United States securities and exchange commission logo
August 4, 2023
David Shrier
President and Chief Executive Officer
Adit EdTech Acquisition Corp.
1345 Avenue of the Americas, 33rd Floor
New York, NY 10105
Re: Adit EdTech
Acquisition Corp.
Amendment No. 8 to
Registration Statement on Form S-4
Filed July 14, 2023
File No. 333-261880
Dear David Shrier:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our July
7, 2023 letter.
Amendment No. 8 to Registration Statement on Form S-4 Filed July 14,
2023
Questions and Answers About the Transaction Proposals for ADEX
Stockholders, page 5
1. Please revise to ensure
the latest possible business combination date of January 14, 2024
is accurately disclosed
throughout your filing. For example, refer to your disclosures on
pages 16 and 18
indicating the date is January 14, 2023.
David Shrier
FirstName LastNameDavid Shrier
Adit EdTech Acquisition Corp.
Comapany
August NameAdit EdTech Acquisition Corp.
4, 2023
August
Page 2 4, 2023 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
GRIID
Liquidity and Capital Resources
Cash and Cash Flows for the Years Ended December 31, 2022 and 2021, page 260
2. We reissue and clarify prior comment 5. Consistent with prior comment
2 in our letter
dated March 20, 2023, please revise to ensure your discussion of net
cash used in
operating and investing activities is accurate and complete.
Specifically, tell us why you
continue to indicate that the increase in cash from working capital
contributing to net cash
used in operating activities was driven, in part, by proceeds from the
sale of
cryptocurrencies. In addition, ensure that the amounts of net cash
provided by investing
activities are accurately disclosed and the related discussion is
complete.
Griid Infrastructure LLC and Subsidiaries
Consolidated Financial Statements of Griid Infrastructure LLC and Subsidiaries
as of and for the
Years Ended December 31, 2022 and 2021
Note 4. Basis of Presentation, Summary of Significant Accounting Policies and
Recent
Accounting Pronouncements
Revenue Recognition, page F-62
3. Please note that we continue to review your revenue recognition
practices and disclosures
applied in your mining operations and may have further comments.
You may contact Melissa Walsh, Senior Staff Accountant, at 202-551-3224
or Stephen
Krikorian, Accounting Branch Chief, at 202-551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact Charli
Gibbs-Tabler,
Staff Attorney, at 202-551-6388, or Matthew Derby, Legal Branch Chief, at
202-551-3334 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Kerry Shannon Burke