United States securities and exchange commission logo





                               January 27, 2023

       David Shrier
       President and Chief Executive Officer
       Adit EdTech Acquisition Corp.
       1345 Avenue of the Americas, 33rd Floor
       New York, New York 10105

                                                        Re: Adit EdTech
Acquisition Corp.
                                                            Amendment No. 3 to
Registration Statement on Form S-4
                                                            Filed December 7,
2022
                                                            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 June
15, 2022 letter.

       Amendment No. 3 to Registration Statement on Form S-4

       Q: Did the board of directors of ADEX obtain a fairness opinion in
determining whether or not
       to proceed with the merger?, page 13

   1.                                                   Please provide the
legal basis for the Company and the advisor's belief that security
                                                        holders cannot rely on
the opinion to bring state law actions, including a description of
                                                        any state law authority
on such a defense. Alternatively, please disclose that this issue will
                                                        be resolved by a court,
and that resolution of this issue will have no effect on the rights
                                                        and responsibilities of
the board under state law, and the availability of this defense has no
                                                        effect on the rights
and responsibilities of either the advisor or the board under the
                                                        federal securities
laws.
       Summary of Risk Factors, page 45
 David Shrier
Adit EdTech Acquisition Corp.
January 27, 2023
Page 2

2.       Please revise bullet three to reflect the fact that the Company no
longer has a financial
         advisor and chose not to engage a financial advisor after the
resignation of Wells Fargo.
Risk Factors, page 48

3.       To the extent material, discuss any reputational harm you may face in
light of the recent
         disruption in the crypto asset markets. For example, discuss how
market conditions have
         affected how your business is perceived by customers, counterparties,
and regulators, and
         whether there is a material impact on your operations or financial
condition.
4.       To the extent material, describe any gaps your board or management
have identified with
         respect to risk management processes and policies in light of current
crypto asset market
         conditions as well as any changes they have made to address those
gaps.
5.       To the extent material, describe any of the following risks due to
disruptions in the crypto
         asset markets:
             Risk from depreciation in your stock price.
             Risk of loss of customer demand for your products and services.
             Financing risk, including equity and debt financing.
             Risk of increased losses or impairments in your investments or
other assets.
             Risks of legal proceedings and government investigations, pending
or known to be
             threatened, in the United States or in other jurisdictions against
you or your affiliates.
             Risks from price declines or price volatility of crypto assets.
The "halving" of rewards available on the bitcoin network . . ., page 63

6.       Please amend your disclosure to describe the steps you have taken, if
any, to mitigate risks
         related to halving.
Risks Related to Redemption, page 108

7.       Describe any material risk to you, either direct or indirect, due to
excessive redemptions,
         withdrawals, or a suspension of redemptions or withdrawals, of crypto
assets. Identify any
         material concentrations of risk and quantify any material exposures.
Introduction, page 178
FirstName LastNameDavid Shrier
8.     Please tell us why you disclose that the unaudited pro forma condensed
combined
Comapany    NameAdit
       statements       EdTech Acquisition
                   of operations include the Corp.
                                             period from inception to December
31, 2021 for
JanuaryADEX,   rather
         27, 2023  Pagethan
                         2 the year ended December 31, 2021.
FirstName LastName
 David Shrier
FirstName  LastNameDavid   Shrier
Adit EdTech  Acquisition Corp.
Comapany
January 27,NameAdit
            2023      EdTech Acquisition Corp.
January
Page 3 27, 2023 Page 3
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information, page 178

9.       Please tell us how your presentation of pro forma financial
information considers the
         following:

                Your obligation to pay a commitment fee of $4 million and issue
warrants after the
              closing of the merger in connection with the Share Subscription
Facility as noted
              from your disclosure on page F-106 and elsewhere in your filing;
and

                The issuance of unsecured promissory notes and warrants to the
holders after the
              balance sheet date as noted from your disclosure on page F-109.
Unaudited Pro Forma Condensed Combined Balance Sheet September 30, 2022, page
183

10.      We note from your disclosure on page 114 and elsewhere that you will
not affect a
         redemption of IPO Shares unless your net tangible assets, after
payment of deferred
         underwriting commissions, are at least $5,000,001 either immediately
prior to or upon
         consummation of the merger. In addition, we note from your disclosure
on pages F-7 and
         F-29 that this minimum threshold is a condition for you to proceed
with a Business
         Combination. Please tell us why the net tangible asset requirement
does not appear to be
         considered in the pro forma scenario assuming maximum redemptions.
11.      Please revise to ensure the total amounts of stockholders    (deficit)
equity do not include
         common stock subject to possible redemption classified outside of
stockholders    (deficit)
         equity.
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
Note 1 - Basis of Presentation, page 186

12.      Please tell us why you disclose that the unaudited pro forma condensed
combined balance
         sheet at September 30, 2022 was prepared using ADEX   s audited
balance sheet as of
         December 31, 2021 and GRIID   s audited consolidated balance sheet as
of December 31,
         2021.
Note 3 - Transaction Accounting Adjustments
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet for the
Nine Months
ended September 30, 2022, page 187

13.      Please reconcile the amounts in note (D) to the amount of the pro
forma adjustments that
         reflect the payment of estimated total transaction costs.
 David Shrier
FirstName  LastNameDavid   Shrier
Adit EdTech  Acquisition Corp.
Comapany
January 27,NameAdit
            2023      EdTech Acquisition Corp.
January
Page 4 27, 2023 Page 4
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
ADEX
Results of Operations, page 200

14.      Please revise to also discuss the results of operations for the year
ended December 31,
         2021 and the inception to date period ended December 31, 2020, as well
as for the nine
         months ended September 30, 2022 and 2021. Refer to Item 303(b) and (c)
of Regulation
         S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
GRIID
Company Overview, page 222

15.      Please include specific and detailed risk factor disclosure describing
the risks associated
         with your custody practices for crypto assets.
Key Factors Affecting Our Performance, page 223

16.      You indicate that you currently have 48 MWs of existing available
power capacity.
         However, we note from your disclosure on page 221 and elsewhere that
you have 68 MW
         of available electrical capacity. Please reconcile your disclosures.
Liquidity and Capital Resources
Cash and Cash Flows, page 244

17.      Please revise to also discuss your cash flows for the years ended
December 31, 2021 and
         2020. Refer to Item 303(b) of Regulation S-K.
GRIID Infrastructure LLC and Subsidiaries
Consolidated Financial Statements of GRIID Infrastructure LLC and Subsidiaries
as of and for
the Years Ended December 31, 2021 and 2020
Consolidated Statements of Operations, page F-51

18.      You indicate in response to prior comment 12 that you modified the
presentation of
         realized gains on the sales of cryptocurrency as operating expense
(income) and reflected
         the reclassification in all relevant sections of the filing. However,
realized gain on the sale
         of cryptocurrencies continues to be presented within other income
(expense) in the
         consolidated statements of operations for the two years ended December
31, 2021. Please
         revise, consistent with the classification of impairment of
cryptocurrencies within
         operating expenses. Also, ensure you include the disclosures required
by ASC 250-10-50-
         7.

Notes to Consolidated Financial Statements
Note 3. Basis of Presentation, Summary of Significant Accounting Policies and
Recent
Accounting Pronouncements
 David Shrier
Adit EdTech Acquisition Corp.
January 27, 2023
Page 5
Cryptocurrencies, page F-59

19.      We note your response to prior comment 14 regarding testing for
impairment of
         cryptocurrencies. Your accounting policy disclosure states that in
testing for impairment,
         you proceed directly to a quantitative test on a daily basis to
determine if impairment
         exists. You further note that 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. We do not believe the end of day spot rate is
sufficient to
         determine if impairment exists on any given day or to determine the
amount of
         impairment loss. Please revise and provide us with a materiality
analysis of any additional
         impairment loss based on the lowest price of Bitcoin at any time
during each day.
Revenue Recognition, page F-61

20.      We note your revised disclosure in response to prior comment 17.
Please further revise to
         indicate whether termination requires compensating the other party
with the payment of a
         termination penalty or any amounts other than payments due as a result
of goods delivered
         or services transferred up to the termination date. Refer to ASC
606-10-25-4.
21.      In response to prior comment 20, you indicate that you have the
enforceable right to
         receive compensation for any time period where computing power was
contributed to the
         mining pool. As such, please clarify your disclosure that your
enforceable right to
         compensation begins when the Company provides computing power to the
mining pool
         operator    to explain that your right to compensation is earned as
you provide computing
         power.
22.    We note your statement in response to prior comment 21 that you use the
expected value
       method per ASC 606-10-32-8 which is classified as    the single most
likely amount in a
FirstName LastNameDavid Shrier
       range of possible consideration amounts (that is, the single most likely
outcome of the
Comapany   NameAdit
       contract).       EdTech
                   Please       Acquisition
                          clarify if you use Corp.
                                             the expected value method or the
most likely amount
Januarymethod  andPage
        27, 2023   explain
                       5 to us why that depiction of your methodology is
appropriate.
FirstName LastName
 David Shrier
FirstName  LastNameDavid   Shrier
Adit EdTech  Acquisition Corp.
Comapany
January 27,NameAdit
            2023      EdTech Acquisition Corp.
January
Page 6 27, 2023 Page 6
FirstName LastName
23.      We note your revised disclosure that contract inception is the
beginning of each 24-hour
         period and that revenue is calculated and recognized on a daily basis
in accordance with
         the payout methodology of the Pool Operator at contract inception.
Please address the
         following:

                As previously requested in prior comment 21, revise to disclose
how you estimate
              variable consideration. Your disclosure should explain how
revenue is calculated at
              contract inception if the pool   s payout methodology is based on
the end of each 24-
              hour time period. In this regard, we note your response to prior
comment 21 that you
              have chosen to estimate the amount of noncash consideration
utilizing the expected
              value method based on the guidance in ASC 606-10-32-8. Also,
disclose how you
              account for changes in the transaction price when the variable
inputs to the pool   s
              payout methodology become known at the end of each 24-hour time
period. Refer to
              ASC 606-10-32-14 and 32-23.

                Explain why revenue is recognized at contract inception
considering the performance
              obligation is satisfied over time. Non-cash consideration is
measured at contract
              inception.
Cryptocurrency Borrowings, page F-63

24.      We reissue and clarify prior comment 25. Your disclosure indicates
that you historically
         borrowed cryptocurrency from a third party on a secured basis and such
cryptocurrency
         borrowed was reported within cryptocurrency notes payable. However, as
noted from
         your revised disclosures regarding the cryptocurrency note payables on
page F-70 in
         response to prior comment 27, you indicate that you received proceeds
in U.S. Dollars
         from the borrowings under the two separate agreements with Blockchain
Access UK
         Limited described in your response. As such, it does not appear that
you historically
         borrowed cryptocurrency. Please advise and revise your accounting
policy disclosure,
         accordingly.
Note 10. Debt, page F-70

25.      In response to prior comment 29, you indicate that the bitcoin
deposited in the account
         with the lender pursuant to the Third Amendment continued to be
recognized as an
         intangible asset on the balance sheet. We further note from your
disclosure on page F-73
         that such amounts are included in cryptocurrencies on the balance
sheets. Tell us what
         consideration you gave to separately presenting the bitcoin held in
the account that is
         effectively being held as collateral.
Unaudited Interim Financial Statements of Griid Infrastructure LLC and
Subsidiaries as of and
for the Three and Nine-Month Periods Ended Sep
Notes to Unaudited Consolidated Financial Statements, page F-89

26.      You indicate that the amounts presented in your notes to financial
statements are in
 David Shrier
FirstName  LastNameDavid   Shrier
Adit EdTech  Acquisition Corp.
Comapany
January 27,NameAdit
            2023      EdTech Acquisition Corp.
January
Page 7 27, 2023 Page 7
FirstName LastName
         thousands, except as otherwise indicated. Please ensure that all
dollar amounts are
         presented accordingly. For example, you indicate on page F-109 that
you will pay a
         termination fee of $50,000,000 pursuant to the second amendment to the
agreement and
         plan of merger, under certain conditions, and you issued unsecured
promissory notes in
         the aggregate principal amount of $1,962,500.
Note 5. Cryptocurrencies, page F-92

27.      Please reconcile the amounts in your rollforward of the balance of
cryptocurrencies for the
         nine months ended September 30, 2022 to the amounts presented as
revenue on your
         statement of operations and the amount presented as cryptocurrency
mined on your
         statement of cash flows. In addition, please explain to us why the
consideration paid
         related to the development and operation agreement is presented net.
Note 10. Debt and Warrants, page F-96

28.      You indicate that you entered into the 4th A&R Loan Agreement on
October 9, 2022,
         pursuant to which you restructured the senior secured term loan and
issued a Supplement
         Warrant. Please revise to disclose the financial effect of this
transaction. Refer to ASC
         855-10-55-2(b).
Note 11. Fair Value Hierarchy, page F-101

29.      We note that the fair value of member unit is a significant
unobservable input to the fair
         value measurement of the warrant liability. Revise to include
quantitative information
         about this input. Refer to ASC 820-10-50-2(bbb)(2).
Mining Services Agreement, page F-105

30.      We note your ASC 606 accounting analysis of the Amended and Restated
Mining
         Services Agreement in response to prior comment 30. Please address the
following:

                Tell us how the profit split fee was considered in your Step 3
conclusion regarding
              determining the transaction price, considering the variability
due to the reliance on
              the number of bitcoin mined, and whether the amount is required
to be constrained.

                Clarify the basis for your conclusion that the performance
obligation is satisfied over
              time. Your conclusion regarding Step 5 on page 40 indicates that
the criteria in ASC
              606-10-25-27(a) is not met, but appears to relate to mining
services. However, you
              represent that your sole performance obligation is hosting
services, and, in this
              regard, indicate on page 35 of your response that hosting
services meet the criteria in
              ASC 606-10-25-27(a) to be a performance obligation satisfied over
time.

                Separately disclose the amount of reimbursements received for
operating expenses
              and power reimbursements.
 David Shrier
Adit EdTech Acquisition Corp.
January 27, 2023
Page 8
Note 14. Commitments and Contingencies
Data Black River Development and Operation Agreement, page F-105

31.      We note your conclusion in response to prior comment 36 that the Data
Black River
         Development and Operation (D&O) Agreement does not contain a lease
related to the
         mining equipment or mines stating,    In making this determination,
GRIID considered that
         while the contract does provide for specific identified assets for
which HDP has the right
         to obtain substantially all of the economic benefits from the use of
the asset, HDP does not
         have the ability to direct how and for what purpose the assets are
used. Further, DBR is
         entitled to substitution rights of the assets used under the D&O
Agreement.    Please revise
         to address the following:

                Clarify why you state that HDP has the right to obtain
substantially all of the
              economic benefits from the use of the asset, as this appears to
contradict your
              statement on page 53 that DBR is entitled to approximately 83.2%
of mining
              rewards;

                Clarify why you state that HDP does not have the ability to
direct how and for what
              purpose the assets are used, instead of stating whether DBR has
this right; and

           Provide an explanation to support the statement that DBR has
substitution rights and
FirstName LastNameDavid     Shrier rights are relevant to the conclusion as to
whether DBR is
           how DBR   s substitution
Comapany leasing
           NameAditthe EdTech Acquisition
                       HDP mines.  In this Corp.
                                           regard, you indicate on page 66 that
there is an
January 27,identified
            2023 Pageasset.
                       8
FirstName LastName
 David Shrier
FirstName  LastNameDavid   Shrier
Adit EdTech  Acquisition Corp.
Comapany
January 27,NameAdit
            2023      EdTech Acquisition Corp.
January
Page 9 27, 2023 Page 9
FirstName LastName
32.      We note your response to prior comment 34. Explain how any curtailment
revenue is
         considered in determining the transaction price.
33.      You indicate in response to prior comment 34 on page 61 that
noncash consideration in
         the form of bitcoin is measured at fair value at contract inception in
excess of the
         management fee       Please further explain how the transaction price
is measured. That
         is, tell us how you determine the number of bitcoin that will be used
to satisfy the fixed
         management fee and the electricity fee and associated sales tax
payable to HDP, in order
         to determine the number of remaining bitcoin mining revenue to
allocate to each party.
         Also, tell us how you measure the remaining bitcoin mining revenue. In
this regard, we
         note that the initial term of the D&O Agreement is three years.
34.      We note your response to prior comment 34 indicating that the
electricity fee and noncash
         consideration payable to the customer are deemed to be hybrid
instruments under ASC
         815. Tell us how your financial statements actually reflect these
instruments and where
         the accounting policy and related disclosures are presented.
35.      Refer to page 55 of your response to prior comment 34. Please explain
how HDP retains
         the right to curtail revenues. In this regard, we note from Section
3.3.3 of the D&O
         Agreement that HDP reserves the right to curtail electricity services.
36.      You indicate on page 61 of your response to prior comment 34 that HDP
 s share of
         mining revenues is not related to a distinct good or service. Please
provide support for
         this assertion. In this regard, we note Sections 4.2 and 4.3 of the
D&O Agreement.
37.      We note from page 60 of your response to prior comment 34 that GRIID
has determined
         that DBR is considered the principal in delivering the mining services
and recognizes
         revenue on a gross basis. We also note from page 56 of your response
that the electricity
         fee due to HDP is recorded as a separate expense and from page 61 of
the response that
         HDP   s share of mining revenue is treated as a reduction of the
transaction price. Please
         clarify your disclosure indicating that your revenue share is recorded
on a gross basis.
38.      We note from page 63 of your response to prior comment 34 that the
mining services
         performance obligation is satisfied over time and DBR recognizes the
related revenue
         each month. Please elaborate on why and how you recognize revenue over
time and
         explain the following:

                Why you do not believe HDP simultaneously receives and consumes
the benefits
              provided by your mining services as they are performed. Tell us
how you considered
              the guidance in ASC 606-10-55-6;

                Why monthly recognition faithfully depicts your performance
toward complete
              satisfaction of the mining services; and

                How you differentiate your method of recognizing revenue from
the contractual
              payment terms.
 David Shrier
Adit EdTech Acquisition Corp.
January 27, 2023
Page 10
Exhibits and Financial Statement Schedules., page II-5

39.   Please file the Consulting Agreement with Arthur D. Little LLC and the
amended
      engagement letter and incentive unit award agreement (the Deucalion
Arrangements) or
      explain why these documents should not be filed as exhibits to the
registration statement.
Exhibits and Financial Statement Schedules
Exhibit 23.4. Consent of RSM US LLP, page II-7

40.   We note the audit consent related to the report dated March 21, 2022
relating to the
      consolidated financial statements of GRIID Infrastructure, LLC and
Subsidiaries from
      RSM US LLP. Please tell us why the location of the audit firm in this
consent is Denver,
      Colorado. In this regard, we note the location of the audit firm in the
audit report included
      in the filing is Boston, Massachusetts.
General

41.   Provide disclosure of any significant crypto asset market developments
material to
      understanding or assessing your business, financial condition and results
of operations, or
      share price since your last reporting period, including any material
impact from the price
      volatility of crypto assets.
42.   If material to an understanding of your business, discuss any steps you
take to safeguard
      your customers    crypto assets and describe any policies and procedures
that are in place to
      prevent self-dealing and other potential conflicts of interest. Describe
any policies and
      procedures you have regarding the commingling of assets, including
customer assets, your
      assets, and those of affiliates or others. Identify what material
changes, if any, have been
      made to your processes in light of the current crypto asset market
disruption.
43.   We note that a significant number of stockholders have redeemed their
shares as of
      December 23, 2022. Please explain the potential effects of these
redemptions on
      stockholders as well as the impact on your financial condition and
liquidity.
       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 Jan Woo, Legal Branch Chief, at
202-551-3453 with any
other questions.



                                                            Sincerely,
FirstName LastNameDavid Shrier
Comapany NameAdit EdTech Acquisition Corp.                  Division of
Corporation Finance
                                                            Office of
Technology
January 27, 2023 Page 10
cc:
FirstName Kerry Shannon Burke
          LastName