TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo October 26, 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. 11 to Registration Statement on Form S-4 Filed October 5, 2023 File No. 333-261880 Dear David Shrier: We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our September 29, 2023 letter. Amendment No. 11 to Registration Statement on Form S-4 Filed October 5, 2023 Consolidated Financial Statements of Griid Infrastructure LLC and Subsidiaries Note 4. Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements Revenue Recognition, page F-63 1. We note your proposed revised disclosure in response to comment 3 in your letter dated October 20, 2023 describing the payout formula in your contracts. Please ensure the description of the payout formula is consistent with the contract terms. In this regard, clarify your disclosure to address the following: Tell us why you state that you are entitled to compensation based on the actual bitcoin block rewards mined, since compensation is earned regardless of whether the pool operator is successful. Consider deleting the disclosure that it is based on the David Shrier Adit EdTech Acquisition Corp. October 26, 2023 Page 2 actual bitcoin block rewards mined, as that wording does not appear accurate; Please revise to provide a more complete description of the payout formula by identifying the formula inputs that create variability for each type of compensation. For example, explain why you indicate that both the block subsidy and the transaction fees are based on contributed hash, considering that the transaction fee portion of the payout is based on the rate of total transaction fees to total block subsidies, both for the network as a whole. In addition, your disclosure should make it clear that the payout formula includes an input for a pool operator fee rate that reduces the compensation you receive; and Please consider revising the reference from miners to pool participants in order to use consistent terminology. 2. We note your proposed revised disclosure in response to comment 3 in your letter dated October 20, 2023 discussing that there is no material right. Please revise this disclosure to properly identify the customer as the pool operator and not you. Revise this disclosure to clearly indicate, if true, that the pool operator 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 market rates. 3. In response to comment 2 in your letter dated October 20, 2023, you indicate that the transaction fee component of variable consideration is constrained and lifted on the same day as contract inception. As such, please further revise your proposed revised disclosure in response to comment 3 to indicate that you recognize noncash consideration on the same day that control of the contracted service transfers to the pool operator, which is the same day as contract inception. Regarding your proposed disclosure on page 240, please make corresponding revisions. In addition, please clarify the proposed disclosure on page 240 indicating that bitcoin mining revenue is recognized over the duration of each individual contract. In this regard, in this first sentence of the paragraph, consider FirstName LastNameDavid Shrier removing the phrase Bitcoin mining revenue is recognized as, in order to simply address Comapany how NameAdit EdTech the performance Acquisition obligation Corp. in this sentence, considering that recognition is satisfied Octoberis26, addressed later2 in the paragraph. 2023 Page FirstName LastName David Shrier FirstName LastNameDavid Shrier Adit EdTech Acquisition Corp. Comapany October 26,NameAdit 2023 EdTech Acquisition Corp. October Page 3 26, 2023 Page 3 FirstName LastName Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at 202-551-3488 if you have questions regarding comments on the financial statements and related matters. Please contact Charli Gibbs-Tabler at 202-551-6388 or Matthew Derby at 202-551-3334 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Kerry Shannon Burke