income tax provision consists of the following: December 31, December 31, Federal Current $ — $ — Deferred 170,539 111 State Current — — Deferred — — Change in valuation allowance (170,539 ) (111 ) Income tax provision $ — $ — |
Schedule of Reconciliations of Federal Income Tax Effective Rate | Reconciliations of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 are as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Chang in fair value of warrants 7.6 % 0.0 % Acquisition related expenses -22.1 % 0.0 % Change in valuation allowance -6.5 % -21.0 % Income tax provision — % — % |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jan. 19, 2021 USD ($) $ / shares shares | Jan. 14, 2021 USD ($) $ / shares shares | Oct. 31, 2020 USD ($) | Oct. 31, 2020 USD ($) | Sep. 30, 2022 USD ($) SUBSIDIARY $ / shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) | |
Organization And Basis Of Operations [Line Items] | ||||||||
Gross proceeds from issuance of initial public offering | $ 276,000,000 | $ 276,000,000 | ||||||
Number of private placement warrants sold | shares | 720,000 | 6,550,000 | ||||||
Sale price per private placement warrant | $ / shares | $ 1 | $ 1 | ||||||
Proceeds from private placement | $ 720,000 | $ 6,550,000 | $ 0 | $ 7,270,000 | $ 7,270,000 | |||
Period of underwriters option to purchase units | 45 days | |||||||
Deferred underwriting discount | $ 720,000 | |||||||
Deferred offering costs | 13,836,086 | $ 469,160 | ||||||
Underwriting discount | 4,800,000 | |||||||
Deferred underwriting discount | 8,400,000 | |||||||
Other offering costs | $ 636,086 | |||||||
Net proceeds placed in Trust Account | $ 276,000,000 | |||||||
Anticipated stock redemption price per share | $ / shares | $ 10 | $ 10 | ||||||
Minimum net intangible assets required for business combination | $ 5,000,001 | $ 5,000,001 | ||||||
Restriction on redeeming shares in case of stockholder approval of business combination | 15% | 15% | ||||||
Business combination incomplete, percentage of stock redemption | 100% | 100% | ||||||
Business combination, completion date of acquisition | Jan. 14, 2023 | Jan. 14, 2023 | ||||||
Business combination incomplete, maximum dissolution expenses to be paid | $ 100,000 | $ 100,000 | ||||||
Price per Public Share reduction to amount held in Trust Account | $ / shares | $ 10 | $ 10 | ||||||
Operating bank account balance | $ 31,000 | $ 462,274 | ||||||
Income tax payable | 300,000 | |||||||
Franchise tax payable | 200,000 | |||||||
Working capital | 3,700,000 | 2,710,629 | ||||||
Adit Ed Tech Sponsor Limited Liability Company [Member] | Promissory Note | ||||||||
Organization And Basis Of Operations [Line Items] | ||||||||
Promissory note - related party | $ 0 | 0 | 150,000 | |||||
Promissory Note | Adit Ed Tech Sponsor Limited Liability Company [Member] | ||||||||
Organization And Basis Of Operations [Line Items] | ||||||||
Promissory note - related party | $ 150,000 | |||||||
ADEX Merger Sub, LLC [Member] | ||||||||
Organization And Basis Of Operations [Line Items] | ||||||||
Date of incorporation | Nov. 24, 2021 | |||||||
Number of subsidiary | SUBSIDIARY | 1 | |||||||
Founder Shares | Adit Ed Tech Sponsor Limited Liability Company [Member] | ||||||||
Organization And Basis Of Operations [Line Items] | ||||||||
Related party offering costs | $ 25,000 | |||||||
Founder Shares | Adit Ed Tech Sponsor Limited Liability Company [Member] | ||||||||
Organization And Basis Of Operations [Line Items] | ||||||||
Related party offering costs | $ 25,000 | |||||||
Maximum | ||||||||
Organization And Basis Of Operations [Line Items] | ||||||||
Underwriters option to purchase additional units | shares | 3,600,000 | |||||||
Guarantor obligation expenses, liquidation proceeds amount | $ 100,000 | $ 100,000 | ||||||
IPO | ||||||||
Organization And Basis Of Operations [Line Items] | ||||||||
Sale of Units, net of underwriting discount and offering expenses, shares | shares | 24,000,000 | |||||||
Shares issued price per share | $ / shares | $ 10 | $ 10 | $ 10 | |||||
Gross proceeds from issuance of initial public offering | $ 240,000,000 | |||||||
Deferred offering costs | $ 15,800,000 | $ 15,831,036 | ||||||
Underwriting discount | 5,500,000 | 5,520,000 | ||||||
Deferred underwriting discount | 9,660,000 | |||||||
Other offering costs | $ 700,000 | $ 651,036 | ||||||
Over-allotment Option | ||||||||
Organization And Basis Of Operations [Line Items] | ||||||||
Sale of Units, net of underwriting discount and offering expenses, shares | shares | 3,600,000 | |||||||
Aggregate gross proceeds from exercise of underwriters over allotment option | $ 36,000,000 | |||||||
Deferred underwriting discount | 720,000 | |||||||
Net proceeds placed in Trust Account | $ 276,000,000 | |||||||
Initial Public Offering, Over Allotment and Private Placement | ||||||||
Organization And Basis Of Operations [Line Items] | ||||||||
Shares issued price per share | $ / shares | $ 10 | |||||||
Deferred offering costs | 15,831,036 | |||||||
Underwriting discount | 5,520,000 | |||||||
Deferred underwriting discount | 9,660,000 | |||||||
Other offering costs | $ 651,036 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Aug. 16, 2021 | Jan. 14, 2021 USD ($) | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 | Dec. 31, 2020 USD ($) shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | |
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Federal deposit insurance coverage | $ 250,000 | $ 250,000 | |||||||
Common stock, shares redemption | shares | 27,600,000 | 0 | 27,600,000 | 27,600,000 | 0 | ||||
Common stock, shares subject to forfeiture | shares | 900,000 | ||||||||
Deferred offering costs | $ 13,836,086 | $ 469,160 | $ 469,160 | ||||||
Underwriting discount | 4,800,000 | ||||||||
Deferred underwriting discount | 8,400,000 | ||||||||
Other offering costs | $ 636,086 | ||||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | ||||||
Antidilutive securities excluded from computation of diluted loss per share | shares | 46,849 | 0 | |||||||
Effective income tax rate | 30.31% | 0% | 6.41% | 0% | |||||
Effective income tax rate from the statutory tax rate | 21% | 21% | 21% | 21% | 21% | 21% | |||
US Federal Excise Tax On Repurchase Of Stock Rate | 1 | ||||||||
IPO | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Deferred offering costs | $ 15,800,000 | $ 15,800,000 | $ 15,831,036 | ||||||
Underwriting discount | 5,500,000 | 5,520,000 | |||||||
Deferred underwriting discount | 9,660,000 | ||||||||
Other offering costs | 700,000 | $ 651,036 | |||||||
Deferred Underwriting Discounts And Commissions | $ 9,700,000 | $ 9,700,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Net Loss Per Share of Common Stock (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Net Income (Loss) Attributable to Parent [Abstract] | ||||||
Allocation of net income (loss) Redeemable | $ 540,910 | $ (422,932) | $ 3,700,308 | $ (592,475) | $ (2,091,672) | |
Allocation of net income (loss) Non-Redeemable | $ 135,228 | $ 0 | $ 925,077 | $ 0 | $ (541,088) | |
Weighted Average Shares Outstanding including common stock subject to redemption Redeemable, Basic | 27,600,000 | 27,600,000 | 27,600,000 | 6,900,000 | 26,492,055 | |
Weighted Average Shares Outstanding including common stock subject to redemption Redeemable, Diluted | 27,600,000 | 27,600,000 | 27,600,000 | 6,900,000 | 26,492,055 | |
Basic net income (loss) per share, Redeemable | $ 0.02 | $ (0.01) | $ 0.13 | $ (0.02) | $ (0.08) | |
Diluted net income (loss) per share, Redeemable | $ 0.02 | $ (0.01) | $ 0.13 | $ (0.02) | $ (0.08) | |
Weighted Average Shares Outstanding including common stock subject to redemption Non-Redeemable, Basic | 6,900,000 | 0 | 6,000,000 | 6,900,000 | 0 | 6,853,151 |
Weighted Average Shares Outstanding including common stock subject to redemption Non-Redeemable, Diluted | 6,900,000 | 0 | 6,000,000 | 6,900,000 | 0 | 6,853,151 |
Basic net income (loss) per share, Non-Redeemable | $ 0.02 | $ 0 | $ 0 | $ 0.13 | $ 0 | $ (0.08) |
Diluted net income (loss) per share, Non-Redeemable | $ 0.02 | $ 0 | $ 0 | $ 0.13 | $ 0 | $ (0.08) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jan. 19, 2021 | Jan. 14, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Initial Public Offering [Line Items] | ||||
Common stock price per share | $ 12 | $ 12 | ||
Net proceeds placed in Trust Account | $ 276,000,000 | |||
Public Warrant | ||||
Initial Public Offering [Line Items] | ||||
Description of conversion feature | Pursuant to the IPO on January 14, 2021, the Company sold 24,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one-half of one warrant to purchase one share of common stock (“Public Warrant”). | Pursuant to the IPO on January 14, 2021, the Company sold 24,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one half of one warrant to purchase one share of common stock (“Public Warrant”). | ||
Sale of Units, net of underwriting discount and offering expenses, shares | 24,000,000 | |||
Shares issued price per share | $ 10 | |||
Common stock price per share | $ 11.5 | |||
IPO | ||||
Initial Public Offering [Line Items] | ||||
Sale of Units, net of underwriting discount and offering expenses, shares | 24,000,000 | |||
Shares issued price per share | $ 10 | $ 10 | $ 10 | |
Common stock price per share | $ 11.5 | |||
Over-allotment Option | ||||
Initial Public Offering [Line Items] | ||||
Sale of Units, net of underwriting discount and offering expenses, shares | 3,600,000 | |||
Net proceeds placed in Trust Account | $ 276,000,000 |
Initial Public Offering - Sched
Initial Public Offering - Schedule of Common Stock Subject to Possible Redemption (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | |
Initial Public Offering [Abstract] | |||
Gross proceeds from public issuance | $ 276,000,000 | $ 276,000,000 | |
Proceeds allocated to public warrants | (16,771,351) | (16,771,351) | |
Payment of deferred offering costs | $ (114,360) | (14,849,933) | (14,849,933) |
Remeasurement of carrying value to redemption value | 1,191,397 | 31,621,284 | |
Accretion of carrying value to redemption value | 31,621,284 | ||
Common Stock subject to possible redemption | $ 277,191,397 | $ 276,000,000 |
Private Placement- Additional I
Private Placement- Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Jan. 19, 2021 | Jan. 14, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Private Placement [Line Items] | |||||
Sale of private placement warrants | 720,000 | 6,550,000 | |||
Cost of per private placement warrant | $ 1 | $ 1 | |||
Proceeds from issuance of private placement | $ 720,000 | $ 6,550,000 | $ 0 | $ 7,270,000 | $ 7,270,000 |
Common stock price per share | $ 12 | $ 12 | |||
Over-allotment Option | |||||
Private Placement [Line Items] | |||||
Underwriters exercise of over-allotment option | 3,600,000 | ||||
IPO | |||||
Private Placement [Line Items] | |||||
Underwriters exercise of over-allotment option | 24,000,000 | ||||
Common stock price per share | $ 11.5 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Aug. 06, 2021 | Jul. 28, 2021 | Apr. 17, 2021 | Jan. 19, 2021 | Jan. 11, 2021 | Oct. 27, 2020 | Oct. 23, 2020 | Oct. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||||
Common stock, shares subject to forfeiture | 900,000 | |||||||||||||
Share Holding Period Upon Closing Of Business Combination | 1 year | 1 year | ||||||||||||
Sale of Stock, Price Per Share | $ 12 | $ 12 | $ 12 | |||||||||||
Number Of Consecutive Trading Days | 30 days | |||||||||||||
Minimum Share Holding Period Upon Closing Of Business Combination | 150 days | 150 days | ||||||||||||
Proceeds From Related Parties | $ 110,000 | $ 20,000 | ||||||||||||
Working capital loans outstanding | $ 150,000 | |||||||||||||
Exercise price per warrant | $ 1 | $ 1 | $ 1 | |||||||||||
Repayments to sponsor | $ 25,000 | $ 150,000 | ||||||||||||
Promissory note — related party | 150,000 | |||||||||||||
Number of trading days | 20 days | |||||||||||||
Related party transaction, description | The cash payment will be due and payable upon the closing of the Merger. | |||||||||||||
Related party transaction, vesting description | The units vested as to one-fourth on April 16, 2022, and have vested and will continue to vest 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 the consummation of a merger with a special purpose acquisition company, qualified initial public offering, or other change of control transaction. | |||||||||||||
Payable to related parties | $ 400,000 | |||||||||||||
Units profit interest percentage | 0.50% | |||||||||||||
Previously Reported [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds From Related Parties | $ 18,986 | |||||||||||||
New Promissory Note [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Working capital loans outstanding | $ 250,000 | $ 250,000 | 150,000 | |||||||||||
Maximum | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Warrants Issuable On Notes Conversion Upon Completion Of Business Combination | 2,000,000 | 2,000,000 | ||||||||||||
Sponsor | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related Party Transaction, Amounts of Transaction | 30,000 | $ 30,000 | $ 90,000 | $ 90,000 | $ 120,000 | |||||||||
Sponsor | Promissory Note [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt Instrument Face Amount | $ 150,000 | |||||||||||||
Debt instrument, payment terms | The Promissory Note was non-interest bearing and payable on the earlier of (i) June 30, 2021, (ii) the consummation of the IPO, (iii) the abandonment of the IPO and (iv) an Event of Default (as defined in the Promissory Note) | The Promissory Note was non-interest bearing and payable on the earlier of (i) June 30, 2021, (ii) the consummation of the IPO, (iii) the abandonment of the IPO and (iv) an Event of Default (as defined in the Promissory Note). | ||||||||||||
Promissory note - related party | 0 | $ 150,000 | $ 0 | $ 0 | ||||||||||
Repayments to sponsor | $ 150,000 | |||||||||||||
Debt instrument, maturity date | Jun. 30, 2021 | |||||||||||||
Sponsor | New Promissory Note [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Exercise price per warrant | $ 1 | |||||||||||||
Debt Instrument Face Amount | $ 300,000 | |||||||||||||
Debt instrument, maturity date | Jan. 14, 2023 | |||||||||||||
Promissory note — related party | $ 250,000 | $ 250,000 | $ 150,000 | |||||||||||
Sponsor | Maximum | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 10,000 | |||||||||||||
Griid Holdco LLC [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 400,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 0.50% | |||||||||||||
Deucalion Partners, LLC [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | The units will vest as to one-fourth on April 16, 2022, and 1/36th on the 17th day of each month thereafter | |||||||||||||
Founder Shares | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issuance of common stock to Sponsor, shares | 6,900,000 | |||||||||||||
Common stock dividend, shares | 1,150,000 | |||||||||||||
Ownership percentage of initial stockholders | 20% | |||||||||||||
Common stock, shares not subject to forfeiture | 900,000 | |||||||||||||
Founder Shares | Sponsor | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party offering costs | $ 25,000 | |||||||||||||
Issuance of common stock to Sponsor, shares | 5,750,000 | |||||||||||||
Common stock dividend, shares | 5,750,000 | |||||||||||||
Founder Shares | Independent Directors | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issuance of common stock to Sponsor, shares | 10,000 | |||||||||||||
Founder Shares | Industry Advisors | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issuance of common stock to Sponsor, shares | 7,500 | |||||||||||||
Founder Shares | Advisor | Maximum | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock, shares subject to forfeiture | 900,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Recurring - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Assets, fair value | $ 276,119,979 | |
Liabilities: | ||
Liabilities, fair value | $ 335,745 | 5,044,441 |
Cash and securities held in Trust Account | ||
Assets: | ||
Assets, fair value | 276,119,979 | |
Quoted Prices in Active Markets (Level 1) | ||
Assets: | ||
Assets, fair value | 276,119,979 | |
Quoted Prices in Active Markets (Level 1) | Cash and securities held in Trust Account | ||
Assets: | ||
Assets, fair value | 276,119,979 | |
Significant Other Unobservable Inputs (Level 3) | ||
Liabilities: | ||
Liabilities, fair value | 335,745 | 5,044,441 |
Warrant liability – Private Placement Warrants | ||
Liabilities: | ||
Liabilities, fair value | 335,745 | 5,044,441 |
Warrant liability – Private Placement Warrants | Significant Other Unobservable Inputs (Level 3) | ||
Liabilities: | ||
Liabilities, fair value | $ 335,745 | $ 5,044,441 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Cash And Securities Held In Trust Account [Line Items] | ||
Cash and securities held in Trust Account | $ 277,658,548 | $ 276,115,444 |
Minimum [Member] | ||
Cash And Securities Held In Trust Account [Line Items] | ||
Short term investments original maturity term | 3 months | 3 months |
Maximum | ||
Cash And Securities Held In Trust Account [Line Items] | ||
Short term investments original maturity term | 1 year | 1 year |
U.S. Money Market | ||
Cash And Securities Held In Trust Account [Line Items] | ||
Cash and securities held in Trust Account | $ 1,000 | $ 979 |
U.S. Treasury Securities | ||
Cash And Securities Held In Trust Account [Line Items] | ||
Cash and securities held in Trust Account | $ 277,700,000 | $ 276,114,465 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Carrying Value, Excluding Gross Unrealized Holding Loss and Fair Value of Held to Maturity Securities (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Held To Maturity Securities [Line Items] | ||
Investment Securities Held-to-Maturity, Carrying Value/Amortized Cost | $ 277,658,548 | $ 276,115,444 |
Investment Securities Held-to-Maturity, Gross Unrealized Gains | 4,535 | |
Investment Securities Held-to-Maturity, Gross Unrealized Losses | 11 | |
Investment Securities Held-to-Maturity, Fair Value | 277,658,537 | 276,119,979 |
U.S. Money Market | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Investment Securities Held-to-Maturity, Carrying Value/Amortized Cost | 1,145 | 979 |
Investment Securities Held-to-Maturity, Fair Value | 1,145 | 979 |
U.S. Treasury Securities | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Investment Securities Held-to-Maturity, Carrying Value/Amortized Cost | 277,657,403 | 276,114,465 |
Investment Securities Held-to-Maturity, Gross Unrealized Gains | 4,535 | |
Investment Securities Held-to-Maturity, Gross Unrealized Losses | 11 | |
Investment Securities Held-to-Maturity, Fair Value | $ 277,657,392 | $ 276,119,000 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Key Inputs into Monte Carlo Simulation Model for Warrants (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Dec. 23, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |||
Expected term (years) | 5 years 5 months 4 days | 5 years 3 months 3 days | 5 years 4 months 24 days |
Expected volatility | 13.20% | 2.80% | 11.70% |
Risk-free interest rate | 1.21% | 4.05% | 1.20% |
Stock price | $ 9.88 | $ 9.89 | $ 9.9 |
Dividend yield | 0% | 0% | 0% |
Exercise price | $ 11.5 | $ 11.5 | $ 11.5 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value (Details) - Level 3 - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||
Beginning balance | $ 373,701 | $ 3,297,022 | $ 5,044,441 | |
Initial fair value of warrant liability upon modification | $ 6,000,476 | |||
Change in fair value | $ (37,956) | (2,923,321) | (1,747,419) | (956,035) |
Ending balance | $ 373,701 | $ 3,297,022 | $ 5,044,441 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 09, 2022 USD ($) | Nov. 29, 2021 USD ($) shares | Sep. 14, 2021 USD ($) | Sep. 13, 2021 USD ($) | Aug. 17, 2021 USD ($) | Jan. 19, 2021 USD ($) | Jan. 14, 2021 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Aug. 18, 2021 USD ($) | |
Commitments And Contingencies [Line Items] | ||||||||||
Registration rights agreement date | Jan. 11, 2021 | Jan. 11, 2021 | ||||||||
Registration rights agreement term | The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed on January 11, 2021, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. | The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed on January 11, 2021, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. | ||||||||
Gross proceeds from issuance of initial public offering | $ 276,000,000 | $ 276,000,000 | ||||||||
Deferred underwriting discount | $ 720,000 | |||||||||
Contingent fee upon consummation of merger | $ 500,000 | $ 250,000 | ||||||||
Evolve Agreement [Member] | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Payments for Merger Related Costs | 55,000 | |||||||||
Edelstein Letter [Member] | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Accrued Professional Fees | 16,000 | |||||||||
PIPE Engagement Letter [Member] | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Legal fees | $ 2,500,000 | |||||||||
Business Combination, Contingent Consideration, Asset | $ 3,500,000 | |||||||||
Proceeds from Sale of Equity Securities, FV-NI | 100,000,000 | |||||||||
Additional payments on sale of securities | 1,500,000 | |||||||||
Wells | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Contingent fee upon consummation of merger | $ 3,500,000 | |||||||||
Percentage of break up fee upon termination of business combination agreement. | 30% | |||||||||
Percentage of contingent fee | 4% | |||||||||
Additional contingent fee upon consummation of merger | $ 1,500,000 | |||||||||
Gross proceeds of securities sold in PIPE | $ 100,000,000 | |||||||||
ADEX Merger Sub, LLC [Member] | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Business acquisition, number of shares issued | shares | 308,100,000 | |||||||||
GRIID | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Business acquisition, number of shares issued | shares | 58,500,000 | |||||||||
Wells Fargo Securities, LLC [Member] | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Contingent fee upon consummation of merger | $ 1,000,000 | |||||||||
Percentage Contingent Fee From Proceeds from Sale of Equity Securities | 4 | |||||||||
Payments to acquire businesses | $ 3,500,000 | |||||||||
Percentage of break-up fee | 30 | |||||||||
Arthur D. Little LLC [Member] | Consulting Agreement [Member] | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Business Combination, Contingent Consideration, Asset | $ 250,000 | |||||||||
IPO | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Gross proceeds from issuance of initial public offering | $ 240,000,000 | |||||||||
Underwriting Agreement | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Underwriting discount paid in cash on gross proceeds of IPO percentage | 2% | |||||||||
Underwriting Agreement | IPO | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Underwriting discount paid in cash on gross proceeds of IPO percentage | 2% | |||||||||
Gross proceeds from issuance of initial public offering | $ 5,520,000 | $ 5,520,000 | ||||||||
Deferred fee on gross proceeds of IPO percentage | 3.50% | 3.50% | ||||||||
Deferred underwriting discount | $ 9,660,000 | $ 9,660,000 | ||||||||
Cybersecurity Due Diligence Services | Evolve | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Merger related costs | 55,000 | |||||||||
Accounting Due Diligence Services | Edelstein | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Merger related costs | 16,000 | |||||||||
Fairness Opinion Services | Lincoln | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Contingent fee upon consummation of merger | $ 500,000 | |||||||||
Second Amendment [Member] | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Non Refundable Termination Fee | $ 50,000,000 | |||||||||
Second Amendment [Member] | GRIID | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Business acquisition, number of shares issued | shares | 58,500,000 | |||||||||
Share Purchase Agreement [Member] | GRIID | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Commitment Fee | $ 4,000,000 | |||||||||
Percentage of Total Equity Interests Diluted Basis Outstanding | 2% | |||||||||
Business Combination Percentage Of Total Consideration Paid | 1% | |||||||||
Percentage of closing price of shares | 90% | |||||||||
Share Purchase Agreement [Member] | G E M Yield Bahamas Limited [Member] | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Business Acquisition Equity Interest Issued Or Issuable Value Assigned | $ 200,000,000 | |||||||||
Percentage of Average Purchase Price of Shares of Business Combination Agreement | 92% |
Stockholder's Equity (Deficit)
Stockholder's Equity (Deficit) - Additional Information (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value, per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 6,900,000 | 6,900,000 | 6,900,000 |
Common stock, shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 |
Temporary Equity, Shares Outstanding | 27,600,000 | 27,600,000 | 0 |
Warrants exercisable period after completion of business combination | 30 days | 30 days | |
Warrant expiration period after completion of business combination or earlier upon redemption or liquidation. | 5 years | 5 years | |
Warrants exercisable | 0 | 0 | |
Redemption price per warrant | $ 0.01 | $ 0.01 | |
Minimum period of prior written notice of redemption of warrants | 30 days | 30 days | |
Minimum price per share required for redemption of warrants | $ 18 | $ 18 | |
Warrants redemption covenant, threshold trading days | 20 days | 20 days | |
Warrants redemption covenant threshold consecutive trading days | 30 days | 30 days | |
Number of business days before sending notice of redemption period | 3 days | 3 days | |
Redemption triggering price of warrants | $ 18 | $ 18 | |
Warrants redemption exercise price per share | 11.5 | 11.5 | |
Maximum effective issue price to closing of business combination | $ 9.2 | $ 9.2 | |
Minimum percentage of total equity proceeds from issuances | 60% | 60% | |
Number of trading days prior on consummates business combination | 10 days | 10 days | |
Percentage of exercise price of warrants adjusted equal to higher of market value and newly issued price | 115% | 115% | |
Percentage of warrant redemption trigger price adjusted equal to higher of market value and newly issued price. | 180% | 180% | |
Common stock, shares issued including shares subject to possible redemption | 34,500,000 | 34,500,000 | |
Common stock, shares outstanding including shares subject to possible redemption | 34,500,000 | 34,500,000 |
Income Tax - Schedule of Net De
Income Tax - Schedule of Net Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Organizational costs/Startup expenses | $ 152,798 | $ 111 |
Federal net operating loss carryforwards | 17,851 | |
Total deferred tax assets | 170,650 | 111 |
Valuation allowance | $ (170,650) | $ (111) |
Income Tax - Schedule of Income
Income Tax - Schedule of Income Tax Provisions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Deferred | $ 170,539 | $ 111 |
Change in valuation allowance | $ (170,539) | $ (111) |
Income Tax - Additional Informa
Income Tax - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax [Line Items] | ||
Change in the valuation allowance | $ 170,539 | $ 111 |
U.S. Federal | ||
Income Tax [Line Items] | ||
Net operating loss carryovers | $ 85,006 | $ 0 |
Income Tax - Schedule of Reconc
Income Tax - Schedule of Reconciliations of Federal Income Tax Effective Rate (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||||
Statutory federal income tax rate | 21% | 21% | 21% | 21% | 21% | 21% |
State taxes, net of federal tax benefit | 0% | 0% | ||||
Chang in fair value of warrants | 7.60% | 0% | ||||
Acquisition related expenses | (22.10%) | 0% | ||||
Change in valuation allowance | (6.50%) | (21.00%) |