Cover
Cover | 12 Months Ended |
Dec. 31, 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 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 2,851 | $ 646 |
Other receivables | 40 | 295 |
Cryptocurrencies | 142 | 51 |
Finance lease right-of-use asset, current | 1 | 1 |
Prepaid expenses and other current assets | 301 | 178 |
Total current assets | 3,335 | 1,171 |
Restricted cash | 323 | 323 |
Property and equipment, net | 30,844 | 37,156 |
Operating lease right-of-use asset | 2,262 | 2,454 |
Finance lease right-of-use asset | 43 | 96 |
Long-term deposits | 5,400 | 4,941 |
Total assets | 42,207 | 46,141 |
Current liabilities | ||
Accounts payable | 12,902 | 4,598 |
Operating lease liability, current | 222 | 205 |
Finance lease liability, current | 6 | 377 |
Notes payable, net | 2,737 | 667 |
Accrued expenses and other current liabilities | 6,287 | 3,175 |
Total current liabilities | 22,154 | 9,022 |
Notes payable, net | 69,011 | 45,682 |
Payable to lessor – construction in progress | 137 | 504 |
Warrant liability | 3,838 | 76,423 |
Unearned grant revenue | 195 | 195 |
Deferred tax liability | 4,304 | 229 |
Operating lease liability | 2,111 | 2,300 |
Finance lease liability | 94 | 98 |
Total liabilities | 101,844 | 134,453 |
Commitments and contingencies (See Note 14) | ||
Shareholders' deficit | ||
Common Stock (0.0001 par value 100,000,000 authorized, 58,500,000 and 43,365,721 shares issued and outstanding at December 31, 2023 and 2022, respectively) | 7 | 2,368 |
Additional Paid-In Capital | 47,765 | 0 |
Accumulated deficit | (107,409) | (90,680) |
Total shareholders' deficit | (59,637) | (88,312) |
Total liabilities and shareholders' deficit | $ 42,207 | $ 46,141 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 58,500,000 | 43,365,721 |
Common stock, shares outstanding | 58,500,000 | 43,365,721 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | ||
Other revenue | $ 0 | $ 462 |
Total revenue, net | 19,624 | 22,355 |
Operating expenses | ||
Cost of revenues (excluding depreciation and amortization) | 13,670 | 12,233 |
Depreciation and amortization | 5,540 | 7,128 |
Compensation and related taxes | 7,349 | 10,575 |
Professional and consulting fees | 2,939 | 5,420 |
General and administrative | 3,036 | 4,605 |
Loss on contingency | 217 | |
Gain on extinguishment - non-debt related | (375) | 0 |
Impairment of cryptocurrencies | 285 | 6,026 |
Impairment of property and mining equipment | 95 | |
Realized gain on sale of cryptocurrencies | (351) | (3,998) |
Total operating expenses | 32,310 | 42,084 |
Gain (loss) on disposal of property and equipment | 1,059 | (16) |
Loss from operations | (11,627) | (19,745) |
Other income (expense) | ||
Loss on extinguishment of debt | (25,081) | (51,079) |
Debt issuance costs | (4,000) | |
Change in fair value of warrant liability and warrant derivative | 59,662 | 22,948 |
Gain on termination of warrant | 139 | |
Other income, net of other expense | 453 | 200 |
Interest expense, net | (34,001) | (14,367) |
Total other income (expense) | (2,967) | (42,159) |
Loss before income taxes | (14,594) | (61,904) |
Income tax expense (benefit) | 4,063 | (298) |
Net loss | $ (18,657) | $ (61,606) |
Basic net loss per share | $ (0.34) | $ (1.28) |
Diluted net loss per share | $ (0.34) | $ (1.28) |
Basic weighted average number of shares outstanding | 54,769,568 | 48,044,313 |
Diluted weighted average number of shares outstanding | 54,769,568 | 48,044,313 |
Cryptocurrency mining revenue [Member] | ||
Revenue | ||
Cryptocurrency mining revenue, net of mining pool operator fees | $ 9,137 | $ 13,477 |
Mining services revenue [Member] | ||
Revenue | ||
Cryptocurrency mining revenue, net of mining pool operator fees | $ 10,487 | $ 8,416 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2021 | $ (24,571) | $ 2,368 | $ 0 | $ (26,939) |
Beginning Balance, shares at Dec. 31, 2021 | 40,515,159,000 | |||
Vesting of incentive units, shares | 2,861,623,000 | |||
Unit-based compensation | 132 | 132 | ||
Reclassification of warrants | (2,267) | (2,267) | ||
Net loss | (61,606) | (61,606) | ||
Ending Balance at Dec. 31, 2022 | (88,312) | $ 2,368 | 0 | (90,680) |
Ending Balance, shares at Dec. 31, 2022 | 43,376,782 | |||
Vesting of incentive units, shares | 2,113,766,000 | |||
Issuance of class B warrants | 66,215 | 66,215 | ||
Issuance of class B warrants, shares | 12,307,945,000 | |||
Forfeitures of incentive units | 137,235,000 | |||
Unvested shares considered outstanding at conversion, shares | 564,272,000 | |||
Conversion of shares to common stock in connection with reverse merger | (2,361) | $ (2,361) | ||
Unit-based compensation | 97 | 97 | ||
Issuance costs related to the merger | (16,619) | (18,450) | 1,831 | |
Net loss | (18,657) | (18,657) | ||
Ending Balance at Dec. 31, 2023 | $ (59,637) | $ 7 | $ 47,765 | $ (107,409) |
Ending Balance, shares at Dec. 31, 2023 | 58,500,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (18,657) | $ (61,606) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,540 | 7,128 |
Loss (gain) on disposal of property and equipment | (1,059) | 16 |
Realized gain on sale of cryptocurrencies | (351) | (3,998) |
Gain on extinguishment of leases | (375) | 0 |
Change in fair value of warrant liability and embedded derivative liability | (59,662) | (22,948) |
Loss on extinguishment of debt | 25,081 | 51,079 |
Gain on termination of warrant | 0 | (139) |
Impairment of cryptocurrencies | 285 | 6,026 |
Impairment of property and mining equipment | 0 | 95 |
Non-cash interest expense | 33,144 | 10,691 |
Unit-based compensation | 97 | 132 |
Cryptocurrency mined, net | (9,969) | (13,900) |
Changes in operating assets and liabilities: | ||
Other receivables | 255 | 81 |
Prepaid expenses and other current assets | (123) | 1,465 |
Long term deposits | (460) | 530 |
Operating lease right-of-use asset | 182 | 209 |
Accounts payable | (2,271) | 4,888 |
Accrued expenses and other current liabilities | 3,113 | 1,214 |
Deferred tax liability | 4,075 | (426) |
Operating lease liability | (165) | (19) |
Finance lease liability | 0 | (13) |
Net cash used in operating activities | (21,320) | (19,495) |
Cash flows from investing activities: | ||
Deposits on purchases of property and equipment | 0 | (7,374) |
Proceeds from sale of cryptocurrencies | 9,943 | 26,871 |
Purchases of property and equipment | (248) | (14,112) |
Proceeds from disposal of property and equipment | 2,132 | 589 |
Net cash provided by investing activities | 11,827 | 5,974 |
Cash flows from financing activities: | ||
Repayment of US dollar notes payable | (450) | |
Issuance costs related to merger | (3,167) | |
Proceeds from issuance of US dollar notes payable and shareholder loans | 15,315 | 13,881 |
Net cash provided by financing activities | 11,698 | 13,881 |
Net increase in cash | 2,205 | 360 |
Cash, beginning of the period | 969 | 609 |
Cash, end of the period | 3,174 | 969 |
Reconciliation of cash and restricted cash to the Consolidated Balance Sheet | ||
Cash | 2,851 | 646 |
Restricted Cash | 323 | 323 |
Total cash and restricted cash | 3,174 | 969 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | 857 | 3,287 |
Fair value of payment made in cryptocurrency for revenue share consideration | 0 | 461 |
Supplemental non-cash disclosures: | ||
Equity issuance costs not paid in accounts and notes payable | 15,283 | 0 |
Amounts to be paid per the development and operation agreement | 35 | 35 |
Right-of-use asset and lease liability associated with financing lease | 0 | 47 |
Issuance of warrants | 15,315 | 56,994 |
Right-of-use asset and lease liability associated with operating lease | 55 | 1,375 |
Fair value of warrant liability issued in connection with notes payable amendment | 25,080 | 49,421 |
Non-Cash Deposits used in Purchase of Miner Chips | $ 0 | $ 5,715 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2023 | |
Description of Business [Abstract] | |
Description of Business | 1. Description of Business Griid Infrastructure Inc. (“GRIID” or, the “Company”) is a vertically integrated bitcoin mining company based in Cincinnati, Ohio that owns and operates a growing portfolio of energy infrastructure and high-density data centers across North America. The Company has built a bitcoin mining operation, which operates specialized computers (also known as “miners”) that generate cryptocurrency. Currently, the only cryptocurrency mined by GRIID is bitcoin. The Company was formed in the State of Delaware on May 23, 2018. On December 29, 2023, the Company, formerly known as “Adit EdTech Acquisition Corp.” (“Adit”) consummated the previously announced reverse recapitalization transaction contemplated by that certain Agreement and Plan of Merger, dated as of November 29, 2021 (the “Initial Merger Agreement”), as amended by the first amendment to the Initial Merger Agreement, dated December 23, 2021 (the “First Amendment”), the second amendment to the Initial Merger Agreement, dated October 17, 2022 (the “Second Amendment”), and the third amendment to the Initial Merger Agreement, dated February 8, 2023 (the “Third Amendment,” together with the Initial Merger Agreement as amended by the First Amendment, the Second Amendment and the Third Amendment, the “Merger Agreement”). Pursuant to the Merger Agreement, (i) ADIT Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Adit (“Merger Sub”), merged with and into Griid Holdco LLC (“GRIID Holdco”), with GRIID Holdco as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of the Company (the “merger”) and (ii) the Company’s name was changed from Adit EdTech Acquisition Corp. to GRIID Infrastructure Inc. Upon entering the Transaction, GRIID’s LLC Agreement was amended to the Amended and Restated Limited Liability Company Agreement (the “Amended LLC Agreement”). As part of the Amended LLC Agreement, New GRIID became the sole member of GRIID. The governing documents were amended such that the business of GRIID is managed solely by New GRIID. Additionally, New GRIID adopted the Amended and Restated Bylaws of Griid Infrastructure Inc. (the “Company Bylaws”) which governs New GRIID’s business and affairs. |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Liquidity And Financial Condition [Abstract] | |
Liquidity and Financial Condition | 2. Liquidity and Financial Condition The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. Since its inception, the Company has incurred net losses. During the years ended December 31, 2023 and 2022, the Company incurred net losses of $18,657 and $61,606, respectively. As of December 31, 2023, the Company had an accumulated deficit of $107,409. As of December 31, 2023, the Company had cash and cash equivalents of $2,851 which are available to fund future operations. The ongoing viability of the Company is largely dependent on the future financial and operating performance of the Company. To date, the Company has, in large part, relied on debt financing to fund its operations. Management expects to continue to incur significant expenses for the foreseeable future while the Company makes investments to support its anticipated growth. The Company’s ability to continue is dependent upon bitcoin prices remaining at or above certain levels. Based upon current and historical volatility of bitcoin the Company is unable to be certain that it can profitably mine bitcoin to support its operations. As such, there exists substantial doubt about the Company’s ability to remain a going concern within one year after the date these consolidated financial statements were issued. The Company has received $5,250 in draws related to the GEM facility (Note 14) as of April 15, 2024 and plans to draw the additional funds allowed per the agreement. The Company plans to raise additional bridge investor financing options with corresponding increases in ownership equity as well as continue to reduce or delay expenditures originally forecasted. The Company will have additional needs for capital in the next fiscal year. These additional needs might |
Basis of Presentation, Summary
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2023 | |
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements | 3. Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements Basis of Presentation and Principles of Consolidation The Company’s audited consolidated financial statements have been prepared in accordance with U.S. GAAP. The accompanying consolidated financial statements of the Company include the accounts of the Company and its wholly or majority owned and controlled subsidiaries. Consolidated subsidiaries’ results are included from the date the subsidiary was formed or acquired. Intercompany investments, balances and transactions have been eliminated in consolidation. Non–controlling interests represents the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interest. The accompanying audited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Amounts disclosed are in thousands except for share, per share, Bitcoin, and miner amounts, or as noted. Use of Estimates The preparation of audited consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the audited consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such judgments, estimates and assumptions include revenue recognition, the useful lives and recoverability of long-lived assets, unit-based compensation expense, impairment analysis of indefinite lived intangibles, and the fair value of the Company’s warrant liability and embedded derivative liability. Actual results experienced by the Company may differ from those estimates. 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, 2023 and 2022, the Company chose to mine with certain mining pool operators, with revenue generated from their related mining pools constituted as follows: December 31, December 31, Pool 1 0.00 % 0.01 % Pool 2 100.0 % 99.9 % 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, 2023 and 2022, the financial assets or liabilities measured at fair value were the Company’s outstanding notes payable and warrant liability balances. The warrant liability associated with warrants issued in conjunction with the Company’s Third Amended and Restated Loan Agreement as well as the Fourth Amended and Restated Loan Agreement (see Note 11) is accounted for at fair value on a recurring basis with changes in fair value recognized in the consolidated statement of operations. Carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, and accounts payable and accrued liabilities, is of approximate fair value due to the short-term nature of these instruments. The fair value of the Company’s debt approximates carrying value as it was recorded at fair value upon the Company’s extinguishment of debt (see Note 11). 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. During the year, the Company observed the miners at the Data Black River LLC site were not fully contributing to hash due to how the long-lived assets were being utilized on the site. It was not economically reasonable for the Company to mine on the site due to the decrease in value the miner would have produced relative to the cost to mine. Upon conducting further testing, indicators of impairment existed as of 12/31/2023. After proceeding to the quantitative impairment test for recoverability, it was determined that the Data Black River LLC assets were not impaired as the undiscounted future cash flows generated by the assets exceeded the carrying amount of the assets at the Data Black River LLC and therefore no impairment loss was recorded. 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 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, 2023 and 2022 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, 2023 and 2022 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 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 The Company earns revenues from material contracts with customers and vendors, the “Data Black River Development and Operation Agreement”, “Evaluation Agreement” and the “Mining Services Agreement”. Refer to discussion within Note 14. 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 The Company accounts for income taxes under the asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. 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 operations in the period that includes the enactment date. A valuation allowance is required to the extent any deferred tax assets may not be realizable. For the year ended December 31, 2022, no provision for federal income taxes was presented in these consolidated financial statements as the Company was a limited liability company, and accordingly the Company’s taxable income was allocated to its members for income tax reporting purposes. In certain circumstances, the Company was required to pay income taxes to state or local jurisdiction. At the closing of the merger on December 29, 2023, the limited liability company was converted into a C-corporation. For the year ended December 31, 2023, the Company is considered a corporation and is subject to entity-level taxes in certain states. 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. Share-based Compensation The Company accounts for its share-based compensation in accordance with FASB 718, Compensation – Stock Compensation non-employees paid-in Under the fair-value method, share-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. Share-based compensation awards granted to employees are measured at the grant date fair value with compensation expense recognized on a straight–line basis over the requisite service period of the award. Share-based compensation awards granted to 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, 2023, the Company has $323 of restricted cash related to a utility surety letter of credit. Reclassifications Certain reclassifications have been made within the December 31, 2022 consolidated balance sheet, consolidated statement of operations and consolidated statement of cash flow to conform to the December 31, 2023 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 In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2019-10 Issued and Not Yet Adopted The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s consolidated financial statements properly reflect the change. ASU 2023-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions 2022-03 ASU 2023-08, Intangibles – Goodwill and Other – Crypto Assets (Subtopic 350-60): ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. 2023-09 |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Reverse recapitalization | 4. Reverse recapitalization On December 29, 2023, Adit, ADEX Merger Sub LLC, and GRIID Holdco consummated a merger (the “merger”) pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 29, 2021 (the “Initial Merger Agreement”), as amended by the first amendment to the Initial Merger Agreement, dated December 23, 2021 (the “First Amendment”) and the second amendment to the Initial Merger Agreement, dated October 17, 2022 (the “Second Amendment”) and the third amendment to the Initial Merger Agreement, dated February 8, 2023 (the “Third Amendment”, and the Initial Merger Agreement as amended by the First Amendment, the Second Amendment and the Third Amendment, the “Merger Agreement”). The merger was accounted for as a reverse merger and recapitalization and Adit was considered the acquired company for financial statement reporting purposes. GRIID Holdco was deemed the predecessor for financial reporting purposes and the Company was deemed the successor SEC registrant, meaning that GRIID Holdco’s financial statements for periods prior to the consummation of the merger are disclosed in the financial statements included within this report and will be disclosed in the Company’s future reporting periods. No goodwill or other intangible assets were recorded, in accordance with GAAP. At the closing date, GRIID received gross cash consideration of $21,877 as a result of the reverse recapitalization from Adit’s trust account, which was then reduced by the redemption of common stock of $19,338 as well as deferred underwriting fees and filing fees of $2,345. At the time of the aforementioned merger, the existing GRIID Holdco’s Limited Liability Company equity holders exchanged their interests in GRIID for 58,500,000 shares of Adit common stock. After the merger, the holders of the IPO shares owns 216,298 shares and the Adit EdTech Sponsor LLC (“the Sponsor”) owned 6,900,000 shares. Upon consummation of the merger, GRIID Holdco’s Limited Liability Company Agreement was amended to the Amended and Restated Limited Liability Company Agreement (the “Amended LLC Agreement”). As part of the Amended LLC Agreement, the Company became the sole member of GRIID Holdco. The governing documents were amended such that the business of GRIID Holdco and its wholly owned subsidiaries is managed solely by the Company. Additionally, the Company adopted the Second Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company which govern the Company’s business and affairs. GRIID Holdco accounted for the net assets acquired from Adit as a recapitalization. In connection with the reverse recapitalization, GRIID incurred approximately $21,140 of equity issuance costs, of which $3,167 has been paid as of December 31, 2023, consisting of advisory, legal, share registration and other professional fees. $2,225 of these fees represent underwriter fees incurred by Adit prior to the reverse recapitalization related to their IPO. These fees were recorded in additional paid-in proceeds |
Cryptocurrencies
Cryptocurrencies | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Cryptocurrencies | 5. Cryptocurrencies The following table presents additional information about cryptocurrencies as follows: Year Ended December 31, December 31, Beginning balance $ 51 $ 15,050 Cryptocurrencies received from mining 9,137 13,496 Mining services revenue 844 884 Mining pool operating fees (13 ) (19 ) Consideration paid related to operation agreement — (461 ) Proceeds from sale of cryptocurrencies (9,943 ) (26,871 ) Realized gain on sale of cryptocurrencies and consideration paid 351 3,998 Impairment of cryptocurrencies (285 ) (6,026 ) Ending balance $ 142 $ 51 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment Property and equipment, net consist of the following: Year Ended December 31, December 31, Land $ 422 $ 659 Assets not placed into service 831 662 Energy infrastructure 3,986 4,664 General infrastructure 12,214 12,402 IT infrastructure 824 820 Miners 15,802 15,759 Vehicle 76 140 Office furniture and equipment 343 343 Miner chip inventory 11,498 11,498 Gross property and equipment $ 45,996 $ 46,947 Less: accumulated depreciation (15,152 ) (9,791 ) Total property and equipment, net $ 30,844 $ 37,156 Depreciation expenses related to property and equipment was $5,487 and $6,936 for years ended December 31, 2023 and 2022, respectively. The Company entered into a supply agreement (see Note 14) 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, 2023, the Company sold certain property and equipment for total proceeds of $2,132 resulting in a gain of $1,059. 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. The Company 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. Both events triggered accelerated depreciation of $544 due to these two events. The effect on net loss from operations as well as net loss is $(544). Impairment for all assets was assessed after all adjustments were made and expense related to impairment was $95 for all asset classes. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 7. Leases In February 2021, the Company 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 and was renewed March 1, 2023. The monthly rent on the lease, which includes CAM, interest, and taxes, is approximately $3. The term of the initial and renewed lease is for two years, with an option to renew for an additional two-year In August 2021, the Company 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 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, December 31, Assets Current Operating Current assets $ — $ — Finance Current assets 1 1 Long-term Operating Long-term assets 2,262 2,454 Finance Long-term assets 43 96 Total right-of-use $ 2,306 $ 2,551 Liabilities Current Operating Short-term lease liability $ 222 $ 205 Finance Short-term lease liability 6 377 Noncurrent Operating Long-term lease liability 2,111 2,300 Finance Long-term lease liability 94 98 Total lease liabilities $ 2,433 $ 2,980 The components of lease expense were as follows: Year Ended December 31, December 31, Operating lease expense $ 440 $ 412 Finance lease expense Amortization on ROU assets 55 192 Interest on lease liabilities 14 59 Short-term lease expense 61 86 Total lease expense $ 570 $ 749 Other information related to leases was as follows: Year Ended December 31, December 31, Weighted average remaining lease term (in years) Operating leases 7.8 8.8 Finance leases 1.9 0.8 Weighted average discount rate: Operating leases 8.1 % 8.0 % Finance lease 4.6 % 12.7 % Year Ended December 31, December 31, Cash paid for amounts included in measurement of Operating cash flows from operating leases $ 423 $ 222 Operating cash flows from finance leases $ 16 $ 45 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 Finance 2024 $ 402 $ 10 2025 371 32 2026 367 65 2027 412 — 2028 412 — Thereafter 1,220 — Total future minimum lease payments 3,184 107 Less: imputed interest (851 ) (8 ) Total 2,333 99 Plus: lease asset, current — 1 Less: lease liability, current (222 ) (6 ) Total long-term lease liability $ 2,111 $ 94 |
Long-Term Deposits
Long-Term Deposits | 12 Months Ended |
Dec. 31, 2023 | |
Deposits [Abstract] | |
Long-Term Deposits | 8. Long-Term Deposits December 31, December 31, Deposits on property and equipment $ 5,305 $ 4,873 Other long-term deposits 95 68 Total long-term deposits $ 5,400 $ 4,941 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses and Other Current Liabilities | 9. Accrued Expenses and Other Current Liabilities December 31, December 31, Accrued legal $ — $ 2,198 Accrued professional fees 275 460 Accrued GEM facility commitment fee 4,000 — Accrued contingency fee 199 — Accrued wages and benefits 1,298 250 Other accrued expenses and other current liabilities 515 267 Total accrued expenses and other current liabilities $ 6,287 $ 3,175 |
Debt and Warrants
Debt and Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt and Warrants | 10. Debt and Warrants On November 19, 2021 (the “Third Amendment Closing Date”), the Company entered into a 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 also 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 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 Adit 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 executed and delivered the Supplemental Warrants upon the consummation of the merger that occurred December 29, 2023. The Supplemental Warrants have a strike price 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. 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 (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 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 December 31, 2023 and 2022, the Company had 3.440 BTC and 3.067 BTC, respectively, deposited within its Mined Currency Account with the lender and 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 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. Since the merger transaction consummated on December 29, 2023, management 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. the entry into the 4th A&R Loan Agreement, Blockchain waived any potential defaults under the 3rd A&R Loan Agreement. The Company entered into a deposit account control agreement (the “DACA”), which, in the event the Company defaults on its repayment of the 4th A&R Loan Agreement, would allow Blockchain to assume control of the Company’s bank account only with regard to any funds remaining outstanding under the 4th A&R Loan Agreement. There has been no indications of default on the 4th A&R Loan Agreement (see exhibit 10.33). The Company entered into an account control agreement (the “DACA V2”), which, in the event the Company defaults on its repayment of the 4th A&R Loan Agreement, would allow Blockchain to assume control of the Company’s cryptocurrency account only with regard to any funds remaining outstanding under the 4th A&R Loan Agreement. There has been no indications of default on the 4th A&R Loan Agreement (see exhibit 10.34). Throughout 2022 and 2023, the Company completed private placements (the “bridge financings”) with certain accredited investors pursuant to which the Company issued promissory notes in the aggregate principal face amount of $19,868 (the “promissory notes”) and a recognition of warrant liability of $18,135. The promissory notes have an interest rate of 15.0% per annum and effective interest rate of 22.5%. Subject to mandatory or optional repayment of the promissory notes, the outstanding principal amount of the promissory notes, together with all accrued and unpaid interest thereon, is due after one year of commencement (the “maturity date”). Pursuant to that certain share purchase agreement (the “Purchase Agreement”), dated September 9, 2022, among GRIID Holdco LLC, Adit, Global Yield LLC SCS (“GYBL”) and Gem Yield Bahamas Limited (the “Purchaser”), any proceeds the Company receives under the Share Purchase Agreement must be used to repay $4.9 million in 2024 and $20.1 million in 2025. The promissory notes contain certain events of default, including, without limitation, non-payment, In connection with the bridge financings, the Company entered into warrant purchase agreements with each of the accredited investors pursuant to which the Company issued to such accredited investors warrants to purchase an aggregate of 3.79% of the issued and outstanding units of the Company on a fully-diluted basis at an exercise price of $0.01 per unit. In connection with the closing of the Merger, such warrants were automatically converted into Class B Units of the Company immediately prior to the effective time of the Merger and then were subsequently exchanged for merger consideration (i.e. shares of common stock of New GRIID) equal to an aggregate of 2.51% of the issued and outstanding shares of common stock of New GRIID, on a fully diluted basis after giving effect to the Merger. Throughout 2023, the Company modified the notes to extend the dates for these bridge loans in the amount of $1,205. These notes were accounted for as a troubled debt restructuring. In December 2023, the Company modified a large portion of the bridge financing agreements to extend the terms out further to mature on June 30, 2025. These modifications also had additional warrants at various totals issued of 539,165 at an exercise price of $0.01 per unit. The Company recorded these modifications as debt extinguishment and recorded a loss on debt extinguishment of $25,081. On September 8, 2022, the Company entered into the Purchase Agreement with GYBL and the Purchaser. Pursuant to the Purchase Agreement, beginning December 29, 2023 (the “Public Listing Date”) and ending on the 3-year the Company shall pay a commitment fee to the Purchaser equal to 2% of the $200 million limit. The commitment fee will be due on each draw and may be paid in cash from the proceeds of the draw down or in tradeable common shares of the Company valued at the Daily Closing Price at the time of such draw down. For avoidance of doubt, the commitment fee shall be payable regardless of whether any draw down notices have been delivered. Further, it was noted that on the Public Listing Date, the Company shall execute a warrant granting the Purchaser the right to purchase common shares with an expiration date that is the third anniversary of the Public Listing Date (the “Warrants”). The contingently issuable warrants will be exercisable for a number of common shares equal to 2% of the total equity interests following completion of the public listing. The merger completed on December 29, 2023 and as a result, the Company issued the Warrants which are exercisable for 1,733,726 shares of common stock at an exercise price of $4.84 per share. The value of the warrants as of December 31, 2023 was $3,838 (see Note 11). The warrants are exercisable for a number of common shares that is equal to 2% of the total equity interest outstanding immediately after the completion of the public listing. Since the public listing date was not until January 2024 and due to the unknown nature of what the warrants outstanding would have been in 2022, the warrants were not included in the computation of diluted EPS in 2022. On December 29, 2023, the Company and EarlyBird Capital, Inc. (“EarlyBird”) entered into an amendment (the “Amendment”) to the Underwriting Agreement. Among other things, the amendment modified the amount of the deferred underwriting commission payable to EarlyBird to $4,687, which includes reimbursement of EarlyBird’s legal expenses in an amount of $150,000. The note incurs monthly interest at 8% and the capitalized interest as of December 31, 2023 was $3. The maturity date is December 29, 2024, and at this time if the note is not paid in full, interest will start to accrue at 15%. For the year ended December 31, 2023 and 2022, the Company recognized total interest expense related to the Notes Payable of $14,061 and $5,230, respectively, which included amortization of the debt discount associated with the aforementioned warrants and supplemental warrants of $9,758 and $906, respectively. Amortization on the 4th A&R Loan Agreement was $4,303 and $4,324 for December 31, 2023 and 2022, respectively. Aggregate annual future maturities of the Loans as of December 31, 2023 are as follows: Year Total 2024 $ 9,392 2025 72,596 2026 — Total $ 81,988 Less: Unamortized debt discount (18,232 ) Plus: Capitalized interest 7,992 Total U.S. dollar notes payable, net $ 71,748 |
Fair Value Hierarchy
Fair Value Hierarchy | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Hierarchy | 11. Fair Value Hierarchy Recurring fair value measurements As of December 31, 2023, the fair value of the warrant liability measured on a recurring basis was as follows: Level 1 Level 2 Level 3 Total Warrant Liability $ — $ — $ 3,838 $ 3,838 The fair value of the warrant liability as of October 9, 2022 (see Note 10) and at the dates of issuance and as of December 31, 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 The Company. The observable input of quoted prices for The Company on the issuance dates and December 31, 2023 were as follows: Date Adit/GRIID October 9, 2022 $ 9.91 December 31, 2022 $ 10.11 December 31, 2023 $ 5.38 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 A summary of the changes in the Company’s warrant liability measured at fair value using significant unobservable inputs (Level 3) as of December 31, 2023 and 2022, respectively: Warrant liability as of December 31, 2021 $ 29,820 Issuance of warrants 57,133 Gain on termination of warrant (139 ) Modification of warrants 5,379 Change in fair value (15,770 ) Warrant liability as of December 31, 2022 76,423 Change in fair value (59,662 ) Issuance of warrants 15,315 Extinguishment of debt 25,081 Conversion to common stock (65,664 ) Interest recorded on warrants issued 12,345 Warrant liability as of December 31, 2023 $ 3,838 For the years ended December 31, 2023 and 2022, the Company recognized a gain of $59,662 and $22,948, respectively, on the change in fair value of the warrant liability and warrant derivative. The change in fair value that was associated with debt and warrant modifications was $7,178 for the years ended December 31, 2022. 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, 2023 and 2022 was December 31, 2023 and 2022, respectively. The Company’s cryptocurrency holdings had an outstanding carrying balance of approximately $142 as of December 31, 2023, net of impairment losses incurred of $285 for the twelve months ended. As of December 31, 2022, the Company’s cryptocurrency holdings had an outstanding carrying balance of approximately $51, net of impairment losses incurred of $6,026 for the year ended December 31, 2022. Per the development and operation agreement, the Company held cryptocurrency of $35 as of December 31, 2023 and 2022, respectively, to be subsequently paid. 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 |
Unit Conversion to Shares
Unit Conversion to Shares | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders Equity Note [Abstract] | |
Unit Conversion to Shares | 12. Unit Conversion to Shares Upon the merger agreement dated December 29, 2023, all units included in GRIID were converted to shares. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | 13. Share-based Compensation On April 14, 2021, the Board of Managers (the “Board”) adopted the GRIID Infrastructure Equity Plan LLC Profits Interest Plan (the “Plan”). Under the terms of the Plan, Incentive Shares may be granted to employees of the Company as well as officers, consultants, or other service providers of the Company (each, a “Participant”). Upon approval of the Plan, the Company reserved a pool of 9,186,933 shares. As of December 31, 2023, the Board had approved 8,960,795 shares, leaving 226,138 shares available for grant. The shares give holders the right to participate in the profits and losses of the Company, but do not convey voting rights to the holders. Each share has a profits interest threshold amount set forth in the applicable Agreement Award in accordance with the GRIID Infrastructure Equity Plan LLC, dated as of April 14, 2021. The amount is to be no less than the amount determined to be necessary to cause such share to constitute a “profits interest” within the meaning of Revenue Procedures 93-27 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 shares in connection with a Termination of Service (the “Company’s Call Right”). In the event of termination for any reason, unvested shares (“Restricted shares”) will be forfeited without consideration. If the Participant’s employment is terminated for cause, all vested shares (“Unrestricted shares”) or Restricted shares will be forfeited without consideration. If the Participant’s employment is terminated by the Company for a reason other than cause or by the Participant for any reason, the Company’s purchase price per Unrestricted share will be its fair market value on the date of termination. Based upon their underlying characteristics and features, the Company has determined that the shares are to be accounted for as equity-classified awards. The shares are granted at the market price of the Company’s units on the date of grant. The Company has varying vesting period and vesting schedules for shares granted. Share activity under the Plan for the years ended December 31, 2023 and 2022, respectively, was as follows: Number of Unvested, December 31, 2021 5,676,896 Vested (2,861,623 ) Forfeited — Unvested, December 31, 2022 2,815,273 Vested (2,113,766 ) Forfeited (137,235 ) Unvested, December 31, 2023 564,272 Expense related to the shares is recognized over the vesting period of each share. The Company has elected to recognize forfeitures as they occur. For the years ended December 31, 2023 and 2022, respectively, the Company recognized $97 and $132 of unit-based compensation expense related to the shares, which is included within general and administrative expense on the audited consolidated statements of operations. As of December 31, 2023 and 2022, respectively, there remained $33 and $141 of unrecognized compensation expense related to the shares. That cost is expected to be recognized over the remaining weighted average vesting period of 1.15 years and 1.12 years. The total fair value of shares vested (based on grant date fair value) during December 31, 2023 and 2022, respectively was $434 and $317. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
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 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 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 amount shall be the “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, 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, 2023 and December 31, 2022, 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. 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 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, 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 years ended December 31, 2023 and 2022, Data Black River earned $0 and $462 related to curtailment revenue, respectively. 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 in 2023 and $204 in 2022. 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 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 $8,991 and $6,768 (which was payable in cash) for the years ended December 31, 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 $651 and $792 (which was payable in bitcoin) for the years ended December 31, 2023 and 2022, respectively. 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, Adit, Griid Holdco LLC, GEM Global Yield LLC (“GEM Global”), and GEM Yield Bahamas Limited (“GYBL”) entered into a Share Purchase Agreement (the “GEM Agreement”). Pursuant to the GEM Agreement, the Company may issue and sell to GEM Global, and GEM Global may purchase from the Company, until December 29, 2026, up to the number of shares of common stock having an aggregate value of $200,000,000 (the “Aggregate Limit”), pursuant to draw down notices (each, a “Draw Down Notice” and each transaction under a Draw Down Notice, a “Draw Down”), which we may deliver to GEM Global in the Company’s sole discretion. Upon the valid exercise of a Draw Down, pursuant to delivery of a notice and in accordance with other conditions, GEM Global will be required to pay, in cash, a per-share The Company also agreed to pay GEM Global a commitment fee equal to two percent (2%) of the Aggregate Limit (the “Commitment Fee”). The Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of such Draw Down or in freely tradeable shares of the common stock valued at the closing price of the shares of the common stock at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the total amount of the Commitment Fee by (ii) the quotient derived by dividing (y) the value of shares of the common stock purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. To the extent that any amount of the Commitment Fee remains unpaid to GEM Global following the date that is the one-year On the Closing Date of the merger, the Company also issued to GYBL a warrant (the “GEM Warrant”) to purchase shares of common stock equal to 2% of the total number of shares of common stock outstanding immediately after the completion of the merger on December 29, 2023 (the “Public Listing Date”), calculated on a fully diluted basis, which amount equaled 1,733,726 shares. The GEM Warrant is exercisable at an exercise price per share equal to 90% of the closing bid price the shares of common stock on the Public Listing Date, or $4.84, and expires on the third anniversary of the Public Listing Date, or December 29, 2026. On the first anniversary following the Public Listing Date (the “Adjustment Date”), if all or any portion of the GEM Warrant remains unexercised and the average closing bid price of our common stock for the 10 trading days following the Adjustment Date (the “Current Trading Price”) Evaluation Agreement The Company entered into an evaluation agreement with Hephaestus Capital Group (“Owner”) on April 17, 2023, for a term of six months. Under this agreement, the Company tests the hashrate of the Owner’s 5,000 miners and provides an evaluation report thereafter. The miners were expected to be operational over the course of the second, third and fourth quarters of 2023 and were tested for a period of approximately six months. The Company concluded that the terms of the agreement were not commercially substantive based on the fact there are no cash payments identified in the contract and the Owner is not required to provide any consideration to the Company. 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 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Line Items] | |
Income Taxes | 15. Income Taxes At December 31, 2022, the company filed the tax returns as GRIID Holdco LLC as a partnership. At the closing of the merger on December 29, 2023, the limited liability company was converted into a C-corporation, tax-free The income tax provision (benefit) from continuing operations is summarized as follows: December 31, December 31, Current Federal $ (53 ) — State $ 52 — Total current tax provision (1 ) — Deferred Federal 3,441 — State $ 622 $ (298 ) Total deferred income tax provision (benefit) 4,063 (298 ) Change in valuation allowance $ 1 $ — Total tax benefit $ 4,063 $ (298 ) 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 Cryptocurrency impairment and appreciation 1 — Lease Liability 635 126 Accruals 50 — Reserves 58 — Capitalized expenses 24 7 Gross deferred tax assets $ 768 $ 586 Valuation allowance – US (21 ) — Net deferred tax assets 747 586 Deferred Tax Liabilities Debt discount (2,358 ) (601 ) Depreciation (2,091 ) (96 ) Right-of-use (602 ) (110 ) Other — (8 ) Deferred tax liabilities (5,051 ) (815 ) Net deferred tax assets (liabilities) $ (4,304 ) $ (229 ) As of December 31, 2023 and 2022, the Company recorded a valuation allowance of approximately $21 and $0, respectively. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. The Company primarily relies upon its reversing deferred tax liabilities to realize its deferred tax assets.. The Company has no federal or state operating loss carryforwards as of December 31, 2023. The Company has not identified any uncertain tax positions requiring a reserve as of December 31, 2023 and 2022. The Company’s policy is to recognize interest and penalties that would be assessed in relation to the settlement value of unrecognized tax benefits as a component of income tax expense. The Company did not accrue either interest or penalties for the years ended December 31, 2023 and 2022. The statute of limitations for assessment by the IRS and state tax authorities is open for tax years ending December 31, 2020 through 2022 and December 31, 2018 through 2022, respectively. Currently, no federal or state income tax returns are under examination by the respective taxing authorities. As of December 31, 2023 and 2022, there were no material uncertain tax positions. The following table reconciles the tax expense (benefit) based on the US federal statutory rate with actual tax expense (benefit): December 31, December 31, Income tax expense (benefit) at federal statutory tax rate $ (594 ) $ (13,000 ) State taxes, net of federal tax expense (benefit) (1,167 ) (298 ) Change in valuation allowance 1 — Partnership C-Corp 529 13,000 Corporate DTA remeasurements 3,714 — Partnership tax attribute write-offs 1,416 — Provision to return 138 — Other 26 — Net deferred tax expense (benefit) $ 4,063 $ (298 ) |
Unearned Grant Revenue
Unearned Grant Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Government Assistance [Abstract] | |
Unearned Grant Revenue | 16. 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. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 17. Earnings Per Share The calculation of the basic and diluted EPS is as follows: December 31, December 31, Basic and diluted net loss per share Numerator: Allocation of net loss (18,657 ) (61,606 ) Denominator: Weighted average shares outstanding 54,769,568 48,044,313 Basic and diluted net loss per share (0.34 ) (1.28 ) The following table presents potentially dilutive securities that were not included in the computation of diluted net loss per share as their inclusion would be anti-dilutive: December 31, December 31, GEM warrants 1,734 Private warrants 7,270 — Public warrants 13,800 — Total 22,804 — |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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, Adit’s Chief Financial Officer. The engagement letter was amended on November 14, 2022. Pursuant to such engagement letter, as amended, and incentive unit award agreement, the Company agreed to pay to such entity $400 and grant such entity units representing a 0.5% profit interest in the Company. The cash payment was payable and paid on consummation of the merger. The units vested 1/4th on April 26, 2022, and 1/36th on the 17th day of each month thereafter, subject to such entity’s continued service through such vesting dates; provided, however, that any unvested units shall fully vest upon a qualifying transaction. The Company estimated the liability related to this transaction is $12 using Black Scholes option pricing model. On August 31, 2021, the Company, through its wholly-owned subsidiary Data Black River, entered into the HDP Agreement with HDP, an affiliate of Eagle Creek (see Note 15). Neal Simmons, who now serves on the Company’s board of directors, is the current President and Chief Executive Officer of Eagle Creek. GRIID has entered into employment agreements with each of its executive officers. These agreements provide for at-will non-competition, On September 2, 2022, GRIID Holdco issued a promissory note to Dwaine Alleyne, the Chief Technology Officer of GRIID Holdco, in exchange for a loan of $250,000. In connection with the promissory note issued to Mr. Alleyne, GRIID Holdco also issued a warrant to Mr. Alleyne exercisable for 8,616 Class B Units of GRIID Holdco. Mr. Alleyne exercised the warrant immediately prior to the closing of the merger for 41,010 shares of GRIID common stock representing 0.0625% of shares of our issued and outstanding common stock at such time. On January 13, 2023, in connection with the extension of the date by which Adit must complete its initial reverse recapitalization, Adit issued an unsecured promissory note to GRIID pursuant to which Adit was permitted to borrow up to $900,000 in the aggregate. On July 12, 2023, in connection with the extension of the date by which Adit must complete its initial reverse recapitalization, Adit issued an unsecured amended and restated promissory note to GRIID pursuant to which Adit may borrow up to $1,800,000 in the aggregate. The note was interest-bearing, at a rate per annum equal to the Applicable Federal Rate set forth by the Internal Revenue Service pursuant to Section 1274(d) of the Internal Revenue Code, and payable on the earlier of (i) the date on which a definitive decision to liquidate Adit is made by its board of directors, and (ii) the closing of the merger, unless accelerated upon the occurrence of an event of default. Any outstanding principal amount under the note may be prepaid by Adit, at Adit’s election and without penalty. The loan was paid off with the settlement of the merger agreement on December 29, 2023. The Company paid the sponsor or its affiliate a total of $10,000 per month for office space, utilities, secretarial support and administrative services. Upon completion of the reverse recapitalization, the Company ceased paying these monthly fees. The Company may also pay a customary financial advisory fee to Adit, or another affiliate of the sponsor, in an amount that constitutes a market standard financial advisory fee for comparable transactions. Our initial stockholders, sponsor and management team or any of their respective affiliates will be reimbursed for any out-of-pocket out-of-pocket |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events The Company has evaluated subsequent events from the audited consolidated balance sheet date through April 15, 2024, 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. On March 7, 2024, the Company issued 556,937 shares of common stock to various persons in exchange for miners. As of April 15, 2024, the Company completed the sale of 3,702,703 shares of common stock under the GEM Agreement which netted proceeds of $5,250. On February 29, 2024, The Company and the Owner negotiated a new contract and the miners were purchased. Payment for $350 was was made on March 21, 2024. |
Basis of Presentation, Summar_2
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company’s audited consolidated financial statements have been prepared in accordance with U.S. GAAP. The accompanying consolidated financial statements of the Company include the accounts of the Company and its wholly or majority owned and controlled subsidiaries. Consolidated subsidiaries’ results are included from the date the subsidiary was formed or acquired. Intercompany investments, balances and transactions have been eliminated in consolidation. Non–controlling interests represents the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interest. The accompanying audited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Amounts disclosed are in thousands except for share, per share, Bitcoin, and miner amounts, or as noted. |
Use of Estimates | Use of Estimates The preparation of audited consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the audited consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such judgments, estimates and assumptions include revenue recognition, the useful lives and recoverability of long-lived assets, unit-based compensation expense, impairment analysis of indefinite lived intangibles, and the fair value of the Company’s warrant liability and embedded derivative liability. Actual results experienced by the Company may differ from those estimates. |
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, 2023 and 2022, the Company chose to mine with certain mining pool operators, with revenue generated from their related mining pools constituted as follows: December 31, December 31, Pool 1 0.00 % 0.01 % Pool 2 100.0 % 99.9 % 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 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, 2023 and 2022, the financial assets or liabilities measured at fair value were the Company’s outstanding notes payable and warrant liability balances. The warrant liability associated with warrants issued in conjunction with the Company’s Third Amended and Restated Loan Agreement as well as the Fourth Amended and Restated Loan Agreement (see Note 11) is accounted for at fair value on a recurring basis with changes in fair value recognized in the consolidated statement of operations. Carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, and accounts payable and accrued liabilities, is of approximate fair value due to the short-term nature of these instruments. The fair value of the Company’s debt approximates carrying value as it was recorded at fair value upon the Company’s extinguishment of debt (see Note 11). |
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. During the year, the Company observed the miners at the Data Black River LLC site were not fully contributing to hash due to how the long-lived assets were being utilized on the site. It was not economically reasonable for the Company to mine on the site due to the decrease in value the miner would have produced relative to the cost to mine. Upon conducting further testing, indicators of impairment existed as of 12/31/2023. After proceeding to the quantitative impairment test for recoverability, it was determined that the Data Black River LLC assets were not impaired as the undiscounted future cash flows generated by the assets exceeded the carrying amount of the assets at the Data Black River LLC and therefore no impairment loss was recorded. |
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 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 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, 2023 and 2022 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, 2023 and 2022 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 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 The Company earns revenues from material contracts with customers and vendors, the “Data Black River Development and Operation Agreement”, “Evaluation Agreement” and the “Mining Services Agreement”. Refer to discussion within Note 14. |
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. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. 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 operations in the period that includes the enactment date. A valuation allowance is required to the extent any deferred tax assets may not be realizable. For the year ended December 31, 2022, no provision for federal income taxes was presented in these consolidated financial statements as the Company was a limited liability company, and accordingly the Company’s taxable income was allocated to its members for income tax reporting purposes. In certain circumstances, the Company was required to pay income taxes to state or local jurisdiction. At the closing of the merger on December 29, 2023, the limited liability company was converted into a C-corporation. For the year ended December 31, 2023, the Company is considered a corporation and is subject to entity-level taxes in certain states. 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. |
Share-based Compensation | Share-based Compensation The Company accounts for its share-based compensation in accordance with FASB 718, Compensation – Stock Compensation non-employees paid-in Under the fair-value method, share-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. Share-based compensation awards granted to employees are measured at the grant date fair value with compensation expense recognized on a straight–line basis over the requisite service period of the award. Share-based compensation awards granted to 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 December 31, 2023, the Company has $323 of restricted cash related to a utility surety letter of credit. |
Reclassifications | Reclassifications Certain reclassifications have been made within the December 31, 2022 consolidated balance sheet, consolidated statement of operations and consolidated statement of cash flow to conform to the December 31, 2023 consolidated balance sheet, consolidated statement of operations and consolidated statement of cash flow presentation. |
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 In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2019-10 Issued and Not Yet Adopted The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s consolidated financial statements properly reflect the change. ASU 2023-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions 2022-03 ASU 2023-08, Intangibles – Goodwill and Other – Crypto Assets (Subtopic 350-60): ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. 2023-09 |
Basis of Presentation, Summar_3
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Schedules of Concentration of Risk, by Risk Factor | During the years ended December 31, 2023 and 2022, the Company chose to mine with certain mining pool operators, with revenue generated from their related mining pools constituted as follows: December 31, December 31, Pool 1 0.00 % 0.01 % Pool 2 100.0 % 99.9 % |
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 |
Cryptocurrencies (Tables)
Cryptocurrencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of additional information about cryptocurrencies | The following table presents additional information about cryptocurrencies as follows: Year Ended December 31, December 31, Beginning balance $ 51 $ 15,050 Cryptocurrencies received from mining 9,137 13,496 Mining services revenue 844 884 Mining pool operating fees (13 ) (19 ) Consideration paid related to operation agreement — (461 ) Proceeds from sale of cryptocurrencies (9,943 ) (26,871 ) Realized gain on sale of cryptocurrencies and consideration paid 351 3,998 Impairment of cryptocurrencies (285 ) (6,026 ) Ending balance $ 142 $ 51 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property and equipment, net consist of the following: Year Ended December 31, December 31, Land $ 422 $ 659 Assets not placed into service 831 662 Energy infrastructure 3,986 4,664 General infrastructure 12,214 12,402 IT infrastructure 824 820 Miners 15,802 15,759 Vehicle 76 140 Office furniture and equipment 343 343 Miner chip inventory 11,498 11,498 Gross property and equipment $ 45,996 $ 46,947 Less: accumulated depreciation (15,152 ) (9,791 ) Total property and equipment, net $ 30,844 $ 37,156 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule Of Finance And Operating Lease Assets And Lease Liabilities | Finance and operating lease assets and lease liabilities are as follows: Lease Classification Classification December 31, December 31, Assets Current Operating Current assets $ — $ — Finance Current assets 1 1 Long-term Operating Long-term assets 2,262 2,454 Finance Long-term assets 43 96 Total right-of-use $ 2,306 $ 2,551 Liabilities Current Operating Short-term lease liability $ 222 $ 205 Finance Short-term lease liability 6 377 Noncurrent Operating Long-term lease liability 2,111 2,300 Finance Long-term lease liability 94 98 Total lease liabilities $ 2,433 $ 2,980 |
Schedule Of Lease Expense | The components of lease expense were as follows: Year Ended December 31, December 31, Operating lease expense $ 440 $ 412 Finance lease expense Amortization on ROU assets 55 192 Interest on lease liabilities 14 59 Short-term lease expense 61 86 Total lease expense $ 570 $ 749 |
Schedule Of Other Information Related To Leases | Other information related to leases was as follows: Year Ended December 31, December 31, Weighted average remaining lease term (in years) Operating leases 7.8 8.8 Finance leases 1.9 0.8 Weighted average discount rate: Operating leases 8.1 % 8.0 % Finance lease 4.6 % 12.7 % Year Ended December 31, December 31, Cash paid for amounts included in measurement of Operating cash flows from operating leases $ 423 $ 222 Operating cash flows from finance leases $ 16 $ 45 ROU assets obtained in exchange for lease obligations Operating leases $ 55 $ 1,375 Finance lease $ — $ 47 |
Schedule Of Future Minimum Lease Payments Under Non-Cancellable Leases | Future minimum lease payments under non-cancellable Year Operating Finance 2024 $ 402 $ 10 2025 371 32 2026 367 65 2027 412 — 2028 412 — Thereafter 1,220 — Total future minimum lease payments 3,184 107 Less: imputed interest (851 ) (8 ) Total 2,333 99 Plus: lease asset, current — 1 Less: lease liability, current (222 ) (6 ) Total long-term lease liability $ 2,111 $ 94 |
Long-Term Deposits (Tables)
Long-Term Deposits (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deposits [Abstract] | |
Schedule of Longterm Deposits | December 31, December 31, Deposits on property and equipment $ 5,305 $ 4,873 Other long-term deposits 95 68 Total long-term deposits $ 5,400 $ 4,941 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | December 31, December 31, Accrued legal $ — $ 2,198 Accrued professional fees 275 460 Accrued GEM facility commitment fee 4,000 — Accrued contingency fee 199 — Accrued wages and benefits 1,298 250 Other accrued expenses and other current liabilities 515 267 Total accrued expenses and other current liabilities $ 6,287 $ 3,175 |
Debt and Warrants (Tables)
Debt and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary Of Aggregate Annual Future Maturities Of The Loans | Aggregate annual future maturities of the Loans as of December 31, 2023 are as follows: Year Total 2024 $ 9,392 2025 72,596 2026 — Total $ 81,988 Less: Unamortized debt discount (18,232 ) Plus: Capitalized interest 7,992 Total U.S. dollar notes payable, net $ 71,748 |
Fair Value Hierarchy (Tables)
Fair Value Hierarchy (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | As of December 31, 2023, the fair value of the warrant liability measured on a recurring basis was as follows: Level 1 Level 2 Level 3 Total Warrant Liability $ — $ — $ 3,838 $ 3,838 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 |
Schedule of Quoted Prices | Date Adit/GRIID October 9, 2022 $ 9.91 December 31, 2022 $ 10.11 December 31, 2023 $ 5.38 |
Summary of Changes in Fair Value | A summary of the changes in the Company’s warrant liability measured at fair value using significant unobservable inputs (Level 3) as of December 31, 2023 and 2022, respectively: Warrant liability as of December 31, 2021 $ 29,820 Issuance of warrants 57,133 Gain on termination of warrant (139 ) Modification of warrants 5,379 Change in fair value (15,770 ) Warrant liability as of December 31, 2022 76,423 Change in fair value (59,662 ) Issuance of warrants 15,315 Extinguishment of debt 25,081 Conversion to common stock (65,664 ) Interest recorded on warrants issued 12,345 Warrant liability as of December 31, 2023 $ 3,838 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Line Items] | |
Summary of Income Tax Provision (Benefit) | The income tax provision (benefit) from continuing operations is summarized as follows: December 31, December 31, Current Federal $ (53 ) — State $ 52 — Total current tax provision (1 ) — Deferred Federal 3,441 — State $ 622 $ (298 ) Total deferred income tax provision (benefit) 4,063 (298 ) Change in valuation allowance $ 1 $ — Total tax benefit $ 4,063 $ (298 ) |
Schedule of Net Deferred Tax Assets and Liabilities | 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 Cryptocurrency impairment and appreciation 1 — Lease Liability 635 126 Accruals 50 — Reserves 58 — Capitalized expenses 24 7 Gross deferred tax assets $ 768 $ 586 Valuation allowance – US (21 ) — Net deferred tax assets 747 586 Deferred Tax Liabilities Debt discount (2,358 ) (601 ) Depreciation (2,091 ) (96 ) Right-of-use (602 ) (110 ) Other — (8 ) Deferred tax liabilities (5,051 ) (815 ) Net deferred tax assets (liabilities) $ (4,304 ) $ (229 ) |
Schedule of Reconciliations of Tax Expense (Benefit) Based on the US Federal Statutory Rate with Actual Tax Expense | The following table reconciles the tax expense (benefit) based on the US federal statutory rate with actual tax expense (benefit): December 31, December 31, Income tax expense (benefit) at federal statutory tax rate $ (594 ) $ (13,000 ) State taxes, net of federal tax expense (benefit) (1,167 ) (298 ) Change in valuation allowance 1 — Partnership C-Corp 529 13,000 Corporate DTA remeasurements 3,714 — Partnership tax attribute write-offs 1,416 — Provision to return 138 — Other 26 — Net deferred tax expense (benefit) $ 4,063 $ (298 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of the Basic and Diluted EPS | The calculation of the basic and diluted EPS is as follows: December 31, December 31, Basic and diluted net loss per share Numerator: Allocation of net loss (18,657 ) (61,606 ) Denominator: Weighted average shares outstanding 54,769,568 48,044,313 Basic and diluted net loss per share (0.34 ) (1.28 ) |
Schedule of Anti-Dilutive Securities Excluded From the Computation of Diluted Net Loss Per Share | The following table presents potentially dilutive securities that were not included in the computation of diluted net loss per share as their inclusion would be anti-dilutive: December 31, December 31, GEM warrants 1,734 Private warrants 7,270 — Public warrants 13,800 — Total 22,804 — |
Liquidity and Financial Condi_2
Liquidity and Financial Condition - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Apr. 15, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure Of Liquidity And Financial Condition [Line Items] | |||
Net loss | $ (18,657) | $ (61,606) | |
Accumulated deficit | (107,409) | (90,680) | |
Total cash and restricted cash | 3,174 | $ 969 | |
G E M Yield Bahamas Limited | Forecast | |||
Disclosure Of Liquidity And Financial Condition [Line Items] | |||
Cash received from share purchase agreement | $ 5,250 | ||
Fund Future [Member] | |||
Disclosure Of Liquidity And Financial Condition [Line Items] | |||
Total cash and restricted cash | $ 2,851 |
Basis of Presentation, Summar_4
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Summary Of Significant Accounting Policies [Line Items] | ||
Restricted cash and cash equivalents | $ 323 | $ 323 |
Basis of Presentation, Summar_5
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, 2023 | Dec. 31, 2022 | |
Pool 1 [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 0% | 0.01% |
Pool 2 [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 100% | 99.90% |
Basis of Presentation, Summar_6
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Summary of Useful Lives of Property Plant And Equipment (Details) | Dec. 31, 2023 |
Land [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Useful Life, Lease Term [Member] |
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 |
Reverse Recapitalization - Addi
Reverse Recapitalization - Additional Information (Details) $ in Thousands | Dec. 29, 2023 USD ($) shares |
Business Acquisition [Line Items] | |
Gross cash consideration from recapitalization | $ 21,877 |
Value of shares redeemed and canceled | $ 19,338 |
Conversion of shares to common stock in connection with reverse merger, shares | shares | 58,500,000 |
Deferred underwriting fees and filing fees | $ 2,345 |
Initial Public Offering [Member] | |
Business Acquisition [Line Items] | |
Sale of Stock, Number of Shares Issued in Transaction | shares | 216,298 |
GRIID | |
Business Acquisition [Line Items] | |
Asset Acquisition, Consideration Transferred, Transaction Cost | $ 3,167 |
Adit EdTech Sponsor | |
Business Acquisition [Line Items] | |
Sale of Stock, Number of Shares Issued in Transaction | shares | 6,900,000 |
A D E X Merger Sub L L C [Member] | |
Business Acquisition [Line Items] | |
Total estimated transaction costs | $ 21,140 |
Acquisition Recapitalization Costs | $ 2,225 |
Cryptocurrencies - Summary of a
Cryptocurrencies - Summary of additional information about cryptocurrencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Indefinite-Lived Intangible Assets [Line Items] | ||
Proceeds from sale of cryptocurrencies | $ (9,943) | $ (26,871) |
Realized gain on sale of cryptocurrencies | 351 | 3,998 |
Impairment of cryptocurrencies | 285 | 6,026 |
Cryptocurrencies [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Beginning balance | 51 | 15,050 |
Cryptocurrencies received from mining | 9,137 | 13,496 |
Mining services revenue | 844 | 884 |
Mining pool operating fees | (13) | (19) |
Consideration paid related to operation agreement | 0 | (461) |
Proceeds from sale of cryptocurrencies | (9,943) | (26,871) |
Realized gain on sale of cryptocurrencies | 351 | 3,998 |
Impairment of cryptocurrencies | (285) | (6,026) |
Ending balance | $ 142 | $ 51 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 5,487 | $ 6,936 |
Proceeds from Sale of Property, Plant, and Equipment | 2,132 | 589 |
Loss (gain) on disposal of property and equipment | (1,059) | 16 |
Net loss | (18,657) | $ (61,606) |
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 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 | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 45,996 | $ 46,947 |
Less: accumulated depreciation | (15,152) | (9,791) |
Total property and equipment, net | 30,844 | 37,156 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 422 | 659 |
Assets not placed into service [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 831 | 662 |
Energy infrastructure [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 3,986 | 4,664 |
General infrastructure [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 12,214 | 12,402 |
IT infrastructure [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 824 | 820 |
Miners [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 15,802 | 15,759 |
Vehicle [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 76 | 140 |
Office furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 343 | 343 |
Miner chip inventory [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 11,498 | $ 11,498 |
Leases - Schedule Of Finance An
Leases - Schedule Of Finance And Operating Lease Assets And Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current | ||
Operating | $ 0 | $ 0 |
Finance | 1 | 1 |
Long-term | ||
Operating | $ 2,262 | $ 2,454 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Operating Lease Right Of Use Asset Non Current | Operating Lease Right Of Use Asset Non Current |
Finance | $ 43 | $ 96 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Finance Lease Right Of Use Asset Non Current | Finance Lease Right Of Use Asset Non Current |
Total right-of-use assets | $ 2,306 | $ 2,551 |
Current | ||
Operating | 222 | 205 |
Finance | 6 | 377 |
Noncurrent | ||
Operating | 2,111 | 2,300 |
Finance | 94 | 98 |
Total lease liabilities | $ 2,433 | $ 2,980 |
Leases - Schedule Of Lease Expe
Leases - Schedule Of Lease Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lease, Cost [Abstract] | ||
Operating lease expense | $ 44,000 | $ 41,200 |
Finance lease expense | ||
Amortization on ROU assets | 5,500 | 19,200 |
Interest on lease liabilities | 1,400 | 5,900 |
Short-term lease expense | 6,100 | 8,600 |
Total lease expense | $ 57,000 | $ 74,900 |
Leases - Schedule Of Other Info
Leases - Schedule Of Other Information Related To Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Weighted average remaining lease term (in years) | ||
Operating leases | 7 years 9 months 18 days | 8 years 9 months 18 days |
Finance leases | 1 year 10 months 24 days | 9 months 18 days |
Weighted average discount rate: | ||
Operating leases | 8.10% | 8% |
Finance lease | 4.60% | 12.70% |
Cash paid for amounts included in measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 423 | $ 222 |
Operating cash flows from finance leases | 16 | 45 |
ROU assets obtained in exchange for lease obligations | ||
Operating leases | 55 | 1,375 |
Finance lease | $ 0 | $ 47 |
Leases - Schedule Of Future Min
Leases - Schedule Of Future Minimum Lease Payments Under Non-Cancellable Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2024 | $ 402 | |
2025 | 371 | |
2026 | 367 | |
2027 | 412 | |
2028 | 412 | |
Thereafter | 1,220 | |
Total future minimum lease payments | 3,184 | |
Less: imputed interest | (851) | |
Total | 2,333 | |
Operating Lease Right Of Use Asset Current | 0 | $ 0 |
Operating lease liability, current | (222) | (205) |
Operating lease liability | 2,111 | 2,300 |
Finance Leases | ||
2024 | 10 | |
2025 | 32 | |
2026 | 65 | |
Total future minimum lease payments | 107 | |
Less: imputed interest | (8) | |
Total | 99 | |
Finance lease right-of-use asset, current | 1 | 1 |
Finance lease, liability, current | (6) | (377) |
Finance lease liability | $ 94 | $ 98 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 12 Months Ended | |||||||||
Mar. 15, 2022 USD ($) | Mar. 04, 2022 USD ($) | Jan. 05, 2022 USD ($) ft² | Nov. 06, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Apr. 25, 2022 USD ($) | Aug. 31, 2021 a | Jul. 05, 2021 USD ($) | Mar. 01, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||||||
Operating Lease Liability | $ 2,333 | |||||||||
Operating | 2,262 | $ 2,454 | ||||||||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 55 | $ 1,375 | ||||||||
Operating lease weighted average discount rate percentage | 8.10% | 8% | ||||||||
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | $ 0 | $ 47 | ||||||||
Finance lease weighted average discount rate percentage | 4.60% | 12.70% | ||||||||
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 Asset Obtained in Exchange 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 Asset Obtained in Exchange 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 | |||||||||
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% | |||||||||
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] | ||||||||||
Debt instrument face value | $ 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 | $ 55 | |||||||||
Finance Lease, Discount Rate | 15.20% |
Long-Term Deposits - Schedule o
Long-Term Deposits - Schedule of Longterm Deposits (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deposits [Abstract] | ||
Deposits on property and equipment | $ 5,305 | $ 4,873 |
Other long-term deposits | 95 | 68 |
Total long-term deposits | $ 5,400 | $ 4,941 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities, Current [Abstract] | ||
Accrued legal | $ 0 | $ 2,198 |
Accrued professional fees | 275 | 460 |
Accrued GEM facility commitment | 4,000 | 0 |
Accrued contingency fee | 199 | 0 |
Accrued wages and benefits | 1,298 | 250 |
Other accrued expenses and other current liabilities | 515 | 267 |
Total accrued expenses and other current liabilities | $ 6,287 | $ 3,175 |
Debt and Warrants - Additional
Debt and Warrants - Additional Information (Details) - USD ($) | 12 Months Ended | |||||
Jun. 08, 2022 | May 02, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 09, 2022 | Nov. 19, 2021 | |
Debt Instrument [Line Items] | ||||||
Long term debt bearing variable interest rate percentage | 11% | |||||
Loss on extinguishment of debt | $ 25,081,000 | $ 51,079,000 | ||||
Minimum percentage of mined currency to be maintained in deposits | 50% | |||||
Bitcoins owned and deposited | $ 3,440 | 3,067 | ||||
Interest expenses | $ 34,001,000 | 14,367,000 | ||||
Extended maturity term | Jun. 30, 2025 | |||||
Bridge Loans [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument face value | $ 1,205,000 | |||||
Warrant [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Loss on extinguishment of debt | $ (25,081,000) | |||||
Additional warrants issued | 539,165 | |||||
Promissory Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument face value | $ 19,868,000 | |||||
Debt instrument stated interest rate percentage | 15% | |||||
Debt instrument effective interest rate percentage | 22.50% | |||||
If Effective Time Does Not Occur On Or Prior To The Maturity Date [Member] | Promissory Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Warrants issuable to purchase shares outstanding post merger | 2.51% | |||||
If Effective Time Occurs On Or Prior To The Maturity Date [Member] | Promissory Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Warrants issuable to purchase shares outstanding post merger | 3.79% | |||||
Fourth Amended And Restated Loan Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest expenses | $ 14,061,000 | 5,230,000 | ||||
Debt related fees and issuance costs | 9,758,000 | 906,000 | ||||
Amortization | $ 4,303,000 | $ 4,324,000 | ||||
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 | 1,377,778 | |||||
Percentage of units exchanged as a percentage of outstanding common stock post merger | 10% | |||||
Block Chain [Member] | Amended And Restated Notes Payable Agreement Three [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument face value | $ 535,375,000 | |||||
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 | (10.00%) | |||||
Loss on extinguishment of debt | $ (51,079,000) | |||||
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 | |||||
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] | 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% | |||||
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 Second Third And Fourth Tranche Loan [Member] | Amended And Restated Notes Payable Agreement Three [Member] | Supplemental Warrants [Member] | ||||||
Debt Instrument [Line Items] | ||||||
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% |
Debt and Warrants - Additiona_2
Debt and Warrants - Additional Information 1 (Details) - USD ($) | 12 Months Ended | |||||||||
Dec. 31, 2023 | Dec. 29, 2023 | Sep. 08, 2022 | Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 09, 2022 | Jun. 08, 2022 | Nov. 19, 2021 | |
Debt Instrument [Line Items] | ||||||||||
Capitalized interest | $ 7,992,000 | $ 7,992,000 | ||||||||
Long term debt bearing variable interest rate percentage | 11% | |||||||||
Underwriting Agreement | Early Bird Capital, Inc | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Deferred underwriting payable | $ 4,687,000 | |||||||||
legal expenses reimbursement | $ 150,000 | |||||||||
Debt instrument stated interest rate percentage | 8% | |||||||||
Capitalized interest | $ 3,000 | $ 3,000 | ||||||||
Debt instrument, maturity date | Dec. 29, 2024 | |||||||||
Long term debt bearing variable interest rate percentage | 15% | |||||||||
G E M Yield Bahamas Limited | Share Purchase Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Business acquisition, issue value | $ 200,000,000 | $ 200,000,000 | ||||||||
Subscription price as a percentage of issue price | 92% | 92% | ||||||||
Class of warrants or rights number of securities covered by each warrant or right | 1,733,726 | |||||||||
Exercise price per warrant | $ 4.84 | |||||||||
Commitment fee percentage | 2% | |||||||||
Commitment fee | $ 200,000,000 | |||||||||
Percentage of total equity interests | 2% | |||||||||
Block Chain [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Exercise price per warrant | $ 10 | |||||||||
Fourth Amended And Restated Loan Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Exercise price per warrant | $ 0.01 | $ 0.01 | ||||||||
Fourth Amended And Restated Loan Agreement [Member] | Block Chain [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument principal amount outstanding after restructuring | $ 57,433,000 | $ 57,433,000 | ||||||||
Promissory Note [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Liability with unobservable inputs issued during the period | $ 18,135,000 | |||||||||
Exercise price per warrant | $ 0.01 | $ 0.01 | ||||||||
Debt instrument stated interest rate percentage | 15% | 15% | ||||||||
Promissory Note [Member] | Forecast | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayments of promissory notes | $ 20,100,000 | $ 4,900,000 | ||||||||
Warrant [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Liability with unobservable inputs issued during the period | $ 15,315,000 | $ 57,133,000 | ||||||||
Exercise price per warrant | $ 0.01 | $ 0.01 | ||||||||
Warrant [Member] | G E M Yield Bahamas Limited | Share Purchase Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrant value | $ 3,838,000 | $ 3,838,000 | ||||||||
Warrant [Member] | Fourth Amended And Restated Loan Agreement [Member] | Block Chain [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Liability with unobservable inputs issued during the period | $ 49,421,000 |
Debt and Warrants - Summary Of
Debt and Warrants - Summary Of Aggregate Annual Future Maturities Of The Loans (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 9,392 |
2025 | 72,596 |
2026 | 0 |
Total | 81,988 |
Less: Unamortized debt discount | (18,232) |
Plus: Capitalized interest | 7,992 |
Total U.S. dollar notes payable, net | $ 71,748 |
Fair Value Hierarchy - Schedule
Fair Value Hierarchy - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Warrant [Member] - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Warrant Liability | $ 3,838 | $ 76,423 |
Quoted Prices in Active Markets (Level 1) | ||
Liabilities: | ||
Warrant Liability | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Liabilities: | ||
Warrant Liability | 0 | 0 |
Significant Other Unobservable Inputs (Level 3) | ||
Liabilities: | ||
Warrant Liability | $ 3,838 | $ 76,423 |
Fair Value Hierarchy - Schedu_2
Fair Value Hierarchy - Schedule of Quoted Prices (Details) | Dec. 31, 2023 $ / shares |
October 9, 2022 | |
Disclosure In Tabular Form Of Quoted Prices of Shares Of Acquiree Company [Line Items] | |
Share price | $ 9.91 |
December 31, 2022 | |
Disclosure In Tabular Form Of Quoted Prices of Shares Of Acquiree Company [Line Items] | |
Share price | 10.11 |
December 31, 2023 | |
Disclosure In Tabular Form Of Quoted Prices of Shares Of Acquiree Company [Line Items] | |
Share price | $ 5.38 |
Fair Value Hierarchy - Addition
Fair Value Hierarchy - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash And Securities Held In Trust Account [Line Items] | ||
Impairment of indefinite lived intangible asset | $ 285 | $ 6,026 |
Mines And Other Equipement | ||
Cash And Securities Held In Trust Account [Line Items] | ||
Impairment of long lived assets held for sale | $ 0 | 95 |
Percentage reduction in the price of bitcoin | 65% | |
Cryptocurrency | ||
Cash And Securities Held In Trust Account [Line Items] | ||
Indefinite lived intangible asset net | $ 142 | 51 |
Payable within twelve months crypto currency | 35 | 35 |
Warrant | ||
Cash And Securities Held In Trust Account [Line Items] | ||
Modification of debt | 7,178 | |
Warrant modifications | 7,178 | |
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 | $ 59,662 | $ 22,948 |
Fair Value Hierarchy - Summary
Fair Value Hierarchy - Summary of Changes in Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Extinguishment of debt | $ (25,081) | $ (51,079) |
Warrant [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair value | 76,423 | 29,820 |
Change in fair value | (59,662) | (15,770) |
Issuance of warrants | 15,315 | 57,133 |
Gain on termination of warrant | (139) | |
Extinguishment of debt | 25,081 | |
Modification of warrants | 5,379 | |
Conversion to common stock | (65,664) | |
Interest Recorded on Warrants Issued | 12,345 | |
Fair value | $ 3,838 | $ 76,423 |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Details) - Limited Liability Company Profit Interests Plan [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Apr. 14, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Common stock capital shares reserved for futire issuance | 9,186,933 | ||
Share based compensation by share based award number of shares authorized for issuance | 8,960,795 | ||
Share based compensation by share based award number of shares available for issuance | 226,138 | ||
Incentive Units [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share based compensation by share based award unrecognized compensation | $ 33 | $ 141 | |
Share based compensation by share based award unrecognized compensation remaning period for recognition | 1 year 1 month 24 days | 1 year 1 month 13 days | |
Share based compensation by share based award equity instruments other than options vested in period total fair value | $ 434 | $ 317 | |
General and Administrative Expense [Member] | Incentive Units [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Allocated share based compensation | $ 97 | $ 132 |
Share-based Compensation - Summ
Share-based Compensation - Summary of Share Activity Under the Plan (Details) - Limited Liability Company Profit Interests Plan [Member] - Incentive Units [Member] - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Beginning Balance | 2,815,273 | 5,676,896 |
Vested | (2,113,766) | (2,861,623) |
Forfeited | (137,235) | 0 |
Ending Balance | 564,272 | 2,815,273 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information 1 (Details) | 3 Months Ended | 4 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2023 USD ($) | Dec. 29, 2023 USD ($) | Apr. 17, 2023 Miners | Sep. 09, 2022 USD ($) | Sep. 08, 2022 USD ($) | Sep. 28, 2020 USD ($) | Dec. 31, 2020 MWh | Dec. 31, 2021 USD ($) MWh | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 29, 2021 USD ($) | |
Commitments And Contingencies [Line Items] | |||||||||||
Number of Owner's Miners | Miners | 5,000 | ||||||||||
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% | ||||||||||
Percentage of revenue received eligible to be deposited in the company account | 5% | ||||||||||
Long term purchase commitement date of expiry | Feb. 28, 2027 | ||||||||||
Monthly customer advance | $ 1,000,000 | $ 1,000,000 | |||||||||
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 | ||||||||||
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% | |||||||||
Revenue from contract with customers excluding assessed tax | $ 0 | $ 462,000 | |||||||||
Revenue in excess of fees | 0 | 204,000 | |||||||||
Long term purchase commitement notice period required | 60 days | ||||||||||
Long term purchase commitement notice period required based on revenue thresholds | 90 days | ||||||||||
Fuel costs | 0 | 340,000 | |||||||||
Revenue accrued to the counterparty | 0 | $ 504,000 | |||||||||
Share Purchase Agreement | G E M Yield Bahamas Limited | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Business combination contingent consideration arrangements | Upon the valid exercise of a Draw Down, pursuant to delivery of a notice and in accordance with other conditions, GEM Global will be required to pay, in cash, a per-share amount equal to 92% of the average closing bid price of the shares of our common stock as reported on the principal market on which shares of our common stock are traded during the 30 consecutive trading days commencing on the first trading day that is designated on the Draw Down notice. | ||||||||||
Subscription price as a percentage of issue price | 92% | 92% | |||||||||
Commitment Fee Percentage | 2% | ||||||||||
Exceeds Percentage | 400% | ||||||||||
Business acquisition, issue value | $ 200,000,000 | $ 200,000,000 | |||||||||
Share Purchase Agreement | Warrant | G E M Yield Bahamas Limited | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Share-based compensation arrangement by share-based payment award, plan modification | if all or any portion of the GEM Warrant remains unexercised and the average closing bid price of our common stock for the 10 trading days following the Adjustment Date (the “Current Trading Price”) is less than 90% of the then-current exercise price of the GEM Warrant, then the exercise price of the GEM Warrant will adjust to 115% of the Current Trading Price (the “Warrant Price”) | ||||||||||
Purchase shares of common stock | 2% | ||||||||||
Business acquisition, issue value | $ 1,733,726 | ||||||||||
Percentage of exercise price | 90% | ||||||||||
GEM Warrant adjustment percentage | 115% | ||||||||||
Percentage of closing price of shares | 90% | ||||||||||
Share Purchase Agreement | Third Anniversary | Warrant | G E M Yield Bahamas Limited | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Debt related fees and issuance costs | $ 4,840 | ||||||||||
Evaluation Agreement | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Revenue from contract with customers excluding assessed tax | $ 1,856 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information 2 (Details) $ in Thousands | 1 Months Ended | 8 Months Ended | 12 Months Ended | ||||||
Oct. 24, 2023 USD ($) | Dec. 31, 2020 kWh | Apr. 30, 2020 kWh | Aug. 31, 2020 kWh | Dec. 31, 2023 USD ($) | Dec. 31, 2020 | Dec. 31, 2022 USD ($) | Sep. 09, 2022 Units | Sep. 08, 2021 USD ($) | |
Commitments And Contingencies [Line Items] | |||||||||
Date after which operations shall be discontinued | Mar. 31, 2026 | ||||||||
Deposit assets non current | $ | $ 5,400 | $ 4,941 | |||||||
Long term purchase commitement renewal period | 5 years | ||||||||
Mining Services Agreement Revenue | Mining Service Agreement | Block Chain Access UK Limited | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Percentage of eligible revenue that is freely available for the company | 5% | ||||||||
Mining Related Equipment [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Deposit assets non current | $ | $ 0 | $ 10,000 | |||||||
Recorded unconditional purchase obligation minimum quantitiy required | Units | 885,000 | ||||||||
KUB [Member] | Union Data [Member] | Power To Be Procured After Amendment [Member] | Off Peak [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Long term purchase commitement energy volume required | 200 | ||||||||
KUB [Member] | Union Data [Member] | Power To Be Procured After Amendment [Member] | On Peak [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Long term purchase commitement energy volume required | 6,800 | ||||||||
KUB [Member] | Union Data [Member] | Power To Be Procured [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Long term purchase commitement renewal period | 5 years | ||||||||
KUB [Member] | Union Data [Member] | Power To Be Procured [Member] | Off Peak [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Long term purchase commitement energy volume required | 10 | ||||||||
KUB [Member] | Union Data [Member] | Power To Be Procured [Member] | On Peak [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Long term purchase commitement energy volume required | 5,001 | ||||||||
With An Energy Provider [Member] | Red Dog [Member] | Power To Be Procured [Member] | Off Peak [Member] | For The First Six Months [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Long term purchase commitement energy volume required | 30 | ||||||||
With An Energy Provider [Member] | Red Dog [Member] | Power To Be Procured [Member] | Off Peak [Member] | Beyond Six Months [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Long term purchase commitement energy volume required | 25,001 | ||||||||
With An Energy Provider [Member] | Red Dog [Member] | Power To Be Procured [Member] | On Peak [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Long term purchase commitement period | 5 years 6 months | ||||||||
With An Energy Provider [Member] | Red Dog [Member] | Power To Be Procured [Member] | On Peak [Member] | For The First Six Months [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Long term purchase commitement energy volume required | 5,001 | ||||||||
With An Energy Provider [Member] | Red Dog [Member] | Power To Be Procured [Member] | On Peak [Member] | Beyond Six Months [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Long term purchase commitement energy volume required | 25,001 | ||||||||
Pending Litigation [Member] | Bright Ridge And Washighton County Commission [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Loss contingency damages sought value | $ | $ 12,500 | ||||||||
Additional damages sought per day of operation after the order | $ | $ 100 | ||||||||
Time limit for removal of equipment from the site | 120 days | ||||||||
Loss contingency accrual | $ | $ 150,000 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information 3 (Details) $ in Thousands | 8 Months Ended | 12 Months Ended | ||
Aug. 31, 2022 kWh Day | Aug. 31, 2020 kWh | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Ava Data [Member] | Lenoir Cities Utilities Board [Member] | Power To Be Procured [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Notice Period For Termination Of The Contract | Day | 90 | |||
Ava Data [Member] | Lenoir Cities Utilities Board [Member] | Power To Be Procured [Member] | For The First Six Months [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Long term purchase commitement energy volume required | kWh | 5,001 | 5,001 | ||
Long term purchase commitement period | 5 years | |||
Electricity Charges Associated With The Mining Services [Member] | Block Chain Access UK Limited | Mining Service Agreement | ||||
Commitments And Contingencies [Line Items] | ||||
Recovery of direct costs | $ 8,991 | $ 6,768 | ||
Monthly Operating Expenses [Member] | Block Chain Access UK Limited | Mining Service Agreement | ||||
Commitments And Contingencies [Line Items] | ||||
Recovery of direct costs | $ 651 | $ 792 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current | ||
Federal | $ (53) | |
State | 52 | |
Total current tax provision | (1) | |
Deferred | ||
Federal | 3,441 | $ 0 |
State | 622 | (298) |
Net deferred tax expense (benefit) | 4,063 | (298) |
Change in valuation allowance | 1 | |
Total tax benefit | $ 4,063 | $ (298) |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 453 | |
Cryptocurrency impairment and appreciation | $ 1 | |
Lease Liability | 635 | 126 |
Accruals | 50 | |
Reserve | 58 | |
Capitalized expenses | 24 | 7 |
Gross deferred tax assets | 768 | 586 |
Valuation allowance – US | (21) | 0 |
Net deferred tax assets | 747 | 586 |
Deferred Tax Liabilities | ||
Debt discount | (2,358) | (601) |
Depreciation | (2,091) | (96) |
Right-of-use asset | (602) | (110) |
Other | (8) | |
Deferred tax liabilities | (5,051) | (815) |
Net deferred tax assets (liabilities) | $ (4,304) | $ (229) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax [Line Items] | ||
Ownership percentage of common stock, qualifying tax-free exchange | 80% | |
Deferred tax assets, valuation allowance | $ 21,000 | $ 0 |
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | 0 |
Operating loss carryforwards, federal | 0 | |
Operating loss carryforwards, state | 0 | |
Uncertain tax positions | $ 0 | $ 0 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliations of Tax Expense (Benefit) Based on the US Federal Statutory Rate with Actual Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) at federal statutory tax rate | $ (594) | $ (13,000) |
State taxes, net of federal tax expense (benefit) | (1,167) | (298) |
Change in valuation allowance | 1 | |
Partnership C-Corp federal rate differential | 529 | 13,000 |
Corporate DTA remeasurements | 3,714 | |
Partnership tax attribute write-offs | 1,416 | |
Provision to return | 138 | |
Other | 26 | 0 |
Net deferred tax expense (benefit) | $ 4,063 | $ (298) |
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 | $ 60 | $ 135 |
Term over which criterial shall be fulfilled | 5 years | |
Date of conclusion of evaluation | Jan. 01, 2025 | |
GRIID | ||
Government Assistance [Line Items] | ||
Term over which criterial shall be fulfilled | 5 years | |
Date of conclusion of evaluation | Jul. 01, 2025 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Calculation of the Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator | ||
Net loss | $ (18,657) | $ (61,606) |
Denominator | ||
Basic weighted average number of shares outstanding | 54,769,568 | 48,044,313 |
Basic net loss per share | $ (0.34) | $ (1.28) |
Diluted net loss per share | $ (0.34) | $ (1.28) |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Anti-Dilutive Securities Excluded From the Computation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 22,804 | |
Gem warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 1,734 | |
Private warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 7,270 | 0 |
Public Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 13,800 | 0 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Apr. 17, 2021 | Dec. 31, 2023 | Jul. 12, 2023 | Jan. 13, 2023 | Sep. 02, 2022 | |
Related Party Transaction Line Items | |||||
Units profit interest percentage | 0.50% | ||||
Entity Affiliated To ADIT Chief Financial Officer [Member] | |||||
Related Party Transaction Line Items | |||||
Estimated liabilities related to share based transaction | $ 12,000 | ||||
Dwaine Alleyne | Warrants To Exercise Class B Units | |||||
Related Party Transaction Line Items | |||||
Class of warrants or rights number of securities covered by warrants or rights | 8,616 | ||||
Warrants number of shares converted | 41,010 | ||||
Warrants number of shares converted percentage | 0.0625% | ||||
Promissory Note | Chief Technology Officer | |||||
Related Party Transaction Line Items | |||||
Aggregate principal amount | $ 250,000,000 | ||||
Promissory Note | ADIT | |||||
Related Party Transaction Line Items | |||||
Aggregate principal amount | $ 900,000 | ||||
Amended and Restated Promissory Note | ADIT | |||||
Related Party Transaction Line Items | |||||
Aggregate principal amount | $ 1,800,000 | ||||
Related Party | |||||
Related Party Transaction Line Items | |||||
Payable to related parties | $ 400,000 | ||||
Related Party | Maximum | Adit Ed Tech Sponsor Limited Liability Company | |||||
Related Party Transaction Line Items | |||||
Related party transaction, administrative service fee per month | $ 10,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event - USD ($) $ in Thousands | Apr. 15, 2024 | Mar. 21, 2024 | Mar. 07, 2024 |
Miners | Evaluation Agreement | |||
Subsequent Event [Line Items] | |||
Miners purchased | $ 350 | ||
Common Stock | Miners | |||
Subsequent Event [Line Items] | |||
Number of shares issued | 556,937 | ||
Forecast | Common Stock | GEM Agreement | |||
Subsequent Event [Line Items] | |||
Number of shares sold | 3,702,703 | ||
Net proceeds from sale of stock | $ 5,250 |