Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | GRIID Infrastructure Inc. |
Entity Central Index Key | 0001830029 |
Entity Primary SIC Number | 7374 |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Entity Filer Category | Non-accelerated Filer |
Entity Tax Identification Number | 85-3477678 |
Entity Address, Address Line One | 2577 Duck Creek Road |
Entity Address, City or Town | Cincinnati |
Entity Address, State or Province | OH |
Entity Address, Postal Zip Code | 45212 |
City Area Code | 513 |
Local Phone Number | 268-6185 |
Business Contact | |
Document Information [Line Items] | |
Entity Address, Address Line One | 2577 Duck Creek Road |
Contact Personnel Name | James D. Kelly III |
Entity Address, City or Town | Cincinnati |
Entity Address, State or Province | OH |
Entity Address, Postal Zip Code | 45212 |
City Area Code | 513 |
Local Phone Number | 268-6185 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | |||
Cash | $ 491,000 | $ 646,000 | $ 286,000 |
Other receivables | 220,000 | 295,000 | 374,000 |
Cryptocurrencies | 134,000 | 51,000 | 15,050,000 |
Notes receivable | 1,439,000 | ||
Operating lease right-of-use asset, current | 0 | 0 | 60,000 |
Finance lease right-of-use asset, current | 1,000 | 1,000 | 20,000 |
Prepaid expenses and other current assets | 189,000 | 178,000 | 208,000 |
Total Current Assets | 2,474,000 | 1,171,000 | 15,998,000 |
Restricted cash | 323,000 | 323,000 | 323,000 |
Property and equipment, net | 32,227,000 | 37,156,000 | 21,102,000 |
Operating lease right-of-use asset | 2,327,000 | 2,454,000 | 1,289,000 |
Finance lease right-of-use asset | 49,000 | 96,000 | 241,000 |
Long-term deposits | 5,400,000 | 4,941,000 | 10,519,000 |
Total assets | 42,800,000 | 46,141,000 | 49,472,000 |
Current liabilities | |||
Accounts payable | 2,974,000 | 4,598,000 | 1,115,000 |
Operating lease liability, current | 225,000 | 205,000 | 0 |
Finance lease liability, current | 6,000 | 377,000 | 0 |
Notes payable, net | 8,388,000 | 667,000 | |
Accrued expenses and other current liabilities | $ 3,743,000 | $ 3,175,000 | 2,162,000 |
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | |
Total Current Liabilities | $ 15,336,000 | $ 9,022,000 | 3,277,000 |
Notes payable, net | 52,115,000 | 45,682,000 | 30,043,000 |
Lender fee payable | 8,000,000 | ||
Payable to lessor – construction in progress | 271,000 | 504,000 | 411,000 |
Warrant liability | 94,768,000 | 76,423,000 | 29,820,000 |
Unearned grant revenue | 195,000 | 195,000 | 195,000 |
Deferred tax liability | 229,000 | 655,000 | |
Operating lease liability | 2,167,000 | 2,300,000 | 1,209,000 |
Finance lease liability | 94,000 | 98,000 | 433,000 |
Total liabilities | 164,946,000 | 134,453,000 | 74,043,000 |
Commitments and contingencies (See Note 13) | |||
Stockholders' Deficit | |||
Accumulated members' deficit | (124,514,000) | (90,680,000) | (26,939,000) |
Total members' deficit | (122,146,000) | (88,312,000) | (24,571,000) |
Total liabilities and members' deficit | 42,800,000 | 46,141,000 | 49,472,000 |
Capital Unit, Class A [Member] | |||
Stockholders' Deficit | |||
Members capital | 2,168,000 | 2,168,000 | 2,168,000 |
Accumulated members' deficit | (99,611,000) | (72,544,000) | |
Total members' deficit | 2,168,000 | 2,168,000 | |
Capital Unit, Class B [Member] | |||
Stockholders' Deficit | |||
Members capital | 200,000 | 200,000 | 200,000 |
Total members' deficit | 200,000 | 200,000 | |
Capital Units Class C [Member] | |||
Stockholders' Deficit | |||
Members capital | 0 | 0 | |
ADIT EDTECH ACQUISITION CORP [Member] | |||
Current assets | |||
Cash | 225,602 | 992,187 | 462,274 |
Prepaid expenses | 132,287 | 77,774 | 265,282 |
Cash held in Trust Account for redeemed shares | 1,093,204 | ||
Total Current Assets | 357,889 | 2,163,165 | 727,556 |
Prepaid expenses, non-current | 14,384 | ||
Cash held in Trust Account | 21,522,419 | 25,041,388 | 276,115,444 |
Total assets | 21,880,308 | 27,204,553 | 276,857,384 |
Current liabilities | |||
Accrued offering costs and expenses | 6,304,847 | 4,807,419 | 3,153,755 |
Due to related party | 217,684 | 138,986 | 18,986 |
Common stock to be redeemed | 1,093,204 | ||
Excise tax payable | 49,457 | ||
Income taxes payable | 80,572 | 795,203 | |
Interest bearing note | 1,439,228 | ||
Working capital loan—related party | 502,683 | 300,000 | 150,000 |
Total Current Liabilities | 8,594,471 | 7,134,812 | 3,322,741 |
Warrant liability | 523,440 | 459,236 | 5,044,441 |
Deferred underwriting discount | 6,762,000 | 6,762,000 | 9,660,000 |
Total liabilities | 15,879,911 | 14,356,048 | 18,027,182 |
Commitments and contingencies (See Note 13) | |||
Common stock subject to possible redemption, 2,467,422 shares at redemption values of $10.72 and $10.24 at June 30, 2023 and December 31, 2022, respectively | 21,851,364 | 25,273,823 | 276,000,000 |
Stockholders' Deficit | |||
Preferred stock | 0 | 0 | 0 |
Common stock | 690 | 690 | 690 |
Additional paid-in capital | 0 | 1,103,029 | |
Accumulated members' deficit | (15,851,657) | (13,529,037) | (17,170,488) |
Total Stockholders' Deficit | (15,850,967) | (12,425,318) | (17,169,798) |
Total liabilities and members' deficit | $ 21,880,308 | $ 27,204,553 | $ 276,857,384 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Capital Unit, Class A [Member] | |||
Common units authorized | 1,740,000 | 1,740,000 | 1,740,000 |
Common units issued | 1,740,000 | 1,740,000 | |
Common units outstanding | 1,740,000 | 1,740,000 | 1,740,000 |
Capital Unit, Class B [Member] | |||
Common units authorized | 8,360,000 | 8,360,000 | 8,360,000 |
Common units issued | 8,160,000 | 8,160,000 | 8,160,000 |
Common units outstanding | 8,160,000 | 8,160,000 | 8,160,000 |
Capital Units Class C [Member] | |||
Common units authorized | 2,500,000 | 2,500,000 | 2,500,000 |
Common units issued | 2,413,367 | 2,418,000 | 2,418,000 |
Common units outstanding | 2,095,078 | 1,672,354 | 893,633 |
ADIT EDTECH ACQUISITION CORP [Member] | |||
Common stock, shares redemption | 2,000,026 | 2,467,422 | 27,600,000 |
Common stock, shares redemption par value | $ 10.93 | $ 10.24 | $ 10 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | ||||||
Other revenue | $ 1,000 | $ 160,000 | $ 80,000 | $ 780,000 | $ 462,000 | |
Total revenue, net | 4,858,000 | 5,675,000 | 14,070,000 | 17,953,000 | 22,355,000 | $ 30,826,000 |
Operating expenses | ||||||
Cost of revenues (excluding depreciation and amortization) | 3,625,000 | 4,421,000 | 10,239,000 | 8,844,000 | 12,233,000 | 5,054,000 |
Depreciation and amortization | 1,326,000 | 1,863,000 | 4,437,000 | 5,323,000 | 7,128,000 | 3,335,000 |
Compensation and related taxes | 1,854,000 | 2,540,000 | 5,976,000 | 8,230,000 | 10,575,000 | 3,876,000 |
Professional and consulting fees | 545,000 | 473,000 | 2,491,000 | 3,033,000 | 5,420,000 | 4,908,000 |
General and administrative | 505,000 | 812,000 | 1,886,000 | 4,119,000 | 4,503,000 | 2,609,000 |
Sales and marketing | 4,000 | 13,000 | 89,000 | 102,000 | 34,000 | |
Impairment of cryptocurrencies | 109,000 | 118,000 | 253,000 | 4,722,000 | 6,026,000 | 7,308,000 |
Impairment of property and mining equipment | 0 | 0 | 0 | 0 | 95,000 | 424,000 |
Realized gain on sale of cryptocurrencies | (44,000) | (143,000) | (273,000) | (2,506,000) | (3,998,000) | (16,451,000) |
Total operating expenses | 7,924,000 | 10,084,000 | 25,022,000 | 31,854,000 | 42,084,000 | 11,097,000 |
Gain on disposal of property and equipment | 4,000 | 90,000 | 1,484,000 | 153,000 | 16,000 | 956,000 |
Formation and operating costs | 11,097,000 | |||||
Loss from operations | (3,062,000) | (4,319,000) | (9,468,000) | (13,748,000) | (19,745,000) | 20,685,000 |
Other income (expense) | ||||||
Loss on contingency | (438,000) | |||||
Gain on extinguishment – non-debt related | 375,000 | |||||
Other income, net of other expense | 453,000 | 200,000 | 200,000 | 204,000 | ||
Change in fair value of embedded derivative | (7,108,000) | |||||
Loss on extinguishment of debt | (51,079,000) | (19,824,000) | ||||
Change in fair value of warrant liability and warrant derivative | 22,948,000 | (586,000) | ||||
Gain on termination of warrant | 139,000 | |||||
Change in fair value of warrants | (974,000) | (1,539,000) | (4,598,000) | (513,000) | ||
Interest expense on note | (8,013,000) | (17,952,000) | (21,022,000) | (22,756,000) | (14,367,000) | (4,231,000) |
Total other income, net | (8,987,000) | (19,491,000) | (24,792,000) | (23,507,000) | (42,159,000) | (31,545,000) |
Loss before income taxes | (12,049,000) | (23,810,000) | (34,260,000) | (37,255,000) | (61,904,000) | (10,860,000) |
Income tax benefit | (188,000) | (151,000) | (354,000) | (294,000) | (298,000) | 775,000 |
Net (loss) income | (11,861,000) | (23,659,000) | (33,906,000) | (36,961,000) | (61,606,000) | (11,635,000) |
Cryptocurrency mining revenue [Member] | ||||||
Revenue | ||||||
Cryptocurrency mining revenue, net of mining pool operator fees | 2,243,000 | 2,309,000 | 5,912,000 | 11,896,000 | 13,477,000 | 30,751,000 |
Mining services revenue [Member] | ||||||
Revenue | ||||||
Cryptocurrency mining revenue, net of mining pool operator fees | 2,614,000 | 3,206,000 | 8,078,000 | 5,277,000 | 8,416,000 | 75,000 |
ADIT EDTECH ACQUISITION CORP [Member] | ||||||
Operating expenses | ||||||
Formation and operating costs | 513,450 | 364,061 | 2,297,460 | 1,509,714 | 2,941,239 | 3,704,239 |
Loss from operations | (513,450) | (364,061) | (2,297,460) | (1,509,714) | (2,941,239) | (3,704,239) |
Other income (expense) | ||||||
Change in fair value of warrants | 109,050 | 37,956 | (64,204) | 4,708,696 | 4,585,205 | 956,035 |
Trust interest income | 209,295 | 1,296,308 | 645,030 | 1,743,104 | 3,984,085 | 115,444 |
Interest expense on note | (12,457) | (20,956) | ||||
Total other income, net | 305,888 | 1,334,264 | 559,870 | 6,451,800 | 8,569,290 | 1,071,479 |
Loss before income taxes | (207,562) | 970,203 | (1,737,590) | 4,942,086 | 5,628,051 | (2,632,760) |
Income tax benefit | (37,661) | (294,065) | (115,369) | (316,701) | 795,203 | |
Net (loss) income | $ (245,223) | $ 676,138 | $ (1,852,959) | $ 4,625,385 | $ 4,832,848 | $ (2,632,760) |
Basic and diluted weighted average shares outstanding, redeemable common stock | 2,060,991 | 27,600,000 | 2,330,456 | 27,600,000 | 27,393,431 | 26,492,055 |
Basic net (loss) income per share | $ (0.03) | $ 0.02 | $ (0.2) | $ 0.13 | $ 0.14 | $ (0.08) |
Diluted net (loss) income per share | $ (0.03) | $ 0.02 | $ (0.2) | $ 0.13 | $ 0.14 | $ (0.08) |
Basic weighted average shares outstanding, common stock | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,853,151 |
Diluted weighted average shares outstanding, common stock | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,853,151 |
Basic net (loss) income per share | $ (0.03) | $ 0.02 | $ (0.2) | $ 0.13 | $ 0.14 | $ (0.08) |
Diluted net (loss) income per share | $ (0.03) | $ 0.02 | $ (0.2) | $ 0.13 | $ 0.14 | $ (0.08) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Total | Capital Unit, Class A [Member] | Capital Unit, Class B [Member] | Capital Units Class C [Member] | ADIT EDTECH ACQUISITION CORP [Member] | ADIT EDTECH ACQUISITION CORP [Member] Public Warrants | ADIT EDTECH ACQUISITION CORP [Member] Private Placement Warrants | Capital Units [Member] Capital Unit, Class A [Member] | Capital Units [Member] Capital Unit, Class B [Member] | Capital Units [Member] Capital Units Class C [Member] | Common Stock [Member] ADIT EDTECH ACQUISITION CORP [Member] | Additional Paid-in Capital [Member] ADIT EDTECH ACQUISITION CORP [Member] | Additional Paid-in Capital [Member] ADIT EDTECH ACQUISITION CORP [Member] Public Warrants | Additional Paid-in Capital [Member] ADIT EDTECH ACQUISITION CORP [Member] Private Placement Warrants | Accumulated Deficit [Member] | Accumulated Deficit [Member] ADIT EDTECH ACQUISITION CORP [Member] |
Beginning 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 | $ 7,270,000 | $ 16,771,351 | $ 7,270,000 | ||||||||||||
Offering costs allocated to Warrants | (981,103) | (981,103) | ||||||||||||||
Modification to Private Placement Warrants to qualify as liability | $ (6,000,476) | $ (6,000,476) | ||||||||||||||
Beginning Balance at Dec. 31, 2020 | $ (13,127,000) | $ 2,168,000 | $ 200,000 | $ (15,495,000) | ||||||||||||
Balance, units at Dec. 31, 2020 | 1,740,000 | 8,160,000 | ||||||||||||||
Vesting of incentive units (Shares) | 893,633 | |||||||||||||||
Unit-based compensation | 191,000 | 191,000 | ||||||||||||||
Ending Balance at Dec. 31, 2021 | (24,571,000) | $ 2,168,000 | $ 200,000 | $ 2,168,000 | $ 200,000 | (26,939,000) | ||||||||||
Ending balance, units at Dec. 31, 2021 | 1,740,000 | 8,160,000 | 893,633 | 1,740,000 | 8,160,000 | 893,633 | ||||||||||
Net income (loss) | (11,635,000) | (2,632,760) | (11,635,000) | (2,632,760) | ||||||||||||
Remeasurement of common stock to redemption value | (31,621,284) | (17,084,082) | (14,537,202) | |||||||||||||
Ending Balance at Dec. 31, 2021 | (17,169,798) | $ 690 | (17,170,488) | |||||||||||||
Ending Balance, shares at Dec. 31, 2021 | 6,900,000 | |||||||||||||||
Net income (loss) | 1,217,736 | 1,217,736 | ||||||||||||||
Ending Balance at Mar. 31, 2022 | (15,952,062) | $ 690 | (15,952,752) | |||||||||||||
Ending Balance, shares at Mar. 31, 2022 | 6,900,000 | |||||||||||||||
Beginning Balance at Dec. 31, 2021 | (17,169,798) | $ 690 | (17,170,488) | |||||||||||||
Balance, shares at Dec. 31, 2021 | 6,900,000 | |||||||||||||||
Beginning Balance at Dec. 31, 2021 | (24,571,000) | $ 2,168,000 | $ 200,000 | $ 2,168,000 | $ 200,000 | (26,939,000) | ||||||||||
Balance, units at Dec. 31, 2021 | 1,740,000 | 8,160,000 | 893,633 | 1,740,000 | 8,160,000 | 893,633 | ||||||||||
Vesting of incentive units (Shares) | 602,295 | |||||||||||||||
Unit-based compensation | 99,000 | 99,000 | ||||||||||||||
Ending Balance at Sep. 30, 2022 | (61,433,000) | $ 2,168,000 | $ 200,000 | (63,801,000) | ||||||||||||
Ending balance, units at Sep. 30, 2022 | 1,740,000 | 8,160,000 | 1,658,381 | 1,740,000 | 8,160,000 | 1,495,928 | ||||||||||
Net income (loss) | (36,961,000) | 4,625,385 | (36,961,000) | |||||||||||||
Ending Balance at Sep. 30, 2022 | (13,735,810) | $ 690 | (13,736,500) | |||||||||||||
Ending Balance, shares at Sep. 30, 2022 | 6,900,000 | |||||||||||||||
Beginning Balance at Dec. 31, 2021 | (17,169,798) | $ 690 | (17,170,488) | |||||||||||||
Balance, shares at Dec. 31, 2021 | 6,900,000 | |||||||||||||||
Beginning Balance at Dec. 31, 2021 | (24,571,000) | $ 2,168,000 | $ 200,000 | $ 2,168,000 | $ 200,000 | (26,939,000) | ||||||||||
Balance, units at Dec. 31, 2021 | 1,740,000 | 8,160,000 | 893,633 | 1,740,000 | 8,160,000 | 893,633 | ||||||||||
Vesting of incentive units (Shares) | 778,721 | |||||||||||||||
Unit-based compensation | 132,000 | 132,000 | ||||||||||||||
Reclassification of warrants | (2,267,000) | (2,267,000) | ||||||||||||||
Ending Balance at Dec. 31, 2022 | (88,312,000) | $ 2,168,000 | $ 200,000 | $ 2,168,000 | $ 200,000 | (90,680,000) | ||||||||||
Ending balance, units at Dec. 31, 2022 | 1,740,000 | 8,160,000 | 1,672,354 | 1,740,000 | 8,160,000 | 1,658,381 | ||||||||||
Reduction of deferred underwriter fees | 2,898,000 | 2,898,000 | ||||||||||||||
Net income (loss) | (61,606,000) | 4,832,848 | (61,606,000) | 4,832,848 | ||||||||||||
Remeasurement of common stock to redemption value | (2,986,368) | (1,794,971) | (1,191,397) | |||||||||||||
Ending Balance at Dec. 31, 2022 | (12,425,318) | $ 690 | 1,103,029 | (13,529,037) | ||||||||||||
Ending Balance, shares at Dec. 31, 2022 | 6,900,000 | |||||||||||||||
Beginning Balance at Mar. 31, 2022 | (15,952,062) | $ 690 | (15,952,752) | |||||||||||||
Balance, shares at Mar. 31, 2022 | 6,900,000 | |||||||||||||||
Ending Balance at Jun. 30, 2022 | (37,807,000) | $ 2,168,000 | $ 200,000 | (40,175,000) | ||||||||||||
Ending balance, units at Jun. 30, 2022 | 1,740,000 | 8,160,000 | 1,333,089 | |||||||||||||
Net income (loss) | 2,731,511 | 2,731,511 | ||||||||||||||
Remeasurement of common stock to redemption value | (239,154) | (239,154) | ||||||||||||||
Ending Balance at Jun. 30, 2022 | (13,459,705) | $ 690 | (13,460,395) | |||||||||||||
Ending Balance, shares at Jun. 30, 2022 | 6,900,000 | |||||||||||||||
Vesting of incentive units (Shares) | 162,839 | |||||||||||||||
Unit-based compensation | 33,000 | 33,000 | ||||||||||||||
Ending Balance at Sep. 30, 2022 | (61,433,000) | $ 2,168,000 | $ 200,000 | (63,801,000) | ||||||||||||
Ending balance, units at Sep. 30, 2022 | 1,740,000 | 8,160,000 | 1,658,381 | 1,740,000 | 8,160,000 | 1,495,928 | ||||||||||
Net income (loss) | (23,659,000) | 676,138 | (23,659,000) | 676,138 | ||||||||||||
Remeasurement of common stock to redemption value | (952,243) | (952,243) | ||||||||||||||
Ending Balance at Sep. 30, 2022 | (13,735,810) | $ 690 | (13,736,500) | |||||||||||||
Ending Balance, shares at Sep. 30, 2022 | 6,900,000 | |||||||||||||||
Beginning Balance at Dec. 31, 2022 | (12,425,318) | $ 690 | 1,103,029 | (13,529,037) | ||||||||||||
Balance, shares at Dec. 31, 2022 | 6,900,000 | |||||||||||||||
Beginning Balance at Dec. 31, 2022 | (88,312,000) | $ 2,168,000 | $ 200,000 | $ 2,168,000 | $ 200,000 | (90,680,000) | ||||||||||
Balance, units at Dec. 31, 2022 | 1,740,000 | 8,160,000 | 1,672,354 | 1,740,000 | 8,160,000 | 1,658,381 | ||||||||||
Net income (loss) | (921,752) | (921,752) | ||||||||||||||
Remeasurement of common stock to redemption value | (579,858) | (579,858) | ||||||||||||||
Ending Balance at Mar. 31, 2023 | (13,926,928) | $ 690 | 523,171 | (14,450,789) | ||||||||||||
Ending Balance, shares at Mar. 31, 2023 | 6,900,000 | |||||||||||||||
Beginning Balance at Dec. 31, 2022 | (12,425,318) | $ 690 | 1,103,029 | (13,529,037) | ||||||||||||
Balance, shares at Dec. 31, 2022 | 6,900,000 | |||||||||||||||
Beginning Balance at Dec. 31, 2022 | (88,312,000) | $ 2,168,000 | $ 200,000 | $ 2,168,000 | $ 200,000 | (90,680,000) | ||||||||||
Balance, units at Dec. 31, 2022 | 1,740,000 | 8,160,000 | 1,672,354 | 1,740,000 | 8,160,000 | 1,658,381 | ||||||||||
Vesting of incentive units (Shares) | 436,697 | |||||||||||||||
Unit-based compensation | 72,000 | 72,000 | ||||||||||||||
Ending Balance at Sep. 30, 2023 | (122,146,000) | $ 2,168,000 | $ 200,000 | (124,514,000) | ||||||||||||
Ending balance, units at Sep. 30, 2023 | 1,740,000 | 8,160,000 | 2,095,078 | 1,740,000 | 8,160,000 | 2,095,078 | ||||||||||
Net income (loss) | (33,906,000) | (1,852,959) | (33,906,000) | |||||||||||||
Ending Balance at Sep. 30, 2023 | (15,850,967) | $ 690 | 0 | (15,851,657) | ||||||||||||
Ending Balance, shares at Sep. 30, 2023 | 6,900,000 | |||||||||||||||
Beginning Balance at Mar. 31, 2023 | (13,926,928) | $ 690 | 523,171 | (14,450,789) | ||||||||||||
Balance, shares at Mar. 31, 2023 | 6,900,000 | |||||||||||||||
Ending Balance at Jun. 30, 2023 | (110,311,000) | $ 2,168,000 | $ 200,000 | (112,679,000) | ||||||||||||
Ending balance, units at Jun. 30, 2023 | 1,740,000 | 8,160,000 | 1,957,909 | |||||||||||||
Net income (loss) | (685,984) | (685,984) | ||||||||||||||
Remeasurement of common stock to redemption value | (609,241) | (523,171) | (86,070) | |||||||||||||
Ending Balance at Jun. 30, 2023 | (15,222,153) | $ 690 | 0 | (15,222,843) | ||||||||||||
Ending Balance, shares at Jun. 30, 2023 | 6,900,000 | |||||||||||||||
Vesting of incentive units (Shares) | 137,169 | |||||||||||||||
Unit-based compensation | 26,000 | 26,000 | ||||||||||||||
Ending Balance at Sep. 30, 2023 | (122,146,000) | $ 2,168,000 | $ 200,000 | (124,514,000) | ||||||||||||
Ending balance, units at Sep. 30, 2023 | 1,740,000 | 8,160,000 | 2,095,078 | 1,740,000 | 8,160,000 | 2,095,078 | ||||||||||
Net income (loss) | $ (11,861,000) | (245,223) | $ (11,861,000) | (245,223) | ||||||||||||
Excise tax payable attributable to redemption of common stock | (49,457) | (49,457) | ||||||||||||||
Remeasurement of common stock to redemption value | (334,134) | (334,134) | ||||||||||||||
Ending Balance at Sep. 30, 2023 | $ (15,850,967) | $ 690 | $ 0 | $ (15,851,657) | ||||||||||||
Ending Balance, shares at Sep. 30, 2023 | 6,900,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net (loss) income | $ (33,906,000) | $ (36,961,000) | $ (61,606,000) | $ (11,635,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value of warrants | 4,598,000 | 513,000 | ||
Depreciation and amortization | 4,437,000 | 5,323,000 | 7,128,000 | 3,335,000 |
Gain on disposal of property and equipment | (1,484,000) | (153,000) | 16,000 | (956,000) |
Realized gain on sale of cryptocurrencies | (273,000) | (2,506,000) | (3,998,000) | (16,451,000) |
Loss contingency | 0 | 0 | ||
Gain on extinguishment of leases | (375,000) | |||
Loss (gain) on change in fair value of warrant liability | 4,598,000 | 513,000 | (22,948,000) | 586,000 |
Impairment of cryptocurrencies | 253,000 | 4,722,000 | 6,026,000 | 7,308,000 |
Non-cash interest expense | 21,022,000 | 19,222,000 | 10,691,000 | 2,982,000 |
Unit-based compensation | 72,000 | 99,000 | 132,000 | 191,000 |
Operating right-of-use asset | 182,000 | 48,000 | ||
Cryptocurrency mined, net | (6,598,000) | (12,319,000) | (13,900,000) | (30,651,000) |
Change in fair value of embedded derivative | 7,108,000 | |||
Loss on extinguishment of debt | 51,079,000 | 19,824,000 | ||
Gain on termination of warrant | (139,000) | |||
Impairment of property and mining equipment | 95,000 | 424,000 | ||
Gain on paycheck protection program loan forgiveness | (193,000) | |||
Changes in operating assets and liabilities: | ||||
Other receivables and notes receivables | (1,365,000) | (614,000) | 81,000 | (374,000) |
Prepaid expenses and other current assets | (11,000) | 1,522,000 | 1,465,000 | (208,000) |
Long term deposits | (460,000) | 269,000 | 530,000 | (5,000) |
Operating lease right-of-use asset | 209,000 | 17,000 | ||
Accounts payable | (1,615,000) | 8,776,000 | 4,888,000 | 1,115,000 |
Accrued expenses and other current liabilities | 567,000 | 2,029,000 | 1,214,000 | 2,298,000 |
Deferred tax liability | (229,000) | (530,000) | (426,000) | 655,000 |
Operating lease liability | (168,000) | 116,000 | (19,000) | (157,000) |
Finance lease liability | (2,000) | (17,000) | (13,000) | (32,000) |
Net cash used in operating activities | (15,355,000) | (10,461,000) | (19,495,000) | (14,819,000) |
Cash flows from investing activities: | ||||
Proceeds from sale of cryptocurrencies | 6,535,000 | 24,508,000 | 26,871,000 | 27,173,000 |
Deposits on purchases of property and equipment | (7,374,000) | (7,374,000) | (17,025,000) | |
Purchases of property and equipment | (110,000) | (15,006,000) | (14,112,000) | (7,763,000) |
Proceeds from disposal of property and equipment | 2,132,000 | 336,000 | 589,000 | 1,117,000 |
Net cash provided by investing activities | 8,557,000 | 2,464,000 | 5,974,000 | 3,502,000 |
Cash flows from financing activities: | ||||
Proceeds from issuance of US dollar notes payable | 7,795,000 | 9,781,000 | ||
Repayment of U.S. dollar notes payable | (1,152,000) | |||
Payments on construction loan | (105,000) | |||
Proceeds from issuance of US dollar notes payable and shareholder loans | 13,881,000 | 12,000,000 | ||
Net cash provided by financing activities | 6,643,000 | 9,781,000 | 13,881,000 | 11,895,000 |
Net increase (decrease) in cash | (155,000) | 1,784,000 | 360,000 | 578,000 |
Cash, beginning of the period | 969,000 | 609,000 | 609,000 | 31,000 |
Cash, end of the period | 814,000 | 2,393,000 | 969,000 | 609,000 |
Reconciliation of cash and restricted cash to the Consolidated Balance Sheet | ||||
Cash | 491,000 | 2,070,000 | 646,000 | 286,000 |
Restricted Cash | 323,000 | 323,000 | 323,000 | 323,000 |
Total cash and restricted cash | 814,000 | 2,393,000 | 969,000 | 609,000 |
Supplemental disclosure of noncash investing and financing activities: | ||||
Cash paid for interest | 856,000 | 3,159,000 | 3,287,000 | 371,000 |
Fair value of payment made in cryptocurrency for revenue share consideration | 475,000 | 461,000 | ||
Right-of-use asset and lease liability associated with financing lease | 0 | 47,000 | 47,000 | 338,000 |
Right-of-use asset and lease liability associated with operating lease | 55,000 | 1,375,000 | 1,375,000 | 1,306,000 |
Fair value of warrant liability issued in connection with notes payable | 58,454,000 | 17,123,000 | 49,421,000 | 29,234,000 |
Interest paid in cryptocurrency | 1,164,000 | |||
Non-cash settlement of cryptocurrency notes payable through refinancing in US dollar | 21,851,000 | |||
Non-Cash Deposits used in Purchase of Miner Chips | 5,715,000 | |||
ADIT EDTECH ACQUISITION CORP [Member] | ||||
Cash flows from operating activities: | ||||
Net (loss) income | (1,852,959) | 4,625,385 | 4,832,848 | (2,632,760) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value of warrants | 64,204 | (4,708,696) | (4,585,205) | (956,035) |
Interest earned on cash held in Trust Account | (3,984,085) | (115,444) | ||
Interest earned on cash and marketable securities held in Trust Account | (645,030) | (1,743,104) | ||
Interest accrued on interest bearing note | 20,956 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (54,513) | 156,489 | 201,892 | (279,666) |
Income taxes payable | (714,631) | 316,701 | 795,203 | |
Accrued offering costs and expenses | 1,497,428 | 531,799 | 1,653,664 | 3,311,387 |
Due to related party | 78,698 | 90,000 | 120,000 | 214 |
Cash held in Trust for redeemed shares | (1,093,204) | |||
Common stock to be redeemed | 1,093,204 | |||
Net cash used in operating activities | (1,605,847) | (731,426) | (965,683) | (672,304) |
Cash flows from investing activities: | ||||
Cash withdrawn for redemptions, net | 4,945,692 | 253,712,545 | ||
Deposit in Trust for extension payments | (1,068,272) | |||
Cash withdrawn from Trust Account to pay franchise tax and income taxes | 286,579 | 200,000 | 1,345,596 | |
Cash held in Trust for redeemed shares | 1,093,204 | |||
Common stock to be redeemed | (1,093,204) | |||
Investment held in Trust Account | (276,000,000) | |||
Net cash provided by investing activities | 4,163,999 | 200,000 | 255,058,141 | (276,000,000) |
Cash flows from financing activities: | ||||
Redemption of common stock | (4,945,692) | |||
Proceeds from issuance of promissory note to related party | 202,683 | 100,000 | 150,000 | 150,000 |
Proceeds from promissory note—extension | 1,418,272 | |||
Proceeds from Initial Public Offering, net of underwriters' fees | 270,480,000 | |||
Proceeds from private placement | 7,270,000 | |||
Payments of offering costs | (651,036) | |||
Redemption of common stock, net | (253,712,545) | |||
Payment of promissory note to related party | (150,000) | |||
Net cash provided by financing activities | (3,324,737) | 100,000 | (253,562,545) | 277,098,964 |
Net increase (decrease) in cash | (766,585) | (431,426) | 529,913 | 426,660 |
Cash, beginning of the period | 992,187 | 462,274 | 462,274 | 35,614 |
Cash, end of the period | 225,602 | 30,848 | 992,187 | 462,274 |
Supplemental disclosure of noncash investing and financing activities: | ||||
Excise tax payable | 49,457 | |||
Remeasurement of carrying value to redemption value | $ 1,523,233 | $ 1,191,397 | 2,986,368 | |
Deferred underwriting commissions charged to additional paid-in capital | (2,898,000) | 9,660,000 | ||
Initial value of common stock subject to possible redemption | 276,000,000 | |||
Deferred offering costs paid by Sponsor loan | 18,773 | |||
Modification to Private Placement Warrants to qualify as liability | $ 6,000,476 | |||
Reduction of deferred underwriting fee payable | $ 2,898,000 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
ADIT EDTECH ACQUISITION CORP [Member] | ||
Organization And Basis Of Operations [Line Items] | ||
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, 2023, the Company had not commenced any operations. All activity for the period from October 15, 2020 (inception) through September 30, 2023 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 Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a Private Placement (defined below) to the Sponsor, generating total gross proceeds of $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 (the “Trust Account”), which were previously 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 of 1940 (the “1940 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 As a result, all funds in the Trust Account are currently held in cash. 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, as amended (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 and directors 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 In connection with the stockholders’ vote at a special meeting of stockholders held on December 23, 2022, holders of 25,132,578 shares of Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account, representing approximately $253.6 million (approximately $10.09 per share). On January 12, 2023, February 8, 2023, March 12, 2023, April 5, 2023, May 12, 2023 and June 12, 2023, the board of directors of the Company elected to extend the date by which the Company must complete an initial business combination, on each occasion by one month, from January 14, 2023 to July 14, 2023 (the “Extensions”). In connection with the Extensions, GRIID Infrastructure LLC deposited an aggregate of $888,272 (representing $0.06 per Public Share per month) into the Company’s Trust Account on behalf of the Company. This deposit was loaned to the Company pursuant to a promissory note issued by the Company to GRIID Infrastructure on January 13, 2023. The Extensions were the first, second, third, fourth, fifth, and sixth of six one-month On July 11, 2023, the Company obtained stockholder approval to allow the Company to further extend the time by which it must complete its initial business combination up to an additional two times at the election of the board of directors for an additional three months each time, for a maximum of two three-month extensions. Effective as of such date, the Company amended its amended and restated certificate of incorporation, as amended, to provide for such extensions. In connection with the stockholders’ vote, holders of 467,396 shares of Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account, representing approximately $4.9 million (approximately $10.58 per share). On July 12, 2023 and September 29, 2023, respectively, the board of directors of the Company elected to extend the date by which the Company must complete an initial business combination by three months, from July 14, 2023 to October 14, 2023 and from October 14, 2023 to January 14, 2024 (together, the “Second Extension”). In connection with the first four months of the Second Extension, GRIID Infrastructure LLC deposited an aggregate of $240,000 ($60,000 per month representing approximately $0.03 per public share) into the Company’s Trust Account for the Company’s public stockholders on behalf of the Company. The Company expects that on or about the 14th day Loans may be made under the GRIID Note in an aggregate principal amount of up to $1,800,000. Currently, the outstanding principal amount under the GRIID Note is $1,478,272. Interest will accrue on the outstanding principal amount of the GRIID Note at a rate per annum equal to the Applicable Federal Rate set forth by the Internal Revenue Service pursuant to Section 1274(d) of the Internal Revenue Code. The GRIID Note has a maturity date of the earlier of (i) any determination by the Company’s board of directors to liquidate the Company and (ii) the effective date of the merger involving Griid Holdco LLC and the Company pursuant to the Merger Agreement. The failure to timely repay outstanding amounts under the GRIID Note within five days of the maturity date or the occurrence of certain liquidation and bankruptcy events constitute an event of default under the GRIID Note and could result in acceleration of the Company’s repayment obligations thereunder. On February 7, 2023, the New York Stock Exchange (the “NYSE”) notified the Company that trading in the Company’s Common Stock, Units and warrants had been halted, as the Company no longer satisfied the continued listing standard of the NYSE requiring the Company to maintain an average aggregate global market capitalization attributable to its publicly held shares over a consecutive 30 trading day period of at least $40,000,000. On February 13, 2023, the Company was approved for listing on the NYSE American LLC (the “NYSE American”) and its Common Stock, Units and warrants began trading on the NYSE American on February 16, 2023. 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 prior to the applicable extension deadline. 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 by the applicable extension deadline. 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 by the applicable extension deadline 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, 2023, the Company had approximately $0.2 million in its operating bank 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. As discussed above under “—Initial Business Combination,” on July 12, 2023, GRIID Infrastructure agreed to make up to six monthly deposits into the Trust Account for the Company’s public stockholders on behalf of the Company. Each monthly deposit would be made on or about the 14th day of such month, during the period from July 14, 2023 to January 14, 2024, provided that the proposed business combination transaction between the Company and GRIID has not yet closed as of the date of the applicable deposit. Each deposit would be in the amount of $60,000 (representing approximately $0.03 per public share). These deposits are loaned to the Company pursuant to the GRIID Note. 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 $0.2 million in its operating bank account as of September 30, 2023 will not be sufficient to allow the Company to operate for at least the next 12 months. 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 consolidated 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 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 December 31, 2022, the Company had not commenced any operations. All activity for the period from October 15, 2020 (inception) through December 31, 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 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 $13.8 million consisting of $4.8 million of underwriting discount, $8.4 million of deferred underwriting discounts and commissions, and $0.6 million 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 were previously 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 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, as amended (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 Business The Company will have until the applicable extension deadline (such date, the “extension date”), the latest of which is July 14, 2023, if the Company’s board of directors approves all six one-month In connection with the stockholders’ vote at the special meeting of stockholders on December 23, 2022, 25,132,578 shares of Common Stock exercised their right to redeem such share for a pro rata portion of the funds in the Company’s Trust Account for approximately $253.6 million (approximately $10.09 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 prior to the applicable extension deadline. 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 by the applicable extension deadline. 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 by the applicable extension deadline 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 December 31, 2022, the Company had approximately $1.0 million in its operating bank account and a working capital deficit of approximately $5.2 million, excluding approximately $0.7 million in federal income tax and prepaid franchise tax payable that can be paid using the funds derived from 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 $1.0 million in its operating bank account as of December 31, 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 consolidated 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 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 by the applicable extension deadline, 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 applicable extension deadline. |
Description of Business
Description of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Description of Business [Abstract] | ||
Description of Business | 1. Description of Business Griid Infrastructure LLC (“GRIID” or, the “Company”) is a privately held, vertically integrated bitcoin mining company based in Cincinnati, Ohio that owns and operates a growing portfolio of energy infrastructure and high-density On November 29, 2021, Adit EdTech Acquisition Corp., a Delaware corporation (“ADEX”), entered into an agreement and plan of merger (the “Merger Agreement”) by and among ADEX, ADEX Merger Sub, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of ADEX (“Merger Sub”), and GRIID Holdco LLC, a Delaware limited liability company (“GRIID Holdco”). The Merger Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into GRIID Holdco (the “Merger”), the separate limited liability company existence of Merger Sub will cease and GRIID Holdco, 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 ADEX. 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 Holdco and each limited liability company membership unit of GRIID Holdco 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 ADEX common stock, par value $0.0001 per share (“Common Stock”). In connection with the Closing, ADEX, the initial stockholders of ADEX and certain GRIID Holdco members will enter into an investor rights agreement (the “Investor Rights Agreement”) to provide for certain registration rights related to their Common Stock and private warrants of ADEX. ADEX has agreed to, among other things, file within 30 days of Closing a resale shelf registration statement covering the resale of all securities registrable under the Investor Rights Agreement. It is anticipated that the Merger will be accounted for as a reverse recapitalization under accounting principles generally accepted in the United States of America (“U.S. GAAP”), whereby the net assets of GRIID and Adit are carried over at historical cost, with no goodwill or other intangible assets recognized as part of the transaction. Under this method of accounting, GRIID will be treated as the “acquirer” company for financial reporting purposes, since 1) the existing GRIID Holdco equity holders are expected to represent a majority of the voting power of the combined company, 2) GRIID’s operations will also constitute the ongoing operations of the combined company, and 3) GRIID’s senior management will represent a majority of the senior management of the combined company. | 1. Description of Business Griid Infrastructure LLC (“GRIID” or, the “Company”) is a privately held, vertically integrated bitcoin mining company based in Cincinnati, Ohio that owns and operates a growing portfolio of energy infrastructure and high-density data centers across North America. The Company has built a cryptocurrency mining operation, which operates specialized computers (also known as “miners”) that generate cryptocurrency. Currently, the only cryptocurrency mined by GRIID is bitcoin. The Company was formed in the State of Delaware on May 23, 2018. On November 29, 2021, Adit EdTech Acquisition Corp., a Delaware corporation (“ADEX”), entered into an agreement and plan of merger (the “Merger Agreement”) by and among ADEX, ADEX Merger Sub, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of ADEX (“Merger Sub”), and GRIID Holdco LLC, a Delaware limited liability company (“GRIID Holdco”). The Merger Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into GRIID Holdco (the “Merger”), the separate limited liability company existence of Merger Sub will cease and GRIID Holdco, 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 ADEX. 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 Holdco and each limited liability company membership unit of GRIID Holdco 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 ADEX common stock, par value $0.0001 per share (“Common Stock”). In connection with the Closing, ADEX, the initial stockholders of ADEX and certain GRIID Holdco members will enter into an investor rights agreement (the “Investor Rights Agreement”) to provide for certain registration rights related to their Common Stock and private warrants of ADEX. ADEX has agreed to, among other things, file within 30 days of Closing a resale shelf registration statement covering the resale of all securities registrable under the Investor Rights Agreement. It is anticipated that the Merger will be accounted for as a reverse recapitalization under accounting principles generally accepted in the United States of America (“U.S. GAAP”), whereby the net assets of GRIID and Adit are carried over at historical cost, with no goodwill or other intangible assets recognized as part of the transaction. Under this method of accounting, GRIID will be treated as the “acquirer” company for financial reporting purposes, since 1) the existing GRIID Holdco equity holders are expected to represent a majority of the voting power of the combined company, 2) GRIID’s operations will also constitute the ongoing operations of the combined company, and 3) GRIID’s senior management will represent a majority of the senior management of the combined company. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | ||
Restatement of Previously Issued Financial Statements | 2. Restatement of Previously Issued Financial Statements Subsequent to the issuance of the Company’s Consolidated Financial Statements for the nine months ended September 30, 2022, the Company has restated its Consolidated Financial Statements with respect to the treatment of the cryptocurrency sale proceeds, beginning cash related to restricted cash and the purchases of fixed assets with long-term deposits. There is a restatement related to the reclass in the recognition of realized gain or loss in sale of cryptocurrencies as well as the purchases of fixed assets from long term deposits. The Company reclassed the proceeds from the sale of cryptocurrencies from operating activities to investing activities on the consolidated statements of cash flows. The Company reclassed the long-term deposits used to purchase fixed assets from operating activities to investing activities. The Company also restated the beginning balance of cash to include restricted and unrestricted cash for the beginning of the period. These restatements did not result in any change in total net income (loss) from operations or the cash balances for the nine months ended September 30, 2022. Nine Months Ended September 30, 2022 As Reported Adjustment As Restated Beginning balance of cash $ 286 $ 323 $ 609 Net cash provided by (used in) operating activities 19,011 (29,472 ) (10,461 ) Net cash used in investing activities (27,008 ) 29,472 2,464 Ending cash balance 2,070 323 2,393 | 3. Restatement of Previously Issued Financial Statements Restatement of 2021 Consolidated Statements of Operations After the issuance of the Company’s consolidated financial statements as of and for the year ended December 31, 2021, the Company has restated its consolidated financial statements as of and for the year ended December 31, 2021 with respect to the treatment of the net gain or loss on sale of cryptocurrencies and the restricted cash restatement. The Company has reclassified realized gains and losses from the sale of cryptocurrencies from nonoperating income to operating income on the accompanying statement of operations. The restatement did not result in any change in total net income (loss) from operations or total cash balances, including restricted cash, for the year ended December 31, 2021. The effect of the restatements on the Consolidated Statements of Operations for the year ended December 31, 2021 are summarized in the following tables: Year Ended December 31, 2021 As Adjustment As Total revenue, net $ 30,826 $ — $ 30,826 Total operating expenses 27,548 (16,451 ) 11,097 (Loss) income from operations 4,234 16,451 20,685 Total other (expense) income (15,094 ) (16,451 ) (31,545 ) (Loss) income before income taxes (10,860 ) — (10,860 ) Restatement of 2022 and 2021 Consolidated Statements of Cash Flows After the issuance of the Company’s consolidated financial statements as of and for the years ended December 31, 2022 and 2021, the Company restated its consolidated statements of cash flows for the years ended December 31, 2022 and 2021 with respect to the treatment of the cash proceeds related to the sale of cryptocurrencies which have been reclassified from cash flows from operating activities to cash flows from investing activities. The Company also restated its consolidated statements of cash flows for the year ended December 31, 2022 with respect to the treatment of the deposits applied to the purchase of property and equipment. Additionally, the Company added a supplemental disclosure for non-cash deposits used in purchases of miner chips. The Company initially restated the statement of cash flows for the year ended December 31, 2021 to reclassify the cash proceeds related to the sale of cryptocurrencies from investing activities to operating activities. This initial restatement of the statement of cash flows for the year ended December 31, 2021 is the basis for why the restatement after the issuance of the financial statements as of and for the years ended December 31, 2022 and 2021 is necessary. The restatement did not result in any change in total net income (loss) from operations or total cash balances, including restricted cash, for the years ended December 31, 2022 and 2021. The effect of the restatements on the Consolidated Statement of Cash Flows for the year ended December 31, 2022 and 2021 are summarized in the following tables: Year Ended December 31, 2022 As Reported Adjustment As Restated Beginning balance of cash $ 609 $ — $ 609 Net cash provided by (used in) operating activities 13,091 (32,586 ) (19,495 ) Net cash provided by (used in) investing activities (26,612 ) 32,586 5,974 Ending cash balance 969 — 969 Year Ended December 31, 2021 As Reported Adjustment As Restated Beginning balance of cash $ 31 $ — $ 31 Net cash provided by (used in) operating activities 12,354 (27,173 ) (14,819 ) Net cash provided by (used in) investing activities (23,671 ) 27,173 3,502 Ending cash balance 609 — 609 |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Disclosure Of Liquidity And Financial Condition [Abstract] | ||
Liquidity and Financial Condition | 3. Liquidity and Financial Condition The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. Since its inception, the Company has incurred net losses. During the nine months ended September 30, 2023 and 2022, the Company incurred net losses of $33,906 and $36,961. As of September 30, 2023, the Company had an accumulated deficit of $124,514. As of September 30, 2023, the Company had cash and cash equivalents of $491 which are available to fund future operations. The ongoing viability of the Company is largely dependent on the future financial and operating performance of the Company. To date, the Company has, in large part, relied on debt financing to fund its operations. Management expects to continue to incur significant expenses for the foreseeable future while the Company makes investments to support its anticipated growth. The Company’s ability to continue is dependent upon bitcoin prices remaining at or above certain levels. Based upon current and historical volatility of bitcoin the Company is unable to be certain that it can profitably mine bitcoin to support its operations. As such, there exists substantial doubt about the Company’s ability to remain a going concern within one year after the date these consolidated financial statements were issued. COVID-19 The COVID-19 | 2. Liquidity and Financial Condition The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. Since its inception, the Company has incurred net losses. During the years ended December 31, 2022 and 2021, the Company incurred net loss of $61,606 and $11,635, respectively. As of December 31, 2022, the Company had an accumulated deficit of $90,680. As of December 31, 2022, the Company had cash and cash equivalents of $969 which are available to fund future operations. The ongoing viability of the Company is largely dependent on the future financial and operating performance of the Company. To date, the Company has, in large part, relied on debt financing to fund its operations Management expects to continue to incur significant expenses for the foreseeable future while the Company makes investments to support its anticipated growth. The Company’s ability to continue is dependent upon bitcoin prices remaining at or above certain levels. Based upon current and historical volatility of bitcoin the Company is unable to be certain that it can profitably mine bitcoin to support its operations. As such, there exists substantial doubt about the Company’s ability to remain a going concern within one year after the date these consolidated financial statements were issued. COVID-19 The COVID-19 |
Basis of Presentation, Summary
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Basis of Presentation and Significant Accounting Policies | 4. Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements Basis of Presentation The Company’s unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP Principles of Consolidation The Company’s unaudited consolidated financial statements include the accounts of the Company and its eight wholly-owned subsidiaries: Union Data LLC (“Union Data”), Red Dog Technologies LLC (“Red Dog”), GIB Compute LLC (“GIB”), Data Black River LLC (“Data Black River”), Ava Data LLC (“Ava Data”), Jackson Data LLC (“Jackson Data”), Badin Data LLC (“Badin Data”), Tullahoma Data LLC (“Tullahoma Data”), LaFolette Data LLC (“LaFolette Data”) and Rutledge Development and Deployment LLC (“Rutledge Development and Deployment”). All intercompany balances and transactions have been eliminated in consolidation. Amounts within the notes to the unaudited consolidated financial statements are presented in thousands of U.S. dollars, except for unit and per unit amounts or as otherwise indicated. Unaudited Interim Financial Information In the opinion of the Company During the nine months ended September 30, 2023, there were no significant changes to the Company’s significant accounting policies described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2022. Use of Estimates The preparation of unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such judgements, estimates and assumptions include revenue recognition, the useful lives and recoverability of long-lived assets, unit-based compensation expense, impairment analysis of indefinite lived intangibles, and the fair value of the Company’s warrant liability and embedded derivative liability. Actual results experienced by the Company may differ from those estimates. Revenue Recognition The Company earns revenue under payout models determined by the mining pool operator. The payout model relevant to the Company during the nine months ended September 30, 2023 and 2022 is referred to as Full Pay Per Share (“FPPS”). The Company notes that all revenue recognized during the nine months ended September 30, 2023 and 2022 was sourced from mining pools operating under the FPPS model. The Company earns 5% of the generated cryptocurrency revenue that is earned under the Mining Services Agreement (see Note 13). The Company records revenue and expense from the arrangement on a gross basis, as the Company represents the principal in relation to the contract. Per the agreement, a $1,000 payment is made by the Customer one month in advance as prepayment for the reimbursement of direct operating and electricity costs. Reimbursement payments are considered reimbursement revenues. Direct costs incurred and reimbursed are also recorded as cost of goods sold. The Company records its revenue related to the 5% revenue share of the generated cryptocurrency under the Mining Services Agreement on a gross basis under mining services revenue in the Statement of Operations. The Company earns various revenues under a development and operation agreement with Helix Digital Partners, LLC (“HDP”). The Company earns curtailment revenue during the months in which HDP curtails the supply of electricity to mines and sells the electricity to the market. A management fee is also recognized in connection with this agreement. The Company also generates cryptocurrency with a percentage to be paid to HDP the following month under the agreement. The Company records the revenues and expenses related to this agreement on a gross basis. The management fee is recognized as mining services revenue, whereas the curtailment revenue and revenue share amounts are recognized as other revenue. All amounts, due to each party, are accrued for and paid out in the next month. Restricted Cash As of September 30, 2023, the Company has $323 of restricted cash related to a utility surety letter of credit for Red Dog. Reclassifications Certain reclassifications have been made within the September 30, 2023 and September 30, 2022, consolidated statement of operations and consolidated statement of cash flow to conform as well as the September 30, 2023 balance sheet to the December 31, 2022 consolidated balance sheet, consolidated statement of operations and consolidated statement of cash flow presentation. Recently Issued Accounting Pronouncements Recently Adopted In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 catch-up Issued and Not Yet Adopted The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s consolidated financial statements properly reflect the change. In June 2016, the FASB issued ASU 2016-13, 2019-10 November 2019, the new effective date for ASC 326 would be for annual reporting periods beginning after December 15, 2022. The provisions of this ASU are to be applied using a modified-retrospective approach. The Company is currently evaluating the impact, if any, the adoption of ASC 326 may have on its consolidated financial statements and will adopt the provision in fiscal year 2023 | 4. Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements Basis of Presentation The Company’s audited consolidated financial statements have been prepared in accordance with U.S. GAAP. Principles of Consolidation The Company’s audited consolidated financial statements include the accounts of the Company and its eight wholly-owned subsidiaries: Union Data LLC (“Union Data”), Red Dog Technologies LLC (“Red Dog”), GIB Compute LLC (“GIB”), Data Black River LLC (“Data Black River”), Ava Data LLC (“Ava Data”), Jackson Data LLC (“Jackson Data”), Badin Data LLC (“Badin Data”), Tullahoma Data LLC (“Tullahoma Data”), LaFolette Data LLC (“LaFolette Data”) and Rutledge Development and Deployment LLC (“Rutledge Development and Deployment”). All intercompany balances and transactions have been eliminated in consolidation. Amounts within the notes to the audited consolidated financial statements are presented in thousands of U.S. dollars, except for unit and per unit amounts or as otherwise indicated. Unit Split On April 14, 2021, the Company executed the Second Amended and Restated Limited Liability Company Agreement, as a result of which the Company completed a 10,000 to 1 split of its authorized, issued and outstanding Units, resulting in 1,740,000 Class A Units and 8,360,000 Class B Units being authorized of which 1,740,000 and 8,160,000, respectively were issued and outstanding as of December 31, 2021. The Company also created a new class of units (“Class C Units”), of which 2,500,000 Class C Units were authorized and issued to the newly created entity GRIID Infrastructure Plan Equity LLC, through which profits interests may be issued to employees and service providers of the Company, subject to various vesting conditions. As of December 31, 2022, GRIID Infrastructure Equity Plan LLC had awarded 2,418,000 incentive units, of which 1,672,354 had vested. The holders of Class A Units, Class B Units, and Class C Units are entitled to one vote for each unit held. All disclosures related to units and per unit data in the accompanying consolidated financial statements and related notes reflect this stock split for all periods presented. Use of Estimates The preparation of audited consolidated financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the audited consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such judgements, estimates and assumptions include revenue recognition, the useful lives and recoverability of long-lived assets, unit-based compensation expense, impairment analysis of indefinite lived intangibles, and the fair value of the Company’s warrant liability and embedded derivative liability. Actual results experienced by the Company may differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. Substantially all the Company’s cash and cash equivalents and investments are held at one U.S. financial institution in the United States that management believes is of high credit quality. Such deposits may, at times, exceed federally insured limits or may not be covered by deposit insurance at all. The Company had not experienced any credit losses on its cash and cash equivalents from date-of-inception During the years ended December 31, 2022 and 2021, the Company chose to mine with certain mining pool operators, with revenue generated from their related mining pools constituted as follows: December 31, 2022 December 31, 2021 Pool 1 0.01 % 16.70 % Pool 2 99.9 % 75.00 % Pool 3 0.00 % 8.30 % Additionally, the only cryptocurrency that the Company has mined to date has been bitcoin. As a result, the Company’s profitability is affected by changes in bitcoin pricing. Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principle or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Assets and liabilities are measured at fair value using a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1 – Valuations based on quoted prices (unadjusted) for identical assets or liabilities in active markets; • Level 2 – Valuations based on quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in inactive markets; or other inputs that are observable or can be corroborated by observable market data; and • Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgement and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. In determining the fair value of its financial instruments, the Company considers the source of observable market data inputs, liquidity of the instrument, the credit risk of the counterparty to the contract, and its risk of nonperformance. In the case where the fair value is not observable for items subject to fair value measurement, the Company applies valuation techniques deemed the most appropriate under the U.S. GAAP guidance based on the nature of the assets and liabilities being measured. As of December 31, 2022 and 2021, the financial assets or liabilities measured at fair value were the Company’s outstanding USD notes payable and warrant liability balances. The warrant liability associated with warrants issued in conjunction with the Company’s Third Amended and Restated Loan Agreement in 2021 as well as the Fourth Amended and Restated Loan Agreement in 2022 (see Note 11) is accounted for at fair value on a recurring basis with changes in fair value recognized in the consolidated statement of operations. Carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, and accounts payable and accrued liabilities, is of approximate fair value due to the short-term nature of these instruments. The fair value of the Company’s debt approximates carrying value as it was recorded at fair value upon the Company’s extinguishment of debt (see Note 11). Cryptocurrencies Cryptocurrencies, consisting solely of bitcoin, are included in current assets in the accompanying consolidated balance sheets due to the Company’s ability to sell it in a highly liquid marketplace and its intent to liquidate its cryptocurrencies to support operations when needed. Cryptocurrencies awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below. The cryptocurrencies held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. Given that the fair value of cryptocurrencies is readily available (i.e., exchange traded at high volumes with readily observable market prices), the Company determined that performing a qualitative assessment is not necessary, and therefore proceeds directly to a quantitative test. The Company tests cryptocurrency assets for impairment on a daily basis using the intraday low price. The Company measures the amount of impairment loss by comparing the fair value of the cryptocurrency assets to their carrying value on an awarded basis. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Purchases of cryptocurrencies by the Company are included within investing activities in the accompanying consolidated statements of cash flows, while cryptocurrencies awarded to the Company through its mining activities are included as a non-cash first-in first-out Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets: Years Land Indefinite Energy infrastructure 10 General infrastructure 30 IT infrastructure 5 Miners 3 Miner Chip Inventory 3 Vehicles 5 Office furniture and equipment 3 Leasehold improvements are amortized using the straight-line method over the shorter of the original lease term inclusive of renewals or the estimated useful life of the asset. However, if the lease transfers ownership of the underlying asset to the lessee or the lessee is reasonably certain to exercise an option to purchase the underlying asset, the lessee should amortize the leasehold improvements to the end of their useful life. When assets are retired or disposed of, the cost together with related accumulated depreciation is removed from the Company’s accounts and the resulting gain or loss is reflected in the Company’s consolidated statements of operations. Maintenance and repairs are charged to operating expense as incurred. Significant improvements that substantially enhance the useful life of an asset are capitalized and depreciated. Long-Lived Assets Impairment Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, for all assets except miners, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered appropriate. The Company tests its miners for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset (group) might not be recoverable. For example, if its miners are no longer contributing to the Company’s hash rate, or other macroeconomic conditions arise requiring impairment such as a decline in the price of bitcoin, the Company conducts further testing. These tests are done on a preliminary basis to determine whether any potential indicators of impairment exist. If it is determined that a miner is no longer contributing to the Company’s hash rate, is unusable, or other macroeconomic conditions arise, then the Company will proceed to a quantitative impairment test of recoverability. The recoverability of assets to be held is measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Leases The Company determines if an arrangement is a lease at inception of the agreement. Finance leases are included in finance lease right-of-use right-of-use ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Finance and operating lease ROU assets and liabilities are recognized based on the present value of lease payments over the lease term at commencement date of the lease. ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentive received. As the Company’s leases do not provide an implicit interest rate, the Company uses the borrowing rates available for similar assets over a similar term based on the information available at the commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The Company’s lease terms may include options to extend or terminate the lease. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company does not recognize a ROU asset nor lease liability for short-term leases. Instead, it recognizes these short-term lease payments in the consolidated statements of operations on a straight-line basis over the lease term. Short-term leases are defined as 12 months or less in duration. Revenue Recognition Revenue is recognized when control of the goods and services provided is transferred to the Company’s customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods and services using the following steps: (1) identification of the contract, or contracts with a customer, (2) identification of performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract and (5) recognition of revenue when or as the Company satisfies the performance obligations. To identify the performance obligations in a contract with a customer, the Company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers available to it (i.e., the good or service is capable of being distinct), and the Company’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). The transaction price is the amount of consideration to which an entity expects to be entitled to receive in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all the following: • Variable consideration • Constraining estimates of variable consideration • The existence of a significant financing component in the contract • Noncash consideration • Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized under the accounting contract will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. The Company participates, along with other cryptocurrency mining operators, in cryptocurrency mining pools by executing contracts with mining pool operators to perform hash computations for the mining pool. The contracts are terminable at any time by either party without substantive compensation to the other party for such termination. Upon termination, the mining pool operator (i.e., the customer) is required to pay the Company any amount due related to previously satisfied performance obligations. The Company’s enforceable right to compensation begins upon performing hash computations for the mining pool operator. Providing hash computation services is an output of the Company’s ordinary activities and performing such hash computations represents the only performance obligation in the Company’s contracts with mining pool operators. There is no significant financing component present in these transactions. The Company earns revenue under payout models determined by the mining pool operator. The payout model relevant to the Company during the years ended December 31, 2022 and 2021 is referred to as Full Pay Per Share (“FPPS”) payout model. The Company notes that substantially all revenue recognized during the years ended December 31, 2022 and 2021 was earned from providing hash computations to mining pool operators under the FPPS payout model. FPPS Payout Model Under the FPPS payout model, in exchange for performing hash computations (i.e., hashrate) for the mining pool operator (i.e., the customer), which represents the Company’s only performance obligation, the Company is entitled to receive compensation, payable in bitcoin, from the mining pool operator. The amount of compensation due to the Company is determined using the FPPS payout model detailed in the mining pool operator contract. Under the FPPS payout model, the Company earns compensation based upon three variables: Network Block Subsidies, Network Transaction Fees and Pool Operating Fees (each as defined below). The Company’s total compensation is calculated using the following formula: the sum of the Company’s share of (a) Network Block Subsidies and (b) Network Transaction Fees, less (c) Pool Operating Fees. (1) “Network Block Subsidies” means the total amount of block subsidies that are expected to be generated on the bitcoin network as a whole during the 24-hour period beginning at midnight UTC daily (i.e., the measurement period), regardless of whether the mining pool operator successfully records a block to the blockchain. The Company’s share of Network Block Subsidies earned for each measurement period (the “Company’s Network Block Subsidies”) is determined by dividing (a) the total amount of hashrate the Company provides to the mining pool operator, by (b) the total bitcoin network’s implied hashrate (as determined by the bitcoin network difficulty), multiplied by (c) the Network Block Subsidies. (2) “Network Transaction Fees” means the total amount of transaction fees that are actually generated on the blockchain network as a whole during the measurement period. The Company’s share of Network Transaction Fees earned for each measurement period is determined by dividing (a) the total amount of Network Transaction Fees, by (b) the total amount of Network Block Subsidies that are actually generated on the bitcoin network as a whole, multiplied by (c) the Company’s Network Block Subsidies. (3) “Pool Operating Fees” means the fees charged by the mining pool operator for operating the mining pool as set forth on a rate schedule to the mining pool contract. The Pool Operating Fees reduce the total amount of compensation GRIID receives and are only incurred to the extent that GRIID has generated mining revenue during the measurement period. The mining pool operator (i.e., the customer) has a unilateral enforceable right to terminate the contract at any time without substantively compensating the other party for termination. Therefore, the Company has concluded that the duration of the contract is less than 24 hours and that the contract continuously renews throughout the day. Additionally, the Company concluded that the mining pool operator’s (i.e., the customer’s) renewal right is not a material right because the renewal rights do not include any discounts; that is, the terms, conditions, and compensation amounts are at the then-current market rates. For each contract, the Company measures the noncash consideration using the beginning of the day bitcoin spot price on the date of contract inception. The Company recognizes this noncash consideration on the same day that control of the contracted service transfers to the mining pool operator (i.e., the customer), which is the same day as contract inception. Material Contracts with Customers The Company earns revenues from material contracts with customers, the “Data Black River Development and Operation Agreement” and the “Mining Services Agreement”. Refer to discussion within Note 15. Cost of Revenue The Company’s cost of revenue consists primarily of direct costs of earning bitcoin related to mining operations, including electric power costs and other utilities, but excluding depreciation and amortization, which are separately stated in the Company’s consolidated statements of operations. Income Taxes No provision for federal income taxes is presented in these consolidated financial statements as the Company is a limited liability company, and accordingly the Company’s taxable income is allocated to its members for income tax reporting purposes. However, in certain circumstances, the Company may be required to pay income taxes to state or local jurisdictions. For the years ended December 31, 2022 and 2021, the Company was subject to entity-level taxes in certain states; however, the Company recorded no related liability, given its overall net operating loss position. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the consolidated financial statement 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 effects of future tax rate changes are recognized in the period when the enactment of new rates occurs. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the positions taken or the amount of the positions that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the consolidated statements of operations. Unit-based Compensation The Company accounts for its unit-based compensation in accordance with FASB 718, Compensation – Stock Compensation non-employees paid-in Under the fair-value method, unit-based compensation associated with stock awards is determined based on the estimated fair value of the award itself, which is equal to the market value of common units on such date. The Company has selected the accrual method for recognizing compensation costs. The Company recognizes forfeitures as they occur. Unit-based Unit-based non-employees non-employee Segment Information The Company operates as a single operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, reviews financial information on an aggregate basis for the purposes of allocating resources and evaluating financial performance. The Company’s operations are in the United States, and it has derived its revenue from selling hash rate to customers in the United States. All the Company’s assets are located in the United States. Restricted Cash As of December 31, 2022, the Company has $323 of restricted cash related to a utility surety letter of credit for Red Dog. Reclassifications Certain reclassifications have been made within the December 31, 2021 consolidated balance sheet, consolidated statement of operations and consolidated statement of cash flow to conform to the December 31, 2022 consolidated balance sheet, consolidated statement of operations and consolidated statement of cash flow presentation. Recently Issued Accounting Pronouncements Recently Adopted In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP and simplifies the diluted earnings per share (“EPS”) calculation in certain areas. Under this ASU there is no separate accounting for embedded conversion features. It has removed certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 for public companies. The Company notes that it adopted this standard as of January 1, 2022 and elected to adopt the modified transition methodology. The Company did not have any instruments that would require a cumulative catch-up adjustment and therefore, this standard did not have a material impact on the Company’s audited consolidated financial statements. Issued and Not Yet Adopted The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s consolidated financial statements properly reflect the change. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2019-10 |
ADIT EDTECH ACQUISITION CORP [Member] | ||
Basis of Presentation and 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, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. 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, 2023 and December 31, 2022. Cash Held in Trust Account Cash held in Trust Account consist of cash, and, prior to January 2023, United States treasury securities. The Company in January 2023 instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of consummation of the Company’s initial business combination or liquidation. The Company classified its United States Treasury securities held prior to January 2023 as held-to-maturity Held-to-maturity Held-to-maturity Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “Trust interest income” line item in the condensed consolidated statements of operations. Trust interest income is recognized when earned. 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, 2023 and December 31, 2022 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 for additional information on assets and liabilities measured at fair value. 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, 2023 and December 31, 2022, 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 ASC480-10-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 On December 23, 2022, the Company held a special meeting of stockholders in which the stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate its initial Business Combination up to six times at the election of the Company’s board of directors for an additional one month each time (for a maximum of six one-month In connection with the stockholders’ vote at the special meeting of stockholders on December 23, 2022, holders of 25,132,578 shares of Common Stock exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Company’s Trust Account, representing approximately $253.6 million (approximately $10.09 per share). Following such redemptions, the Company had 2,467,422 Public Shares outstanding. In connection with the stockholders’ vote at a special meeting of stockholders held on July 11, 2023, holders of 467,396 shares of common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account, representing approximately $4.9 million (approximately $10.58 per share). Following redemptions, we have 2,000,026 IPO Shares outstanding. Net (Loss) Income 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 shares. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each category for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Redeemable common stock Non- redeemable common stock Redeemable common stock Non- redeemable common stock Redeemable common stock Non- redeemable common stock Redeemable common stock Non- redeemable common stock Basic and diluted net (loss) income per share Numerator: Allocation of net (loss) income $ (56,400 ) $ (188,823 ) $ 540,910 $ 135,228 $ (467,825 ) $ (1,385,134 ) $ 3,700,308 $ 925,077 Denominator: Weighted Average Shares Outstanding 2,060,991 6,900,000 27,600,000 6,900,000 2,330,456 6,900,000 27,600,000 6,900,000 Basic and diluted net (loss) income per $ (0.03 ) $ (0.03 ) $ 0.02 $ 0.02 $ (0.20 ) $ (0.20 ) $ 0.13 $ 0.13 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC340-10-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 ASC815-40, (“ASC815-40”).”The re-assessed At September 30, 2023 and December 31, 2022, the Company has evaluated both the Public Warrants (as defined below) and Private Placement Warrants under ASC 480 and ASC815-40. a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s consolidated statements of operations. On the date of the IPO, the Company’s Private Placement Warrants met the criteria for equity accounting treatment. On December 23, 2021, the Private Placement Warrants were modified such that the Private Placement Warrants no longer meet the criteria for equity treatment. As such, the Private Placement Warrants were treated as derivative liability instruments from the date of the modification. 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, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was (18.14%) and 30.31% for the three months ended September 30, 2023 and 2022, respectively, and (6.64%) and 6.41% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended September 30, 2023 and 2022, 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, 2023 and December 31, 2022. 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 U.S. Department of the Treasury and the Internal Revenue Services have issued initial guidance on which taxpayers may rely on until proposed regulations are published. 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 and any repurchased stock that is statutorily excepted from the excise tax. Because the Company is a Delaware corporation and its common stock is traded on the NYSE American, repurchases of the Company’s stock for cash will be subject to this 1% excise tax, subject to the amount of Common Stock that the Company may issue. The excise tax will be imposed for any taxable year only if the amount of Common Stock repurchased (without regard to the value of stock issued during the year or excepted from the excise tax) exceeds $1 million. Under the initial guidance, the due date for payment of the excise tax for the current taxable year is April 30, 2024. The Company has confirmed that funds in the Trust Account, including the interest earned thereon, shall not be used to pay for any excise tax that may be levied in connection with any redemptions of its Public Shares. On July 11, 2023, holders of 467,396 Public Shares exercised their right to redeem such Public Shares for a total of approximately $4.9 million. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing a Business Combination as of September 30, 2023 and determined that a contingent liability should be calculated and recorded. The referenced contingent liability does not impact the condensed consolidated statements of operations during the referenced period and as pursuant to ASC 480-10-599-3A amoun Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) (“ASU2020-06”) ASU2020-06 ASU2020-06 if-converted ASU2020-06 ASU2020-06 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 consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. 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 of 2002, 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 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 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 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 December 31, 2022 and 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 in and Equity 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 Cash held in Trust Account for redeemed shares represents amount owed to a stockholder for the shares of common stock they elected to redeem in connection with the shareholder meeting held on December 23, 2022, which was not paid at such time due a clerical error, and was subsequently corrected. As of December 31, 2022, the amount due to this stockholder is reflected as common stock to be redeemed in the accompanying consolidated balance sheet. 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 consolidated balance sheets. The fair values of cash and promissory note to related party are estimated to approximate the carrying values as of December 31, 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 of the Private Placement Warrants is classified as Level 3. See Note 6 for additional information on assets 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, 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 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 On December 23, 2022, the Company held a special meeting of stockholders in which the stockholders approved an amendment to the Company’s Amended and Restated Certification of Incorporation to extend the date by which the Company must consummate its initial Business Combination up to six times at the election of the Company’s board of directors for an additional one month each time (for a maximum of six one-month In connection with the stockholders’ vote at the special meeting of stockholders on December 23, 2022, stockholders representing 25,132,578 shares of common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account for approximately $253.6 million (approximately $10.09 per share). Following redemptions, the Company has 2,467,422 Public Shares outstanding. 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 Year Ended December 31, 2022 Year Ended December 31, 2021 Redeemable Non- Redeemable Redeemable Non- Redeemable Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 3,860,456 $ 972,392 $ (2,091,672 ) $ (541,088 ) Denominator: Weighted Average Shares Outstanding including common stock subject to redemption 27,393,431 6,900,000 26,492,055 6,853,151 Basic and diluted net income (loss) per ordinary share $ 0.14 $ 0.14 $ (0.08 ) $ (0.08 ) 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, “Derivatives and Hedging – Contracts in Entity’s Own Stock (“ASC 815-40”).” The is re-assessed at At December 31, 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, 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, 2022 and 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 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 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 NYSE American, repurchases of the Company’s stock will be subject to this 1% excise tax. Recently issued guidance from the Department of the Treasury and the Internal Revenue Service does not exclude the Company’s common stock issued in exchange for units of GRIID limited liability company membership units from reducing the value of repurchased stock for this purpose. If the fair market value of the redeemed Public Shares is netted against the fair market value of the Company’s common stock issued in connection with the Merger, there should be no liability for the stock repurchase excise tax as a result of the redemption of Public Shares. If, however, the new excise tax is imposed on the Company with respect to redemptions of Public Shares in connection with the Merger, the Company will use interest earned on the Trust Account, as permitted by the Amended and Restated Certificate of Incorporation, to satisfy any excise tax liability. 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 2020-06 amends if-converted ASU 2020-06 is ASU 2020-06 would Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
ADIT EDTECH ACQUISITION CORP [Member] | ||
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 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 1940 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. In connection with the stockholders’ vote at the special meeting of stockholders on December 23, 2022, 25,132,578 shares were tendered for redemption. Accordingly, at September 30, 2023, 2,000,026 shares of Common Stock subject to possible redemption is presented at redemption value of $10.93 per share, as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. As of September 30, 2023 and December 31, 2022, common stock subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled in the following table: Common stock subject to possible redemption, December 31, 2022 25,273,823 Add: Remeasurement of carrying value to redemption value 579,858 Common stock subject to possible redemption, March 31, 2023 25,853,681 Add: Remeasurement of carrying value to redemption value 609,241 Common stock subject to possible redemption, June 30, 2023 $ 26,462,922 Less: Redemptions (4,945,692 ) Add: Remeasurement of carrying value to redemption value 334,134 Common stock subject to possible redemption, September 30, 2023 $ 21,851,364 | 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 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 the over-allotment option on January 19, 2021, $276,000,000 was held in the Trust Account. In connection with the stockholders’ vote at the special meeting of stockholders on December 23, 2022, 25,132,578 shares were tendered for redemption. Accordingly, at December 31, 2022, 2,467,422 shares of common stock subject to possible redemption is presented at redemption value of $10.24 per share, as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. As of December 31, 2022 and 2021, common stock subject to possible redemption reflected on the consolidated balance sheets is reconciled in the following table: January 1, 2021 $ — 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 Remeasurement of carrying value to redemption value 2,986,368 Redemptions (253,712,545 ) Common stock subject to possible redemption, December 31, 2022 $ 25,273,823 |
Asset Acquisitions
Asset Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Asset Acquisition [Abstract] | |
Asset Acquisitions | 5. Asset Acquisitions On March 10, 2021, GIB entered into a Purchase and Sale Agreement with Bonner Property Development, LLC, pursuant to which, the Company purchased certain mining and power-related equipment for a cash purchase price of $123. |
Cryptocurrencies
Cryptocurrencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Cryptocurrencies | 5. Cryptocurrencies The following table presents additional information about cryptocurrencies as September 30, December 31, Beginning Balance $ 51 $ 15,050 Cryptocurrencies received from mining 5,987 13,496 Mining services revenue 615 884 Mining pool operating fees (4 ) (19 ) Consideration paid related to operating agreement — (461 ) Proceeds from sale of cryptocurrencies (6,535 ) (26,871 ) Realized gain on sale of cryptocurrencies 273 3,998 Impairment of cryptocurrencies (253 ) (6,026 ) Ending Balance $ 134 $ 51 | 6. Cryptocurrencies The following table presents additional information about cryptocurrencies as follows: Years Ended December 31, December 31, Beginning balance $ 15,050 $ 3,376 Cryptocurrencies received from mining 13,496 30,772 Mining services revenue 884 75 Mining pool operating fees (19 ) (21 ) Consideration paid related to operation agreement (461 ) (150 ) Proceeds from sale of cryptocurrencies (26,871 ) (27,173 ) Proceeds of sale of miner equipment — 217 Realized gain on sale of cryptocurrencies and consideration paid 3,998 16,451 Other expenses recognized — (25 ) Interest payments on notes payable — (1,164 ) Impairment of cryptocurrencies (6,026 ) (7,308 ) Ending balance $ 51 $ 15,050 |
Property and Equipment
Property and Equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | 6. Property and Equipment Property and equipment, net consist of the following: September 30, December 31, 2023 2022 Land $ 421 $ 658 Energy infrastructure 4,234 4,664 General infrastructure 12,434 12,402 IT infrastructure 824 820 Miners 15,833 15,759 Vehicle 76 140 Office furniture and equipment 344 344 Assets not placed in service 662 662 Miner chip inventory 11,498 11,498 Gross property and equipment 46,326 46,947 Less: accumulated depreciation (14,099 ) (9,791 ) Total property and equipment, net $ 32,227 $ 37,156 Depreciation expenses related to property and equipment were $1,320 and $1,815 for the three months ended September 30, 2023 and 2022, respectively. Depreciation expenses related to property and equipment were $4,390 and $5,179 for the nine months ended September 30, 2023 and 2022, respectively. The Company has entered into a supply agreement (see Note 13) where it has committed to purchasing a certain number of units of mining-related equipment. The miner chip inventory is a part of this purchase commitment, which commenced in June 2022. For the three months ended September 30, 2023, the Company sold certain property and equipment for total proceeds of $41 resulting in a gain of $4. For the three months ended September 30, 2022, the Company sold certain property and equipment for total proceeds of $137 resulting in a gain of $90. For the nine months ended September 30, 2023, the Company sold certain property and equipment for total proceeds of $2,132 resulting in a gain of $1,484. For the nine months ended September 30, 2022, the Company sold certain property and equipment for total proceeds of $336 resulting in a gain of $153. For the three and nine months ended September 30, 2023 and 2022, the Company recorded $0 of impairment related to certain miners and related property. The Company has reassessed the useful life of the fixed assets being reported within IT Infrastructure for the year-ended December 31, 2022 from 10 years to 5 years. This is a change in the useful life and is also a change in accounting estimate under ASC 350 and ASC 360. At the time of this change, the Company performed a physical inventory count and abandoned some fixed assets before the end of their useful life. | 7. Property and Equipment Property and equipment, net consist of the following: Years Ended December 31, December 31, Land $ 659 $ 422 Assets not placed into service 662 — Energy infrastructure 4,664 6,079 General infrastructure 12,402 4,584 IT infrastructure 820 965 Miners 15,759 12,962 Vehicle 140 64 Office furniture and equipment 343 89 Miner chip inventory 11,498 — Gross property and equipment $ 46,947 $ 25,165 Less: accumulated depreciation (9,791 ) (4,063 ) Total property and equipment, net $ 37,156 $ 21,102 Depreciation expenses related to property and equipment was $6,936 and $3,184 for years ended December 31, 2022 and 2021, respectively. The Company has entered into a supply agreement (see Note 15) where it has committed to purchasing a certain number of units of mining-related equipment. The miner chip inventory is a part of this purchase commitment, which commenced in June 2022. For the year ended December 31, 2022, the Company sold certain property and equipment for total proceeds of $589 resulting in a loss of $16. For the year ended December 31, 2021, the Company sold certain property and equipment for proceeds of $1,117 resulting in a gain of $956. For the year ended December 31, 2022, the company performed a full physical count of all fixed assets across all locations. During this physical count, there were some assets that were reclassified to their respective categories as well as assets being disposed. There was $651 included in the loss of fixed assets due to the physical count. For the year ended December 31, 2022, the Company recorded $95 of impairment related to certain miners and related property. For the year ended December 31, 2021, the Company recorded $424 in impairment of property and equipment related to certain miners that were either no longer usable or were no longer contributing to the Company’s hash rate. The Company has reassessed the useful life of the fixed assets being reported within IT Infrastructure for the year ended December 31, 2022 from 10 |
Leases
Leases | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Leases | 7. Leases In February 2021, GIB entered into a lease agreement for a commercial property with Gateway Rental Properties, LLC, to be used for general office and administrative purposes. The lease commenced on March 1, 2021. The monthly rent on the lease, which includes CAM, interest, and taxes, is approximately $3. The initial term of the lease is for two years, with an option to renew for an additional two-year The Company, therefore, has accounted for the lease as a finance lease, resulting in a lease liability and ROU asset of $338 recorded as of the lease commencement date. A rate commensurate with assets of a similar term of 15.2%, as estimated by management, was used to discount the future payments on the lease to their present value. At the end of the lease term, the Company was not able to exercise the purchase option and renewed the lease with no purchase option for two years, commencing on March 31, 2022. Since the Company did not purchase the building, the Company recorded a gain on extinguishment of lease for $375. In August 2021, GRIID entered into a ground lease agreement with a Tennessee resident, the landlord, for 2 acres of unencumbered land in Lenoir City, Tennessee. On February 8, 2022, the lease was assigned to Ava Data. The lease commenced on November 6, 2021. The monthly rent on the lease is $15. The lease contained an option to prepay base rent in the amount equal to the outstanding principal balance and accrued interest under the landlord’s Promissory Note dated July 5, 2021, in the original principal amount of $175 (the “Note”) and receive a credit against the next monthly payments of base rent due under the lease in an amount equal to the rent prepayment discounted against such base rent at a 4% discount. GRIID exercised this prepay option, resulting in a base rent prepayment of $170. The initial term of the lease is for five years, with an option to renew it for an additional five-year period that the Company is reasonably certain to exercise. The lease also contains an option to purchase the property at any time after the one-year On January 5, 2022, the Company entered into a lease agreement for commercial property to be used for distribution, mining operations, and warehouse and office space in Rutledge, Tennessee. The lease commenced on January 1, 2022 for 10,000 square feet of the building and on February 1, 2022 for the remaining 37,906 square feet of the building. The monthly rent on the lease is $16. The initial term of the lease is for five years. The lease includes an option to renew for an additional five-year period that the Company is reasonably certain to exercise. The monthly base rent during the renewal term is $18. Monthly rent for the initial and optional renewal term does not include CAM, insurance or taxes as the payments are variable. The Company has accounted for the lease as an operating lease resulting in a lease liability and ROU asset of $1,315 recorded as of the lease commencement date. A rate commensurate with assets of a similar term of 9.0%, as estimated by management, was used to discount the future payments on the lease to their present value. On March 1, 2023, GIB entered into a lease agreement for a commercial property with Gateway Rental Properties, LLC, to be used for general office and administrative purposes. The lease contains no purchase option. The monthly rent on the lease, which includes CAM, interest, and taxes, is approximately $3. The initial term of the lease is for two years, with an option to renew for an additional two-year On March 4, 2022, the Company entered into a thirty-nine-month lease agreement for a truck. The lease commenced on March 4, 2022. The monthly lease payments on the truck are $1. Because the lease contains an option to purchase the truck at the end of the lease that the Company is reasonably certain to exercise, the Company has accounted for the lease as a finance lease, resulting in a lease liability and ROU asset of $47 recorded as of the lease commencement date. A rate commensurate with assets of a similar term of 4.7%, as estimated by management, was used to discount the future payments on the lease to their present value. On March 15, 2022, the Company entered into a two-year On April 25, 2022, the Company entered a one-year Finance and operating lease assets and lease liabilities are as follows: September 30, December 31, Lease Classification Classification 2023 2022 Assets Current Operating Current assets $ — $ — Finance Current assets 1 1 Long-term Operating Long-term assets 2,327 2,454 Finance Long-term assets 49 96 Total right-of-use $ 2,377 $ 2,551 Liabilities Current Operating Short-term lease liability $ 225 $ 205 Finance Short-term lease liability 6 377 Noncurrent Operating Long-term lease liability 2,167 2,300 Finance Long-term lease liability 94 98 Total lease liabilities $ 2,492 $ 2,980 The components of lease expense were as follows: Three Months Ended Nine Months Ended Sep 30, Sep 30, Sep 30, Sep 30, 2023 2022 2023 2022 Operating lease expense $ 112 $ 104 $ 328 $ 203 Finance lease expense Amortization on ROU assets 7 48 48 94 Interest on lease liabilities 1 15 13 29 Short-term lease expense 15 25 45 49 Total lease expense $ 135 $ 192 $ 434 $ 375 Other information related to leases was as follows: Nine Months Ended Nine Months Ended Sep 30, 2023 Sep 30, 2022 Weighted average remaining lease term (in years) Operating leases 8.1 9.1 Finance leases 2.2 1.0 Weighted average discount rate: Operating leases 8.1 % 8.0 % Finance lease 4.6 % 12.7 % Three Months Ended Nine Months Ended Sep 30, Sep 30, Sep 30, Sep 30, Cash paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $ 107 $ 56 $ 316 $ 143 Operating cash flows from finance leases $ 2 $ 11 $ 14 $ 34 ROU assets obtained in exchange for lease obligations Operating leases $ — $ — $ 55 $ 1,375 Finance lease $ — $ — $ — $ 47 Future minimum lease payments under non-cancellable Year Operating Leases Finance Leases Remainder of 2023 $ 107 $ 2 2024 402 10 2025 371 32 2026 367 65 2027 412 — 2028 412 — Thereafter 1,220 — Total future minimum lease payments 3,291 109 Less: imputed interest (899 ) (10 ) Total 2,392 99 Plus: lease asset, current — 1 Less: lease liability, current (225 ) (6 ) Total long-term lease liability $ 2,167 $ 94 | 8. Leases In February 2021, GIB entered into a lease agreement for a commercial property with Gateway Rental Properties, LLC, to be used for general office and administrative purposes. The lease commenced on March 1, 2021. The monthly rent on the lease, which includes CAM, interest, and taxes, is approximately $3. The initial term of the lease is for two years, with an option to renew for an additional two-year In August 2021, GRIID entered into a ground lease agreement with a Tennessee resident, the landlord, for 2 acres of unencumbered land in Lenoir City, Tennessee. On February 8, 2022, the lease was assigned to Ava Data. The lease commenced on November 6, 2021. The monthly rent on the lease is $15. The lease contained an option to prepay base rent in the amount equal to the outstanding principal balance and accrued interest under the landlord’s Promissory Note dated July 5, 2021, in the original principal amount of $175 (the “Note”) and receive a credit against the next monthly payments of base rent due under the lease in an amount equal to the rent prepayment discounted against such base rent at a 4% discount. GRIID exercised this prepay option, resulting in a base rent prepayment of $170. The initial term of the lease is for five years, with an option to renew it for an additional five-year period that the Company is reasonably certain to exercise. The lease also contains an option to purchase the property at any time after the one-year On January 5, 2022, the Company entered into a lease agreement for commercial property to be used for distribution, mining operations, and warehouse and office space in Rutledge, Tennessee. The lease commenced on January 1, 2022 for 10,000 square feet of the building and on February 1, 2022 for the remaining 37,906 square feet of the building. The monthly rent on the lease is $16. The initial term of the lease is for five years On March 4, 2022, the Company entered into a thirty-nine-month lease agreement for a truck. The lease commenced on March 4, 2022. The monthly lease payments on the truck are $1. Because the lease contains an option to purchase the truck at the end of the lease that the Company is reasonably certain to exercise, the Company has accounted for the lease as a finance lease, resulting in a lease liability and ROU asset of $47 recorded as of the lease commencement date. A rate commensurate with assets of a similar term of 4.7%, as estimated by management, was used to discount the future payments on the lease to their present value. On March 15, 2022, the Company entered into a two-year On April 25, 2022, the Company entered a one-year Finance and operating lease assets and lease liabilities are as follows: Lease Classification Classification December 31, 2022 December 31, 2021 Assets Current Operating Current assets $ — $ 60 Finance Current assets 1 20 Long-term Operating Long-term assets 2,454 1,289 Finance Long-term assets 96 241 Total right-of-use assets $ 2,551 $ 1,610 Liabilities Current Operating Short-term lease liability $ 205 $ — Finance Short-term lease liability 377 — Noncurrent Operating Long-term lease liability 2,300 1,209 Finance Long-term lease liability 98 433 Total lease liabilities $ 2,980 $ 1,642 The components of lease expense were as follows: Year Ended December 31, December 31, Operating lease expense $ 412 $ 30 Finance lease expense Amortization on ROU assets 192 151 Interest on lease liabilities 59 46 Short-term lease expense 86 54 Total lease expense $ 749 $ 281 Other information related to leases was as follows: Year Ended December 31, December 31, Weighted average remaining lease term (in years) Operating leases 8.8 9.9 Finance leases 0.8 1.6 Weighted average discount rate: Operating leases 8.0 % 7.0 % Finance lease 12.7 % 13.6 % Year Ended December 31, December 31, Cash paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $ 222 $ 170 Operating cash flows from finance leases $ 45 $ 32 ROU assets obtained in exchange for lease obligations Operating leases $ 1,375 $ 1,306 Finance lease $ 47 $ 338 Future minimum lease payments under non-cancellable Year Operating Leases Finance Leases 2023 $ 398 $ 390 2024 371 10 2025 366 32 2026 367 66 2027 412 — 2028 412 — Thereafter 1,220 — Total future minimum lease payments 3,546 498 Less: imputed interest (1,041 ) (23 ) Total 2,505 475 Plus: lease asset, current — — Less: lease liability, current (205 ) (377 ) Total long-term lease liability $ 2,300 $ 98 |
Long-Term Deposits
Long-Term Deposits | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Deposits [Abstract] | ||
Long-Term Deposits | 8. Long-Term Deposits September 30, December 31, 2023 2022 Deposits on property and equipment $ 5,305 $ 4,846 Other long-term deposits 95 95 Total long-term deposits $ 5,400 $ 4,941 | 9. Long-Term Deposits December 31 2022 December 31, Supply Agreement deposit $ — $ 10,000 Deposits on property and equipment 4,873 — Other long-term deposits 68 519 Total long-term deposits $ 4,941 $ 10,519 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accrued Liabilities, Current [Abstract] | ||
Accrued Expenses and Other Current Liabilities | 9. Accrued Expenses and Other Current Liabilities September 30, December 31, 2023 2022 Accrued legal $ 2,198 $ 2,198 Accrued professional fees — 60 Accrued wages and benefits 980 251 Other accrued expenses and other current liabilities 565 666 Total accrued expenses and other current liabilities $ 3,743 $ 3,175 | 10. Accrued Expenses and Other Current Liabilities December 31, December 31, Accrued legal $ 2,198 $ 1,250 Accrued professional fees 460 367 Other accrued expenses and other current liabilities 517 545 Total accrued expenses and other current liabilities $ 3,175 $ 2,162 |
Debt and Warrants
Debt and Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Debt and Warrants | 10. Debt and Warrants On July 1, 2020, the Company entered into the Amended and Restated Notes Payable Agreement, increasing the aggregate notes payable amount to $16,500, by allowing for a second tranche in the amount of $10,000, with a maturity date of the third anniversary of the second tranche funding date. The second tranche comprised a Cryptocurrency Note Payable and a U.S. Dollar Note Payable with the following terms. The accounting for the Second Amendment included two separate components which included (1) a change in the fair value of the embedded derivative and (2) a loss on extinguishment of debt. The Second Tranche Cryptocurrency Note Payable was for an aggregate principal amount not to exceed $2,400 plus any PIK amounts. Interest was payable at variable rates between 7% and 13% per annum, determined based upon the Company’s liquidity ratio, as defined in the agreement. The Company received the proceeds of the Second Tranche Cryptocurrency Note Payable in U.S. Dollars, but was obligated to repay the loan in bitcoin, specifically 238.3 bitcoin, based on the spot rate when the cash was received. The Second Tranche U.S. Dollar Note Payable was for an aggregate principal amount not to exceed $7,600 plus any PIK amounts and PIK expenses. Interest was payable at a variable rate between 10% and 18% per annum, determined based upon the Company’s liquidity ratio, as defined in the agreement. The Company could elect to borrow under the Second Tranche U.S. Dollar Note Payable even if the aggregate amount of the First Tranche U.S. Dollar Note Payable outstanding is less than the maximum aggregate value of the First Tranche U.S. Dollar Note Payable permitted under the agreement. The Notes Payable could be prepaid at any time, subject to an early termination fee of 10% of the interest that would have accrued in respect of such prepaid note payable amount for the period from the date of the prepayment until the maturity date. Amounts repaid under the Notes Payable may not be reborrowed. The Company’s obligations under the Notes Payable Agreement were secured by substantially all the Company’s assets. The Notes Payable Agreement contained several affirmative, negative, reporting, and financial covenants, in each case subject to certain exceptions and materiality thresholds. The minimum interest coverage ratio, commencing with the fiscal quarter ending June 30, 2020 and so long as any note payable balance remains unpaid or outstanding, was to be at least 2.50:1.00. The Company was to also maintain liquidity of more than the lesser of $1,500 or 10% of the aggregate note payable balance. In connection with the Amended and Restated Notes Payable Agreement, on July 2020, the Company granted the lender a warrant to purchase 10 fully paid and nonassessable Class B Units of the Company at a price per unit of $1.00. The warrant vested immediately and expires on July 30, 2028. The warrant may be net share settled. The warrant is equity classified and recorded at a fair value of $15 in members equity. In September 2021, the Company entered into the Second Amended and Restated Loan Agreement (the “2nd A&R Loan Agreement”) for an aggregate amount up to $126,746, consisting of a First Tranche Loan of $43,746 and a Second Tranche Loan of $83,000 (collectively the “Loans”), each with a maturity date of September 23, 2025. As part of the First Tranche Loan, the existing Notes Payable, which had an outstanding balance of $33,746, inclusive of accrued interest and the Cryptocurrency Note Payable embedded derivative, were amended and restructured so that the outstanding principal and accrued and unpaid interest in respect to the Cryptocurrency Note Payable were deemed instead to be U.S. dollar denominated. In addition, the First Tranche Loan was amended to provide for an additional $10,000 in funding to enable the Company to pay an initial deposit of $10,000 pursuant to a supply agreement with a vendor (the “Supply Agreement”) (see Note 13 for further details regarding the supply agreement). The Second Tranche Loans and the related proceeds will be used to purchase Digital Currency Miners and to pay related costs. Interest on the Loans was payable at a fixed rate of 9% per annum and following the date of the first order of Digital Currency Miners under the Supply Agreement (the “Cash Interest Payment Commencement Date”) at a rate between 9% and 11% per annum, determined based upon the Company’s leverage ratio, as defined in the Second Amended and Restated Loan Agreement. The Company had the option to treat loan fees associated with the Second Tranche Loan payable on or prior to the Cash Interest Payment Commencement Date as in-kind. The Company accounted for the 2nd A&R Loan Agreement as a debt modification under GAAP. As such, the Company continued to amortize the remaining unamortized debt discount as of the debt modification date over the term of the Amended and Restated Notes Payable, as the results were deemed not materially different from amortizing the unamortized debt discount over the term of the Modified Loan. The Company did not incur any additional creditor fees to be capitalized and amortized or expensed over the term of the Modified Loan based upon the effective interest rate. On November 19, 2021 (the “Third Amendment Closing Date”), the Company entered into the Third Amended and Restated Credit Agreement (the “3rd A&R Loan Agreement”) for an aggregate amount up to $535,375, consisting of (i) First Tranche Loans outstanding under the 2nd A&R Loan Agreement in an aggregate principal amount equal to $44,375 and an additional First Tranche Loan on or about the Closing Date of $2,000; (ii) a Second Tranche Loan of $89,000; (iii) a Third Tranche Loan of $200,000 and; (iv) a Fourth Tranche Loan of $200,000 (collectively the “Third Amendment Loans”), each with a maturity date of September 23, 2025. The proceeds of the initial Second Tranche Draw will be used to purchase components of Digital Currency Miners and related assets and fund operations under an agreement with the lender (the “Hosting Agreement”). Under the Hosting Agreement, in exchange for the Company building and managing bitcoin mining sites (the “hosted bitcoin mining sites”) and mining bitcoin from the hosted bitcoin mining sites, the lender will receive the bitcoin mined, less a hosting fee paid back to the Company. The proceeds of the subsequent Second Tranche Loan will be net of an $8,000 origination fee and the proceeds will be used to pay related costs including ODM packaging expenses. The proceeds of the Third and Fourth Tranche Loans will be used to purchase digital currency miners and related assets and with respect to no more than 25% of the aggregate initial principal borrowings under the tranches, to fund the Company’s working capital needs and other general corporate expenses. Interest on the additional First Tranche Loan and Second Tranche Loan is payable at a fixed rate equal to 7% per annum and will be payable “in-kind” “paid-in-kind” The loans under the 3rd A&R Loan Agreement may be prepaid at any time, subject to an early termination fee of (a) with respect to the First Tranche Loans, Second Tranche Loans and Third Tranche Loans, 15% of the interest payable that would have been accrued in respect of the prepaid Third Amendment Loan amount for the period from the date of the prepayment until the maturity date and (b) with respect to the Fourth Tranche Loans, either (i) to the extent the payment is made on or prior to the first anniversary of the date of borrowing or (ii) to the extent the payment is made after the first anniversary of the date of borrowing and on or prior to the second anniversary of the date of borrowing, 30% of the interest that would have been accrued with respect to the prepaid Third Amendment Loan amount for the period from the date of the prepayment until the maturity date or (iii) otherwise 15% of the interest payable that would have been accrued with respect to the prepaid Third Amendment Loan amount for the period from the date of the prepayment until the maturity date. Amounts repaid under the Third Amendment Loan may not be reborrowed. The 3rd A&R Loan Agreement contains affirmative, negative, reporting, and financial covenants, which are subject to certain exceptions and materiality thresholds. The Company’s obligations under the 3rd A&R Loan Agreement are secured by substantially all the Company’s assets. In connection with the 3rd A&R Loan Agreement, the Company will issue to the lender the right to receive warrants (the “Supplemental Warrants”), exercisable for shares of Common Stock, subject to certain conditions set forth in the Third Amendment. The total number of Supplemental Warrants to be issued shall be based upon the total borrowings under the Second, Third, and Fourth Tranches of the Third Amendment Loans, such that the number of Supplemental Warrants to be issued to the lender when added to the number of shares of Common Stock to be received by the lender at the closing of the Merger in exchange for its existing warrants will range from 1.85% to 3% of the fully diluted equity of ADEX immediately following the closing of the Merger (after taking into account all stockholder redemptions), or 2.25% if the Company fails to draw down any of these tranches. The Company will execute and deliver the Supplemental Warrants upon the earliest of (i) the consummation of a SPAC transaction, (ii) September 30, 2022 (provided that if consummation of a SPAC transaction shall be pending as of September 30, 2022 subject only to approval of governmental authorities, such date shall be automatically extended until the date such approval is rendered or denied), and (iii) the repayment or acceleration of the Loans. The Supplemental Warrants will have a strike price if a SPAC transaction will have occurred equal to $10.00, or otherwise, consistent with the Company’s most recent valuation under ASC 820 at the time of execution and delivery of the Supplemental Warrant agreement. Up to 75% of the Supplemental Warrants shall be freely transferrable other than to Disqualified Institutions, as defined in the Third Amendment, and any remainder will be freely transferrable to lenders and their affiliates. The Supplemental Warrants will be on commercially reasonable terms satisfactory to the lender. As of the date of the 3rd A&R Loan Agreement, the Company has an obligation to issue the Supplemental Warrants in the future. Since the number of Supplemental Warrants to be issued varies depending upon the amount of the related debt that is drawn down, the Company has accounted for and classified the Supplemental Warrants as liabilities. Under the 3rd A&R Loan Agreement, there is a fee equal to $8,000 (“Origination Fee”) that was earned upon the Third Amendment Closing Date and due upon the earliest of the (i) funding of the subsequent Second Tranche, (ii) the initial funding of the Third Tranche, (iii) the initial funding of the Fourth Tranche, and (iv) the Termination Date. The Origination Fee may be paid in cash or, as applicable, at the Company’s election, net funded from the proceeds of the Second Tranche draw and/or Third Tranche draw. Since the Origination Fee essentially represents an incremental lender fee and is earned upon the Third Amendment Closing Date, it has been included in the total loss on extinguishment of debt. As the Origination Fee was not yet payable, a corresponding lender fee payable was recorded on the consolidated balance sheet as of December 31, 2021. The Company did not incur any additional creditor fees nor fees paid to third parties related to the 3rd A&R Loan Agreement. The Company accounted for the 3rd A&R Loan Agreement as a debt extinguishment under ASC 470-50, non-cash On May 2, 2022, the Company drew down an additional $6,000 under the 3rd A&R Loan Agreement. The proceeds of this draw were to purchase components of Digital Currency Miners and related assets and fund operations under an agreement with the lender (the “Hosting Agreement”). Interest on this debt is due monthly at 7%, payable monthly, and the amount is due upon maturity of the debt. On June 8, 2022, the Company drew down $1,531 under the note for the payment for miner chip agreement. This amount was paid directly to the supplier upon execution of the purchase orders and the Company recorded this amount as additional debt per the agreement. Interest on this debt is due monthly at 11%, payable monthly, and the amount is due upon maturity of the debt. The Company is required to always ensure the Mined Currency on deposit in a Mined Currency Account, each as defined in the 3rd A&R Loan Agreement, with the lender is greater than or equal to a value equal to 50% of all Mined Currency, excluding amounts used for operating expenses of the Company in the ordinary course of business or other purposes consented to in writing. As of September 30, 2023 and 2022, the Company had 0.02 BTC and 1.46 BTC, respectively, deposited within its Mined Currency Account with the lender, which are included in cryptocurrencies on the accompanying consolidated balance sheets. On June 9 and 11, 2022, the Company received letters from Blockchain Access UK Ltd. (“Blockchain”) asserting that the Company was in default of its obligations under the 3rd A&R Loan Agreement and purporting to cancel Blockchain’s commitments under the 3rd A&R Loan Agreement and accelerate the Company’s indebtedness thereunder. On October 9, 2022, the Company entered into the Fourth Amended and Restated Credit Agreement (the “4th A&R Loan Agreement”) with Blockchain. Pursuant to the 4th A&R Loan Agreement, the loan has a principal of $57,433 and will mature on September 23, 2025. Interest will be payable in kind at the Applicable Rate (10%) until the Cash Interest Payment Commencement Date. There are no covenant arrangements, except for monthly and quarterly reporting. Pursuant to the 4th A&R Loan Agreement, the debt was recorded at fair value. The difference between the fair value and the stated principal amount will be accreted to interest expense over the term of the debt and recorded as debt discount on the consolidated balance sheet, netted against notes payable. In connection with the 4th A&R Loan Agreement, GRIID Holdco LLC issued a warrant (the “Blockchain Warrant”) to an affiliate of Blockchain exercisable for 1,377,778 Class B Units of GRIID Holdco LLC with a strike price of $0.01, which number of Class B Units will be adjusted immediately prior to the closing of the merger transaction such that the number of Class B Units, when exchanged for merger consideration, will be equal to 10% of the issued and outstanding common stock of GRIID Infrastructure Inc. immediately following the closing of the merger. While the Blockchain Warrant provides for GRIID Holdco LLC Class B units to be issued if the merger transaction is not completed, management believes that the probability of not completing the merger transaction is de minimis, and as a result, has performed this analysis only assuming that the Blockchain Warrant will convert into GRIID Infrastructure Inc. common shares. The Company accounted for the 4th A&R Loan Agreement as a debt extinguishment under ASC 470-50. In connection with the entry into the 4th A&R Loan Agreement, Blockchain waived any potential defaults under the 3rd A&R Loan Agreement. In the third and fourth quarters of 2022 and first three quarters of 2023, the Company completed private placements (the “bridge financings”) with certain accredited investors pursuant to which the Company issued promissory notes in the aggregate principal face amount of $12,348 (the “promissory notes”) and a recognition of warrant liability of $22,353. The promissory notes have an interest rate of 15.0% per annum and effective interest rate of 22.5%. Subject to mandatory or optional repayment of the promissory notes, the outstanding principal amount of the promissory notes, together with all accrued and unpaid interest thereon, is due after one year of commencement (the “maturity date”). In the event that New GRIID issues shares of its common stock to GEM Yield Bahamas Limited (“GYBL”) pursuant to that certain share purchase agreement (the “Share Purchase Agreement”), dated as of September 9, 2022, among GYBL, GEM Global Yield LLC SCS (the “Purchaser”), ADEX and the Company prior to the maturity date, the proceeds from such issuance must be used prepay the then outstanding principal amount of the promissory notes, together with all accrued and unpaid interest thereon. In the third quarter 2023, the Company recorded an $806 adjustment related to the recording of accrued interest of these bridge loan placements, increasing interest expense, of which $400 was an out of period error. The Company determined that this adjustment was not material to any of the prior periods impacted. The promissory notes contain certain events of default, including, without limitation, non-payment, In the third quarter 2023, two of the bridge financing loans were modified to extend the term of the loans an additional six months. The modifications were accounted for as a troubled debt restructuring under ASC 470-60 and accounted for on a prospective basis with interest expense for future periods to be computed by the interest method, using an effective interest rate. No gain or loss was recognized and no interest forgiven on the modifications noted. For the nine months ended September 30, 2023 and 2022, the Company recognized total interest expense related to the Notes Payable and Tranche Loans of $ and $ , respectively, which included amortization of the debt discount associated with the aforementioned warrants and supplemental warrants of $ and $ , respectively. Aggregate annual future maturities of the Loans as of September 30, 2023 are as follows: Year Total Remainder of 2023 $ 2,053 2024 10,295 2025 57,433 2026 — Total $ 69,781 Less: Unamortized debt discount (14,923 ) Plus: Capitalized interest 5,645 Total U.S. dollar notes payable, net $ 60,503 | 11. Debt and Warrants On July 1, 2020, the Company entered into the Amended and Restated Notes Payable Agreement, increasing the aggregate notes payable amount to $16,500, by allowing for a second tranche in the amount of $10,000, with a maturity date of the third anniversary of the second tranche funding date. The second tranche comprised a Cryptocurrency Note Payable and a U.S. Dollar Note Payable with the following terms. The accounting for the Second Amendment included two separate components which included (1) a change in the fair value of the embedded derivative and (2) a loss on extinguishment of debt. The Second Tranche Cryptocurrency Note Payable was for an aggregate principal amount not to exceed $2,400 plus any PIK amounts. Interest was payable at variable rates between 7% and 13% per annum, determined based upon the Company’s liquidity ratio, as defined in the agreement. The Company received the proceeds of the Second Tranche Cryptocurrency Note Payable in U.S. Dollars, but was obligated to repay the loan in bitcoin, specifically 238.3 bitcoin, based on the spot rate when the cash was received. The Second Tranche U.S. Dollar Note Payable was for an aggregate principal amount not to exceed $7,600 plus any PIK amounts and PIK expenses. Interest was payable at a variable rate between 10% and 18% per annum, determined based upon the Company’s liquidity ratio, as defined in the agreement. The Company could elect to borrow under the Second Tranche U.S. Dollar Note Payable even if the aggregate amount of the First Tranche U.S. Dollar Note Payable outstanding is less than the maximum aggregate value of the First Tranche U.S. Dollar Note Payable permitted under the agreement. The Notes Payable could be prepaid at any time, subject to an early termination fee of 10% of the interest that would have accrued in respect of such prepaid note payable amount for the period from the date of the prepayment until the maturity date. Amounts repaid under the Notes Payable may not be reborrowed. The Company’s obligations under the Notes Payable Agreement were secured by substantially all the Company’s assets. The Notes Payable Agreement contained several affirmative, negative, reporting, and financial covenants, in each case subject to certain exceptions and materiality thresholds. The minimum interest coverage ratio, commencing with the fiscal quarter ending June 30, 2020 and so long as any note payable balance remains unpaid or outstanding, was to be at least 2.50:1.00. The Company was to also maintain liquidity of more than the lesser of $1,500 or 10% of the aggregate note payable balance. In connection with the Amended and Restated Notes Payable Agreement, on July 2020, the Company granted the lender a warrant to purchase 10 fully paid and nonassessable Class B Units of the Company at a price per unit of $1.00. The warrant vested immediately and expires on July 30, 2028. The warrant may be net share settled. The warrant is equity classified and recorded at a fair value of $15 in members equity. In September 2021, the Company entered into the Second Amended and Restated Loan Agreement (the “ 2 nd ”) for an aggregate amount up to $126,746, consisting of a First Tranche Loan of $43,746 and a Second Tranche Loan of $83,000 (collectively the “Loans”), each with a maturity date of September 23, 2025. As part of the First Tranche Loan, the existing Notes Payable, which had an outstanding balance of $33,746, inclusive of accrued interest and the Cryptocurrency Note Payable embedded derivative, were amended and restructured so that the outstanding principal and accrued and unpaid interest in respect to the Cryptocurrency Note Payable were deemed instead to be U.S. dollar denominated. In addition, the First Tranche Loan was amended to provide for an additional $10,000 in funding to enable the Company to pay an initial deposit of $10,000 pursuant to a supply agreement with a vendor (the “Supply Agreement”) (see Note 14 for further details regarding the supply agreement). The Second Tranche Loans and the related proceeds will be used to purchase Digital Currency Miners and to pay related costs. Interest on the Loans was payable at a fixed rate of 9% per annum and following the date of the first order of Digital Currency Miners under the Supply Agreement (the “Cash Interest Payment Commencement Date”) at a rate between 9% and 11% per annum, determined based upon the Company’s leverage ratio, as defined in the Second Amended and Restated Loan Agreement. The Company had the option to treat loan fees associated with the Second Tranche Loan payable on or prior to the Cash Interest Payment Commencement Date as in-kind. The Company accounted for the 2nd A&R Loan Agreement as a debt modification under GAAP. As such, the Company continued to amortize the remaining unamortized debt discount as of the debt modification date over the term of the Amended and Restated Notes Payable, as the results were deemed not materially different from amortizing the unamortized debt discount over the term of the Modified Loan. The Company did not incur any additional creditor fees to be capitalized and amortized On November 19, 2021 (the “Third Amendment Closing Date”), the Company entered into the Third Amended and Restated Credit Agreement (the “3 rd nd “in-kind” rd “paid-in-kind” rd The loans under the 3rd A&R Loan Agreement may be prepaid at any time, subject to an early termination fee of (a) with respect to the First Tranche Loans, Second Tranche Loans and Third Tranche Loans, 15% of the interest payable that would have been accrued in respect of the prepaid Third Amendment Loan amount for the period from the date of the prepayment until the maturity date and (b) with respect to the Fourth Tranche Loans, either (i) to the extent the payment is made on or prior to the first anniversary of the date of borrowing or (ii) to the extent the payment is made after the first anniversary of the date of borrowing and on or prior to the second anniversary of the date of borrowing, 30% of the interest that would have been accrued with respect to the prepaid Third Amendment Loan amount for the period from the date of the prepayment until the maturity date or (iii) otherwise 15% of the interest payable that would have been accrued with respect to the prepaid Third Amendment Loan amount for the period from the date of the prepayment until the maturity date. Amounts repaid under the Third Amendment Loan may not be reborrowed. The 3 rd rd In connection with the 3rd A&R Loan Agreement, the Company will issue to the lender, the right to receive warrants (the “Supplemental Warrants”), exercisable for shares of Common Stock, subject to certain conditions set forth in the Third Amendment. The total number of Supplemental Warrants to be issued shall be based upon the total borrowings under the Second, Third, and Fourth Tranches of the Third Amendment Loans, such that the number of Supplemental Warrants to be issued to the lender when added to the number of shares of Common Stock to be received by the lender at the closing of the Merger in exchange for its existing warrants will range from 1.85% to 3% of the fully diluted equity of ADEX immediately following the closing of the Merger (after taking into account all stockholder redemptions), or 2.25% if the Company fails to draw down any of these tranches. The Company will execute and deliver the Supplemental Warrants upon the earliest of (i) the consummation of a SPAC transaction, (ii) September 30, 2022 (provided that if consummation of a SPAC transaction shall be pending as of September 30, 2022 subject only to approval of governmental authorities, such date shall be automatically extended until the date such approval is rendered or denied), and (iii) the repayment or acceleration of the Loans. The Company notes that as the consummation of a SPAC transaction remained pending as of December 31, 2022 subject only to approval of governmental authorities, the date has been extended until the date such approval is rendered or denied. The Supplemental Warrants will have a strike price if a SPAC transaction will have occurred equal to $10.00, or otherwise, consistent with the Company’s most recent 409A valuation at the time of execution and delivery of the Supplemental Warrant agreement. Up to 75% of the Supplemental Warrants shall be freely transferrable other than to Disqualified Institutions, as defined in the Third Amendment, and any remainder will be freely transferrable to lenders and their affiliates. The Supplemental Warrants will be on commercially reasonable terms satisfactory to the lender. As of the date of the 3rd A&R Loan Agreement, the Company has an obligation to issue the Supplemental Warrants in the future. Since the number of Supplemental Warrants to be issued varies depending upon the amount of the related debt that is drawn down, the Company has accounted for and classified the Supplemental Warrants as liabilities. Under the 3rd A&R Loan Agreement, there is a fee equal to $8,000 (“Origination Fee”) that was earned upon the Third Amendment Closing Date and due upon the earliest of the (i) funding of the subsequent Second Tranche, (ii) the initial funding of the Third Tranche, (iii) the initial funding of the Fourth Tranche, and (iv) the Termination Date. The Origination Fee may be paid in cash or, as applicable, at the Company’s election, net funded from the proceeds of the Second Tranche draw and/or Third Tranche draw. The Company accounted for the 3rd A&R Loan Agreement as a debt extinguishment under ASC 470-50, Since the Origination Fee essentially represents an incremental lender fee and is earned upon the Third Amendment Closing Date, it has been included in the total loss on extinguishment of debt. As the Origination Fee was not yet payable, a corresponding lender fee payable was recorded on the consolidated balance sheet as of December 31, 2021. The Company did not incur any additional creditor fees nor fees paid to third parties related to the 3rd A&R Loan Agreement. On May 2, 2022, the Company drew down an additional $6,000 under the 3 rd On June 8, 2022, the Company drew down $1,531 under the note for the payment for miner chip agreement (see Note 15). This amount was paid directly to the supplier upon execution of the purchase orders and the Company recorded this amount as additional debt per the agreement. Interest on this debt is due monthly at 11%, payable monthly, and the amount is due upon maturity of the debt. The Company is required to always ensure the Mined Currency on deposit in a Mined Currency Account, each as defined in the 3 rd On June 9 and 11, 2022, the Company received letters from Blockchain Access UK Ltd. (“Blockchain”) asserting that the Company was in default of its obligations under the 3 rd rd On October 9, 2022, the Company entered into the Fourth Amended and Restated Credit Agreement (the “4 th th Pursuant to the 4 th In connection with the 4 th The Company accounted for the 4 th th rd th th In connection with the entry into the 4 th rd In the third and fourth quarters of 2022, the Company completed private placements (the “bridge financings”) with certain accredited investors pursuant to which the Company issued promissory notes in the aggregate principal face amount of $4,553 (the “promissory notes”) and a recognition of warrant liability of $7,712. The promissory notes have an interest rate of 15.0% per annum and effective interest rate of 22.5%. Subject to mandatory or optional repayment of the promissory notes, the outstanding principal amount of the promissory notes, together with all accrued and unpaid interest thereon, is due after one year of commencement (the “maturity date”). In the event that New GRIID issues shares of its common stock to GEM Yield Bahamas Limited (“GYBL”) pursuant to that certain share purchase agreement (the “Share Purchase Agreement”), dated as of September 9, 2022, among GYBL, GEM Global Yield LLC SCS (the “Purchaser”), ADEX and the Company prior to the maturity date, the proceeds from such issuance must be used prepay the then outstanding principal amount of the promissory notes, together with all accrued and unpaid interest thereon. The promissory notes contain certain events of default, including, without limitation, non-payment, In connection with the bridge financings, the Company entered into warrant purchase agreements with each of the accredited investors. Pursuant to the terms of the warrant purchase agreements, (i) if the effective time occurs on or prior to the maturity date, New GRIID will issue to such accredited investors warrants to purchase an aggregate of 0.5625% of the issued and outstanding shares of common stock of New GRIID, on a fully diluted basis after giving effect to the merger, at an exercise price of $0.01 per share, or (ii) if the effective time does not occur on or prior to the maturity date or if the merger agreement is terminated, following the Company obtaining a 409A valuation, the Company will issue to such accredited investors warrants to purchase an aggregate of 2.25% of the issued and outstanding units of the Company on a fully diluted basis, at an exercise price of $0.01 per unit. The holders of the warrants may exercise the warrants through a cashless exercise, in whole or in part. The exercise price of the warrants will be adjusted and the number of shares of common stock or units to be issued upon exercise of the warrants will be adjusted upon the occurrence of, among other things, stock or units splits or the merger or sale of the Company, or reclassification of New GRIID’s or GRIID’s capital. The warrants will expire on the five-year anniversary of date of issuance and are classified as a liability on the balance sheet. For the year ended December 31, 2022 and 2021, the Company recognized total interest expense related to the Notes Payable and Tranche Loans of $5,721 and $4,138, respectively, which included amortization of the debt discount associated with the aforementioned warrants and supplemental warrants of $8,605 and $47, respectively. Aggregate annual future maturities of the Loans as of December 31, 2022 are as follows: Year Total 2023 $ 4,303 2024 250 2025 58,773 2026 — Total $ 63,326 Less: Unamortized debt discount (16,977 ) Plus: Capitalized interest — Total U.S. dollar notes payable, net $ 46,349 |
Private Placement
Private Placement | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
ADIT EDTECH ACQUISITION CORP [Member] | ||
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. If the Company does not complete a Business Combination by the applicable extension deadline, 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 |
Unearned Grant Revenue
Unearned Grant Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Government Assistance [Abstract] | |
Unearned Grant Revenue | 17. Unearned Grant Revenue On January 24, 2020, the Tennessee Valley Authority (“TVA”) executed a VIP Performance Grant Agreement with Union Data, whereby Union Data is eligible to receive and retain up to $135 in grant funding, based upon achievement of specific annual capital investment, average annual full-time equivalent employee, and average annual wage metrics over the 5-year On December 18, 2020, the TVA executed a VIP Performance Grant Agreement with GRIID, whereby GRIID is eligible to receive and retain up to $60 in grant funding (such funding to be utilized by Red Dog), based upon achievement of specific annual capital investment, average annual full-time equivalent employee, and average annual wage metrics over the 5-year Once the evaluation period is complete and the earned award is determined under each grant, the Company will recognize the full or partial award (if metrics are only partially met) as grant revenue. In the interim, the Company has recorded funding from each Grant as unearned grant revenue (a long-term liability) on its consolidated balance sheets. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions | 15. Related-Party Transactions On April 17, 2021, the Company entered into an engagement letter and an incentive unit award agreement with an entity affiliated with John D’Agostino, ADEX’s Chief Financial Officer. The engagement letter was amended on November 14, 2022. Pursuant to the engagement letter, as amended, and incentive unit award agreement, the Company agreed to pay to such entity $400 and grant such entity units representing a 0.5% profit interest in the Company. The cash payment is considered to be earned as of April 26, 2022 and is payable on consummation of the merger, provided that if the vesting of the units representing the 0.5% profit interest are accelerated pursuant to the terms of the incentive award agreement governing such profit interest, then the cash payment shall become payable on such earlier date of the event causing vesting of the profit interest to be so accelerated. The units will vest as to one-fourth On August 31, 2021, the Company, through its wholly owned subsidiary Data Black River, entered into the HDP Agreement with HDP, an affiliate of Eagle Creek (see Note 13). Neal Simmons, who is contemplated to serve on the Company’s board of directors immediately following the closing of its anticipated transaction with a SPAC, is the current President and Chief Executive Officer of Eagle Creek. During the nine months ended September 30, 2023 and 2022, the Company recorded utilities expenses related to the revenue share arrangement of $28 and $261. The amount included in accounts payable and accrued expenses related to the HDP Agreement at September 30, 2023 and December 31, 2022 was $59 and $5, respectively. | 18. Related-Party Transactions On April 17, 2021, the Company entered into an engagement letter and an incentive unit award agreement with an entity affiliated with John D’Agostino, ADEX’s Chief Financial Officer. The engagement letter was amended on November 14, 2022. Pursuant to such engagement letter, as amended, and incentive unit award agreement, the Company agreed to pay to such entity $400 and grant such entity units representing a 0.5% profit interest in the Company. The cash payment is considered to be earned as of April 26, 2022 and is payable on consummation of the merger, provided that if the vesting of the units representing the 0.5% profit interest are accelerated pursuant to the terms of the incentive award agreement governing such profit interest, then the cash payment shall become payable on such earlier date of the event causing vesting of the profit interest to be so accelerated. The units will vest as to one-fourth On August 31, 2021, the Company, through its wholly-owned subsidiary Data Black River, entered into the HDP Agreement with HDP, an affiliate of Eagle Creek (see Note 15). Neal Simmons, who is contemplated to serve on the Company’s board of directors immediately following the closing of its anticipated transaction with a SPAC, is the current President and Chief Executive Officer of Eagle Creek. During the year ended December 31, 2022, the Company recorded utilities expense related to the revenue share arrangement of $340. The amount included in accounts payable and accrued expenses related to the HDP Agreement at December 31, 2022 and 2021 was $35 and $0, respective. |
ADIT EDTECH ACQUISITION CORP [Member] | ||
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 Sponsors and the 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, 2023 and December 31, 2022, one related party paid or is obligated to pay an aggregate of approximately $218,000 and $139,000, 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 “Sponsor Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The Sponsor Note was non-interest On August 6, 2021, the Company issued an 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. On March 12, 2023, the Company issued an amended and restated version of such note to the Sponsor, which increased the maximum aggregate amount of advances and readvances permitted from $300,000 to $1,000,000 (as so amended and restated form, the “Working Capital Note”). The Working Capital Note is non-interest Loans may be made under the GRIID Note in an aggregate principal amount of up to $1,800,000. Currently, the outstanding principal amount under the GRIID Note is $1,478,272. Interest will accrue on the outstanding principal amount of the GRIID Note at a rate per annum equal to the Applicable Federal Rate set forth by the Internal Revenue Service pursuant to Section 1274(d) of the Internal Revenue Code. For the three and nine months ended September 30, 2023, the Company accrued $12,457 and $20,956, respectively, in interest expense pursuant to the GRIID Note. The GRIID Note has a maturity date of the earlier of (i) any determination by the Company’s board of directors to liquidate the Company and (ii) the effective date of the merger involving Griid Holdco LLC and the Company pursuant to the Merger Agreement. The failure to timely repay outstanding amounts under the GRIID Note within five days of the maturity date or the occurrence of certain liquidation and bankruptcy events constitute an event of default under the GRIID Note and could result in acceleration of the Company’s repayment obligations thereunder. 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, such as the Working Capital Note. 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, 2023 and December 31, 2022, a Working Capital Loan was outstanding in the amount of $502,683 and $300,000 respectively, under the Working Capital 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. During the three and nine months ended September 30, 2023 and 2022, under such agreement, the Company incurred $30,000 and $90,000, respectively, in total, which is included in due to related party on the accompanying balance sheets. 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 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 Sponsors and the Company’s directors and officers 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 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 be due and payable upon the closing of the Merger. The units vested as to one-fourth on Due to Related Parties As of December 31, 2022 and 2021, one related party paid or is obligated to pay an aggregate of approximately $139,000 and $19,000, 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 bearing On August 6, 2021, the Company issued an 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 option of the Sponsor, the terms of which shall be identical to the Private Placement Warrants. As of December 31, 2022 and December 31, 2021, the Company borrowed $300,000 and $150,000 under the note, respectively. On March 12, 2023, the Company issued an amended and restated promissory note to the Sponsor. The amended and restated promissory note increases the maximum aggregate amount of advances and readvances permitted from $300,000 to $1,000,000. Related Party Loans 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 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 would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of 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 December 31, 2022 and 2021, a Working Capital Loan was outstanding in the amount of $300,000 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 year ended December 31, 2022, under such agreement, the Company incurred $120,000, in total, which is included due to related party on the accompanying balance sheet as of December 31, 2022. For the year ended December 31, 2021, under such agreement, the Company incurred and paid $120,000 in total. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. |
Fair Value Hierarchy
Fair Value Hierarchy | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Hierarchy | 11. Fair Value Hierarchy Recurring fair value measurements As of September 30, 2023, the fair value of the warrant liability measured on a recurring basis was as follows: Level 1 Level 2 Level 3 Total Warrant Liability $ — $ — $ 94,768 $ 94,768 The fair value of the warrant liability as of October 9, 2022 and at the dates of issuance and as of September 30, 2023 were determined via the fair value assessment method and included multiplying the related fixed percent of total equity value by the estimated number of shares upon immediate close of the transaction and multiplied the quoted market price of ADEX. The observable input of quoted prices for ADEX on the issuance dates and September 30, 2023 were as follows: Date ADEX Share October 9, 2022 $ 9.91 December 31, 2022 $ 10.11 March 31, 2023 $ 10.34 June 30, 2023 $ 10.56 September 30, 2023 $ 10.67 The unobservable inputs on the issuance dates and September 30, 2023 were as follows: October 9 – Management estimate of number of shares outstanding at closing 67,867,422 Management estimate of probability of Merger Agreement not being consummated de minimis Percentage of common shares at closing of Merger Agreement subject to warrants 11.14 % As of December 31, 2022, the fair value of the warrant liability measured on a recurring basis was as follows: Level 1 Level 2 Level 3 Total Warrant Liability $ — $ — $ 76,423 $ 76,423 The observable input of quoted prices for ADEX on the issuance dates and December 31, 2022 were as follows: Date ADEX Share October 9, 2022 $ 9.91 December 31, 2022 $ 10.11 The unobservable inputs on the issuance dates and December 31, 2022 were as follows: October 9 -December Management estimate of number of shares outstanding at closing 67,867,422 Management estimate of probability of Merger Agreement not being consummated de minimis Percentage of common shares at closing of Merger Agreement subject to warrants 11.14 % A summary of the changes in the Company’s warrant liability measured at fair value using significant observable inputs (Level 3) as of September 30, 2023 and December 31, 2022, respectively, was as follows: September 30, December 31, 2023 2022 Warrant liability, beginning balance $ 76,423 $ 29,820 Change in fair value 4,598 (15,770 ) Modification of warrants — 5,379 Gain on termination of warrants — (139 ) Issuance/cancellation of warrants 13,747 57,133 Warrant liability, ending balance $ 94,768 $ 76,423 For the nine months ended September 30, 2023 and 2022, the Company recognized a loss of $ 4,598 Non-recurring Cryptocurrencies The Company tests cryptocurrency assets for impairment daily based upon Level 1 inputs, specifically, the lowest of day spot prices. The last impairment date for the Company’s cryptocurrency holdings during the nine months ended September 30, 2023 and 2022 was September 30, 2023 and 2022, respectively. The Company measures the amount of impairment loss by comparing the fair value of the cryptocurrency assets to their carrying value on an awarded basis. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. The Company’s cryptocurrency holdings had an outstanding carrying balance of approximately $134 as of September 30, 2023, net of impairment losses incurred of $273 for the nine months ended. Per the development and operation agreement, the Company held cryptocurrency of $59 as of September 30, 2023, to be paid the future months. Mining and Other Related Equipment Whenever events or changes in circumstances dictate, or, minimally, on a quarterly basis, the Company tests its miners and other related equipment for impairment. Miners and the equipment associated with the miners are considered fully impaired if they are no longer usable or no longer contributing to the Company’s hash rate. For the nine months ended September 30, 2023 and 2022, the Company recorded no impairment associated with its mining and other related equipment. For the nine months ended September 30, 2023, the Company performed impairment testing of its mining and related revenue generating equipment. The price of bitcoin and related miner prices increased by 52% year over year and the undiscounted cash flows used in the recoverability test were more than the carrying amount of the long-lived asset group, which resulted in no impairment of the asset group as the carrying amount of the long-lived asset group was less than its fair value. | 12. Fair Value Hierarchy Recurring fair value measurements As of December 31, 2022, the fair value of the warrant liability measured on a recurring basis was as follows: Level 1 Level 2 Level 3 Total Warrant Liability $— $ — $76,423 $ 76,423 The fair value of the warrant liability as of October 9, 2022 (see Note 11) and at the dates of issuance and as of December 31, 2022 were determined via the fair value assessment method and included multiplying the related fixed percent of total equity value by the estimated number of shares upon immediate close of the transaction and multiplied the quoted market price of ADEX. The observable input of quoted prices for ADEX on the issuance dates and December 31, 2022 were as follows: Date ADEX Share October 9, 2022 $ 9.91 November 3, 2022 $ 9.96 November 8, 2022 $ 9.97 November 9, 2022 $ 9.97 November 15, 2022 $ 9.98 November 16, 2022 $ 9.99 November 18, 2022 $ 10.00 November 28, 2022 $ 10.01 December 1, 2022 $ 10.03 December 2, 2022 $ 10.03 December 30, 2022 $ 10.11 December 31, 2022 $ 10.11 The unobservable inputs on the issuance dates and December 31, 2022 were as follows: October 9 - Management estimate of number of shares outstanding at closing . . . . . . . . . . . . . . . . . . . . . 67,867,422 Management estimate of probability of Merger Agreement not being consummated . de minimis Percentage of common shares at closing of Merger Agreement subject to warrants 11.14 % As of December 31, 2021, the fair value of the warrant liability measured on a recurring basis was as follows: Level 1 Level 2 Level 3 Total Warrant Liability $ — $ — $ 29,820 $ 29,820 The fair value of the warrant liability (see Note 11) at the date of issuance in 2021 was determined via the Black Scholes option pricing model, which assumes the volatility rate, risk-free rate, expected dividend yield, and expected term. The assumptions used to measure the fair value of the warrant liability as of the date of issuance and as of December 31, 2021, respectively were as follows: December 31, Volatility Rate 45.0 % Risk-free rate 1.28 % Expected dividend yield 0.00 % Expected term 5.25 The following table presents information as of December 31, 2021 about significant unobservable inputs (Level 3) used in the valuation of liabilities measured at fair value in 2021: Financial Instrument Fair Value Valuation Technique Significant Unobservable Inputs Warrant Liability $ 29,280 Black Scholes Expected volatility, fair value of member unit A summary of the changes in the Company’s warrant liability measured at fair value using significant unobservable inputs (Level 3) in 2021 and using observable inputs (Level 2) as of December 31, 2022 was as follows: Warrant liability as of December 31, 2020 $ — Warrants issued 29,234 Change in fair value 586 Warrant liability as of December 31, 2021 29,820 Change in fair value (15,770 ) Issuance of warrants 57,133 Modification of warrants 5,379 Issuance of warrant (139 ) Warrant liability as of December 31, 2022 $ 76,423 For the years ended December 31, 2022 and 2021, the Company recognized a gain of $22,948 and a loss of $( 586 Non-recurring Cryptocurrencies The Company tests cryptocurrency assets for impairment daily based upon Level 1 inputs, specifically, the exchange-quoted price of the cryptocurrency. The last impairment date for the Company’s cryptocurrency holdings during year ended December 31, 2022 and 2021 was December 31, 2022 and 2021, respectively. The Company’s cryptocurrency holdings had an outstanding carrying balance of approximately $51 as of December 31, 2022, net of impairment losses incurred of $6,026 for the twelve months ended. Per the development and operation agreement, the Company held cryptocurrency of $35 as of December 31, 2022, to be paid the next month. As of December 31, 2021, the Company’s cryptocurrency holdings had an outstanding carrying balance of approximately $15,050, net of impairment losses incurred of $7,308 for the year ended December 31, 2021. Mining and Other Related Equipment Whenever events or changes in circumstances dictate, or, minimally, on a quarterly basis, the Company tests its miners and other related equipment for impairment. Miners and the equipment associated with the miners are considered fully impaired if they are no longer usable or no longer contributing to the Company’s hash rate. For the year-ended December 31, 2022 and 2021, the Company recorded impairment associated with its mining and other related equipment of $95 and $424. For the year ended December 31, 2022, the Company performed impairment testing of its mining and related revenue generating equipment. Due to the decline in the price of bitcoin and related miner prices by a decline of 65% year over year. The undiscounted cash flows used in the recoverability test were less than the carrying amount of the long-lived asset group, and the Company was required to determine the fair value of the long-lived asset group. The final impairment test using fair value resulted in no impairment of the asset group as the carrying amount of the long-lived asset group was less than its fair value. |
ADIT EDTECH ACQUISITION CORP [Member] | ||
Fair Value Hierarchy | 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, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, 2023 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 $ 523,440 $ — $ — $ 523,440 $ 523,440 $ — $ — $ 523,440 December 31, 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 $ 459,236 $ — $ — $ 459,236 $ 459,236 $ — $ — $ 459,236 Cash held in Trust Account As of September 30, 2023 and December 31, 2022, the Company’s Trust Account consisted of approximately $21.5 million and $25.0 million, respectively, in cash. 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 September 30, 2023 and December 31, 2022: Input September 30, 2023 December 31, 2022 Expected term (years) 0.83 0.91 Expected volatility 4.7 % 8.3 % Risk-free interest rate 5.48 % 4.74 % Stock price $ 10.67 $ 10.11 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 ) Fair value as of September 30, 2022 $ 335,745 Fair value as of December 31, 2022 $ 459,236 Change in fair value 151,444 Fair value as of March 31, 2023 610,680 Change in fair value 21,810 Fair value as of June 30, 2023 632,490 Change in fair value (109,050 ) Fair value as of September 30, 2023 $ 523,440 | 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 December 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs (Level 3) Liabilities: Warrant liability – Private Placement Warrants $ 459,236 $ — $ — $ 459,236 $ 459,236 $ — $ — $ 459,236 December 31, Quoted Prices In Active Markets Significant Other Observable Inputs 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 December 31, 2022, investment in the Company’s Trust Account consisted of approximately $25.0 million, in cash. 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 in Held-to-maturity treasury three months one year The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2022 and 2021 are as follows: Carrying Value/Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2022 Cash $ 25,041,388 $ — $ — $ 25,041,388 $ 25,041,388 $ — $ — $ 25,041,388 Carrying Value/ 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 December 31, 2022 and December 31, 2021: Input December 31, 2022 December 31, 2021 Expected term (years) 0.91 5.40 Expected volatility 8.3 % 11.70 % Risk-free interest rate 4.74 % 1.20 % Stock price $ 10.11 $ 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 (4,585,205 ) Fair value as of December 31, 2022 $ 459,236 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies | 14. Commitments and Contingencies Power Agreements On January 1, 2020 Union Data entered into a Power Supply Contract with KUB for a five-year term, automatically renewable for one-year on-peak off-peak on-peak off-peak On September 28, 2020, Red Dog entered into a Contract for Lighting and Power Service with a certain energy provider for electricity for the operation of the data center in Limestone, Tennessee. For the first six months, the parties agreed to off-peak off-peak five years and six months on-peak/ off-peak On May 1, 2022, Ava Data entered into a Contract for Power Service with Lenoir City Utilities Board (LCUB) for electricity for the operation of the facility in Lenoir City, Tennessee. LCUB will make available up to a maximum of 5,001 KW of firm power during the hours designated as on-peak “on-peak off-peak “off-peak Site Location and Development Agreement (“SLDA”) On September 28, 2020, Red Dog entered into a Site Location and Development Agreement with a certain energy provider. Under the agreement, Red Dog arranged to establish and operate a high-density data center that would utilize electric power and energy purchased from the energy provider with an anticipated peak demand of 25 megawatts (the “Project”). Red Dog intends to establish the Project within the electric system service area of the energy provider, to be located on a site that is adjacent to a certain substation of the energy provider in Limestone, Tennessee. Under the agreement, the energy provider is responsible, at Red Dog’s expense, for planning, designing, and installing all facilities and equipment that are necessary to provide electricity to the Project site. The preliminary estimate of Project costs per the agreement was $1,284 less a $270 discount and economic development credit and one-time 835-30-45, non-cash In the event that the Site Location and Development Agreement, the Power Contract, or the Ground Lease (see Note 6) is terminated prior to five years and nine months from the date of signature of the Power Contract, other than for default of the energy provider, the Company shall be responsible for immediately repaying the full incentive ($100) to the energy provider as of the date one or more such agreements terminate. As of September 30, 2023 and 2022, the Company did not believe it was probable that it would terminate any of the contracts prior to five years and nine months from the date of signature of the Power Contract and thus did not record a contingent liability. Supply Agreement On September 8, 2021, the Company entered into a supply agreement (the “Supply Agreement”) with Intel. Under the Supply Agreement, the Company has committed to purchasing a certain number of units of mining- related equipment as defined in the Supply Agreement. In exchange for the vendor reserving these units, the Company paid a supply reservation deposit (the “Deposit”) of $10,000, which was included in long-term deposits on the audited consolidated balance sheet as of December 31, 2021. The Company had from June 2022 to May 2023 to place orders against the reserved units. The Deposit will be applied as a credit against the price of the units as the Company places orders with the vendor. Subsequently, effective September 9, 2022, the Company and Intel amended the Supply Agreement to, among other things, fully credit the Deposit against orders placed, with no additional cash payment due for 885,000 units. As of September 30, 2023, all orders on the equipment had been placed and shipped accordingly and the balance of this deposit was $0. Data Black River Development and Operation Agreement On August 31, 2021, the Company, through its wholly owned subsidiary Data Black River, entered into a development and operation agreement (the “HDP Agreement”) with Helix Digital Partners (“HDP”), an affiliate of Eagle Creek Renewable Energy (“Eagle Creek”). Pursuant to the HDP Agreement, Data Black River is obligated to provide services for the development and operation of a bitcoin mining facility located within the premises of HDP in Brownville, New York (the “HDP Facility”). In connection with the HDP Agreement, HDP and an affiliate of HDP have entered into a power purchase agreement, pursuant to which such affiliate has agreed to supply up to 20MW of power to the HDP Facility. Under the HDP Agreement, Data Black River receives a monthly management fee for the performance of mining services (at a rate of $25 per month payable in bitcoin). In the event that mining revenues exceed the monthly management fee, the Company accrues an additional revenue share amount within mining services revenue based upon the contractual allocation to the Company. HDP has the right to curtail supply of electricity to the mines and sell electricity to the market with reasonable notice to Data Black River (“Curtailment Period”). In connection with any Curtailment Period, HDP shall distribute 25% of the forgone mining revenue to Data Black River. For the nine months ended September 30, 2023 and 2022, Data Black River earned $0 and $461, respectively, related to curtailment revenue. The Company records all revenue based on the bitcoin spot rate at contract inception and all revenue share amounts earned within mining services revenue. The management fee is accounted for in mining services revenue, and all other forms of revenue, including curtailment revenue, are accounted for in other revenue. The amount of total mining revenues that exceeded the monthly management fee was $0 and $323 for the nine months ended September 30, 2023 and 2022, respectively. The HDP Agreement has an initial term of 3 years and thereafter automatically renews for successive one-year 90-day 606-10-25-15, Mining Services Agreement On March 21, 2022, the Company entered into a Mining Services Agreement (the “Mining Services Agreement”) with Blockchain Access UK Ltd (“Customer”), the Company’s lender. During the term of the Mining Services Agreement, the Company will receive, install, operate, manage, and maintain servers and power supplies provided by Customer (“Customer Mining Equipment”) to perform mining services (the “Mining Services”) at a Company facility located in Lenoir City, Tennessee (the “Premises”). All operation of the Customer Mining Equipment by the Company will be on the Customer’s behalf. Beginning March 2022 and at monthly intervals thereafter for the following nine months, Customer will provide the Company with Customer Mining Equipment for installation at the Premises. The Company is to make all necessary improvements and developments to the Premises to accommodate the Customer Mining Equipment to enable it to operate in accordance with the requirements of the Mining Services Agreement, and to complete installation and commence full operation of such Customer Mining Equipment. If the Company fails to complete the infrastructure development and equipment installation by the planned operational date, as defined in the agreement, or fails to commence full operation of Customer Mining Equipment at an alternative temporary facility, the Company will pay to the Customer a late development fee which is intended to compensate the Customer for the generated digital assets that would have been paid to the Customer if the Company had completed the infrastructure development and equipment installation by the planned operational date. Throughout the term of the Mining Services Agreement, the Company will be responsible for the management and maintenance of the Customer Mining Equipment. Following the end of each twenty-four-hour period during the term of the Mining Services Agreement, the Company will deposit 95% of the generated cryptocurrency from the Mining Services into the Customer’s digital wallet and 5% of the generated cryptocurrency (representing the Company’s fees for performance of the Mining Services) into the Company’s digital wallet. Under the Mining Services Agreement, the Company is to invoice the Customer monthly for the electricity charges associated with the Mining Services related to the Customer Mining Equipment, without premium or markup, which amounted to $4,892 and $1,480 for the nine months ended September 30, 2023 and 2022, respectively. The Company is to also invoice the Customer monthly for the Customer’s operating expense charges as defined in the Mining Services Agreement, which amounted to $499 and $622 for the nine months ended September 30, 2023 and 2022, respectively. Reimbursement revenues related to electricity costs and operating expenses are recorded within mining services revenue on the Statement of Operations. The Mining Services Agreement is scheduled to expire on February 28, 2027 The Company signed an updated Mining Services Agreement on October 9, 2022, which changed the terms of how the Company will be reimbursed for mining expenses. Per the amended agreement, a $1,000 payment is made by the Customer one month in advance as prepayment for the reimbursement of direct operating and electricity costs. Given that the period between when the Company transfers the promised service to the customer and when the customer pays for this service is less than one year, the advance payment does not represent a significant financing component. Therefore, reimbursement payments are considered reimbursement revenues. Direct costs incurred and reimbursed are also recorded as cost of goods sold. The Company records its revenue related to the 5% revenue share of the generated cryptocurrency under the Mining Services Agreement on a gross basis under mining services revenue on the Statement of Operations, as the Company represents the principal in relation to the contract as it controls the promised service before transferring that service to the Customer. Note that at contract inception, the Company determined it was probable that a significant reversal in the amount of cumulative revenue would occur related to the revenue share and reimbursement revenues. Therefore, given that the Company has determined that the Contract represents a series in accordance with ASC 606-10-25-15, Share Subscription Facility On September 9, 2022, ADEX and the Company entered into the Share Purchase Agreement with the Purchaser and 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 $200,000 million of the Company’s shares of common stock, par value $0.0001 per share (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 consideration paid in a private business combination transaction with a counterparty that was introduced to the Company by the Purchaser or an affiliate of the Purchaser in the event that the Company consummates such a transaction in lieu of the Merger or any other business combination transaction the result of which is the Company 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. The Company has the right to terminate the Share Purchase Agreement at any time upon 90 trading days’ prior written notice. In the event the Company terminates the Share Purchase Agreement at its option prior to any public listing (including as a result of the Merger) and the Company completes a public listing within the two-year Evaluation Agreement The Company entered into an evaluation agreement with Hephaestus Capital Group (“Owner”) on April 17, 2023, and with Low Time Preference Fund II LLC (“Owner”) on September 25, 2023, both for a term of six months. Under these agreements, the Company tests the hashrate of the Owner’s miners and will provide an evaluation report thereafter. Based on a discussion with the Company’s operations team, the Hephaestus miners are expected to be operational over the course of the second and third quarter of 2023 and the Low Time Preference Fund miners are expected to be operational over the course of the fourth quarter of 2023. They will be tested for a period of approximately six months. The Company has an obligation to perform all services necessary to install, operate, test and maintain the miners. For this service, the Company retains all of the mining rewards received. The Company is not providing a series of distinct evaluation services over the contract term and will utilize the point in time recognition of revenue upon mined bitcoin generated by the miners being tested. Litigation From time to time, the Company may be a party to various claims in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. Reserve estimates are recorded when and if it is determined that a loss related matter is both probable and reasonably estimable. On November 15, 2021, Washington County, Tennessee (the “County”) filed a complaint (Civil Action No. 21-CV-0664) On November 2, 2023, Red Dog, BrightRidge and the County entered into a settlement agreement pursuant to which: (i) Red Dog is allowed to operate its blockchain verification data center in Limestone, Tennessee through no later than March, 2026 ; (ii) Red Dog paid Washington County an upfront fine of $ following entry of a court order dismissing the case; (iii) for each day that the blockchain verification data center continues to operate after entry of such order, Red Dog must pay Washington County $ , days from when it ceases operation to remove its equipment from the Limestone site; and (v) Red Dog and BrightRidge will pay for internet service for those Limestone residents that live near the Limestone site, splitting the expected cost of $ evenly. On November 8, 2023, the Chancery Court for Washington County issued an order dismissing the case. Indemnifications In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with its partners, suppliers, and vendors. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each agreement. To date, the Company has not incurred any material costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in these unaudited consolidated financial statements. | 15. Commitments and Contingencies Power Agreements On January 1, 2020 Union Data entered into a Power Supply Contract with KUB for a five-year term, automatically renewable for one-year power at 10 kw during on-peak off-peak on-peak off-peak On September 28, 2020, Red Dog entered into a Contract for Lighting and Power Service with a certain energy provider for electricity for the operation of the data center in Limestone, Tennessee. For the first six months, the parties agreed to off-peak off-peak five years and six months on-peak/ off- On May 1, 2022, Ava Data entered into a Contract for Power Service with Lenoir City Utilities Board (LCUB) for electricity for the operation of the facility in Lenoir City, Tennessee. LCUB will make available up to a maximum of 5,001 KW of firm power during the hours designated as on-peak “on-peak off-peak “off-peak Site Location and Development Agreement (“SLDA”) On September 28, 2020, Red Dog entered into a Site Location and Development Agreement with a certain energy provider. Under the agreement, Red Dog arranged to establish and operate a high-density data center that would utilize electric power and energy purchased from the energy provider with an anticipated peak demand of 25 megawatts (the “Project”). Red Dog intends to establish the Project within the electric system service area of the energy provider, to be located on a site that is adjacent to a certain substation of the energy provider in Limestone, Tennessee. Under the agreement, the energy provider is responsible, at Red Dog’s expense, to plan, design and install all facilities and equipment that are necessary to provide electricity to the Project site. The preliminary estimate of Project costs per the agreement was $1,284 less a $270 discount and economic development credit and one-time 835-30-45, Interest, the Company recorded a discount on the loan payable to the energy provider of $235 using the Company’s incremental borrowing rate of 4.5%, which is being amortized to non-cash In the event that the Site Location and Development Agreement, the Power Contract, or the Ground Lease (see Note 8) is terminated prior to five years and six months from the date of signature of the Power Contract, other than for default of the energy provider, the Company shall be responsible for immediately repaying the full incentive ($100) to the energy provider as of the date one or more such agreements terminate. As of December 31, 2022 and December 31, 2021, the Company did not believe it is probable that it will terminate any of the contracts prior to five years and six months from the date of signature of the Power Contract and thus did not record a contingent liability. Supply Agreement On September 8, 2021, the Company entered into a supply agreement (the “Supply Agreement”) with a certain vendor. Under the Supply Agreement, the Company has committed to purchasing a certain number of units of mining-related equipment as defined in the Supply Agreement. In exchange for the vendor reserving these units, the Company paid a supply reservation deposit (the “Deposit”) of $10,000, which was included in long-term deposits (see Note 9) on the audited consolidated balance sheet as of December 31, 2021. The Company has from June 2022 to May 2023 to place orders against the reserved units. The Deposit will be applied as a credit against the price of the units as the Company places orders with the vendor. Subsequently, effective September 9, 2022, the Company and Intel amended the Supply Agreement to, among other things, fully credit the Deposit against orders placed, with no additional cash payment due for 885,000 units. As of December 31, 2022, all orders on the equipment had been placed and shipped accordingly and the balance of this deposit was $0. Data Black River Development and Operation Agreement On August 31, 2021, the Company, through its wholly-owned subsidiary Data Black River, entered into a development and operation agreement (the “HDP Agreement”) with Helix Digital Partners (“HDP”), an affiliate of Eagle Creek Renewable Energy (“Eagle Creek”). Pursuant to the HDP Agreement, Data Black River is obligated to provide services for the development and operation of a bitcoin mining facility located within the premises of HDP in Brownville, New York (the “HDP Facility”). In connection with the HDP Agreement, HDP and an affiliate of HDP have entered into a power purchase agreement, pursuant to which such affiliate has agreed to supply up to 20MW of power to the HDP Facility. Under the HDP Agreement, Data Black River receives a monthly management fee for the performance of mining services (at a rate of $25 per month payable in bitcoin). In the event that mining revenues exceed the monthly management fee, the Company accrues an additional revenue share amount within mining services revenue based upon the contractual allocation to the Company. HDP has the right to curtail supply of electricity to the mines and sell electricity to the market with reasonable notice to Data Black River (“Curtailment Period”). In connection with any Curtailment Period, HDP shall distribute 25% of the forgone mining revenue to Data Black River. For the year ended December 31, 2022, Data Black River earned $462 related to curtailment revenue. The Company records all revenue based on the bitcoin spot rate at contract inception and all revenue share amounts earned within mining services revenue. The management fee is accounted for in mining services revenue, and all other forms of revenue, including curtailment revenue, are accounted for in other revenue. The amount of total mining revenues that exceeded the monthly management fee was $204 in 2022 and $429 in 2021. The HDP Agreement has an initial term of 3 years and thereafter automatically renews for successive one-year 90-day consecutive months. The amount paid for electricity costs to HDP was $340 and $199 in 2022 and 2021, respectively. The amount accrued to HDP for their portion of revenue for each period was $504 for 2022 and 2021. Note that at contract inception, October 1, 2021, the Company determined it was probable that a significant reversal in the amount of cumulative revenue would occur related to the revenue share. Therefore, given that the Company has determined that the HDP Agreement represents a series in accordance with ASC 606-10-25-15, Mining Services Agreement On March 21, 2022, the Company entered into a Mining Services Agreement (the “Mining Services Agreement”) with Blockchain Access UK Ltd (“Customer”), the Company’s lender. During the term of the Mining Services Agreement, the Company will receive, install, operate, manage and maintain servers and power supplies provided by Customer (“Customer Mining Equipment”) to perform mining services (the “Mining Services”) at a Company facility located in Lenoir City, Tennessee (the “Premises”). All operation of the Customer Mining Equipment by the Company will be on the Customer’s behalf. Beginning March 2022 and at monthly intervals thereafter for the following six months, Customer will provide the Company with Customer Mining Equipment for installation at the Premises. The Company is to make all necessary improvements and developments to the Premises to accommodate the Customer Mining Equipment to enable it to operate in accordance with the requirements of the Mining Services Agreement, and to complete installation and commence full operation of such Customer Mining Equipment. If the Company fails to complete the infrastructure development and equipment installation by the planned operational date, as defined in the agreement, or fails to commence full operation of Customer Mining Equipment at an alternative temporary facility, the Company will pay to the Customer a late development fee which is intended to compensate the Customer for the generated digital assets that would have been paid to the Customer if the Company had completed the infrastructure development and equipment installation by the planned operational date. Throughout the term of the Mining Services Agreement, the Company will be responsible for the management and maintenance of the Customer Mining Equipment. Following the end of each twenty-four-hour period during the term of the Mining Services Agreement, the Company will deposit 95% of the generated cryptocurrency from the Mining Services into the Customer’s digital wallet and 5% of the generated cryptocurrency (representing the Company’s fees for performance of the Mining Services) into the Company’s digital wallet. Under the Mining Services Agreement, the Company is to invoice the Customer monthly for the electricity charges associated with the Mining Services related to the Customer Mining Equipment, without premium or markup, which amounted to $6,768 (which was payable in cash) for the year ended December 31, 2022. The Company is to also invoice the Customer monthly for the Customer’s operating expense charges as defined in the Mining Services Agreement, which amounted to $792 (which was payable in bitcoin) for the year ended December 31, 2022. Revenues related to electricity costs and operating expenses are recorded within mining services revenue on the Statement of Operations. The Mining Services Agreement is scheduled to expire on February 28, 2027 The Company signed an updated Mining Services Agreement on October 9, 2022, which changed the terms of how the Company will be reimbursed for mining expenses. Per the amended agreement, a $1,000 payment is made by the Customer one month in advance for the mining services. Given that the period between when the Company transfers the promised service to the customer and when the customer pays for this service is less than one year, the advance payment does not represent a significant financing component. Direct costs incurred and reimbursed are recorded in cost of sales and reimbursed costs are recorded as mining services revenue. The Company records its revenue related to the 5% revenue share of the generated cryptocurrency under the Mining Services Agreement on a gross basis under mining services agreement revenue on the Statement of Operations, as the Company represents the principal in relation to the contract as it controls the provisioning of mining services before transferring that service to the Customer. Note that at contract inception, March 21, 2022, the Company determined it was probable that a significant reversal in the amount of cumulative revenue would occur related to the revenue share and reimbursement revenues. Therefore, given that the Company has determined that the Contract represents a series in accordance with ASC 606-10-25-15, Share Subscription Facility On September 9, 2022, ADEX and the Company entered into the Share Purchase Agreement with the Purchaser and 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 $200,000 of the Company’s shares of common stock, par value $0.0001 per share (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 two-year Litigation From time to time, the Company may be a party to various claims in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. Reserve estimates are recorded when and if it is determined that a loss related matter is both probable and reasonably estimable. On August 17, 2021, Red Dog received services of process for a complaint (Civil Action No. 40988) filed by Carolyn Broyles and Quality Properties, GP (the “Plaintiffs”) in the Circuit Court for Washington County at Jonesborough, Tennessee on August 13, 2021 (the “Noise Complaint”). The Noise Complaint alleges that the noise created by Red Dog’s bitcoin mining operations at its data center have caused the Plaintiff’s personal damages for inconvenience, emotional distress, and injury to the use and enjoyment of their properties, as well as diminution in value or rental value of their properties. The reliefs sought by the Plaintiffs include (i) a court order directing Red Dog to cease and desist operating its data center or alternatively to abate the noise level; (ii) temporary and permanent injunctions enjoining Red Dog from operating its data center or alternatively to abate the noise level; and (iii) damages in an amount to be provided at trial. On May 31, 2022, a non-binding framework of negotiated settlement was reached between the Parties. At a meeting of the Washington County Commission on November 28, 2022, a vote was taken to reject the definitive agreement negotiated among Red Dog, Bright Ridge and lawyers for the Washington County Commission. The Company anticipates that either an alternative settlement agreement will be negotiated or the litigation will recommence with the parties preparing the case for trial on the merits of Red Dog’s affirmative defenses. Each of the possible outcomes reviewed by management did not carry a higher degree of confidence of occurring over the other outcomes, therefore, no loss contingency was recorded as of December 31, 2022. Based on the Company’s assessment, it is not probable that a loss will be incurred. As the case has yet to go to trial, the Company believes that it is not currently able to estimate any range of loss. Indemnifications In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with its partners, suppliers, and vendors. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, the Company has not incurred any material costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in these audited consolidated financial statements. |
ADIT EDTECH ACQUISITION CORP [Member] | ||
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 were originally entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, or $9,660,000. On December 6, 2022, the Company and EarlyBirdCapital, Inc. (“EarlyBird”) entered into an amendment (the “Amendment”) to the Underwriting Agreement. Among other things, the amendment reduced the amount of the deferred underwriting commission payable to EarlyBird to $6,762,000, which amount, together with reimbursement of EarlyBird’s legal expenses in an amount not to exceed $150,000 (the “Expense Reimbursement”), will be payable as follows: (i) upon the closing of the Company’s initial business combination, in an amount equal to the lesser of (A) $3,381,000 plus the Expense Reimbursement and (B) the balance of the Company’s Trust Account, after all amounts payable in connection with stockholder redemptions have been so paid and (ii) the remainder pursuant to a convertible promissory note (the “EarlyBird Note”) to be made by the surviving company of the Company’s initial business combination upon the consummation of the Company’s initial business combination. As of September 30, 2023, no amount in Expense Reimbursement has been incurred. If the Company does not consummate an initial business combination, no deferred underwriting commission will be payable to EarlyBird. The Amendment also provides customary registration rights to EarlyBird for the shares of common stock of the maker issuable upon conversion of the EarlyBird Note. As a result, the Company recognized $2,898,000 to additional paid-in Merger 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, October 17, 2022, and February 8, 2023, the parties to the Initial Merger Agreement amended the Initial Merger Agreement (as so amended, the “Merger Agreement”). Pursuant to the Merger Agreement, at the closing of the Merger, 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. 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 % of the gross proceeds of securities sold in the PIPE plus expenses. The Company will be obligated to pay an additional $ if the gross proceeds of securities sold in a PIPE is above $ . Under the Capital Markets Engagement Letter, Wells would receive $ 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”). 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 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. | 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. On December 6, 2022, the Company and EarlyBirdCapital, Inc. (“EarlyBird”) entered into an amendment (the “Amendment”) to the Underwriting Agreement. Among other things, the amendment reduced the amount of the deferred underwriting commission payable to EarlyBird to $6,762,000, which amount, together with reimbursement of EarlyBird’s legal expenses in an amount not to exceed $150,000 (the “Expense Reimbursement”), will be payable as follows: (i) upon the closing of the Company’s initial business combination, in an amount equal to the lesser of (A) $3,381,000 plus the Expense Reimbursement and (B) the balance of the Company’s Trust Account, after all amounts payable in connection with stockholder redemptions have been so paid and (ii) the remainder pursuant to a convertible promissory note to be made by the surviving company of the Company’s initial business combination upon the consummation of the Company’s initial business combination. As of December 31, 2022, no amount in Expense Reimbursement has been incurred. If the Company does not consummate an initial business combination, no deferred underwriting commission will be payable to EarlyBird. The Amendment also provides customary registration rights to EarlyBird for the shares of common stock of the Maker issuable upon conversion of the Note. As a result, the Company recognized $2,898,000 to additional paid-in Merger 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, October 17, 2022, and February 8, 2023, the parties to the Initial Merger Agreement amended the Initial Merger Agreement (as so amended, the “Merger Agreement”). 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. 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 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”). 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 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. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
ADIT EDTECH ACQUISITION CORP [Member] | ||
Stockholders' Deficit | NOTE 8. STOCKHOLDERS’ DEFICIT Preferred Stock Common Stock — The Company is authorized to issue shares of common stock with a par value of $ per share. There were and shares of common stock issued and outstanding, including and 2,467,422 shares of common stock subject to possible redemption, as of September 30, 2023 and December 31, 2022, respectively. 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 • upon not less than 30 • if, and only if, the reported last sale price of the common stock equals or exceeds $ 18.00 20 30 three business days 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 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | NOTE 8. Stockholders’ 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 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 by the applicable extension deadline 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 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax [Line Items] | |
Income Tax | 16. Income Taxes The income tax provision (benefit) is summarized as follows: December 31, 2022 December 31, 2021 Current State $ — 120 Total current tax provision — 120 Deferred State $ (298 ) $ 1,290 Total deferred income tax provision (benefit) (298 ) 1,290 Change in valuation allowance $ — $ (635 ) Total tax benefit $ (298 ) $ 775 The tax effects of the primary temporary differences included in net deferred tax assets and liabilities consist of the following: December 31, December 31, Deferred Tax Assets Net operating loss carryforwards $ 453 $ 37 Cryptocurrency impairment and appreciation — — Lease Liability 126 87 Accruals — — Capitalized expenses 7 417 Non-cash — — Deferred tax assets $ 586 $ 541 Deferred Tax Liabilities Debt discount — (914 ) Depreciation (96 ) (187 ) Right-of-use (110 ) (85 ) Warrants (601 ) — Other (8 ) (10 ) Deferred tax liabilities (815 ) (1,196 ) Less: Valuation allowance — — Net deferred tax assets (liabilities) $ (229 ) $ (655 ) As of December 31, 2022 and 2021, the Company recorded a valuation allowance of approximately $0. Realization of deferred tax assets is dependent upon future earnings, if any, the timing, and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance decreased by $0 and increased by $635 during 2022 and 2021, respectively. As of December 31, 2022, the Company is subject to tax in various states and New York City. The Company is open to examination for the tax years ended December 31, 2019, 2020, 2021 and 2022. As of the date of these consolidated financial statements, the Company is not aware of any open income tax audits by federal, state, city, or local taxing authorities. Total U.S. state operating loss carryforwards as of December 31, 2022 and 2021 were approximately $7,191 and $564 respectively. State operating loss carryforwards begin to expire in 2034. Due to the net operating loss carryovers, the statute of limitations remains open for state returns. As of December 31, 2022 and 2021, there were no material uncertain tax positions. For the year ended December 31, 2022, the Company had $171 of tax refunds receivable for property and franchise tax overpayments of prior years. |
ADIT EDTECH ACQUISITION CORP [Member] | |
Income Tax [Line Items] | |
Income Tax | NOTE 9. Income Tax The Company’s net deferred tax assets are as follows: December 31, 2022 December 31, 2021 Deferred tax assets: Organizational costs/Startup expenses $ 321,981 $ 152,688 Federal net operating loss carryforwards — 17,851 Total deferred tax assets 321,981 170,539 Valuation allowance (321,981 ) (170,539 ) Deferred tax assets, net of allowance $ — $ — The income tax provision consists of the following: December 31, 2022 December 31, 2021 Federal Current $ 795,203 $ — Deferred (151,332 ) (170,539 ) State Current — — Deferred — — Change in valuation allowance 151,332 170,539 Income tax provision $ 795,203 $ — As of December 31, 2022 and 2021, the Company had $0 and $85,006 U.S. federal net operating loss carryovers available to offset future taxable income, which do not expire, respectively. 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 years ended December 31, 2022 and 2021, the change in the valuation allowance was an increase of $151,332 and $170,539, respectively. Reconciliations of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 are as follows: December 31, 2022 December 31, 2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of warrants -17.1 % 7.6 % Acquisition related expenses 7.5 % -22.1 % Change in valuation allowance 2.7 % -6.5 % Effective tax rate 14.1 % — % 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 2021 through 2022 tax years generally remain subject to examination by federal and state tax authorities. |
Common Units
Common Units | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders Equity Note [Abstract] | ||
Common Units | 12. Common Units As Liquidation In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or deemed liquidation event, eighty percent (80%) of distributions will be paid to the Class A Units pro rata in proportion to the holders’ respective interests, and twenty percent (20%) will be paid to the Class B and Class C Units until the Class A Unit holders have received the full amount of their initial capital contributions. Then, fifty percent (50%) will be paid to Class A Units, pro rata in proportion to the holders’ respective interests, and fifty percent (50%) will be paid to the Class B and Class C Units until the Class A Unit holders have received total distributions equal to three (3) times their initial capital contributions. Thereafter, distributions will be paid pro rata among all the Units in proportion to the holders’ respective interests. | 13. Common Units As of December Liquidation In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or deemed liquidation event, eighty percent (80%) of distributions will be paid to the Class A Units pro rata in proportion to the holders’ respective interests, and twenty percent (20%) will be paid to the Class B and Class C Units until the Class A Unit holders have received the full amount of their initial capital contributions. Then, fifty percent (50%) will be paid to Class A Units, pro rata in proportion to the holders’ respective interests, and fifty percent (50%) will be paid to the Class B and Class C Units until the Class A Unit holders have received total distributions equal to three (3) times their initial capital contributions. Thereafter, distributions will be paid pro rata among all the Units in proportion to the holders’ respective interests. |
Unit-based Compensation
Unit-based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Unit-based Compensation | 13. Unit-based Compensation On April 14, 2021, the Board of Managers (the “Board”) adopted the GRIID Infrastructure Equity Plan LLC Profits Interest Plan (the “Plan”). Under the terms of the Plan, Incentive Units (“IUs”) may be granted to employees of the Company as well as officers, consultants, or other service providers of the Company (each, a “Participant”). Upon approval of the Plan, the Company reserved a pool of 2,500,000 IUs. As of September 30, 2023, the Board had approved 2,413,367 IUs, leaving 86,633 IUs available for grant. The IU activity under the Plan for the nine months ended September 30, 2023 and 2022, respectively, was as follows: September 30, September 30, 2023 2022 Unvested December 31 754,986 1,557,911 Vested (436,697 ) (602,295 ) Forfeited — (29,166 ) Unvested September 30 318,289 926,450 Expense related to the IUs is recognized over the vesting period of each IU. The Company has elected to recognize forfeitures as they occur. For the three months ended September 30, 2023 and 2022, respectively, the Company recognized $26 and $33 of unit-based compensation expense related to the IUs. For the nine months ended September 30, 2023 and 2022, respectively, the Company recognized $72 and $99 of unit-based compensation expense related to the IUs. This expense is included within general and administrative expense on the unaudited consolidated statements of operations. As of September 30, 2023 and 2022, respectively, there remained $56 and $167 of unrecognized compensation expense related to the IUs. That cost is expected to be recognized over the remaining weighted average vesting period of 1.27 years and 1.09 years for September 30, 2023 and 2022, respectively. The total fair value of IUs vested (based on grant date fair value) as of September 30, 2023 and 2022, respectively was $398 and $284. | 14. Unit-based Compensation On April 14, 2021, the Board of Managers (the “Board”) adopted the GRIID Infrastructure Equity Plan LLC Profits Interest Plan (the “Plan”). Under the terms of the Plan, Incentive Units (“IUs”) may be granted to employees of the Company as well as officers, consultants, or other service providers of the Company (each, a “Participant”). Upon approval of the Plan, the Company reserved a pool of 2,500,000 IUs. As of December 31, 2022, the Board had approved 2,418,000 IUs, leaving 82,000 IUs available for grant. The IUs give holders the right to participate in the profits and losses of the Company, but do not convey voting rights to the holders. Each IU has a profits interest threshold amount set forth in the applicable Agreement Award in accordance with the Limited Liability Company Agreement of GRIID Infrastructure Equity Plan LLC, dated as of April 14, 2021. The amount is to be no less than the amount determined to be necessary to cause such IU to constitute a “profits interest” within the meaning of Revenue Procedures 93-27 2001-43. At any time prior to the consummation of a Qualified Public Offering or a Change in Control, each as defined in the Plan, the Company has the right, but not the obligation, to require the Participant to forfeit or sell to the Company all or any portion of their IUs in connection with a Termination of Service (the “Company’s Call Right”). In the event of termination for any reason, unvested IUs (“Restricted IUs”) will be forfeited without consideration. If the Participant’s employment is terminated for cause, all vested IUs (“Unrestricted IUs”) or Restricted IUs will be forfeited without consideration. If the Participant’s employment is terminated by the Company for a reason other than cause or by the Participant for any reason, the Company’s purchase price per Unrestricted IU will be its fair market value on the date of termination. At any time following a SPAC Transaction, as defined in the Plan, the Company may, at its election, require any unitholder upon a termination of service (including any termination that may have occurred prior to the SPAC Transaction) to convert all or a portion of such unitholder’s IUs into shares or other equity securities of the SPAC into which holders of IUs otherwise may convert. If the IUs are changed by reason of a change in corporate capitalization or exchanged for other securities as a result of a merger, consolidation or reorganization, the Company will make appropriate adjustments to the maximum number of IUs that may be granted under the Plan and will make adjustments to the IUs as will be equitable and appropriate to prevent dilution or enlargement of the benefits provided for awards under the Plan. The Company may, at its discretion, provide in any Award Agreement that all or a portion of a Participant’s Restricted IUs will become Unrestricted IUs upon a Change in Control and/or that the restrictions and limitations applicable to the IUs will lapse and such IUs will become free of all restrictions and become fully vested and transferable. In the event of a Change in Control and the unitholder’s termination for a reason other than cause within twelve (12) months after the occurrence of the Change in Control (a “Double-Trigger Change in Control”) all Restricted IUs that are outstanding on the date of termination will fully vest and become Unrestricted IUs. Based upon their underlying characteristics and features, the Company has determined that the IUs are to be accounted for as equity-classified awards. The IUs are granted at the market price of the Company’s units on the date of grant. The Company has varying vesting period and vesting schedules for IUs granted. IU activity under the Plan for the years ended December 31, 2022 and 2021, respectively, was as follows: Number of Weighted- average grant Unvested, December 31, 2020 2,418,000 $ 0.19 Vested (893,633 ) 0.19 Forfeited — — Unvested, December 31, 2021 1,524,367 0.19 Vested (778,721 ) 0.19 Forfeited — — Unvested, December 31, 2022 745,646 $ 0.19 Expense related to the IUs is recognized over the vesting period of each IU. The Company has elected to recognize forfeitures as they occur. For the years ended December 31, 2022 and 2021, respectively, the Company recognized $132 and $191 of unit- based compensation expense related to the IUs, which is included within general and administrative expense on the audited consolidated statements of operations. As of December 31, 2022 and 2021, respectively, there remained $142 and $268 of unrecognized compensation expense related to the IUs. That cost is expected to be recognized over the remaining weighted average vesting period of 2.81 years and 2.24 years. The total fair value of IUs vested (based on grant date fair value) during December 31, 2022 and 2021, respectively was $148 and $170. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||
Subsequent Events | 16. Subsequent Events The Company has evaluated subsequent events from the unaudited consolidated balance sheet date through December 22 On July 1, 2023, the Company entered an amended and restated promissory note with ADEX, pursuant to which the Company agreed to advance ADEX up to $1,800 to fund payments related to the extension of the date by which ADEX must complete the merger. As of December 22 In the fourth quarter of Company and a recognition of warrant liability of $ . The promissory notes have an interest rate of % per annum. These notes are subject to mandatory or optional repayments, the outstanding principal amount of the promissory notes, together with all accrued and unpaid interest thereon, is due at various maturity dates. In December 2023, the Company updated $ of the private placement notes to extend the maturity dates out to 2025. On November 8, 2023, the Company settled the litigation with the Washington County Commission, refer to Note 14 for settlement details. | 19. Subsequent Events The Company has evaluated subsequent events from the audited consolidated balance sheet date through April 6, 2023, the date at which the audited consolidated financial statements were issued and determined that there are no items to disclose other than those included below. From January 1, 2023 through April 6, 2023, the Company issued additional unsecured promissory notes in the aggregate principal amount of $2,825 with an interest rate of 15.0% per annum and a maturity date of one year from the date of issuance of the promissory notes. In connection with the issuance of the promissory notes, the Company also issued to the holders of the promissory notes warrants to purchase an aggregate of 107,614 Class B units of the Company at an exercise price of $0.01 per Class B unit. The number of Class B units exercisable under such warrants is subject to adjustment to a number of Class B units that when exchanged for merger consideration in the merger will equal an aggregate of 0.76875% of the outstanding equity interests in New GRIID immediately following the closing of the merger. The estimated dollar amount of Class B warrant units at the time of the audit report issuance is $1,106. On January 13, 2023, the Company entered into an amended and restated promissory note with ADEX, pursuant to which the Company agreed to advance ADEX up to $900 in order to fund payments related to the extension of the date by which ADEX must complete the merger. As of April 6, 2023, the Company has advanced a total of $444 to ADEX under the amended and restated promissory note. Interest accrues from the applicable borrowing date on the outstanding principal balance at a rate per annum equal to the Applicable Federal Rate set forth by the Internal Revenue Service. All unpaid principal and accrued and unpaid interest under the amended and restated promissory note is due and payable in full on the earlier of (i) the date on which a definitive decision to liquidate ADEX is made by its board of directors, and (ii) the effective date of the merger involving the ADEX and the Company pursuant to the Merger Agreement. On January 24, 2023, the Company exercised its option to extend its office lease in Cincinnati, Ohio for a two On March 12, 2023, Signature Bank was closed by the New York State Department of Financial Services and the U.S. Federal Deposit Insurance Corp (FDIC) was named Receiver. The Company has a restricted cash balance of $323 at Signature Bank, which provides underlying support to an irrevocable letter of credit that was issued by Signature Bank for a surety bond. To protect depositors, the FDIC transferred all the deposits and substantially all of the assets of Signature Bank to Signature Bridge Bank, National Association (N.A.), a full-service bank that will be operated by the FDIC. The Company did not incur any losses related to the event and is currently seeking an alternative bank which can replace the irrevocable letter of credit. On March 31, 2023, a wholly-owned subsidiary of the Company sold a parcel of land in Campbell County, Tennessee for approximately $1,200. On April 5, 2023, the Company also sold various electrical equipment for approximately $500. The property and equipment are superfluous to the Company’s current business needs, and its sale will not impact the Company’s existing operations. |
ADIT EDTECH ACQUISITION CORP [Member] | ||
Subsequent Event [Line Items] | ||
Subsequent Events | NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to t In connection with the fourth month of the Second Extension, on October 13, 2023, GRIID Infrastructure deposited $60,000 into the Company’s Trust Account for the Company’s public stockholders on behalf of the Company. This deposit is loaned to the Company pursuant to the GRIID Note. The outstanding principal amount under the GRIID Note is $1,478,272. | NOTE 10. Subsequent Events The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to the date that the 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 consolidated financial statements. The Company in January 2023 instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of the Company’s initial business combination or liquidation. As a result, all funds in the Trust Account are currently held in cash. On January 12, February 8, 2023 and March 12, 2023, the board of directors of the Company elected to extend the date by which the Company must complete an initial business combination, on each occasion by one month, from January 14, 2023 to April 14, 2023 (the “Extensions”). In connection with the Extension, GRIID Infrastructure LLC deposited an aggregate of $444,136 (representing $0.06 per public share per month) into the Company’s Trust Account on behalf of the Company. This deposit was loaned to the Company pursuant to a promissory note issued by the Company to GRIID Infrastructure on January 13, 2023. The Extensions are the first, second and third of six one-month s Loans may be made under the above note in an aggregate principal amount of up to $900,000. Currently, the outstanding principal amount under the Note is $ 444,136 . Interest will accrue on the outstanding principal amount of the Note at a rate per annum equal to the Applicable Federal Rate set forth by the Internal Revenue Service pursuant to Section 1274(d) of the Internal Revenue Code. The Note has a maturity date of the earlier of (i) any determination by the Company’s board of directors to liquidate the Company and (ii) the effective date of the merger involving Griid Holdco LLC and the Company pursuant to the Merger Agreement. The failure to timely repay outstanding amounts under the Note within five days of the maturity date or the occurrence of certain liquidation and bankruptcy events constitute an event of default under the Note and could result in acceleration of the Company’s repayment obligations thereunder. On February 7, 2023, the New York Stock Exchange (the “NYSE”) notified the Company that trading in the Company’s common stock, units and warrants had been halted, as the Company no longer satisfied the continued listing standard of the NYSE requiring the Company to maintain an average aggregate global market capitalization attributable to its publicly held shares over a consecutive 30 trading day period of at least $40,000,000. On February 13, 2023, the Company was approved for listing on the NYSE American LLC (the “NYSE American”) and its common stock, units and warrants began trading on the NYSE American on February 16, 2023. |
Basis of Presentation, Summar_2
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Unit Split | Unit Split On April 14, 2021, the Company executed the Second Amended and Restated Limited Liability Company Agreement, as a result of which the Company completed a 10,000 to 1 split of its authorized, issued and outstanding Units, resulting in 1,740,000 Class A Units and 8,360,000 Class B Units being authorized of which 1,740,000 and 8,160,000, respectively were issued and outstanding as of December 31, 2021. The Company also created a new class of units (“Class C Units”), of which 2,500,000 Class C Units were authorized and issued to the newly created entity GRIID Infrastructure Plan Equity LLC, through which profits interests may be issued to employees and service providers of the Company, subject to various vesting conditions. As of December 31, 2022, GRIID Infrastructure Equity Plan LLC had awarded 2,418,000 incentive units, of which 1,672,354 had vested. The holders of Class A Units, Class B Units, and Class C Units are entitled to one vote for each unit held. All disclosures related to units and per unit data in the accompanying consolidated financial statements and related notes reflect this stock split for all periods presented. | |
Cryptocurrencies | Cryptocurrencies Cryptocurrencies, consisting solely of bitcoin, are included in current assets in the accompanying consolidated balance sheets due to the Company’s ability to sell it in a highly liquid marketplace and its intent to liquidate its cryptocurrencies to support operations when needed. Cryptocurrencies awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below. The cryptocurrencies held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. Given that the fair value of cryptocurrencies is readily available (i.e., exchange traded at high volumes with readily observable market prices), the Company determined that performing a qualitative assessment is not necessary, and therefore proceeds directly to a quantitative test. The Company tests cryptocurrency assets for impairment on a daily basis using the intraday low price. The Company measures the amount of impairment loss by comparing the fair value of the cryptocurrency assets to their carrying value on an awarded basis. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Purchases of cryptocurrencies by the Company are included within investing activities in the accompanying consolidated statements of cash flows, while cryptocurrencies awarded to the Company through its mining activities are included as a non-cash first-in first-out | |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets: Years Land Indefinite Energy infrastructure 10 General infrastructure 30 IT infrastructure 5 Miners 3 Miner Chip Inventory 3 Vehicles 5 Office furniture and equipment 3 Leasehold improvements are amortized using the straight-line method over the shorter of the original lease term inclusive of renewals or the estimated useful life of the asset. However, if the lease transfers ownership of the underlying asset to the lessee or the lessee is reasonably certain to exercise an option to purchase the underlying asset, the lessee should amortize the leasehold improvements to the end of their useful life. When assets are retired or disposed of, the cost together with related accumulated depreciation is removed from the Company’s accounts and the resulting gain or loss is reflected in the Company’s consolidated statements of operations. Maintenance and repairs are charged to operating expense as incurred. Significant improvements that substantially enhance the useful life of an asset are capitalized and depreciated. | |
Long-Lived Assets Impairment | Long-Lived Assets Impairment Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, for all assets except miners, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered appropriate. The Company tests its miners for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset (group) might not be recoverable. For example, if its miners are no longer contributing to the Company’s hash rate, or other macroeconomic conditions arise requiring impairment such as a decline in the price of bitcoin, the Company conducts further testing. These tests are done on a preliminary basis to determine whether any potential indicators of impairment exist. If it is determined that a miner is no longer contributing to the Company’s hash rate, is unusable, or other macroeconomic conditions arise, then the Company will proceed to a quantitative impairment test of recoverability. The recoverability of assets to be held is measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. | |
Leases | Leases The Company determines if an arrangement is a lease at inception of the agreement. Finance leases are included in finance lease right-of-use right-of-use ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Finance and operating lease ROU assets and liabilities are recognized based on the present value of lease payments over the lease term at commencement date of the lease. ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentive received. As the Company’s leases do not provide an implicit interest rate, the Company uses the borrowing rates available for similar assets over a similar term based on the information available at the commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The Company’s lease terms may include options to extend or terminate the lease. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company does not recognize a ROU asset nor lease liability for short-term leases. Instead, it recognizes these short-term lease payments in the consolidated statements of operations on a straight-line basis over the lease term. Short-term leases are defined as 12 months or less in duration. | |
Revenue Recognition | Revenue Recognition The Company earns revenue under payout models determined by the mining pool operator. The payout model relevant to the Company during the nine months ended September 30, 2023 and 2022 is referred to as Full Pay Per Share (“FPPS”). The Company notes that all revenue recognized during the nine months ended September 30, 2023 and 2022 was sourced from mining pools operating under the FPPS model. The Company earns 5% of the generated cryptocurrency revenue that is earned under the Mining Services Agreement (see Note 13). The Company records revenue and expense from the arrangement on a gross basis, as the Company represents the principal in relation to the contract. Per the agreement, a $1,000 payment is made by the Customer one month in advance as prepayment for the reimbursement of direct operating and electricity costs. Reimbursement payments are considered reimbursement revenues. Direct costs incurred and reimbursed are also recorded as cost of goods sold. The Company records its revenue related to the 5% revenue share of the generated cryptocurrency under the Mining Services Agreement on a gross basis under mining services revenue in the Statement of Operations. The Company earns various revenues under a development and operation agreement with Helix Digital Partners, LLC (“HDP”). The Company earns curtailment revenue during the months in which HDP curtails the supply of electricity to mines and sells the electricity to the market. A management fee is also recognized in connection with this agreement. The Company also generates cryptocurrency with a percentage to be paid to HDP the following month under the agreement. The Company records the revenues and expenses related to this agreement on a gross basis. The management fee is recognized as mining services revenue, whereas the curtailment revenue and revenue share amounts are recognized as other revenue. All amounts, due to each party, are accrued for and paid out in the next month. | Revenue Recognition Revenue is recognized when control of the goods and services provided is transferred to the Company’s customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods and services using the following steps: (1) identification of the contract, or contracts with a customer, (2) identification of performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract and (5) recognition of revenue when or as the Company satisfies the performance obligations. To identify the performance obligations in a contract with a customer, the Company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers available to it (i.e., the good or service is capable of being distinct), and the Company’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). The transaction price is the amount of consideration to which an entity expects to be entitled to receive in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all the following: • Variable consideration • Constraining estimates of variable consideration • The existence of a significant financing component in the contract • Noncash consideration • Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized under the accounting contract will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. The Company participates, along with other cryptocurrency mining operators, in cryptocurrency mining pools by executing contracts with mining pool operators to perform hash computations for the mining pool. The contracts are terminable at any time by either party without substantive compensation to the other party for such termination. Upon termination, the mining pool operator (i.e., the customer) is required to pay the Company any amount due related to previously satisfied performance obligations. The Company’s enforceable right to compensation begins upon performing hash computations for the mining pool operator. Providing hash computation services is an output of the Company’s ordinary activities and performing such hash computations represents the only performance obligation in the Company’s contracts with mining pool operators. There is no significant financing component present in these transactions. The Company earns revenue under payout models determined by the mining pool operator. The payout model relevant to the Company during the years ended December 31, 2022 and 2021 is referred to as Full Pay Per Share (“FPPS”) payout model. The Company notes that substantially all revenue recognized during the years ended December 31, 2022 and 2021 was earned from providing hash computations to mining pool operators under the FPPS payout model. FPPS Payout Model Under the FPPS payout model, in exchange for performing hash computations (i.e., hashrate) for the mining pool operator (i.e., the customer), which represents the Company’s only performance obligation, the Company is entitled to receive compensation, payable in bitcoin, from the mining pool operator. The amount of compensation due to the Company is determined using the FPPS payout model detailed in the mining pool operator contract. Under the FPPS payout model, the Company earns compensation based upon three variables: Network Block Subsidies, Network Transaction Fees and Pool Operating Fees (each as defined below). The Company’s total compensation is calculated using the following formula: the sum of the Company’s share of (a) Network Block Subsidies and (b) Network Transaction Fees, less (c) Pool Operating Fees. (1) “Network Block Subsidies” means the total amount of block subsidies that are expected to be generated on the bitcoin network as a whole during the 24-hour period beginning at midnight UTC daily (i.e., the measurement period), regardless of whether the mining pool operator successfully records a block to the blockchain. The Company’s share of Network Block Subsidies earned for each measurement period (the “Company’s Network Block Subsidies”) is determined by dividing (a) the total amount of hashrate the Company provides to the mining pool operator, by (b) the total bitcoin network’s implied hashrate (as determined by the bitcoin network difficulty), multiplied by (c) the Network Block Subsidies. (2) “Network Transaction Fees” means the total amount of transaction fees that are actually generated on the blockchain network as a whole during the measurement period. The Company’s share of Network Transaction Fees earned for each measurement period is determined by dividing (a) the total amount of Network Transaction Fees, by (b) the total amount of Network Block Subsidies that are actually generated on the bitcoin network as a whole, multiplied by (c) the Company’s Network Block Subsidies. (3) “Pool Operating Fees” means the fees charged by the mining pool operator for operating the mining pool as set forth on a rate schedule to the mining pool contract. The Pool Operating Fees reduce the total amount of compensation GRIID receives and are only incurred to the extent that GRIID has generated mining revenue during the measurement period. The mining pool operator (i.e., the customer) has a unilateral enforceable right to terminate the contract at any time without substantively compensating the other party for termination. Therefore, the Company has concluded that the duration of the contract is less than 24 hours and that the contract continuously renews throughout the day. Additionally, the Company concluded that the mining pool operator’s (i.e., the customer’s) renewal right is not a material right because the renewal rights do not include any discounts; that is, the terms, conditions, and compensation amounts are at the then-current market rates. For each contract, the Company measures the noncash consideration using the beginning of the day bitcoin spot price on the date of contract inception. The Company recognizes this noncash consideration on the same day that control of the contracted service transfers to the mining pool operator (i.e., the customer), which is the same day as contract inception. Material Contracts with Customers The Company earns revenues from material contracts with customers, the “Data Black River Development and Operation Agreement” and the “Mining Services Agreement”. Refer to discussion within Note 15. |
Cost of Revenue | Cost of Revenue The Company’s cost of revenue consists primarily of direct costs of earning bitcoin related to mining operations, including electric power costs and other utilities, but excluding depreciation and amortization, which are separately stated in the Company’s consolidated statements of operations. | |
Unit-based Compensation | Unit-based Compensation The Company accounts for its unit-based compensation in accordance with FASB 718, Compensation – Stock Compensation non-employees paid-in Under the fair-value method, unit-based compensation associated with stock awards is determined based on the estimated fair value of the award itself, which is equal to the market value of common units on such date. The Company has selected the accrual method for recognizing compensation costs. The Company recognizes forfeitures as they occur. Unit-based Unit-based non-employees non-employee | |
Segment Information | Segment Information The Company operates as a single operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, reviews financial information on an aggregate basis for the purposes of allocating resources and evaluating financial performance. The Company’s operations are in the United States, and it has derived its revenue from selling hash rate to customers in the United States. All the Company’s assets are located in the United States. | |
Restricted Cash | Restricted Cash As of September 30, 2023, the Company has $323 of restricted cash related to a utility surety letter of credit for Red Dog. | Restricted Cash As of December 31, 2022, the Company has $323 of restricted cash related to a utility surety letter of credit for Red Dog. |
Reclassifications | Reclassifications Certain reclassifications have been made within the September 30, 2023 and September 30, 2022, consolidated statement of operations and consolidated statement of cash flow to conform as well as the September 30, 2023 balance sheet to the December 31, 2022 consolidated balance sheet, consolidated statement of operations and consolidated statement of cash flow presentation. | Reclassifications Certain reclassifications have been made within the December 31, 2021 consolidated balance sheet, consolidated statement of operations and consolidated statement of cash flow to conform to the December 31, 2022 consolidated balance sheet, consolidated statement of operations and consolidated statement of cash flow presentation. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information In the opinion of the Company During the nine months ended September 30, 2023, there were no significant changes to the Company’s significant accounting policies described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2022. | |
Basis of Presentation | Basis of Presentation The Company’s unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP | Basis of Presentation The Company’s audited consolidated financial statements have been prepared in accordance with U.S. GAAP. |
Principles of Consolidation | Principles of Consolidation The Company’s unaudited consolidated financial statements include the accounts of the Company and its eight wholly-owned subsidiaries: Union Data LLC (“Union Data”), Red Dog Technologies LLC (“Red Dog”), GIB Compute LLC (“GIB”), Data Black River LLC (“Data Black River”), Ava Data LLC (“Ava Data”), Jackson Data LLC (“Jackson Data”), Badin Data LLC (“Badin Data”), Tullahoma Data LLC (“Tullahoma Data”), LaFolette Data LLC (“LaFolette Data”) and Rutledge Development and Deployment LLC (“Rutledge Development and Deployment”). All intercompany balances and transactions have been eliminated in consolidation. Amounts within the notes to the unaudited consolidated financial statements are presented in thousands of U.S. dollars, except for unit and per unit amounts or as otherwise indicated. | Principles of Consolidation The Company’s audited consolidated financial statements include the accounts of the Company and its eight wholly-owned subsidiaries: Union Data LLC (“Union Data”), Red Dog Technologies LLC (“Red Dog”), GIB Compute LLC (“GIB”), Data Black River LLC (“Data Black River”), Ava Data LLC (“Ava Data”), Jackson Data LLC (“Jackson Data”), Badin Data LLC (“Badin Data”), Tullahoma Data LLC (“Tullahoma Data”), LaFolette Data LLC (“LaFolette Data”) and Rutledge Development and Deployment LLC (“Rutledge Development and Deployment”). All intercompany balances and transactions have been eliminated in consolidation. Amounts within the notes to the audited consolidated financial statements are presented in thousands of U.S. dollars, except for unit and per unit amounts or as otherwise indicated. |
Use of Estimates | Use of Estimates The preparation of unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such judgements, estimates and assumptions include revenue recognition, the useful lives and recoverability of long-lived assets, unit-based compensation expense, impairment analysis of indefinite lived intangibles, and the fair value of the Company’s warrant liability and embedded derivative liability. Actual results experienced by the Company may differ from those estimates. | Use of Estimates The preparation of audited consolidated financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the audited consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such judgements, estimates and assumptions include revenue recognition, the useful lives and recoverability of long-lived assets, unit-based compensation expense, impairment analysis of indefinite lived intangibles, and the fair value of the Company’s warrant liability and embedded derivative liability. Actual results experienced by the Company may differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principle or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Assets and liabilities are measured at fair value using a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1 – Valuations based on quoted prices (unadjusted) for identical assets or liabilities in active markets; • Level 2 – Valuations based on quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in inactive markets; or other inputs that are observable or can be corroborated by observable market data; and • Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgement and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. In determining the fair value of its financial instruments, the Company considers the source of observable market data inputs, liquidity of the instrument, the credit risk of the counterparty to the contract, and its risk of nonperformance. In the case where the fair value is not observable for items subject to fair value measurement, the Company applies valuation techniques deemed the most appropriate under the U.S. GAAP guidance based on the nature of the assets and liabilities being measured. As of December 31, 2022 and 2021, the financial assets or liabilities measured at fair value were the Company’s outstanding USD notes payable and warrant liability balances. The warrant liability associated with warrants issued in conjunction with the Company’s Third Amended and Restated Loan Agreement in 2021 as well as the Fourth Amended and Restated Loan Agreement in 2022 (see Note 11) is accounted for at fair value on a recurring basis with changes in fair value recognized in the consolidated statement of operations. Carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, and accounts payable and accrued liabilities, is of approximate fair value due to the short-term nature of these instruments. The fair value of the Company’s debt approximates carrying value as it was recorded at fair value upon the Company’s extinguishment of debt (see Note 11). | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. Substantially all the Company’s cash and cash equivalents and investments are held at one U.S. financial institution in the United States that management believes is of high credit quality. Such deposits may, at times, exceed federally insured limits or may not be covered by deposit insurance at all. The Company had not experienced any credit losses on its cash and cash equivalents from date-of-inception During the years ended December 31, 2022 and 2021, the Company chose to mine with certain mining pool operators, with revenue generated from their related mining pools constituted as follows: December 31, 2022 December 31, 2021 Pool 1 0.01 % 16.70 % Pool 2 99.9 % 75.00 % Pool 3 0.00 % 8.30 % Additionally, the only cryptocurrency that the Company has mined to date has been bitcoin. As a result, the Company’s profitability is affected by changes in bitcoin pricing. | |
Income Taxes | Income Taxes No provision for federal income taxes is presented in these consolidated financial statements as the Company is a limited liability company, and accordingly the Company’s taxable income is allocated to its members for income tax reporting purposes. However, in certain circumstances, the Company may be required to pay income taxes to state or local jurisdictions. For the years ended December 31, 2022 and 2021, the Company was subject to entity-level taxes in certain states; however, the Company recorded no related liability, given its overall net operating loss position. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the consolidated financial statement 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 effects of future tax rate changes are recognized in the period when the enactment of new rates occurs. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the positions taken or the amount of the positions that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the consolidated statements of operations. | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Recently Adopted In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 catch-up Issued and Not Yet Adopted The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s consolidated financial statements properly reflect the change. In June 2016, the FASB issued ASU 2016-13, 2019-10 November 2019, the new effective date for ASC 326 would be for annual reporting periods beginning after December 15, 2022. The provisions of this ASU are to be applied using a modified-retrospective approach. The Company is currently evaluating the impact, if any, the adoption of ASC 326 may have on its consolidated financial statements and will adopt the provision in fiscal year 2023 | Recently Issued Accounting Pronouncements Recently Adopted In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP and simplifies the diluted earnings per share (“EPS”) calculation in certain areas. Under this ASU there is no separate accounting for embedded conversion features. It has removed certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 for public companies. The Company notes that it adopted this standard as of January 1, 2022 and elected to adopt the modified transition methodology. The Company did not have any instruments that would require a cumulative catch-up adjustment and therefore, this standard did not have a material impact on the Company’s audited consolidated financial statements. Issued and Not Yet Adopted The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s consolidated financial statements properly reflect the change. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2019-10 |
ADIT EDTECH ACQUISITION CORP [Member] | ||
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, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. 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 consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. 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. | 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 of 2002, 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 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 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 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 | 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, 2023 and December 31, 2022. | 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, 2022 and 2021. |
Cash Held in Trust Account | Cash Held in Trust Account Cash held in Trust Account consist of cash, and, prior to January 2023, United States treasury securities. The Company in January 2023 instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of consummation of the Company’s initial business combination or liquidation. The Company classified its United States Treasury securities held prior to January 2023 as held-to-maturity Held-to-maturity Held-to-maturity Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “Trust interest income” line item in the condensed consolidated statements of operations. Trust interest income is recognized when earned. | |
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 in and Equity 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 Cash held in Trust Account for redeemed shares represents amount owed to a stockholder for the shares of common stock they elected to redeem in connection with the shareholder meeting held on December 23, 2022, which was not paid at such time due a clerical error, and was subsequently corrected. As of December 31, 2022, the amount due to this stockholder is reflected as common stock to be redeemed in the accompanying consolidated balance sheet. | |
Fair Value of Financial Instruments | 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, 2023 and December 31, 2022 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 for additional information on assets and liabilities measured at fair value. | 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 consolidated balance sheets. The fair values of cash and promissory note to related party are estimated to approximate the carrying values as of December 31, 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 of the Private Placement Warrants is classified as Level 3. See Note 6 for additional information on assets |
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, 2023 and December 31, 2022, 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, 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 | 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 ASC480-10-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 On December 23, 2022, the Company held a special meeting of stockholders in which the stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate its initial Business Combination up to six times at the election of the Company’s board of directors for an additional one month each time (for a maximum of six one-month In connection with the stockholders’ vote at the special meeting of stockholders on December 23, 2022, holders of 25,132,578 shares of Common Stock exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Company’s Trust Account, representing approximately $253.6 million (approximately $10.09 per share). Following such redemptions, the Company had 2,467,422 Public Shares outstanding. In connection with the stockholders’ vote at a special meeting of stockholders held on July 11, 2023, holders of 467,396 shares of common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account, representing approximately $4.9 million (approximately $10.58 per share). Following redemptions, we have 2,000,026 IPO Shares outstanding. | Common Stock Subject to Possible Redemption All of the 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 On December 23, 2022, the Company held a special meeting of stockholders in which the stockholders approved an amendment to the Company’s Amended and Restated Certification of Incorporation to extend the date by which the Company must consummate its initial Business Combination up to six times at the election of the Company’s board of directors for an additional one month each time (for a maximum of six one-month In connection with the stockholders’ vote at the special meeting of stockholders on December 23, 2022, stockholders representing 25,132,578 shares of common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account for approximately $253.6 million (approximately $10.09 per share). Following redemptions, the Company has 2,467,422 Public Shares outstanding. |
Net (Loss) Income Per Share of Common Stock | Net (Loss) Income 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 shares. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each category for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Redeemable common stock Non- redeemable common stock Redeemable common stock Non- redeemable common stock Redeemable common stock Non- redeemable common stock Redeemable common stock Non- redeemable common stock Basic and diluted net (loss) income per share Numerator: Allocation of net (loss) income $ (56,400 ) $ (188,823 ) $ 540,910 $ 135,228 $ (467,825 ) $ (1,385,134 ) $ 3,700,308 $ 925,077 Denominator: Weighted Average Shares Outstanding 2,060,991 6,900,000 27,600,000 6,900,000 2,330,456 6,900,000 27,600,000 6,900,000 Basic and diluted net (loss) income per $ (0.03 ) $ (0.03 ) $ 0.02 $ 0.02 $ (0.20 ) $ (0.20 ) $ 0.13 $ 0.13 | 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 Year Ended December 31, 2022 Year Ended December 31, 2021 Redeemable Non- Redeemable Redeemable Non- Redeemable Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 3,860,456 $ 972,392 $ (2,091,672 ) $ (541,088 ) Denominator: Weighted Average Shares Outstanding including common stock subject to redemption 27,393,431 6,900,000 26,492,055 6,853,151 Basic and diluted net income (loss) per ordinary share $ 0.14 $ 0.14 $ (0.08 ) $ (0.08 ) |
Offering Costs Associated with Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC340-10-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 ASC815-40, (“ASC815-40”).”The re-assessed At September 30, 2023 and December 31, 2022, the Company has evaluated both the Public Warrants (as defined below) and Private Placement Warrants under ASC 480 and ASC815-40. a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s consolidated statements of operations. On the date of the IPO, the Company’s Private Placement Warrants met the criteria for equity accounting treatment. On December 23, 2021, the Private Placement Warrants were modified such that the Private Placement Warrants no longer meet the criteria for equity treatment. As such, the Private Placement Warrants were treated as derivative liability instruments from the date of the modification. | 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, “Derivatives and Hedging – Contracts in Entity’s Own Stock (“ASC 815-40”).” The is re-assessed at At December 31, 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, |
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, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was (18.14%) and 30.31% for the three months ended September 30, 2023 and 2022, respectively, and (6.64%) and 6.41% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended September 30, 2023 and 2022, 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, 2023 and December 31, 2022. 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, 2022 and 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 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 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 U.S. Department of the Treasury and the Internal Revenue Services have issued initial guidance on which taxpayers may rely on until proposed regulations are published. 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 and any repurchased stock that is statutorily excepted from the excise tax. Because the Company is a Delaware corporation and its common stock is traded on the NYSE American, repurchases of the Company’s stock for cash will be subject to this 1% excise tax, subject to the amount of Common Stock that the Company may issue. The excise tax will be imposed for any taxable year only if the amount of Common Stock repurchased (without regard to the value of stock issued during the year or excepted from the excise tax) exceeds $1 million. Under the initial guidance, the due date for payment of the excise tax for the current taxable year is April 30, 2024. The Company has confirmed that funds in the Trust Account, including the interest earned thereon, shall not be used to pay for any excise tax that may be levied in connection with any redemptions of its Public Shares. On July 11, 2023, holders of 467,396 Public Shares exercised their right to redeem such Public Shares for a total of approximately $4.9 million. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing a Business Combination as of September 30, 2023 and determined that a contingent liability should be calculated and recorded. The referenced contingent liability does not impact the condensed consolidated statements of operations during the referenced period and as pursuant to ASC 480-10-599-3A amoun | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic 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 NYSE American, repurchases of the Company’s stock will be subject to this 1% excise tax. Recently issued guidance from the Department of the Treasury and the Internal Revenue Service does not exclude the Company’s common stock issued in exchange for units of GRIID limited liability company membership units from reducing the value of repurchased stock for this purpose. If the fair market value of the redeemed Public Shares is netted against the fair market value of the Company’s common stock issued in connection with the Merger, there should be no liability for the stock repurchase excise tax as a result of the redemption of Public Shares. If, however, the new excise tax is imposed on the Company with respect to redemptions of Public Shares in connection with the Merger, the Company will use interest earned on the Trust Account, as permitted by the Amended and Restated Certificate of Incorporation, to satisfy any excise tax liability. |
Recently Issued Accounting Pronouncements | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) (“ASU2020-06”) ASU2020-06 ASU2020-06 if-converted ASU2020-06 ASU2020-06 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 2020-06 amends if-converted ASU 2020-06 is ASU 2020-06 would Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements. |
Cryptocurrencies (Tables)
Cryptocurrencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Summary of additional information about cryptocurrencies | The following table presents additional information about cryptocurrencies as September 30, December 31, Beginning Balance $ 51 $ 15,050 Cryptocurrencies received from mining 5,987 13,496 Mining services revenue 615 884 Mining pool operating fees (4 ) (19 ) Consideration paid related to operating agreement — (461 ) Proceeds from sale of cryptocurrencies (6,535 ) (26,871 ) Realized gain on sale of cryptocurrencies 273 3,998 Impairment of cryptocurrencies (253 ) (6,026 ) Ending Balance $ 134 $ 51 | The following table presents additional information about cryptocurrencies as follows: Years Ended December 31, December 31, Beginning balance $ 15,050 $ 3,376 Cryptocurrencies received from mining 13,496 30,772 Mining services revenue 884 75 Mining pool operating fees (19 ) (21 ) Consideration paid related to operation agreement (461 ) (150 ) Proceeds from sale of cryptocurrencies (26,871 ) (27,173 ) Proceeds of sale of miner equipment — 217 Realized gain on sale of cryptocurrencies and consideration paid 3,998 16,451 Other expenses recognized — (25 ) Interest payments on notes payable — (1,164 ) Impairment of cryptocurrencies (6,026 ) (7,308 ) Ending balance $ 51 $ 15,050 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Summary of Property, Plant and Equipment | Property and equipment, net consist of the following: September 30, December 31, 2023 2022 Land $ 421 $ 658 Energy infrastructure 4,234 4,664 General infrastructure 12,434 12,402 IT infrastructure 824 820 Miners 15,833 15,759 Vehicle 76 140 Office furniture and equipment 344 344 Assets not placed in service 662 662 Miner chip inventory 11,498 11,498 Gross property and equipment 46,326 46,947 Less: accumulated depreciation (14,099 ) (9,791 ) Total property and equipment, net $ 32,227 $ 37,156 | Property and equipment, net consist of the following: Years Ended December 31, December 31, Land $ 659 $ 422 Assets not placed into service 662 — Energy infrastructure 4,664 6,079 General infrastructure 12,402 4,584 IT infrastructure 820 965 Miners 15,759 12,962 Vehicle 140 64 Office furniture and equipment 343 89 Miner chip inventory 11,498 — Gross property and equipment $ 46,947 $ 25,165 Less: accumulated depreciation (9,791 ) (4,063 ) Total property and equipment, net $ 37,156 $ 21,102 |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Schedule Of Finance And Operating Lease Assets And Lease Liabilities | Finance and operating lease assets and lease liabilities are as follows: September 30, December 31, Lease Classification Classification 2023 2022 Assets Current Operating Current assets $ — $ — Finance Current assets 1 1 Long-term Operating Long-term assets 2,327 2,454 Finance Long-term assets 49 96 Total right-of-use $ 2,377 $ 2,551 Liabilities Current Operating Short-term lease liability $ 225 $ 205 Finance Short-term lease liability 6 377 Noncurrent Operating Long-term lease liability 2,167 2,300 Finance Long-term lease liability 94 98 Total lease liabilities $ 2,492 $ 2,980 | Finance and operating lease assets and lease liabilities are as follows: Lease Classification Classification December 31, 2022 December 31, 2021 Assets Current Operating Current assets $ — $ 60 Finance Current assets 1 20 Long-term Operating Long-term assets 2,454 1,289 Finance Long-term assets 96 241 Total right-of-use assets $ 2,551 $ 1,610 Liabilities Current Operating Short-term lease liability $ 205 $ — Finance Short-term lease liability 377 — Noncurrent Operating Long-term lease liability 2,300 1,209 Finance Long-term lease liability 98 433 Total lease liabilities $ 2,980 $ 1,642 |
Schedule Of Lease Expense | The components of lease expense were as follows: Three Months Ended Nine Months Ended Sep 30, Sep 30, Sep 30, Sep 30, 2023 2022 2023 2022 Operating lease expense $ 112 $ 104 $ 328 $ 203 Finance lease expense Amortization on ROU assets 7 48 48 94 Interest on lease liabilities 1 15 13 29 Short-term lease expense 15 25 45 49 Total lease expense $ 135 $ 192 $ 434 $ 375 | The components of lease expense were as follows: Year Ended December 31, December 31, Operating lease expense $ 412 $ 30 Finance lease expense Amortization on ROU assets 192 151 Interest on lease liabilities 59 46 Short-term lease expense 86 54 Total lease expense $ 749 $ 281 |
Schedule Of Other Information Related To Leases | Other information related to leases was as follows: Nine Months Ended Nine Months Ended Sep 30, 2023 Sep 30, 2022 Weighted average remaining lease term (in years) Operating leases 8.1 9.1 Finance leases 2.2 1.0 Weighted average discount rate: Operating leases 8.1 % 8.0 % Finance lease 4.6 % 12.7 % Three Months Ended Nine Months Ended Sep 30, Sep 30, Sep 30, Sep 30, Cash paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $ 107 $ 56 $ 316 $ 143 Operating cash flows from finance leases $ 2 $ 11 $ 14 $ 34 ROU assets obtained in exchange for lease obligations Operating leases $ — $ — $ 55 $ 1,375 Finance lease $ — $ — $ — $ 47 | Other information related to leases was as follows: Year Ended December 31, December 31, Weighted average remaining lease term (in years) Operating leases 8.8 9.9 Finance leases 0.8 1.6 Weighted average discount rate: Operating leases 8.0 % 7.0 % Finance lease 12.7 % 13.6 % Year Ended December 31, December 31, Cash paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $ 222 $ 170 Operating cash flows from finance leases $ 45 $ 32 ROU assets obtained in exchange for lease obligations Operating leases $ 1,375 $ 1,306 Finance lease $ 47 $ 338 |
Schedule Of Future Minimum Lease Payments Under Non-Cancellable Leases | Future minimum lease payments under non-cancellable Year Operating Leases Finance Leases Remainder of 2023 $ 107 $ 2 2024 402 10 2025 371 32 2026 367 65 2027 412 — 2028 412 — Thereafter 1,220 — Total future minimum lease payments 3,291 109 Less: imputed interest (899 ) (10 ) Total 2,392 99 Plus: lease asset, current — 1 Less: lease liability, current (225 ) (6 ) Total long-term lease liability $ 2,167 $ 94 | Future minimum lease payments under non-cancellable Year Operating Leases Finance Leases 2023 $ 398 $ 390 2024 371 10 2025 366 32 2026 367 66 2027 412 — 2028 412 — Thereafter 1,220 — Total future minimum lease payments 3,546 498 Less: imputed interest (1,041 ) (23 ) Total 2,505 475 Plus: lease asset, current — — Less: lease liability, current (205 ) (377 ) Total long-term lease liability $ 2,300 $ 98 |
Long-Term Deposits (Tables)
Long-Term Deposits (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Deposits [Abstract] | ||
Schedule of Longterm Deposits | September 30, December 31, 2023 2022 Deposits on property and equipment $ 5,305 $ 4,846 Other long-term deposits 95 95 Total long-term deposits $ 5,400 $ 4,941 | December 31 2022 December 31, Supply Agreement deposit $ — $ 10,000 Deposits on property and equipment 4,873 — Other long-term deposits 68 519 Total long-term deposits $ 4,941 $ 10,519 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accrued Liabilities, Current [Abstract] | ||
Schedule of Accrued Expenses and Other Current Liabilities | September 30, December 31, 2023 2022 Accrued legal $ 2,198 $ 2,198 Accrued professional fees — 60 Accrued wages and benefits 980 251 Other accrued expenses and other current liabilities 565 666 Total accrued expenses and other current liabilities $ 3,743 $ 3,175 | December 31, December 31, Accrued legal $ 2,198 $ 1,250 Accrued professional fees 460 367 Other accrued expenses and other current liabilities 517 545 Total accrued expenses and other current liabilities $ 3,175 $ 2,162 |
Debt and Warrants (Tables)
Debt and Warrants (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Summary Of Aggregate Annual Future Maturities Of The Loans | Aggregate annual future maturities of the Loans as of September 30, 2023 are as follows: Year Total Remainder of 2023 $ 2,053 2024 10,295 2025 57,433 2026 — Total $ 69,781 Less: Unamortized debt discount (14,923 ) Plus: Capitalized interest 5,645 Total U.S. dollar notes payable, net $ 60,503 | Aggregate annual future maturities of the Loans as of December 31, 2022 are as follows: Year Total 2023 $ 4,303 2024 250 2025 58,773 2026 — Total $ 63,326 Less: Unamortized debt discount (16,977 ) Plus: Capitalized interest — Total U.S. dollar notes payable, net $ 46,349 |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Prior Period Adjustment [Abstract] | ||
Summary of restatements on the Consolidated Statements of Operations | The effect of the restatements on the Consolidated Statements of Operations for the year ended December 31, 2021 are summarized in the following tables: Year Ended December 31, 2021 As Adjustment As Total revenue, net $ 30,826 $ — $ 30,826 Total operating expenses 27,548 (16,451 ) 11,097 (Loss) income from operations 4,234 16,451 20,685 Total other (expense) income (15,094 ) (16,451 ) (31,545 ) (Loss) income before income taxes (10,860 ) — (10,860 ) | |
Summary of restatements on the Consolidated Statement of Cash Flows | These restatements did not result in any change in total net income (loss) from operations or the cash balances for the nine months ended September 30, 2022. Nine Months Ended September 30, 2022 As Reported Adjustment As Restated Beginning balance of cash $ 286 $ 323 $ 609 Net cash provided by (used in) operating activities 19,011 (29,472 ) (10,461 ) Net cash used in investing activities (27,008 ) 29,472 2,464 Ending cash balance 2,070 323 2,393 | The effect of the restatements on the Consolidated Statement of Cash Flows for the year ended December 31, 2022 and 2021 are summarized in the following tables: Year Ended December 31, 2022 As Reported Adjustment As Restated Beginning balance of cash $ 609 $ — $ 609 Net cash provided by (used in) operating activities 13,091 (32,586 ) (19,495 ) Net cash provided by (used in) investing activities (26,612 ) 32,586 5,974 Ending cash balance 969 — 969 Year Ended December 31, 2021 As Reported Adjustment As Restated Beginning balance of cash $ 31 $ — $ 31 Net cash provided by (used in) operating activities 12,354 (27,173 ) (14,819 ) Net cash provided by (used in) investing activities (23,671 ) 27,173 3,502 Ending cash balance 609 — 609 |
Basis of Presentation, Summar_3
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedules of Concentration of Risk, by Risk Factor | During the years ended December 31, 2022 and 2021, the Company chose to mine with certain mining pool operators, with revenue generated from their related mining pools constituted as follows: December 31, 2022 December 31, 2021 Pool 1 0.01 % 16.70 % Pool 2 99.9 % 75.00 % Pool 3 0.00 % 8.30 % | |
Schedule of Useful Lives of Property Plant And Equipment | Years Land Indefinite Energy infrastructure 10 General infrastructure 30 IT infrastructure 5 Miners 3 Miner Chip Inventory 3 Vehicles 5 Office furniture and equipment 3 | |
ADIT EDTECH ACQUISITION CORP [Member] | ||
Schedule of Net (Loss) Income Per Share of Common Stock | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each category for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Redeemable common stock Non- redeemable common stock Redeemable common stock Non- redeemable common stock Redeemable common stock Non- redeemable common stock Redeemable common stock Non- redeemable common stock Basic and diluted net (loss) income per share Numerator: Allocation of net (loss) income $ (56,400 ) $ (188,823 ) $ 540,910 $ 135,228 $ (467,825 ) $ (1,385,134 ) $ 3,700,308 $ 925,077 Denominator: Weighted Average Shares Outstanding 2,060,991 6,900,000 27,600,000 6,900,000 2,330,456 6,900,000 27,600,000 6,900,000 Basic and diluted net (loss) income per $ (0.03 ) $ (0.03 ) $ 0.02 $ 0.02 $ (0.20 ) $ (0.20 ) $ 0.13 $ 0.13 | 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 year-ended December 31, 2022 and 2021: Year Ended December 31, 2022 Year Ended December 31, 2021 Redeemable Non- Redeemable Redeemable Non- Redeemable Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 3,860,456 $ 972,392 $ (2,091,672 ) $ (541,088 ) Denominator: Weighted Average Shares Outstanding including common stock subject to redemption 27,393,431 6,900,000 26,492,055 6,853,151 Basic and diluted net income (loss) per ordinary share $ 0.14 $ 0.14 $ (0.08 ) $ (0.08 ) |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
ADIT EDTECH ACQUISITION CORP [Member] | ||
Schedule of Common Stock Subject to Possible Redemption | As of September 30, 2023 and December 31, 2022, common stock subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled in the following table: Common stock subject to possible redemption, December 31, 2022 25,273,823 Add: Remeasurement of carrying value to redemption value 579,858 Common stock subject to possible redemption, March 31, 2023 25,853,681 Add: Remeasurement of carrying value to redemption value 609,241 Common stock subject to possible redemption, June 30, 2023 $ 26,462,922 Less: Redemptions (4,945,692 ) Add: Remeasurement of carrying value to redemption value 334,134 Common stock subject to possible redemption, September 30, 2023 $ 21,851,364 | As of December 31, 2022 and 2021, common stock subject to possible redemption reflected on the consolidated balance sheets is reconciled in the following table: January 1, 2021 $ — 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 Remeasurement of carrying value to redemption value 2,986,368 Redemptions (253,712,545 ) Common stock subject to possible redemption, December 31, 2022 $ 25,273,823 |
Fair Value Hierarchy (Tables)
Fair Value Hierarchy (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | As of September 30, 2023, the fair value of the warrant liability measured on a recurring basis was as follows: Level 1 Level 2 Level 3 Total Warrant Liability $ — $ — $ 94,768 $ 94,768 As of December 31, 2022, the fair value of the warrant liability measured on a recurring basis was as follows: Level 1 Level 2 Level 3 Total Warrant Liability $ — $ — $ 76,423 $ 76,423 | As of December 31, 2022, the fair value of the warrant liability measured on a recurring basis was as follows: Level 1 Level 2 Level 3 Total Warrant Liability $— $ — $76,423 $ 76,423 As of December 31, 2021, the fair value of the warrant liability measured on a recurring basis was as follows: Level 1 Level 2 Level 3 Total Warrant Liability $ — $ — $ 29,820 $ 29,820 |
Schedule of Quoted Prices | Date ADEX Share October 9, 2022 $ 9.91 December 31, 2022 $ 10.11 March 31, 2023 $ 10.34 June 30, 2023 $ 10.56 September 30, 2023 $ 10.67 The observable input of quoted prices for ADEX on the issuance dates and December 31, 2022 were as follows: Date ADEX Share October 9, 2022 $ 9.91 December 31, 2022 $ 10.11 | The observable input of quoted prices for ADEX on the issuance dates and December 31, 2022 were as follows: Date ADEX Share October 9, 2022 $ 9.91 November 3, 2022 $ 9.96 November 8, 2022 $ 9.97 November 9, 2022 $ 9.97 November 15, 2022 $ 9.98 November 16, 2022 $ 9.99 November 18, 2022 $ 10.00 November 28, 2022 $ 10.01 December 1, 2022 $ 10.03 December 2, 2022 $ 10.03 December 30, 2022 $ 10.11 December 31, 2022 $ 10.11 |
Schedule of The Unobservable Inputs | The unobservable inputs on the issuance dates and September 30, 2023 were as follows: October 9 – Management estimate of number of shares outstanding at closing 67,867,422 Management estimate of probability of Merger Agreement not being consummated de minimis Percentage of common shares at closing of Merger Agreement subject to warrants 11.14 % The unobservable inputs on the issuance dates and December 31, 2022 were as follows: October 9 -December Management estimate of number of shares outstanding at closing 67,867,422 Management estimate of probability of Merger Agreement not being consummated de minimis Percentage of common shares at closing of Merger Agreement subject to warrants 11.14 % | The unobservable inputs on the issuance dates and December 31, 2022 were as follows: October 9 - Management estimate of number of shares outstanding at closing . . . . . . . . . . . . . . . . . . . . . 67,867,422 Management estimate of probability of Merger Agreement not being consummated . de minimis Percentage of common shares at closing of Merger Agreement subject to warrants 11.14 % The assumptions used to measure the fair value of the warrant liability as of the date of issuance and as of December 31, 2021, respectively were as follows: December 31, Volatility Rate 45.0 % Risk-free rate 1.28 % Expected dividend yield 0.00 % Expected term 5.25 |
Schedule of Information About Significant Unobservable Inputs | The following table presents information as of December 31, 2021 about significant unobservable inputs (Level 3) used in the valuation of liabilities measured at fair value in 2021: Financial Instrument Fair Value Valuation Technique Significant Unobservable Inputs Warrant Liability $ 29,280 Black Scholes Expected volatility, fair value of member unit | |
Summary of Changes in Fair Value | A summary of the changes in the Company’s warrant liability measured at fair value using significant observable inputs (Level 3) as of September 30, 2023 and December 31, 2022, respectively, was as follows: September 30, December 31, 2023 2022 Warrant liability, beginning balance $ 76,423 $ 29,820 Change in fair value 4,598 (15,770 ) Modification of warrants — 5,379 Gain on termination of warrants — (139 ) Issuance/cancellation of warrants 13,747 57,133 Warrant liability, ending balance $ 94,768 $ 76,423 | A summary of the changes in the Company’s warrant liability measured at fair value using significant unobservable inputs (Level 3) in 2021 and using observable inputs (Level 2) as of December 31, 2022 was as follows: Warrant liability as of December 31, 2020 $ — Warrants issued 29,234 Change in fair value 586 Warrant liability as of December 31, 2021 29,820 Change in fair value (15,770 ) Issuance of warrants 57,133 Modification of warrants 5,379 Issuance of warrant (139 ) Warrant liability as of December 31, 2022 $ 76,423 |
ADIT EDTECH ACQUISITION CORP [Member] | ||
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, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, 2023 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 $ 523,440 $ — $ — $ 523,440 $ 523,440 $ — $ — $ 523,440 December 31, 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 $ 459,236 $ — $ — $ 459,236 $ 459,236 $ — $ — $ 459,236 | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs (Level 3) Liabilities: Warrant liability – Private Placement Warrants $ 459,236 $ — $ — $ 459,236 $ 459,236 $ — $ — $ 459,236 December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs (Level 3) 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 December 31, 2022 and 2021 are as follows: Carrying Value/Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2022 Cash $ 25,041,388 $ — $ — $ 25,041,388 $ 25,041,388 $ — $ — $ 25,041,388 Carrying Value/ 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 | |
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 September 30, 2023 and December 31, 2022: Input September 30, 2023 December 31, 2022 Expected term (years) 0.83 0.91 Expected volatility 4.7 % 8.3 % Risk-free interest rate 5.48 % 4.74 % Stock price $ 10.67 $ 10.11 Dividend yield 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 | 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 December 31, 2022 and December 31, 2021: Input December 31, 2022 December 31, 2021 Expected term (years) 0.91 5.40 Expected volatility 8.3 % 11.70 % Risk-free interest rate 4.74 % 1.20 % Stock price $ 10.11 $ 9.90 Dividend yield 0.00 % 0.00 % Exercise price $ 11.50 $ 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 ) Fair value as of September 30, 2022 $ 335,745 Fair value as of December 31, 2022 $ 459,236 Change in fair value 151,444 Fair value as of March 31, 2023 610,680 Change in fair value 21,810 Fair value as of June 30, 2023 632,490 Change in fair value (109,050 ) Fair value as of September 30, 2023 $ 523,440 | 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 (4,585,205 ) Fair value as of December 31, 2022 $ 459,236 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax [Line Items] | |
Schedule of Net Deferred Tax Assets | The tax effects of the primary temporary differences included in net deferred tax assets and liabilities consist of the following: December 31, December 31, Deferred Tax Assets Net operating loss carryforwards $ 453 $ 37 Cryptocurrency impairment and appreciation — — Lease Liability 126 87 Accruals — — Capitalized expenses 7 417 Non-cash — — Deferred tax assets $ 586 $ 541 Deferred Tax Liabilities Debt discount — (914 ) Depreciation (96 ) (187 ) Right-of-use (110 ) (85 ) Warrants (601 ) — Other (8 ) (10 ) Deferred tax liabilities (815 ) (1,196 ) Less: Valuation allowance — — Net deferred tax assets (liabilities) $ (229 ) $ (655 ) |
Schedule of Income Tax Provisions | The income tax provision (benefit) is summarized as follows: December 31, 2022 December 31, 2021 Current State $ — 120 Total current tax provision — 120 Deferred State $ (298 ) $ 1,290 Total deferred income tax provision (benefit) (298 ) 1,290 Change in valuation allowance $ — $ (635 ) Total tax benefit $ (298 ) $ 775 |
ADIT EDTECH ACQUISITION CORP [Member] | |
Income Tax [Line Items] | |
Schedule of Net Deferred Tax Assets | The Company’s net deferred tax assets are as follows: December 31, 2022 December 31, 2021 Deferred tax assets: Organizational costs/Startup expenses $ 321,981 $ 152,688 Federal net operating loss carryforwards — 17,851 Total deferred tax assets 321,981 170,539 Valuation allowance (321,981 ) (170,539 ) Deferred tax assets, net of allowance $ — $ — |
Schedule of Income Tax Provisions | The income tax provision consists of the following: December 31, 2022 December 31, 2021 Federal Current $ 795,203 $ — Deferred (151,332 ) (170,539 ) State Current — — Deferred — — Change in valuation allowance 151,332 170,539 Income tax provision $ 795,203 $ — |
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, 2022 and 2021 are as follows: December 31, 2022 December 31, 2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of warrants -17.1 % 7.6 % Acquisition related expenses 7.5 % -22.1 % Change in valuation allowance 2.7 % -6.5 % Effective tax rate 14.1 % — % |
Unit-based Compensation (Tables
Unit-based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Summary of IU Activity Under the Plan | The IU activity under the Plan for the nine months ended September 30, 2023 and 2022, respectively, was as follows: September 30, September 30, 2023 2022 Unvested December 31 754,986 1,557,911 Vested (436,697 ) (602,295 ) Forfeited — (29,166 ) Unvested September 30 318,289 926,450 | IU activity under the Plan for the years ended December 31, 2022 and 2021, respectively, was as follows: Number of Weighted- average grant Unvested, December 31, 2020 2,418,000 $ 0.19 Vested (893,633 ) 0.19 Forfeited — — Unvested, December 31, 2021 1,524,367 0.19 Vested (778,721 ) 0.19 Forfeited — — Unvested, December 31, 2022 745,646 $ 0.19 |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Details) - ADIT EDTECH ACQUISITION CORP [Member] | 1 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jul. 12, 2023 USD ($) $ / shares | Jul. 11, 2023 USD ($) $ / shares shares | Feb. 07, 2023 shares | Dec. 23, 2022 USD ($) Day $ / shares shares | Jan. 19, 2021 USD ($) $ / shares shares | Jan. 14, 2021 USD ($) $ / shares shares | Oct. 31, 2020 USD ($) | Jun. 14, 2023 shares | Jul. 14, 2023 USD ($) Extension $ / shares | Sep. 30, 2023 USD ($) Subsidiary Day $ / shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) Subsidiary $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Jan. 12, 2023 USD ($) | Dec. 31, 2020 USD ($) | Oct. 23, 2020 USD ($) | |
Organization And Basis Of Operations [Line Items] | ||||||||||||||||
Federal income tax and prepaid franchise tax payable | $ 700,000 | |||||||||||||||
Date by which business combination shall be consumated after extension one | Jul. 14, 2023 | |||||||||||||||
Date by which business combination shall be consumated after extension two | Jan. 14, 2024 | |||||||||||||||
Proceeds from related party debt | $ 202,683 | $ 100,000 | 150,000 | $ 150,000 | ||||||||||||
Sale of Units, net of underwriting discount and offering expenses, shares | shares | 3,600,000 | |||||||||||||||
Shares issued price per share | $ / shares | $ 10 | |||||||||||||||
Gross proceeds from issuance of initial public offering | $ 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 | $ 7,270,000 | |||||||||||||
Period of underwriters option to purchase units | 45 days | |||||||||||||||
Deferred underwriting fees | $ 720,000 | |||||||||||||||
Transaction costs | 13,836,086 | |||||||||||||||
Underwriting discount | 4,800,000 | |||||||||||||||
Deferred underwriting discounts and commissions | 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, 2024 | Jul. 14, 2023 | ||||||||||||||
Number of business days | Day | 10 | 10 | ||||||||||||||
Common stock, shares redeemed | shares | 25,132,578 | 25,132,578 | ||||||||||||||
Common stock, redemption value | $ 253,600,000 | |||||||||||||||
Temporary equity redemption price per share | $ / shares | $ 10.58 | $ 10.09 | $ 10.93 | $ 10.24 | $ 10 | |||||||||||
Outstanding principal amount | $ 444,136 | |||||||||||||||
Price per Public Share reduction to amount held in Trust Account | $ / shares | $ 10 | |||||||||||||||
Operating bank account balance | $ 200,000 | $ 1,000,000 | ||||||||||||||
Working capital | 5,200,000 | |||||||||||||||
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 | ||||||||||||||
Minimum | ||||||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||||||
Average aggregate global market capitalization | shares | 40,000,000 | |||||||||||||||
IPO | ||||||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||||||
Sale of Units, net of underwriting discount and offering expenses, shares | shares | 24,000,000 | 24,000,000 | ||||||||||||||
Shares issued price per share | $ / shares | $ 10 | $ 10 | $ 10 | |||||||||||||
Gross proceeds from issuance of initial public offering | $ 240,000,000 | |||||||||||||||
Transaction costs | $ 15,800,000 | $ 15,800,000 | ||||||||||||||
Underwriting discount | 5,500,000 | 5,500,000 | ||||||||||||||
Deferred underwriting discounts and commissions | 9,700,000 | 9,700,000 | ||||||||||||||
Other offering costs | $ 700,000 | $ 700,000 | ||||||||||||||
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 | |||||||||||||||
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 | |||||||||||||||
Promissory Note | ||||||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||||||
Outstanding principal amount | 1,478,272 | |||||||||||||||
Promissory Note | Maximum | ||||||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||||||
Aggregate principal amount | 1,800,000 | |||||||||||||||
ADEX Merger Sub, LLC | ||||||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||||||
Number of subsidiary | Subsidiary | 1 | 1 | ||||||||||||||
Date of incorporation | Nov. 24, 2021 | Nov. 24, 2021 | ||||||||||||||
GRIID Infrastructure LLC | ||||||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||||||
Aggregate deposit amount | $ 888,272 | |||||||||||||||
Aggregate deposits amount per share | $ / shares | $ 0.06 | |||||||||||||||
Number of extensions | Extension | 6 | |||||||||||||||
Extensions term | 1 month | |||||||||||||||
Aggregate principal amount | 1,800,000 | |||||||||||||||
Outstanding principal amount | $ 1,478,272 | |||||||||||||||
Sponsor | Promissory Note | ||||||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 150,000 | |||||||||||||||
Related Party | Sponsor | Promissory Note | ||||||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||||||
Promissory note - related party | $ 150,000 | |||||||||||||||
Related Party | Sponsor | Founder Shares | ||||||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||||||
Related party offering costs | $ 25,000 | |||||||||||||||
November Trache [Member] | ||||||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||||||
Aggregate amount of money to be deposited in the trust account | $ 60,000 | |||||||||||||||
December Tranche [Member] | ||||||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||||||
Aggregate amount of money to be deposited in the trust account | $ 60,000 | |||||||||||||||
Second Extension | ||||||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||||||
Date by which business combination shall be consumated after extension one | Jul. 14, 2023 | |||||||||||||||
Date by which business combination shall be consumated after extension two | Oct. 14, 2023 | |||||||||||||||
Payment per share to acquire restricted investments | $ / shares | $ 0.03 | |||||||||||||||
Second Extension | ADEXG R I I D Infrastructure L L C | ||||||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||||||
Payment to acquire restricted investments | $ 240,000 | |||||||||||||||
Second Extension | GRIID Infrastructure LLC | ||||||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||||||
Proceeds from related party debt | 240,000 | |||||||||||||||
Second Extension | Tranche One | ||||||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||||||
Payment to acquire restricted investments | 60,000 | |||||||||||||||
Second Extension | Tranche Two | ||||||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||||||
Payment to acquire restricted investments | $ 60,000 | |||||||||||||||
Common Class A | ||||||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||||||
Temporary equity stock shares redeemed during the period shares | shares | 467,396 | |||||||||||||||
Temporary equity stock shares redeemed during the period value | $ 4,900,000 | $ 4,900,000 |
Description of Business - Addit
Description of Business - Additional Information (Details) | Nov. 29, 2021 $ / shares shares |
Description of Business [Abstract] | |
Number of shares of stock issued during the period pursuant to acquisitions | shares | 58,500,000 |
Common stock, par value | $ / shares | $ 0.0001 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Summary of restatements on the Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Total revenue, net | $ 4,858 | $ 5,675 | $ 14,070 | $ 17,953 | $ 22,355 | $ 30,826 |
Total operating expenses | 11,097 | |||||
(Loss) income from operations | (3,062) | (4,319) | (9,468) | (13,748) | (19,745) | 20,685 |
Total other (expense) income | (8,987) | (19,491) | (24,792) | (23,507) | (42,159) | (31,545) |
Loss before income taxes | $ (12,049) | $ (23,810) | $ (34,260) | $ (37,255) | $ (61,904) | (10,860) |
As Reported [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Total revenue, net | 30,826 | |||||
Total operating expenses | 27,548 | |||||
(Loss) income from operations | 4,234 | |||||
Total other (expense) income | (15,094) | |||||
Loss before income taxes | (10,860) | |||||
Adjustment [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Total revenue, net | ||||||
Total operating expenses | (16,451) | |||||
(Loss) income from operations | 16,451 | |||||
Total other (expense) income | (16,451) | |||||
Loss before income taxes |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Summary of restatements on the Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Cash, beginning of the period | $ 969 | $ 609 | $ 609 | $ 31 |
Net cash provided by (used in) operating activities | (15,355) | (10,461) | (19,495) | (14,819) |
Net cash provided by (used in) investing activities | 8,557 | 2,464 | 5,974 | 3,502 |
Cash, end of the period | 814 | 2,393 | 969 | 609 |
As Reported [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Cash, beginning of the period | 286 | |||
Net cash provided by (used in) operating activities | 19,011 | |||
Net cash provided by (used in) investing activities | (27,008) | |||
Cash, end of the period | 2,070 | 286 | ||
Adjustment [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Cash, beginning of the period | 323 | |||
Net cash provided by (used in) operating activities | (29,472) | |||
Net cash provided by (used in) investing activities | 29,472 | |||
Cash, end of the period | 323 | 323 | ||
As Restated [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Cash, beginning of the period | 609 | |||
Net cash provided by (used in) operating activities | (10,461) | |||
Net cash provided by (used in) investing activities | 2,464 | |||
Cash, end of the period | 2,393 | 609 | ||
As Reported [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Cash, beginning of the period | 969 | 609 | 609 | 31 |
Net cash provided by (used in) operating activities | 13,091 | 12,354 | ||
Net cash provided by (used in) investing activities | (26,612) | (23,671) | ||
Cash, end of the period | 969 | 609 | ||
Adjustment [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Cash, beginning of the period | 0 | 0 | 0 | 0 |
Net cash provided by (used in) operating activities | (32,586) | (27,173) | ||
Net cash provided by (used in) investing activities | 32,586 | 27,173 | ||
Cash, end of the period | 0 | 0 | ||
As Restated [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Cash, beginning of the period | $ 969 | $ 609 | 609 | 31 |
Net cash provided by (used in) operating activities | (19,495) | (14,819) | ||
Net cash provided by (used in) investing activities | 5,974 | 3,502 | ||
Cash, end of the period | $ 969 | $ 609 |
Liquidity and Financial Condi_2
Liquidity and Financial Condition - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Liquidity And Financial Condition [Line Items] | ||||||
Net income (loss) | $ (11,861) | $ (23,659) | $ (33,906) | $ (36,961) | $ (61,606) | $ (11,635) |
Accumulated deficit | (124,514) | (124,514) | (90,680) | (26,939) | ||
Total cash and restricted cash | 814 | $ 2,393 | 814 | $ 2,393 | 969 | $ 609 |
Fund Future [Member] | ||||||
Disclosure Of Liquidity And Financial Condition [Line Items] | ||||||
Total cash and restricted cash | $ 491 | $ 491 | $ 969 |
Basis of Presentation, Summar_4
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Sep. 30, 2023 USD ($) $ / shares shares | Jul. 11, 2023 USD ($) $ / shares shares | Dec. 23, 2022 USD ($) Day $ / shares shares | Aug. 16, 2022 USD ($) | Mar. 31, 2021 shares | Jan. 14, 2021 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2023 USD ($) Day $ / shares shares | Sep. 30, 2022 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Dec. 23, 2021 shares | Dec. 31, 2020 shares | |
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Unrecognized tax benefits | $ 0 | $ 0 | |||||||||||||
Stock split arrangement | 10,000 to 1 | ||||||||||||||
Restricted cash and cash equivalents | $ 323,000 | $ 323,000 | $ 323,000 | $ 323,000 | $ 323,000 | $ 323,000 | 323,000 | $ 323,000 | |||||||
Block Chain Access UK Limited | Mining Services Agreement Revenue | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Percentage of revenue received to eligible to be deposited in the company account | 5% | ||||||||||||||
Mining Service Agreement | Block Chain Access UK Limited | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Monthly customer advance | $ 1,000,000 | 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||||||||
Percentage of revenue received to eligible to be deposited in the company account | 5% | 5% | |||||||||||||
Mining Service Agreement | Block Chain Access UK Limited | Mining Services Agreement Revenue | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Percentage of eligible revenue that is freely available for the company | 5% | 5% | |||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Unrecognized tax benefits | $ 0 | 0 | |||||||||||||
Accrued for interest and penalties | 0 | 0 | |||||||||||||
Excise tax payable On redemption of stock current | $ 49,000 | 49,000 | $ 49,000 | ||||||||||||
Cash equivalents | $ 0 | $ 0 | 0 | 0 | $ 0 | ||||||||||
Federal deposit insurance coverage | $ 250,000 | $ 250,000 | |||||||||||||
Temporary equity shares outstanding | shares | 2,000,026 | 2,000,026 | 2,467,422 | 2,000,026 | 2,000,026 | 2,467,422 | 27,600,000 | ||||||||
Number of additional extension month for initial business combination | 1 month | ||||||||||||||
Number of maximum extension month for initial business combination | 6 months | ||||||||||||||
Number of business days | Day | 10 | 10 | |||||||||||||
Common stock, shares redeemed | shares | 25,132,578 | 25,132,578 | |||||||||||||
Common stock, redemption value | $ 253,600,000 | ||||||||||||||
Temporary equity redemption price per share | $ / shares | $ 10.93 | $ 10.58 | $ 10.09 | $ 10.93 | $ 10.93 | $ 10.24 | $ 10 | ||||||||
Deferred offering costs | $ 13,836,086 | ||||||||||||||
Underwriting discount | 4,800,000 | ||||||||||||||
Deferred underwriting discounts and commissions | 8,400,000 | ||||||||||||||
Other offering costs | $ 636,086 | ||||||||||||||
Effective income tax rate | 18.14% | 30.31% | 6.64% | 6.41% | 14.10% | ||||||||||
Effective income tax rate from the statutory tax rate | 21% | 21% | 21% | 21% | |||||||||||
US federal excise tax on repurchase of stock rate | 1% | 1% | |||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | Minimum | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Excise tax imposed only if amount of common stock repurchased exceeds | $ 1,000,000 | ||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | IPO | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Deferred offering costs | $ 15,800,000 | $ 15,800,000 | $ 15,800,000 | $ 15,800,000 | |||||||||||
Underwriting discount | 5,500,000 | 5,500,000 | |||||||||||||
Deferred underwriting discounts and commissions | $ 9,700,000 | $ 9,700,000 | 9,700,000 | 9,700,000 | |||||||||||
Other offering costs | 700,000 | $ 700,000 | |||||||||||||
Common Class A | ADIT EDTECH ACQUISITION CORP [Member] | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Temporary equity stock shares redeemed during the period shares | shares | 467,396 | ||||||||||||||
Temporary equity stock shares redeemed during the period value | $ 4,900,000 | $ 4,900,000 | |||||||||||||
Capital Unit, Class A [Member] | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Common units authorized | shares | 1,740,000 | 1,740,000 | 1,740,000 | 1,740,000 | 1,740,000 | 1,740,000 | 1,740,000 | 1,740,000 | |||||||
Common units issued | shares | 1,740,000 | 1,740,000 | 1,740,000 | 1,740,000 | 1,740,000 | 1,740,000 | 1,740,000 | 1,740,000 | |||||||
Common units outstanding | shares | 1,740,000 | 1,740,000 | 1,740,000 | 1,740,000 | 1,740,000 | 1,740,000 | 1,740,000 | 1,740,000 | 1,740,000 | ||||||
Capital Unit, Class B [Member] | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Common units authorized | shares | 8,360,000 | 8,360,000 | 8,360,000 | 8,360,000 | 8,360,000 | 8,360,000 | 8,360,000 | 8,360,000 | |||||||
Common units issued | shares | 8,160,000 | 8,160,000 | 8,160,000 | 8,160,000 | 8,160,000 | 8,160,000 | 8,160,000 | 8,160,000 | |||||||
Common units outstanding | shares | 8,160,000 | 8,160,000 | 8,160,000 | 8,160,000 | 8,160,000 | 8,160,000 | 8,160,000 | 8,160,000 | 8,160,000 | ||||||
Capital Units Class C [Member] | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Common units authorized | shares | 2,500,000 | 2,500,000 | 2,500,000 | 2,500,000 | 2,500,000 | 2,500,000 | 2,500,000 | 2,500,000 | |||||||
Common units issued | shares | 2,413,367 | 2,418,000 | 2,413,367 | 2,413,367 | 2,413,367 | 2,413,367 | 2,418,000 | 2,418,000 | |||||||
Common units outstanding | shares | 2,095,078 | 1,672,354 | 2,095,078 | 1,658,381 | 2,095,078 | 1,658,381 | 1,672,354 | 893,633 |
Basis of Presentation, Summar_5
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Summary of Net (Loss) Income Per Share of Common Stock (Details) - ADIT EDTECH ACQUISITION CORP [Member] - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||||||
Allocation of net (loss)income Redeemable | $ (56,400) | $ 540,910 | $ (467,825) | $ 3,700,308 | $ 3,860,456 | $ (2,091,672) |
Allocation of net (loss) income Non-Redeemable | $ (188,823) | $ 135,228 | $ (1,385,134) | $ 925,077 | $ 972,392 | $ (541,088) |
Denominator: | ||||||
Weighted Average Shares Outstanding including common stock subject to redemption Redeemable, Basic | 2,060,991 | 27,600,000 | 2,330,456 | 27,600,000 | 27,393,431 | 26,492,055 |
Weighted Average Shares Outstanding including common stock subject to redemption Redeemable, Diluted | 2,060,991 | 27,600,000 | 2,330,456 | 27,600,000 | 27,393,431 | 26,492,055 |
Basic net (loss) income per share, Redeemable | $ (0.03) | $ 0.02 | $ (0.2) | $ 0.13 | $ 0.14 | $ (0.08) |
Diluted net income (loss) per ordinary share, Redeemable | $ (0.03) | $ 0.02 | $ (0.2) | $ 0.13 | $ 0.14 | $ (0.08) |
Weighted Average Shares Outstanding including common stock subject to redemption Non-Redeemable, Basic | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,853,151 |
Weighted Average Shares Outstanding including common stock subject to redemption Non-Redeemable, Diluted | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,853,151 |
Basic net (loss) income per share, Non-Redeemable | $ (0.03) | $ 0.02 | $ (0.2) | $ 0.13 | $ 0.14 | $ (0.08) |
Diluted net income (loss) per ordinary share, Non-Redeemable | $ (0.03) | $ 0.02 | $ (0.2) | $ 0.13 | $ 0.14 | $ (0.08) |
Basis of Presentation, Summar_6
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Summary of Concentration of Risk, by Risk Factor (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Pool 1 [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 0.01% | 16.70% |
Pool 2 [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 99.90% | 75% |
Pool 3 [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 0% | 8.30% |
Basis of Presentation, Summar_7
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Summary of Useful Lives of Property Plant And Equipment (Details) | Dec. 31, 2022 |
Land [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Property, Plant and Equipment, Useful Life |
Energy infrastructure [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
General Infrastructure [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 30 years |
IT infrastructure [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Miners [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Miner Chip Inventory [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Office furniture and equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Asset Acquisitions - Additional
Asset Acquisitions - Additional Information (Details) $ in Thousands | Mar. 10, 2021 USD ($) |
Bonner Property Development, LLC [Member] | |
Asset Acquisition [Line Items] | |
Payments to Acquire Productive Assets | $ 123 |
Cryptocurrencies - Summary of a
Cryptocurrencies - Summary of additional information about cryptocurrencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Proceeds from sale of cryptocurrencies | $ (6,535) | $ (24,508) | $ (26,871) | $ (27,173) | ||
Realized gain on sale of cryptocurrencies | $ 44 | $ 143 | 273 | 2,506 | 3,998 | 16,451 |
Impairment of cryptocurrencies | 109 | $ 118 | 253 | 4,722 | 6,026 | 7,308 |
Cryptocurrencies [Member] | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Beginning balance | 51 | $ 15,050 | 15,050 | 3,376 | ||
Cryptocurrencies received from mining | 5,987 | 13,496 | 30,772 | |||
Mining services revenue | 615 | 884 | 75 | |||
Mining pool operating fees | (4) | (19) | (21) | |||
Consideration paid related to operation agreement | 0 | (461) | (150) | |||
Proceeds from sale of cryptocurrencies | (6,535) | (26,871) | (27,173) | |||
Proceeds of sale of miner equipment | 0 | 217 | ||||
Realized gain on sale of cryptocurrencies | 273 | 3,998 | 16,451 | |||
Other expenses recognized | 0 | (25) | ||||
Interest payments on notes payable | 0 | (1,164) | ||||
Impairment of cryptocurrencies | (253) | (6,026) | (7,308) | |||
Ending balance | $ 134 | $ 134 | $ 51 | $ 15,050 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||||
Depreciation expense | $ 1,320 | $ 1,815 | $ 4,390 | $ 5,179 | $ 6,936 | $ 3,184 |
Proceeds from Sale of Property, Plant, and Equipment | 41 | 137 | 2,132 | 336 | 589 | 1,117 |
Loss (gain) on disposal of property and equipment | 4 | 90 | (1,484) | (153) | 16 | (956) |
Property, Plant and Equipment, Transfers and Changes | 651 | |||||
Impairment of property and mining equipment | 0 | 0 | 0 | 0 | 95 | 424 |
Net income (loss) | $ (11,861) | $ (23,659) | $ (33,906) | $ (36,961) | (61,606) | $ (11,635) |
Revision of Prior Period, Change in Accounting Principle, Adjustment [Member] | Property, Plant and Equipment [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Depreciation Expense on Reclassified Assets | 544 | |||||
Net income (loss) | (544) | |||||
Impairment Charge on Reclassified Assets | $ 95 | |||||
IT Infrastructure [Member] | Maximum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 10 years | |||||
IT Infrastructure [Member] | Minimum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 5 years |
Property and Equipment - Summar
Property and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 46,326 | $ 46,947 | $ 25,165 |
Less: accumulated depreciation | (14,099) | (9,791) | (4,063) |
Total property and equipment, net | 32,227 | 37,156 | 21,102 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 421 | 658 | 422 |
Energy infrastructure [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 4,234 | 4,664 | 6,079 |
General infrastructure [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 12,434 | 12,402 | 4,584 |
IT infrastructure [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 824 | 820 | 965 |
Miners [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 15,833 | 15,759 | 12,962 |
Vehicle [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 76 | 140 | 64 |
Office furniture and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 344 | 344 | 89 |
Assets not placed into service [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 662 | 662 | 0 |
Miner chip inventory [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 11,498 | $ 11,498 | $ 0 |
Leases - Schedule Of Finance An
Leases - Schedule Of Finance And Operating Lease Assets And Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current | |||
Operating | $ 0 | $ 0 | $ 60 |
Finance | 1 | 1 | 20 |
Long-term | |||
Operating | 2,327 | 2,454 | 1,289 |
Finance | 49 | 96 | 241 |
Total right-of-use assets | 2,377 | 2,551 | 1,610 |
Current | |||
Operating | 225 | 205 | 0 |
Finance | 6 | 377 | 0 |
Noncurrent | |||
Operating | 2,167 | 2,300 | 1,209 |
Finance | 94 | 98 | 433 |
Total lease liabilities | $ 2,492 | $ 2,980 | $ 1,642 |
Leases - Schedule Of Lease Expe
Leases - Schedule Of Lease Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lease, Cost [Abstract] | ||||||
Operating lease expense | $ 112 | $ 104 | $ 328 | $ 203 | $ 412 | $ 30 |
Finance lease expense | ||||||
Amortization on ROU assets | 7 | 48 | 48 | 94 | 192 | 151 |
Interest on lease liabilities | 1 | 15 | 13 | 29 | 59 | 46 |
Short-term lease expense | 15 | 25 | 45 | 49 | 86 | 54 |
Total lease expense | $ 135 | $ 192 | $ 434 | $ 375 | $ 749 | $ 281 |
Leases - Schedule Of Other Info
Leases - Schedule Of Other Information Related To Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted average remaining lease term (in years) | ||||||
Operating leases | 8 years 1 month 6 days | 9 years 1 month 6 days | 8 years 1 month 6 days | 9 years 1 month 6 days | 8 years 9 months 18 days | 9 years 10 months 24 days |
Finance leases | 2 years 2 months 12 days | 1 year | 2 years 2 months 12 days | 1 year | 9 months 18 days | 1 year 7 months 6 days |
Weighted average discount rate: | ||||||
Operating leases | 8.10% | 8% | 8.10% | 8% | 8% | 7% |
Finance lease | 4.60% | 12.70% | 4.60% | 12.70% | 12.70% | 13.60% |
Cash paid for amounts included in measurement of lease liabilities | ||||||
Operating cash flows from operating leases | $ 107 | $ 56 | $ 316 | $ 143 | $ 222 | $ 170 |
Operating cash flows from finance leases | 2 | 11 | 14 | 34 | 45 | 32 |
ROU assets obtained in exchange for lease obligations | ||||||
Operating leases | 0 | 0 | 55 | 1,375 | 1,375 | 1,306 |
Finance lease | $ 0 | $ 0 | $ 0 | $ 47 | $ 47 | $ 338 |
Leases - Schedule Of Future Min
Leases - Schedule Of Future Minimum Lease Payments Under Non-Cancellable Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Leases | |||
Remanider of 2023 | $ 107 | $ 398 | |
2024 | 402 | 371 | |
2025 | 371 | 366 | |
2026 | 367 | 367 | |
2027 | 412 | 412 | |
2028 | 412 | 412 | |
Thereafter | 1,220 | 1,220 | |
Total future minimum lease payments | 3,291 | 3,546 | |
Less: imputed interest | (899) | (1,041) | |
Total | 2,392 | 2,505 | |
Less: lease liability, current | 225 | 205 | $ 0 |
Total long-term lease liability | 2,167 | 2,300 | 1,209 |
Finance Leases | |||
Remanider of 2023 | 2 | 390 | |
2024 | 10 | 10 | |
2025 | 32 | 32 | |
2026 | 65 | 66 | |
2027 | 0 | 0 | |
2028 | 0 | 0 | |
Thereafter | 0 | 0 | |
Total future minimum lease payments | 109 | 498 | |
Less: imputed interest | (10) | (23) | |
Total | 99 | 475 | |
Plus: lease asset, current | 1 | 1 | 20 |
Less: lease liability, current | 6 | 377 | 0 |
Total long-term lease liability | $ 94 | $ 98 | $ 433 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Mar. 01, 2023 USD ($) | Mar. 15, 2022 USD ($) | Mar. 04, 2022 USD ($) | Jan. 05, 2022 USD ($) ft² | Nov. 06, 2021 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Apr. 25, 2022 USD ($) | Aug. 31, 2021 a | Jul. 05, 2021 USD ($) | Mar. 01, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | |||||||||||||||
Operating Lease Liability | $ 2,392 | $ 2,392 | $ 2,505 | ||||||||||||
Operating | 2,327 | 2,327 | 2,454 | $ 1,289 | |||||||||||
Right of use assets exchanged for operating lease liability | $ 0 | $ 0 | $ 55 | $ 1,375 | $ 1,375 | $ 1,306 | |||||||||
Operating lease weighted average discount rate percentage | 8.10% | 8% | 8.10% | 8% | 8% | 7% | |||||||||
Right of use asset obtained in exchange for finance lease liability | $ 0 | $ 0 | $ 0 | $ 47 | $ 47 | $ 338 | |||||||||
Finance lease weighted average discount rate percentage | 4.60% | 12.70% | 4.60% | 12.70% | 12.70% | 13.60% | |||||||||
Gain loss on termination of lease | $ 375 | ||||||||||||||
Warehouse And Office Space In Rutledge Tunnese | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Initial term of lease | 5 years | ||||||||||||||
Operating lease renewal term | 5 years | ||||||||||||||
Operating lease montly rent payment | $ 16 | ||||||||||||||
Right of use assets exchanged for operating lease liability | $ 1,315 | ||||||||||||||
Operating lease weighted average discount rate percentage | 9% | ||||||||||||||
Base lease rent for renewal | $ 18 | ||||||||||||||
Lease Of Truck | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Initial term of lease | 39 months | ||||||||||||||
Finance lease monthly rent payment | $ 1 | ||||||||||||||
Right of use asset obtained in exchange for finance lease liability | $ 47 | ||||||||||||||
Finance lease weighted average discount rate percentage | 4.70% | ||||||||||||||
Office Space In Austin Texas | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Initial term of lease | 2 years | ||||||||||||||
Operating lease montly rent payment | $ 3 | ||||||||||||||
Right of use assets exchanged for operating lease liability | $ 60 | ||||||||||||||
Operating lease weighted average discount rate percentage | 4.50% | ||||||||||||||
Data Black River LLC | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Operating lease renewal term | 1 year | ||||||||||||||
Operating lease montly rent payment | $ 1 | ||||||||||||||
Gateway Properties LLC For General Administration And Office Purpose | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Initial term of lease | 2 years | ||||||||||||||
Operating lease renewal term | 2 years | ||||||||||||||
Operating lease montly rent payment | $ 3 | ||||||||||||||
Right of use assets exchanged for operating lease liability | $ 71 | ||||||||||||||
Operating lease weighted average discount rate percentage | 10% | ||||||||||||||
January 1,2022 | Warehouse And Office Space In Rutledge Tunnese | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Area of real estate | ft² | 10,000 | ||||||||||||||
February 1,2022 | Warehouse And Office Space In Rutledge Tunnese | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Area of real estate | ft² | 37,906 | ||||||||||||||
Ava Data LLC | TENNESSEE | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Initial term of lease | 5 years | ||||||||||||||
Land Subject to Ground Leases | a | 2 | ||||||||||||||
Operating lease monthly expense payable | $ 15 | ||||||||||||||
Operating Lease, Discount Rate | 7% | ||||||||||||||
Initial term of lease | 5 years | ||||||||||||||
Operating lease renewal term | 5 years | ||||||||||||||
Description of purchase option in the lease | at any time after the one-year anniversary | ||||||||||||||
Purchase option in the lease | $ 2,100 | ||||||||||||||
Operating Lease Liability | 1,136 | ||||||||||||||
Operating | $ 1,306 | ||||||||||||||
Ava Data LLC | Landlord Promissory Note | TENNESSEE | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Original principal amount | $ 175 | ||||||||||||||
Operating Lease, Discount Rate | 4% | ||||||||||||||
Prepaid rent | $ 170 | ||||||||||||||
Office Space | Gateway Rental Properties LLC | |||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||
Finance lease monthly expense payable | $ 3 | ||||||||||||||
Initial term of lease | 2 years | ||||||||||||||
Finance Lease, Renewal Term | 2 years | ||||||||||||||
Purchase option in the lease | $ 375 | ||||||||||||||
Finance lease liability and Right-of-Use Asset | $ 338 | ||||||||||||||
Finance Lease, Discount Rate | 15.20% |
Long-Term Deposits - Schedule o
Long-Term Deposits - Schedule of Longterm Deposits (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deposits [Abstract] | |||
Supply Agreement deposit | $ 0 | $ 10,000 | |
Deposits on property and equipment | $ 5,305 | 4,846 | |
Deposits on property and equipment | 4,873 | 0 | |
Other long-term deposits | 95 | 95 | |
Other long-term deposits | 68 | 519 | |
Total long-term deposits | $ 5,400 | $ 4,941 | $ 10,519 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Liabilities, Current [Abstract] | |||
Accrued legal | $ 2,198 | $ 2,198 | $ 1,250 |
Accrued professional fees | 0 | 60 | |
Accrued professional fees | 460 | 367 | |
Accrued wages and benefits | 980 | 251 | |
Other accrued expenses and other current liabilities | 565 | 666 | |
Other accrued expenses and other current liabilities | 517 | 545 | |
Total accrued expenses and other current liabilities | $ 3,743 | $ 3,175 | $ 2,162 |
Debt and Warrants - Additional
Debt and Warrants - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Jun. 08, 2022 USD ($) | May 02, 2022 USD ($) | Nov. 19, 2021 USD ($) $ / shares | Sep. 30, 2023 USD ($) Bitcoins $ / shares shares | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2020 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) Bitcoins $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2023 Bitcoins | Nov. 19, 2023 $ / shares | Oct. 09, 2022 USD ($) | Sep. 01, 2021 USD ($) | Dec. 31, 2020 | Jul. 01, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||
Long term debt bearing variable interest rate percentage | 11% | ||||||||||||||||
Gain loss on extinguishment of debt | $ (51,079,000) | $ (19,824,000) | |||||||||||||||
Unamortized debt discount | $ 14,923,000 | $ 14,923,000 | $ 16,977,000 | ||||||||||||||
Proceeds from medium term notes payable | $ 7,795,000 | $ 9,781,000 | |||||||||||||||
Minimum percentage of mined currency to be maintained in deposits | 50% | 50% | 50% | ||||||||||||||
Bitcoins owned and deposited | $ 20 | $ 1,460 | $ 20 | 1,460 | $ 3,067 | 238,818 | |||||||||||
Interest expenses | 8,013,000 | $ 17,952,000 | 21,022,000 | 22,756,000 | 14,367,000 | 4,231,000 | |||||||||||
Promissory Note [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face value | $ 12,348,000 | 12,348,000 | $ 4,553,000 | ||||||||||||||
Liability with unobservable inputs issued during the period | $ 7,712,000 | $ 22,353,000 | |||||||||||||||
Debt instrument stated interest rate percentage | 15% | 15% | 15% | ||||||||||||||
Debt instrument effective interest rate percentage | 22.50% | 22.50% | 22.50% | ||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | |||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 806,000 | ||||||||||||||||
Promissory Note [Member] | Revision of Prior Period, Error Correction, Adjustment [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 400,000 | ||||||||||||||||
Warrant [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Liability with unobservable inputs issued during the period | $ 57,133,000 | 29,234,000 | |||||||||||||||
If Effective Time Does Not Occur On Or Prior To The Maturity Date [Member] | Promissory Note [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Class of warrants or rights exercise price per unit | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Warrants issuable to purchase shares outstanding post merger | 2.51% | 2.51% | 2.25% | ||||||||||||||
If Effective Time Occurs On Or Prior To The Maturity Date [Member] | Promissory Note [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Class of warrants or rights exercise price per unit | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Warrants issuable to purchase shares outstanding post merger | 1.40% | 1.40% | 0.5625% | ||||||||||||||
Amended And Restated Notes Payable Agreement Three [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Origination fees payable | $ 8,000,000 | ||||||||||||||||
Fourth Amended And Restated Loan Agreement [Member] | Block Chain Warrants [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Class of warrants or rights number of securities covered by each warrant or right | shares | 1,377,778 | 1,377,778 | 1,377,778 | ||||||||||||||
Class of warrants or rights exercise price per unit | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Percentage of units exchanged as a percentage of outstanding common stock post merger | 10% | 10% | 10% | ||||||||||||||
Tranche One Two Three Four And Additional Tranches One Two And Three [Member] | Fourth Amended And Restated Loan Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest expenses | $ 21,029,000 | 22,711,000 | $ 5,721,000 | 4,138,000 | |||||||||||||
Debt related fees and issuance costs | 9,851,000 | $ 3,517,000 | 8,605,000 | 47,000 | |||||||||||||
Block Chain [Member] | Amended And Restated Notes Payable Agreement One [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt extinguishment fee percentage | 10% | ||||||||||||||||
Minimum interest coverage ratio | 2.5 | ||||||||||||||||
Minimum liquidity to be maintained | $ 1,500,000 | ||||||||||||||||
Minimum liquidity to be maintained as a percentage of note balance | 10% | ||||||||||||||||
Class of warrants or rights number of securities covered by each warrant or right | shares | 10 | ||||||||||||||||
Class of warrants or rights exercise price per unit | $ / shares | $ 1 | ||||||||||||||||
Class of warrants or rights expiry date | Jul. 30, 2028 | ||||||||||||||||
Warrants classified as part of shareholders equity | $ 15,000 | ||||||||||||||||
Block Chain [Member] | Amended And Restated Notes Payable Agreement Two [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face value | $ 126,746,000 | ||||||||||||||||
Block Chain [Member] | Amended And Restated Notes Payable Agreement Three [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face value | 535,375,000 | ||||||||||||||||
Gain loss on extinguishment of debt | 19,824,000 | ||||||||||||||||
Deferred debt issuance costs written off | 8,000 | ||||||||||||||||
Gross discount associated with fair value of warrants issued | 29,234,000 | ||||||||||||||||
Origination costs in connection with debt issuance | 8,000,000 | ||||||||||||||||
Debt issuance costs allocated to fair value of warrants | $ 17,418,000 | ||||||||||||||||
Unamortized debt discount | 0 | ||||||||||||||||
Block Chain [Member] | Fourth Amended And Restated Loan Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face value | $ 57,433,000 | ||||||||||||||||
Long term debt maturity date | Sep. 23, 2025 | ||||||||||||||||
Long term debt bearing fixed interest rate percentage | 10% | ||||||||||||||||
Gain loss on extinguishment of debt | 51,079,000 | 51,079,000 | |||||||||||||||
Debt instrument principal amount outstanding after restructuring | 57,433,000 | ||||||||||||||||
Block Chain [Member] | Fourth Amended And Restated Loan Agreement [Member] | Warrant [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Liability with unobservable inputs issued during the period | $ 49,421,000 | $ 49,421,000 | |||||||||||||||
Block Chain [Member] | Tranche One And Two [Member] | Amended And Restated Notes Payable Agreement One [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face value | $ 16,500,000 | ||||||||||||||||
Block Chain [Member] | Tranche One And Two [Member] | Amended And Restated Notes Payable Agreement Two [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long term debt maturity date | Sep. 23, 2025 | ||||||||||||||||
Block Chain [Member] | Tranche Two [Member] | Amended And Restated Notes Payable Agreement One [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face value | 10,000,000 | ||||||||||||||||
Block Chain [Member] | Tranche Two [Member] | Amended And Restated Notes Payable Agreement One [Member] | Cryptocurrency Note Payable [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face value | $ 2,400,000 | ||||||||||||||||
Notes Payable In Other Currency | Bitcoins | 238 | 238 | 238 | ||||||||||||||
Block Chain [Member] | Tranche Two [Member] | Amended And Restated Notes Payable Agreement One [Member] | Cryptocurrency Note Payable [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long term debt bearing variable interest rate percentage | 13% | ||||||||||||||||
Block Chain [Member] | Tranche Two [Member] | Amended And Restated Notes Payable Agreement One [Member] | Cryptocurrency Note Payable [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long term debt bearing variable interest rate percentage | 7% | ||||||||||||||||
Block Chain [Member] | Tranche Two [Member] | Amended And Restated Notes Payable Agreement One [Member] | US Dollar Note Payable [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face value | $ 7,600,000 | ||||||||||||||||
Block Chain [Member] | Tranche Two [Member] | Amended And Restated Notes Payable Agreement One [Member] | US Dollar Note Payable [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long term debt bearing variable interest rate percentage | 18% | ||||||||||||||||
Block Chain [Member] | Tranche Two [Member] | Amended And Restated Notes Payable Agreement One [Member] | US Dollar Note Payable [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long term debt bearing variable interest rate percentage | 10% | ||||||||||||||||
Block Chain [Member] | Tranche Two [Member] | Amended And Restated Notes Payable Agreement Two [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face value | $ 83,000,000 | ||||||||||||||||
Debt extinguishment fee percentage | 15% | ||||||||||||||||
Long term debt bearing fixed interest rate percentage | 9% | ||||||||||||||||
Block Chain [Member] | Tranche Two [Member] | Amended And Restated Notes Payable Agreement Two [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long term debt bearing variable interest rate percentage | 11% | ||||||||||||||||
Block Chain [Member] | Tranche Two [Member] | Amended And Restated Notes Payable Agreement Two [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long term debt bearing variable interest rate percentage | 9% | ||||||||||||||||
Block Chain [Member] | First Tranche Loan [Member] | Amended And Restated Notes Payable Agreement Three [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face value | 44,375,000 | ||||||||||||||||
Block Chain [Member] | Additional First Tranche Loan [Member] | Amended And Restated Notes Payable Agreement Three [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face value | 2,000,000 | ||||||||||||||||
Block Chain [Member] | Second Tranche Loan [Member] | Amended And Restated Notes Payable Agreement Three [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face value | 89,000,000 | ||||||||||||||||
Block Chain [Member] | Third Tranche Loan [Member] | Amended And Restated Notes Payable Agreement Three [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face value | 200,000,000 | ||||||||||||||||
Block Chain [Member] | Fourth Tranche Loan [Member] | Amended And Restated Notes Payable Agreement Three [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face value | $ 200,000,000 | ||||||||||||||||
Long term debt bearing fixed interest rate percentage | 15% | ||||||||||||||||
Block Chain [Member] | Fourth Tranche Loan [Member] | Amended And Restated Notes Payable Agreement Three [Member] | Condition One [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Prepayment fees as a percentage of interest payable for the unexpired period | 30% | ||||||||||||||||
Block Chain [Member] | Fourth Tranche Loan [Member] | Amended And Restated Notes Payable Agreement Three [Member] | Condition Two [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Prepayment fees as a percentage of interest payable for the unexpired period | 15% | ||||||||||||||||
Block Chain [Member] | Tranche One Additional Tranche Second Third And Fourth Tranche Loan [Member] | Amended And Restated Notes Payable Agreement Three [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long term debt maturity date | Sep. 23, 2025 | ||||||||||||||||
Block Chain [Member] | Subsequent Second Tranche Loan [Member] | Amended And Restated Notes Payable Agreement Three [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Origination costs of loan incurred | $ 8,000,000 | ||||||||||||||||
Block Chain [Member] | Third And Fourth Tranche Loan [Member] | Amended And Restated Notes Payable Agreement Three [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of proceeds from loans used to fund working capital needs | 25% | ||||||||||||||||
Block Chain [Member] | Additional First Tranche Loan And Second Tranche Loan [Member] | Amended And Restated Notes Payable Agreement Three [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long term debt bearing fixed interest rate percentage | 7% | 7% | |||||||||||||||
Proceeds from medium term notes payable | $ 6,000,000 | ||||||||||||||||
Block Chain [Member] | First Tranche Loan Second Tranche Loan And Third Tranche Loan [Member] | Amended And Restated Notes Payable Agreement Three [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Prepayment fees as a percentage of interest payable for the unexpired period | 15% | ||||||||||||||||
Proceeds from medium term notes payable | $ 1,531,000 | ||||||||||||||||
Block Chain [Member] | First Tranche Loan Second Tranche Loan And Third Tranche Loan [Member] | Amended And Restated Notes Payable Agreement Three [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long term debt bearing variable interest rate percentage | 11% | ||||||||||||||||
Block Chain [Member] | First Tranche Loan Second Tranche Loan And Third Tranche Loan [Member] | Amended And Restated Notes Payable Agreement Three [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long term debt bearing variable interest rate percentage | 9% | ||||||||||||||||
Block Chain [Member] | First Second Third And Fourth Tranche Loan [Member] | Amended And Restated Notes Payable Agreement Three [Member] | Supplemental Warrants [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Class of warrants or rights exercise price per unit | $ / shares | $ 10 | $ 10 | |||||||||||||||
Warrants to be issued as a percentage of fully diluted equity upon consummation of merger if no loan is borrowed | 2.25% | ||||||||||||||||
Percentage of warrants transferrable without any restrictions | 75% | ||||||||||||||||
Block Chain [Member] | First Second Third And Fourth Tranche Loan [Member] | Amended And Restated Notes Payable Agreement Three [Member] | Maximum [Member] | Supplemental Warrants [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Warrants to be issued as a percentage of fully diluted equity upon consummation of merger | 3% | ||||||||||||||||
Block Chain [Member] | First Second Third And Fourth Tranche Loan [Member] | Amended And Restated Notes Payable Agreement Three [Member] | Minimum [Member] | Supplemental Warrants [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Warrants to be issued as a percentage of fully diluted equity upon consummation of merger | 1.85% | ||||||||||||||||
Block Chain [Member] | Tranche One [Member] | Amended And Restated Notes Payable Agreement Two [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long term debt outstanding including embedded derivatives | 33,746,000 | ||||||||||||||||
Block Chain [Member] | Tranche One [Member] | Amended And Restated Notes Payable Agreement Two [Member] | Deemed US Dollar Denominated Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face value | 43,746,000 | ||||||||||||||||
Block Chain [Member] | Tranche One [Member] | Amended And Restated Notes Payable Agreement Two [Member] | Deemed US Dollar Denominated Loan [Member] | Additional Debt One [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument face value | 10,000,000 | ||||||||||||||||
Initial deposit payable towards supply agreement | $ 10,000,000 |
Debt and Warrants - Summary Of
Debt and Warrants - Summary Of Aggregate Annual Future Maturities Of The Loans (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Remainder of 2023 | $ 2,053 | |
2023 / 2024 | 10,295 | $ 4,303 |
2024 / 2025 | 57,433 | 250 |
2025 / 2026 | 0 | 58,773 |
2026 | 0 | |
Total | 69,781 | 63,326 |
Less: Unamortized debt discount | (14,923) | (16,977) |
Plus: Capitalized interest | 5,645 | 0 |
Total U.S. dollar notes payable, net | $ 60,503 | $ 46,349 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - ADIT EDTECH ACQUISITION CORP [Member] - USD ($) | 5 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jan. 19, 2021 | Jan. 14, 2021 | Jun. 14, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Jul. 11, 2023 | Dec. 23, 2022 | Dec. 31, 2021 | |
Initial Public Offering Line Items | ||||||||
Sale of Units, net of underwriting discount and offering expenses, shares | 3,600,000 | |||||||
Shares issued price per share | $ 10 | |||||||
Common stock price per share | $ 12 | $ 12 | ||||||
Net proceeds placed in Trust Account | $ 276,000,000 | |||||||
Common stock, shares redeemed | 25,132,578 | 25,132,578 | ||||||
Common stock, shares redemption | 2,000,026 | 2,467,422 | 2,000,026 | 2,467,422 | 27,600,000 | |||
Common stock, shares redemption par value | $ 10.93 | $ 10.24 | $ 10.58 | $ 10.09 | $ 10 | |||
Public Warrants | ||||||||
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 | |||||||
Common stock price per share | $ 11.5 | |||||||
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”). | ||||||
IPO | ||||||||
Initial Public Offering Line Items | ||||||||
Sale of Units, net of underwriting discount and offering expenses, shares | 24,000,000 | 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) - ADIT EDTECH ACQUISITION CORP [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Gross proceeds from issuance of initial public offering | $ 276,000,000 | ||||
Proceeds allocated to public warrants | (16,771,351) | ||||
Common stock issuance costs | (14,849,933) | ||||
Common stock subject to possible redemption, Beginning balance | $ 26,462,922 | $ 25,853,681 | $ 25,273,823 | 276,000,000 | |
Redemptions | (253,712,545) | ||||
Remeasurement of carrying value to redemption value | 334,134 | 609,241 | 579,858 | 2,986,368 | $ 31,621,284 |
Redemptions | (4,945,692) | ||||
Common stock subject to possible redemption, Ending Balance | $ 21,851,364 | $ 26,462,922 | $ 25,853,681 | $ 25,273,823 | $ 276,000,000 |
Private Placement- Additional I
Private Placement- Additional Information (Details) - ADIT EDTECH ACQUISITION CORP [Member] - USD ($) | 5 Months Ended | 12 Months Ended | ||||
Jan. 19, 2021 | Jan. 14, 2021 | Jun. 14, 2023 | Dec. 31, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
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 | $ 7,270,000 | |||
Underwriters exercise of over-allotment option | 3,600,000 | |||||
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 | 24,000,000 | ||||
Common stock price per share | $ 11.5 |
Unearned Grant Revenue - Additi
Unearned Grant Revenue - Additional Information (Details) - Vip Performance Grant Agreement [Member] - USD ($) $ in Thousands | Dec. 18, 2020 | Jan. 24, 2020 |
Union Data [Member] | ||
Government Assistance [Line Items] | ||
Government assistance eligible | $ 135 | |
Term over which criterial shall be fulfilled | 5 years | |
Date of conclusion of evaluation | Jan. 01, 2025 | |
GRIID | ||
Government Assistance [Line Items] | ||
Government assistance eligible | $ 60 | |
Term over which criterial shall be fulfilled | 5 years | |
Date of conclusion of evaluation | Jul. 01, 2025 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Jul. 12, 2023 | Jul. 28, 2021 | Apr. 17, 2021 | Jan. 11, 2021 | Oct. 27, 2020 | Oct. 23, 2020 | Oct. 31, 2020 | Apr. 30, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 13, 2023 | Mar. 12, 2023 | Jan. 12, 2023 | Aug. 06, 2021 | Dec. 31, 2020 | |
Related Party Transaction Line Items | |||||||||||||||||||
Units profit interest percentage | 0.50% | ||||||||||||||||||
Entity Affiliated To ADEX Chief Financial Officer [Member] | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Percentage of the awards subject to accelarated vesting | 0.50% | ||||||||||||||||||
Estimated liabilities related to share based transaction | $ 12,000 | ||||||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Loans Payable Current | $ 444,136 | ||||||||||||||||||
Share holding period upon closing of business combination | 1 year | 1 year | |||||||||||||||||
Common stock price per share | $ 12 | $ 12 | $ 12 | ||||||||||||||||
Number of trading days | 30 days | 30 days | |||||||||||||||||
Number of consecutive trading days | 20 days | 20 days | |||||||||||||||||
Minimum share holding period upon closing of business combination | 150 days | 150 days | |||||||||||||||||
Units profit interest percentage | 0.50% | ||||||||||||||||||
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 IPO, or other change of control transaction. | 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. | |||||||||||||||||
Related party transaction for deferred administrative service fees and operating costs | $ 218,000 | $ 139,000 | $ 19,000 | ||||||||||||||||
Repayments to sponsor | 150,000 | ||||||||||||||||||
Exercise price per warrant | $ 1 | ||||||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | GRIID Infrastructure LLC | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Loans Payable Current | 1,478,272 | ||||||||||||||||||
Interest expense, debt | $ 12,457 | 20,956 | |||||||||||||||||
Aggregate principal amount | 1,800,000 | ||||||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | Adit Ed Tech Sponsor Limited Liability Company | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Related party transaction, total cost incurred under agreement | $ 30,000 | $ 90,000 | $ 30,000 | $ 90,000 | $ 120,000 | 120,000 | |||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | GRIID | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Number of days after the due date for the default to be remedied | 5 days | ||||||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | Promissory Note | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Loans Payable Current | 1,478,272 | ||||||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | Promissory Note | Adit Ed Tech Sponsor Limited Liability Company | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Aggregate principal 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). | ||||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2021 | ||||||||||||||||||
Repayments to sponsor | $ 150,000 | ||||||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | New Promissory Note | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Working capital loans outstanding | $ 300,000 | 150,000 | |||||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | New Promissory Note | Adit Ed Tech Sponsor Limited Liability Company | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Promissory note - related party | 300,000 | 150,000 | |||||||||||||||||
Aggregate principal amount | $ 300,000 | ||||||||||||||||||
Exercise price per warrant | $ 1 | ||||||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | Sponsor Note | Adit Ed Tech Sponsor Limited Liability Company | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Aggregate principal amount | $ 150,000 | ||||||||||||||||||
Debt instrument, payment terms | The Sponsor 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 Sponsor Note). | ||||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2021 | ||||||||||||||||||
Repayments to sponsor | $ 150,000 | ||||||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | Working Capital Note | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Exercise price per warrant | $ 1 | $ 1 | |||||||||||||||||
Working capital loans outstanding | 300,000 | ||||||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | Working Capital Note | Adit Ed Tech Sponsor Limited Liability Company | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Aggregate principal amount | $ 300,000 | ||||||||||||||||||
Exercise price per warrant | $ 1 | ||||||||||||||||||
Due to related party company borrowed under working capital note | $ 502,683 | $ 502,683 | 300,000 | ||||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | Maximum | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Warrants issuable on notes conversion upon completion of business combination | 2,000,000 | ||||||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | Maximum | Promissory Note | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Aggregate principal amount | 1,800,000 | ||||||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | Maximum | Working Capital Note | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Warrants issuable on notes conversion upon completion of business combination | 2,000,000 | 2,000,000 | |||||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | Maximum | Working Capital Note | Adit Ed Tech Sponsor Limited Liability Company | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Aggregate principal amount | $ 1,000,000 | ||||||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | Subsequent Event | Promissory Note | GRIID Infrastructure LLC | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Loans Payable Current | $ 1,478,272 | ||||||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | Subsequent Event | Maximum | Promissory Note | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Aggregate principal amount | $ 900,000 | ||||||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | Subsequent Event | Maximum | Amended and Restated Promissory Note | Adit Ed Tech Sponsor Limited Liability Company | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Promissory note - related party | 1,000,000 | ||||||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | Subsequent Event | Minimum | Amended and Restated Promissory Note | Adit Ed Tech Sponsor Limited Liability Company | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Promissory note - related party | $ 300,000 | ||||||||||||||||||
Helix Digital Partners [Member] | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Accrued expenses as per agreement | 35,000 | 0 | |||||||||||||||||
Helix Digital Partners [Member] | Development And Operation Agreement [Member] | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Fuel costs | 28,000 | $ 261,000 | 340,000 | ||||||||||||||||
Accrued expenses as per agreement | 59,000 | 59,000 | 5,000 | ||||||||||||||||
Related Party | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Payable to related parties | $ 400,000 | ||||||||||||||||||
Related Party | ADIT EDTECH ACQUISITION CORP [Member] | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Payable to related parties | $ 400,000 | ||||||||||||||||||
Related Party | ADIT EDTECH ACQUISITION CORP [Member] | Promissory Note | Adit Ed Tech Sponsor Limited Liability Company | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Promissory note - related party | $ 150,000 | ||||||||||||||||||
Related Party | ADIT EDTECH ACQUISITION CORP [Member] | Sponsor Note | Adit Ed Tech Sponsor Limited Liability Company | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Promissory note - related party | $ 0 | $ 0 | $ 0 | $ 0 | $ 150,000 | ||||||||||||||
Related Party | ADIT EDTECH ACQUISITION CORP [Member] | Maximum | Adit Ed Tech Sponsor Limited Liability Company | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Related party transaction, administrative service fee per month | $ 10,000 | ||||||||||||||||||
Founder Shares | ADIT EDTECH ACQUISITION CORP [Member] | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Issuance of common stock, 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 | ADIT EDTECH ACQUISITION CORP [Member] | Adit Ed Tech Sponsor Limited Liability Company | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Issuance of common stock, shares | 5,750,000 | ||||||||||||||||||
Founder Shares | ADIT EDTECH ACQUISITION CORP [Member] | Director | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Issuance of common stock, shares | 10,000 | ||||||||||||||||||
Founder Shares | ADIT EDTECH ACQUISITION CORP [Member] | Industry Advisors | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Issuance of common stock, shares | 7,500 | ||||||||||||||||||
Founder Shares | ADIT EDTECH ACQUISITION CORP [Member] | Maximum | Advisor | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Common stock, shares subject to forfeiture | 900,000 | ||||||||||||||||||
Founder Shares | Related Party | ADIT EDTECH ACQUISITION CORP [Member] | Adit Ed Tech Sponsor Limited Liability Company | |||||||||||||||||||
Related Party Transaction Line Items | |||||||||||||||||||
Related party offering costs | $ 25,000 |
Fair Value Hierarchy - Schedule
Fair Value Hierarchy - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Warrant | |||
Liabilities: | |||
Warrant Liability | $ 94,768,000 | $ 76,423,000 | |
Warrant | Quoted Prices in Active Markets (Level 1) | |||
Liabilities: | |||
Warrant Liability | 0 | 0 | |
Warrant | Significant Other Observable Inputs (Level 2) | |||
Liabilities: | |||
Warrant Liability | 0 | 0 | |
Warrant | Significant Other Unobservable Inputs (Level 3) | |||
Liabilities: | |||
Warrant Liability | 94,768,000 | 76,423,000 | |
Warrant | Recurring | |||
Liabilities: | |||
Warrant Liability | 76,423,000 | $ 29,820,000 | |
Warrant | Recurring | Quoted Prices in Active Markets (Level 1) | |||
Liabilities: | |||
Warrant Liability | 0 | 0 | |
Warrant | Recurring | Significant Other Observable Inputs (Level 2) | |||
Liabilities: | |||
Warrant Liability | 0 | 0 | |
Warrant | Recurring | Significant Other Unobservable Inputs (Level 3) | |||
Liabilities: | |||
Warrant Liability | 76,423,000 | 29,820,000 | |
ADIT EDTECH ACQUISITION CORP [Member] | Recurring | |||
Liabilities: | |||
Liabilities, fair value | 523,440 | 459,236 | 5,044,441 |
ADIT EDTECH ACQUISITION CORP [Member] | Recurring | Significant Other Unobservable Inputs (Level 3) | |||
Liabilities: | |||
Liabilities, fair value | 523,440 | 459,236 | 5,044,441 |
ADIT EDTECH ACQUISITION CORP [Member] | Warrant liability - Private Placement Warrants | Recurring | |||
Liabilities: | |||
Liabilities, fair value | 523,440 | 459,236 | 5,044,441 |
ADIT EDTECH ACQUISITION CORP [Member] | Warrant liability - Private Placement Warrants | Recurring | Significant Other Unobservable Inputs (Level 3) | |||
Liabilities: | |||
Liabilities, fair value | $ 523,440 | $ 459,236 | $ 5,044,441 |
Fair Value Hierarchy - Schedu_2
Fair Value Hierarchy - Schedule of Quoted Prices (Details) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
October 9, 2022 | ||
Disclosure In Tabular Form Of Quoted Prices of Shares Of Acquiree Company [Line Items] | ||
Share price | $ 9.91 | $ 9.91 |
November 3, 2022 | ||
Disclosure In Tabular Form Of Quoted Prices of Shares Of Acquiree Company [Line Items] | ||
Share price | 9.96 | |
November 8, 2022 | ||
Disclosure In Tabular Form Of Quoted Prices of Shares Of Acquiree Company [Line Items] | ||
Share price | 9.97 | |
November 9, 2022 | ||
Disclosure In Tabular Form Of Quoted Prices of Shares Of Acquiree Company [Line Items] | ||
Share price | 9.97 | |
November 15, 2022 | ||
Disclosure In Tabular Form Of Quoted Prices of Shares Of Acquiree Company [Line Items] | ||
Share price | 9.98 | |
November 16, 2022 | ||
Disclosure In Tabular Form Of Quoted Prices of Shares Of Acquiree Company [Line Items] | ||
Share price | 9.99 | |
November 18, 2022 | ||
Disclosure In Tabular Form Of Quoted Prices of Shares Of Acquiree Company [Line Items] | ||
Share price | 10 | |
November 28, 2022 | ||
Disclosure In Tabular Form Of Quoted Prices of Shares Of Acquiree Company [Line Items] | ||
Share price | 10.01 | |
December 1, 2022 | ||
Disclosure In Tabular Form Of Quoted Prices of Shares Of Acquiree Company [Line Items] | ||
Share price | 10.03 | |
December 2, 2022 | ||
Disclosure In Tabular Form Of Quoted Prices of Shares Of Acquiree Company [Line Items] | ||
Share price | 10.03 | |
December 30, 2022 | ||
Disclosure In Tabular Form Of Quoted Prices of Shares Of Acquiree Company [Line Items] | ||
Share price | 10.11 | |
December 31, 2022 | ||
Disclosure In Tabular Form Of Quoted Prices of Shares Of Acquiree Company [Line Items] | ||
Share price | 10.11 | $ 10.11 |
March 31, 2023 | ||
Disclosure In Tabular Form Of Quoted Prices of Shares Of Acquiree Company [Line Items] | ||
Share price | 10.34 | |
June 30, 2023 | ||
Disclosure In Tabular Form Of Quoted Prices of Shares Of Acquiree Company [Line Items] | ||
Share price | 10.56 | |
September 30, 2023 | ||
Disclosure In Tabular Form Of Quoted Prices of Shares Of Acquiree Company [Line Items] | ||
Share price | $ 10.67 |
Fair Value Hierarchy - Schedu_3
Fair Value Hierarchy - Schedule of The Unobservable Inputs (Details) | Oct. 09, 2023 shares | Sep. 30, 2023 shares | Dec. 31, 2022 shares | Oct. 09, 2022 shares | Dec. 31, 2021 |
Management estimate of number of shares outstanding at closing | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Warrants and rights outstanding, measurement input | 67,867,422 | ||||
Percentage of common shares at closing of Merger Agreement subject to warrants | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Warrants and rights outstanding, measurement input | 11.14 | ||||
Warrant | Management estimate of number of shares outstanding at closing | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Warrants and rights outstanding, measurement input | 67,867,422 | 67,867,422 | 67,867,422 | 67,867,422 | |
Warrant | Percentage of common shares at closing of Merger Agreement subject to warrants | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Warrants and rights outstanding, measurement input | 11.14 | 11.14 | 11.14 | 11.14 | |
Warrant | Volatility Rate | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Warrants and rights outstanding, measurement input | 45 | ||||
Warrant | Risk-free rate | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Warrants and rights outstanding, measurement input | 1.28 | ||||
Warrant | Expected dividend yield | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Warrants and rights outstanding, measurement input | 0 | ||||
Warrant | Expected term | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Warrants and rights outstanding, measurement input | 5.25 |
Fair Value Hierarchy - Schedu_4
Fair Value Hierarchy - Schedule of Information About Significant Unobservable Inputs (Details) - Warrant - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In Fair Value Measurement Of Liabilities [Line Items] | |||
Financial Liabilities Fair Value Disclosure | $ 94,768 | $ 76,423 | |
Level 3 | |||
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In Fair Value Measurement Of Liabilities [Line Items] | |||
Financial Liabilities Fair Value Disclosure | $ 94,768 | $ 76,423 | |
Level 3 | Valuation Technique, Option Pricing Model [Member] | Measurement Input, Price Volatility [Member] | |||
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In Fair Value Measurement Of Liabilities [Line Items] | |||
Financial Liabilities Fair Value Disclosure | $ 29,280 |
Fair Value Hierarchy - Addition
Fair Value Hierarchy - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash And Securities Held In Trust Account [Line Items] | ||||||
Gain loss due to changes in fair value of derivative liabilities | $ (7,108,000) | |||||
Impairment of indefinite lived intangible asset | $ 109,000 | $ 118,000 | $ 253,000 | $ 4,722,000 | $ 6,026,000 | 7,308,000 |
Issuance of warrants | 13,747,000 | |||||
Mines And Other Equipement | ||||||
Cash And Securities Held In Trust Account [Line Items] | ||||||
Impairment of long lived assets held for sale | $ 0 | 0 | $ 95,000 | 424,000 | ||
Percentage reduction in the price of bitcoin | 52% | 65% | ||||
Cryptocurrency | ||||||
Cash And Securities Held In Trust Account [Line Items] | ||||||
Indefinite lived intangible asset net | 134,000 | $ 134,000 | $ 51,000 | 15,050,000 | ||
Impairment of indefinite lived intangible asset | 273,000 | 6,026,000 | 7,308,000 | |||
Payable within twelve months crypto currency | 59,000 | 59,000 | 35,000 | |||
Level 3 | Warrant And Derivative Warrant Liabilities | ||||||
Cash And Securities Held In Trust Account [Line Items] | ||||||
Gain loss due to changes in fair value of derivative liabilities | (4,598,000) | $ (513,000) | 22,948,000 | (586,000) | ||
ADIT EDTECH ACQUISITION CORP [Member] | ||||||
Cash And Securities Held In Trust Account [Line Items] | ||||||
Cash held in trust account | $ 21,522,419 | $ 21,522,419 | $ 25,041,388 | 276,115,444 | ||
Minimum | ADIT EDTECH ACQUISITION CORP [Member] | ||||||
Cash And Securities Held In Trust Account [Line Items] | ||||||
Short term investments original maturity term | 3 months | |||||
Maximum | ADIT EDTECH ACQUISITION CORP [Member] | ||||||
Cash And Securities Held In Trust Account [Line Items] | ||||||
Short term investments original maturity term | 1 year | |||||
U.S. Money Market | ADIT EDTECH ACQUISITION CORP [Member] | ||||||
Cash And Securities Held In Trust Account [Line Items] | ||||||
Cash held in trust account | 1,000 | |||||
U.S. Treasury Securities | ADIT EDTECH ACQUISITION CORP [Member] | ||||||
Cash And Securities Held In Trust Account [Line Items] | ||||||
Cash held in trust account | $ 276.1 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Key Inputs into Monte Carlo Simulation Model for Warrants (Details) - ADIT EDTECH ACQUISITION CORP [Member] - $ / shares | 9 Months Ended | 12 Months Ended | ||
Dec. 23, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Expected term (years) | 5 years 5 months 4 days | 9 months 29 days | 10 months 28 days | 5 years 4 months 24 days |
Expected volatility | 13.20% | 4.70% | 8.30% | 11.70% |
Risk-free interest rate | 1.21% | 5.48% | 4.74% | 1.20% |
Stock price | $ 9.88 | $ 10.67 | $ 10.11 | $ 9.9 |
Dividend yield | 0% | 0% | 0% | 0% |
Exercise price | $ 11.5 | $ 11.5 | $ 11.5 | $ 11.5 |
Fair Value Hierarchy - Summary
Fair Value Hierarchy - Summary of Changes in Fair Value (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Warrant | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||
Fair value | $ 76,423,000 | $ 29,820,000 | $ 29,820,000 | $ 76,423,000 | $ 29,820,000 | $ 0 | ||||
Issuance of warrants | 57,133,000 | 29,234,000 | ||||||||
Change in fair value | 4,598,000 | (15,770,000) | 586,000 | |||||||
Modification of warrants | 0 | 5,379,000 | ||||||||
Gain on termination of warrants | 0 | (139,000) | ||||||||
Issuance of warrants | (139,000) | |||||||||
Issuance/cancellation of warrants | 13,747,000 | 57,133,000 | ||||||||
Fair value | $ 94,768,000 | 94,768,000 | 76,423,000 | 29,820,000 | ||||||
ADIT EDTECH ACQUISITION CORP [Member] | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||
Fair value | 459,236 | 5,044,441 | 5,044,441 | 459,236 | 5,044,441 | |||||
Fair value | 459,236 | 5,044,441 | ||||||||
ADIT EDTECH ACQUISITION CORP [Member] | Level 3 | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||
Fair value | 632,490 | $ 610,680 | 459,236 | $ 373,701 | $ 3,297,022 | 5,044,441 | 5,044,441 | 459,236 | 5,044,441 | |
Change in fair value | (109,050) | 21,810 | 151,444 | (37,956) | (2,923,321) | (1,747,419) | (4,585,205) | |||
Fair value | $ 523,440 | $ 632,490 | $ 610,680 | $ 335,745 | $ 373,701 | $ 3,297,022 | $ 373,701 | $ 523,440 | $ 459,236 | $ 5,044,441 |
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) - ADIT EDTECH ACQUISITION CORP [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Held To Maturity Securities [Line Items] | ||
Carrying Value/Amortized Cost | $ 25,041,388 | $ 276,115,444 |
Gross Unrealized Gains | 4,535 | |
Fair Value | 25,041,388 | 276,119,979 |
U.S. Money Market | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Carrying Value/Amortized Cost | 979 | |
Fair Value | 979 | |
U.S. Treasury Securities | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Carrying Value/Amortized Cost | 276,114,465 | |
Gross Unrealized Gains | 4,535 | |
Fair Value | $ 276,119,000 | |
Cash | ||
Schedule Of Held To Maturity Securities [Line Items] | ||
Carrying Value/Amortized Cost | 25,041,388 | |
Fair Value | $ 25,041,388 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||
Oct. 24, 2023 USD ($) | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2023 USD ($) $ / shares | Dec. 06, 2022 USD ($) | Sep. 09, 2022 USD ($) | Nov. 29, 2021 $ / shares shares | Nov. 29, 2021 $ / shares shares | Sep. 14, 2021 USD ($) | Sep. 13, 2021 USD ($) | Aug. 17, 2021 USD ($) | Jan. 19, 2021 USD ($) | Jan. 14, 2021 USD ($) | Sep. 28, 2020 USD ($) | Dec. 31, 2020 kWh | Apr. 30, 2020 kWh | Dec. 31, 2020 MWh | Dec. 31, 2022 USD ($) Units $ / shares | Dec. 31, 2021 USD ($) Units MWh $ / shares | Dec. 31, 2022 USD ($) kWh Day $ / shares | Dec. 31, 2020 kWh Day | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) Units $ / shares | Dec. 31, 2020 | Aug. 18, 2021 USD ($) | Jun. 29, 2021 USD ($) | |
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Deposit assets non current | $ 5,400,000 | $ 5,400,000 | $ 4,941,000 | $ 10,519,000 | $ 4,941,000 | $ 5,400,000 | $ 4,941,000 | $ 10,519,000 | |||||||||||||||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||
Bright Ridge And Washighton County Commission [Member] | Subsequent Event [Member] | Pending Litigation [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Loss contingency damages sought value | $ 12,500,000 | ||||||||||||||||||||||||||
Additional damages sought per day of operation after the order | $ 100,000 | ||||||||||||||||||||||||||
Time limit for removal of equipment from the site | 120 days | ||||||||||||||||||||||||||
Loss contingency accrual | $ 150,000,000 | ||||||||||||||||||||||||||
Date after which operations shall be discontinued | Mar. 31, 2026 | ||||||||||||||||||||||||||
Mining Related Equipment [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Deposit assets non current | 0 | $ 0 | $ 0 | $ 10,000,000 | 0 | $ 0 | $ 0 | $ 10,000,000 | |||||||||||||||||||
Recorded unconditional purchase obligation minimum quantitiy required | Units | 885,000 | 885,000 | |||||||||||||||||||||||||
Recorded unconditional purchase obligation quantity purchased | Units | 885,000 | ||||||||||||||||||||||||||
Block Chain Access UK Limited [Member] | Mining Service Agreement [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Percentage of revenue received to be deposited in the specific account | 95% | 95% | |||||||||||||||||||||||||
Percentage of revenue received eligible to be deposited in the company account | 5% | 5% | |||||||||||||||||||||||||
Long term purchase commitement date of expiry | Feb. 28, 2027 | Feb. 28, 2027 | |||||||||||||||||||||||||
Monthly customer advance | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||||||
Block Chain Access UK Limited [Member] | Mining Services Agreement Revenue [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Percentage of revenue received eligible to be deposited in the company account | 5% | ||||||||||||||||||||||||||
Block Chain Access UK Limited [Member] | Mining Services Agreement Revenue [Member] | Mining Service Agreement [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Percentage of eligible revenue that is freely available for the company | 5% | 5% | |||||||||||||||||||||||||
Block Chain Access UK Limited [Member] | Electricity Charges Associated With The Mining Services [Member] | Mining Service Agreement [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Recovery of direct costs | $ 4,892,000 | $ 1,480,000 | $ 6,768,000 | ||||||||||||||||||||||||
Block Chain Access UK Limited [Member] | Monthly Operating Expenses [Member] | Mining Service Agreement [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Recovery of direct costs | $ 499,000 | 622,000 | $ 792,000 | ||||||||||||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
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 | ||||||||||||||||||||||||||
Deferred underwriting fees | $ 720,000 | ||||||||||||||||||||||||||
Deferred underwriting payable | $ 6,762,000 | $ 6,762,000 | $ 6,762,000 | $ 9,660,000 | $ 6,762,000 | $ 6,762,000 | 6,762,000 | $ 9,660,000 | |||||||||||||||||||
Deferred underwriting commissions charged to additional paid-in capital | (2,898,000) | 9,660,000 | |||||||||||||||||||||||||
Contingent fee upon consummation of merger | $ 500,000 | $ 250,000 | |||||||||||||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | Wells | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Contingent fee upon consummation of merger | $ 3,500,000 | $ 1,000,000 | |||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | GRIID | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Business acquisition, number of shares issued | shares | 58,500,000 | 58,500,000 | |||||||||||||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | IPO | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Gross proceeds from issuance of initial public offering | $ 240,000,000 | ||||||||||||||||||||||||||
KUB [Member] | Power To Be Procured Under Contract [Member] | Union Data [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Long term purchase commitement period | 5 years | ||||||||||||||||||||||||||
Long term purchase commitement renewal period | 5 years | ||||||||||||||||||||||||||
KUB [Member] | Power To Be Procured After Amendment [Member] | Union Data [Member] | Off Peak [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Long term purchase commitement energy volume required | kWh | 200 | ||||||||||||||||||||||||||
KUB [Member] | Power To Be Procured After Amendment [Member] | Union Data [Member] | On Peak [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Long term purchase commitement energy volume required | kWh | 6,800 | ||||||||||||||||||||||||||
KUB [Member] | Power To Be Procured [Member] | Union Data [Member] | Off Peak [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Long term purchase commitement energy volume required | kWh | 10 | ||||||||||||||||||||||||||
KUB [Member] | Power To Be Procured [Member] | Union Data [Member] | On Peak [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Long term purchase commitement energy volume required | kWh | 5,001 | ||||||||||||||||||||||||||
With An Energy Provider [Member] | Power To Be Procured [Member] | Red Dog [Member] | Off Peak [Member] | For The First Six Months [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Long term purchase commitement energy volume required | kWh | 30 | ||||||||||||||||||||||||||
With An Energy Provider [Member] | Power To Be Procured [Member] | Red Dog [Member] | Off Peak [Member] | Beyond Six Months [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Long term purchase commitement energy volume required | kWh | 25,001 | ||||||||||||||||||||||||||
With An Energy Provider [Member] | Power To Be Procured [Member] | Red Dog [Member] | On Peak [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Long term purchase commitement period | 5 years 6 months | ||||||||||||||||||||||||||
With An Energy Provider [Member] | Power To Be Procured [Member] | Red Dog [Member] | On Peak [Member] | For The First Six Months [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Long term purchase commitement energy volume required | kWh | 5,001 | ||||||||||||||||||||||||||
With An Energy Provider [Member] | Power To Be Procured [Member] | Red Dog [Member] | On Peak [Member] | Beyond Six Months [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Long term purchase commitement energy volume required | kWh | 25,001 | ||||||||||||||||||||||||||
With Certain Energy Provider [Member] | Site Location And Development Agreement [Member] | Red Dog [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Long term purchase commitement energy volume required | MWh | 25 | ||||||||||||||||||||||||||
Long term purchase commitement energy gross amount | $ 1,284,000 | ||||||||||||||||||||||||||
Long term purchase commitement discount and economic development credit | 270,000 | ||||||||||||||||||||||||||
Long term purchase commitement one time additional credit | 100,000 | ||||||||||||||||||||||||||
Long term purchase commitement amount | 914,000 | ||||||||||||||||||||||||||
Threshold amount upto which due period is not specified | 600,000 | ||||||||||||||||||||||||||
Threshold amount beyon which due period is not specified | 600,000 | ||||||||||||||||||||||||||
Number of monthly instalments | 12,000 | ||||||||||||||||||||||||||
Letter of credit | 600,000 | ||||||||||||||||||||||||||
Discount on loan payable to the energy provider | $ 235,000 | ||||||||||||||||||||||||||
Debt instrument interest rate effective percentage | 4.50% | ||||||||||||||||||||||||||
Payable To The Energy Provider | $ 1,075,000 | ||||||||||||||||||||||||||
Incentive refundable in case of premature termination of contract | $ 100,000 | ||||||||||||||||||||||||||
Debt instrument periodic payment of principal | 50,000 | ||||||||||||||||||||||||||
Debt instrument annual payment of principal | $ 300,000 | $ 300,000 | 300,000 | ||||||||||||||||||||||||
Lenoir Cities Utilities Board [Member] | Power To Be Procured [Member] | Ava Data [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Notice period for termination of the contract | Day | 90 | 90 | |||||||||||||||||||||||||
Lenoir Cities Utilities Board [Member] | Power To Be Procured [Member] | Ava Data [Member] | For The First Six Months [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Long term purchase commitement period | 5 years | 5 years | |||||||||||||||||||||||||
Long term purchase commitement energy volume required | kWh | 5,001 | 5,001 | |||||||||||||||||||||||||
Helix Digital Partners [Member] | Development And Operation Agreement [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Fuel costs | $ 28,000 | 261,000 | $ 340,000 | ||||||||||||||||||||||||
Helix Digital Partners [Member] | Data Black River [Member] | Development And Operation Agreement [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Long term purchase commitement period | 3 years | ||||||||||||||||||||||||||
Long term purchase commitement energy volume required | MWh | 20 | ||||||||||||||||||||||||||
Management fees revenue eligilibility per month | $ 25,000 | ||||||||||||||||||||||||||
Percentage of foregone revenue entitled | 25% | 25% | 25% | 25% | 25% | 25% | |||||||||||||||||||||
Revenue from contract with customers excluding assessed tax | $ 0 | 461,000 | $ 462,000 | ||||||||||||||||||||||||
Revenue in excess of fees | 0 | 323,000 | 204,000 | 429,000 | |||||||||||||||||||||||
Long term purchase commitement notice period required | 60 days | ||||||||||||||||||||||||||
Long term purchase commitement notice period required based on revenue thresholds | 90 days | ||||||||||||||||||||||||||
Fuel costs | 32,000 | 298,000 | 340,000 | 199,000 | |||||||||||||||||||||||
Revenue accrued to the counterparty | 24,000 | $ 474,000 | 504,000 | 504,000 | |||||||||||||||||||||||
Hephaestus Capital Group [Member] | Evaluation Agreement [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Term of agreement | 6 months | ||||||||||||||||||||||||||
Low Time Preference Two Fund LLC [Member] | Evaluation Agreement [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Term of agreement | 6 months | ||||||||||||||||||||||||||
Underwriting Agreement | ADIT EDTECH ACQUISITION CORP [Member] | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Deferred underwriting payable | $ 6,762,000 | $ 6,762,000 | $ 6,762,000 | $ 9,660,000 | $ 6,762,000 | 6,762,000 | 6,762,000 | $ 9,660,000 | |||||||||||||||||||
Deferred underwriting commissions charged to additional paid-in capital | 2,898,000 | 2,898,000 | |||||||||||||||||||||||||
Underwriting Agreement | ADIT EDTECH ACQUISITION CORP [Member] | Early Bird Capital, Inc | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Deferred underwriting payable | $ 6,762,000 | ||||||||||||||||||||||||||
legal expenses reimbursement | $ 0 | $ 0 | |||||||||||||||||||||||||
Initial business combination expense reimbursement | 3,381,000 | ||||||||||||||||||||||||||
Underwriting Agreement | ADIT EDTECH ACQUISITION CORP [Member] | 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 | ||||||||||||||||||||||||||
Deferred fee on gross proceeds of IPO percentage | 3.50% | ||||||||||||||||||||||||||
Deferred underwriting fees | $ 9,660,000 | ||||||||||||||||||||||||||
Underwriting Agreement | ADIT EDTECH ACQUISITION CORP [Member] | Maximum | Early Bird Capital, Inc | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
legal expenses reimbursement | $ 150,000 | ||||||||||||||||||||||||||
Cybersecurity Due Diligence Services | ADIT EDTECH ACQUISITION CORP [Member] | Evolve | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Merger related costs | 55,000 | ||||||||||||||||||||||||||
Accounting Due Diligence Services | ADIT EDTECH ACQUISITION CORP [Member] | Edelstein | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Merger related costs | $ 16,000 | ||||||||||||||||||||||||||
Share Purchase Agreement | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Time period of notice for termination of the agreement | 90 days | 90 days | |||||||||||||||||||||||||
Share Purchase Agreement | GRIID | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Commitment fee | $ 4,000,000 | ||||||||||||||||||||||||||
Percentage of total equity interests diluted basis outstanding | 2% | ||||||||||||||||||||||||||
Percentage of closing price of shares | 90% | ||||||||||||||||||||||||||
Business combination, percentage of total consideration paid | 1% | ||||||||||||||||||||||||||
Share Purchase Agreement | G E M Yield Bahamas Limited | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Subscription price as a percentage of issue price | 92% | 92% | |||||||||||||||||||||||||
Number of trading days for determining the closing share price | 30 days | 30 days | |||||||||||||||||||||||||
Business acquisition, issue value | $ 200,000,000,000 | ||||||||||||||||||||||||||
Share Purchase Agreement | ADIT EDTECH ACQUISITION CORP [Member] | GRIID | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Commitment fee | $ 4,000,000 | ||||||||||||||||||||||||||
Percentage of total equity interests diluted basis outstanding | 2% | ||||||||||||||||||||||||||
Percentage of closing price of shares | 90% | ||||||||||||||||||||||||||
Business combination, percentage of total consideration paid | 1% | ||||||||||||||||||||||||||
Share Purchase Agreement | ADIT EDTECH ACQUISITION CORP [Member] | G E M Yield Bahamas Limited | |||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||
Business acquisition, issue value | $ 200,000,000 |
Income Tax - Schedule of Net De
Income Tax - Schedule of Net Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 23, 2021 |
Deferred Tax Liabilities | |||
Debt discount | $ (914,000) | ||
Depreciation | $ (96,000) | (187,000) | |
Right-of-use asset | (110,000) | (85,000) | |
Warrants | (601,000) | ||
Other | (8,000) | (10,000) | |
Deferred tax liabilities | (815,000) | (1,196,000) | |
Net deferred tax assets (liabilities) | (229,000) | (655,000) | |
Deferred tax assets: | |||
Net operating loss carryforwards | 453,000 | 37,000 | |
Cryptocurrency impairment and appreciation | 126,000 | 87,000 | |
Accruals | 7,000 | 417,000 | |
Deferred tax assets | 586,000 | $ 541,000 | |
Valuation allowance | 0 | $ 0 | |
ADIT EDTECH ACQUISITION CORP [Member] | |||
Deferred tax assets: | |||
Organizational costs/Startup expenses | 321,981 | 152,688 | |
Federal net operating loss carryforwards | 17,851 | ||
Total deferred tax assets | 321,981 | 170,539 | |
Valuation allowance | $ (321,981) | $ (170,539) |
Income Tax - Schedule of Income
Income Tax - Schedule of Income Tax Provisions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current | ||||||
Total current tax provision | $ 120,000 | |||||
State | 120,000 | |||||
Deferred | ||||||
State | $ (298,000) | 1,290,000 | ||||
Total deferred income tax provision (benefit) | (298,000) | 1,290,000 | ||||
Change in valuation allowance | (635,000) | |||||
Income tax provision | $ (188,000) | $ (151,000) | $ (354,000) | $ (294,000) | (298,000) | 775,000 |
ADIT EDTECH ACQUISITION CORP [Member] | ||||||
Current | ||||||
Current | 795,203 | |||||
Deferred | (151,332) | (170,539) | ||||
Deferred | ||||||
Change in valuation allowance | 151,332 | $ 170,539 | ||||
Income tax provision | $ (37,661) | $ (294,065) | $ (115,369) | $ (316,701) | $ 795,203 |
Income Tax - Additional Informa
Income Tax - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax [Line Items] | ||
Deferred tax assets, valuation allowance | $ 0 | $ 0 |
Valuation allowance, deferred tax asset, increase (decrease), amount | 0 | 635,000 |
Total U.S. state operating loss carryforwards | 7,191,000 | 564,000 |
Uncertain tax positions | 0 | 0 |
Increase (decrease) in income taxes receivable | 171,000 | |
Increase in valuation allowance | (635,000) | |
ADIT EDTECH ACQUISITION CORP [Member] | ||
Income Tax [Line Items] | ||
Deferred tax assets, valuation allowance | 321,981 | 170,539 |
Uncertain tax positions | 0 | 0 |
Increase in valuation allowance | 151,332 | 170,539 |
ADIT EDTECH ACQUISITION CORP [Member] | U.S. Federal | ||
Income Tax [Line Items] | ||
Net operating loss carryovers | $ 0 | $ 85,006 |
Income Tax - Schedule of Reconc
Income Tax - Schedule of Reconciliations of Federal Income Tax Effective Rate (Details) - ADIT EDTECH ACQUISITION CORP [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax [Line Items] | ||||||
Statutory federal income tax rate | 21% | 21% | 21% | 21% | ||
State taxes, net of federal tax benefit | 0% | 0% | ||||
Change in fair value of warrants | (17.10%) | 7.60% | ||||
Acquisition related expenses | 7.50% | (22.10%) | ||||
Change in valuation allowance | 2.70% | (6.50%) | ||||
Effective tax rate | 18.14% | 30.31% | 6.64% | 6.41% | 14.10% |
Common Units - Additional Infor
Common Units - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | |||
Accumulated deficit | $ (124,514) | $ (90,680) | $ (26,939) |
Capital Unit, Class A [Member] | |||
Class of Stock [Line Items] | |||
Accumulated deficit | $ (99,611) | $ (72,544) | |
Capital units initial disribution percentage in case of liquidation | 80% | 80% | |
Capital units distribtion percentage after the completion initial distribution | 50% | 50% | |
Capital units aggregate priority distribution as a multiple of initial contribution | 3 | 3 | |
Capital Units B And C [Member] | |||
Class of Stock [Line Items] | |||
Accumulated deficit | $ (24,903) | $ (18,136) | |
Capital units initial disribution percentage in case of liquidation | 20% | 20% | |
Capital units distribtion percentage after the completion initial distribution | 50% | 50% |
Unit-based Compensation - Addit
Unit-based Compensation - Additional Information (Details) | Apr. 14, 2021 shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Common stock capital shares reserved for futire issuance | 2,500,000 |
Share based compensation by share based award number of shares authorized for issuance | 2,418,000 |
Share based compensation by share based award number of shares available for issuance | 82,000 |
Limited Liability Company Profit Interests Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Common stock capital shares reserved for futire issuance | 2,500,000 |
Share based compensation by share based award number of shares authorized for issuance | 2,413,367 |
Share based compensation by share based award number of shares available for issuance | 86,633 |
Unit-based Compensation - Summa
Unit-based Compensation - Summary of IU Activity Under the Plan (Details) - Incentive Units [Member] - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Beginning Balance | 745,646 | 1,524,367 | 1,524,367 | 2,418,000 |
Vested | (778,721) | (893,633) | ||
Forfeited | 0 | 0 | ||
Ending Balance | 745,646 | 1,524,367 | ||
Beginning Balance | $ 0.19 | $ 0.19 | $ 0.19 | $ 0.19 |
Vested | 0.19 | 0.19 | ||
Forfeited | 0 | 0 | ||
Ending Balance | $ 0.19 | $ 0.19 | ||
Limited Liability Company Profit Interests Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Beginning Balance | 754,986 | 1,557,911 | 1,557,911 | |
Vested | (436,697) | (602,295) | ||
Forfeited | 0 | (29,166) | ||
Ending Balance | 318,289 | 926,450 | 754,986 | 1,557,911 |
Unit-based Compensation - Sum_2
Unit-based Compensation - Summary of IU Activity Under the Plan (Parenthetical) (Details) - Incentive Units [Member] - Limited Liability Company Profit Interests Plan [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share based compensation by share based award unrecognized compensation | $ 56 | $ 167 | $ 56 | $ 167 | $ 142 | $ 268 |
Share based compensation by share based award unrecognized compensation remaning period for recognition | 1 year 3 months 7 days | 1 year 1 month 2 days | 2 years 9 months 21 days | 2 years 2 months 26 days | ||
Share based compensation by share based award equity instruments other than options vested in period total fair value | $ 398 | $ 284 | $ 148 | $ 170 | ||
General and Administrative Expense [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Allocated share based compensation | $ 26 | $ 33 | $ 72 | $ 99 | $ 132 | $ 191 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Dec. 31, 2022 | Jul. 11, 2023 | Dec. 23, 2022 | Dec. 31, 2021 | Nov. 29, 2021 | |
Common stock, par value | $ 0.0001 | |||||
ADIT EDTECH ACQUISITION CORP [Member] | ||||||
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 including shares subject to possible redemption | 8,900,026 | 9,367,422 | 34,500,000 | |||
Common stock, shares outstanding including shares subject to possible redemption | 8,900,026 | 9,367,422 | 34,500,000 | |||
Common stock, shares redemption | 2,000,026 | 2,467,422 | 2,000,026 | 2,467,422 | 27,600,000 | |
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% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Oct. 13, 2023 USD ($) | Mar. 31, 2023 USD ($) | Feb. 07, 2023 shares | Apr. 14, 2023 USD ($) Extension $ / shares | Dec. 31, 2023 USD ($) | Jul. 14, 2023 USD ($) Extension $ / shares | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 25, 2023 USD ($) | Dec. 15, 2023 USD ($) | Jul. 01, 2023 USD ($) | Apr. 06, 2023 USD ($) shares | Mar. 12, 2023 USD ($) | Jan. 24, 2023 USD ($) | Jan. 13, 2023 USD ($) | Jan. 12, 2023 USD ($) | |
Subsequent Event [Line Items] | ||||||||||||||||||
Loan receivable face value | $ 1,800,000 | |||||||||||||||||
Restricted cash and cash equivalents non current | $ 323,000 | $ 323,000 | $ 323,000 | |||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Outstanding principal amount | $ 444,136 | |||||||||||||||||
Proceeds from related party debt | $ 202,683 | $ 100,000 | $ 150,000 | $ 150,000 | ||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | GRIID Infrastructure LLC | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt instrument face value | 1,800,000 | |||||||||||||||||
Outstanding principal amount | 1,478,272 | |||||||||||||||||
Aggregate deposit amount | $ 888,272 | |||||||||||||||||
Aggregate deposits amount per share | $ / shares | $ 0.06 | |||||||||||||||||
Number of extensions | Extension | 6 | |||||||||||||||||
Extensions term | 1 month | |||||||||||||||||
ADIT EDTECH ACQUISITION CORP [Member] | Promissory Note | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Outstanding principal amount | 1,478,272 | |||||||||||||||||
Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Cumulative amount of advance | $ 180,000 | $ 444,000 | ||||||||||||||||
Subsequent Event | Wholly Owned Subsidiary [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Proceeds from the sale of land | $ 1,200,000 | |||||||||||||||||
Proceeds from the sale of machinery and equipment | $ 500,000 | |||||||||||||||||
Subsequent Event | Additional Unsecured Promissory Notes [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt instrument face value | $ 2,825,000 | |||||||||||||||||
Subsequent Event | Additional Private Placement Notes [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt instrument face value | $ 7,520,000 | |||||||||||||||||
Subsequent Event | Warrant [Member] | Additional Private Placement Notes [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances | $ 13,776,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 15% | |||||||||||||||||
Principal Amount Of Debt Whose Maturity Has Been Extended | $ 15,213,000 | |||||||||||||||||
Subsequent Event | Signature Bank [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Restricted cash and cash equivalents non current | $ 323,000 | |||||||||||||||||
Subsequent Event | Leases Renewed In Cincinati Ohio [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Operating lease term of renewal | 2 years | |||||||||||||||||
Lessee Operating Lease Monthly Rent | $ 3,000 | |||||||||||||||||
Subsequent Event | Warrants To Exercise Class B Units [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Warrants and rights outstanding | $ 1,106,000 | |||||||||||||||||
Subsequent Event | Warrants To Exercise Class B Units [Member] | Additional Unsecured Promissory Notes [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Short term debt fixed interest rate percentage | 15% | |||||||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | shares | 107,614 | |||||||||||||||||
Number of units excercisable as a percentage of outstanding equity interests after merger | 0.76875% | |||||||||||||||||
Subsequent Event | ADIT EDTECH ACQUISITION CORP [Member] | GRIID Infrastructure LLC | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Payment to acquire restricted investments | $ 60,000 | |||||||||||||||||
Proceeds from related party debt | 60,000 | |||||||||||||||||
Subsequent Event | ADIT EDTECH ACQUISITION CORP [Member] | Promissory Note | GRIID Infrastructure LLC | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Outstanding principal amount | $ 1,478,272 | |||||||||||||||||
Maximum | ADIT EDTECH ACQUISITION CORP [Member] | Promissory Note | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt instrument face value | 1,800,000 | |||||||||||||||||
Maximum | Subsequent Event | Promissory Note | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Loan receivable face value | $ 900,000 | |||||||||||||||||
Maximum | Subsequent Event | ADIT EDTECH ACQUISITION CORP [Member] | Promissory Note | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt instrument face value | $ 900,000 | |||||||||||||||||
Minimum | ADIT EDTECH ACQUISITION CORP [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Average aggregate global market capitalization | shares | 40,000,000 | |||||||||||||||||
Minimum | Subsequent Event | ADIT EDTECH ACQUISITION CORP [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Average aggregate global market capitalization | shares | 40,000,000 | |||||||||||||||||
Scenario Forecast | ADIT EDTECH ACQUISITION CORP [Member] | GRIID Infrastructure LLC | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Aggregate deposit amount | $ 444,136 | |||||||||||||||||
Aggregate deposits amount per share | $ / shares | $ 0.06 | |||||||||||||||||
Number of extensions | Extension | 6 | |||||||||||||||||
Extensions term | 1 month |