United States securities and exchange commission logo
January 25, 2024
James Kelly
Chief Executive Officer
GRIID Infrastructure Inc.
2577 Duck Creek Road
Cincinnati, OH 45212
Re: GRIID
Infrastructure Inc.
Registration
Statement on Form S-1
Filed January 9,
2024
File No. 333-276445
Dear James Kelly:
We have conducted a limited review of your registration statement
and have the
following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1. For each of the
securities being registered for resale, disclose the price that the selling
securityholders paid
for such security.
2. Disclose the exercise
prices of the warrants compared to the market price of the
underlying security. If
the warrants are out the money, please disclose the likelihood that
warrant holders will
not exercise their warrants. Provide similar disclosure in the
prospectus summary and
MD&A, and disclose that cash proceeds associated with the
exercises of the
warrants are dependent on the stock price. As applicable, describe the
impact on your
liquidity and update the discussion on the ability of your company to fund
your operations on a
prospective basis with your current cash on hand.
James Kelly
FirstName LastNameJames
GRIID Infrastructure Inc. Kelly
Comapany
January 25,NameGRIID
2024 Infrastructure Inc.
January
Page 2 25, 2024 Page 2
FirstName LastName
Liquidity and Capital Resources, page 102
3. Please expand your discussion of capital resources to address any
changes in the
company s liquidity position since the business combination. If you
are likely to have to
seek additional capital, discuss the effect of this offering on your
ability to raise additional
capital.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rule 461 regarding requests for acceleration. Please allow
adequate time for us
to review any amendment prior to the requested effective date of the
registration statement.
Please contact Lauren Pierce at 202-551-3887 or Jeff Kauten at
202-551-3447 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Patrick Costello