Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 11, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | ADIT EDTECH ACQUISITION CORP. | |
Entity Central Index Key | 0001830029 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 8,900,026 | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-39872 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3477678 | |
Entity Address, Address Line One | 1345 Avenue of the Americas | |
Entity Address, Address Line Two | 33rd Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10105 | |
City Area Code | 646 | |
Local Phone Number | 291-6930 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of common stock and one-half of one redeemable warrant | |
Trading Symbol | ADEX.U | |
Security Exchange Name | NYSEAMER | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | ADEX | |
Security Exchange Name | NYSEAMER | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share | |
Trading Symbol | ADEX.WS | |
Security Exchange Name | NYSEAMER |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 62,588 | $ 992,187 |
Prepaid expenses | 51,130 | 77,774 |
Cash held in Trust Account for redeemed shares | 1,093,204 | |
Total Current Assets | 113,718 | 2,163,165 |
Cash held in Trust Account | 26,328,395 | 25,041,388 |
TOTAL ASSETS | 26,442,113 | 27,204,553 |
Current liabilities | ||
Accrued offering costs and expenses | 6,165,503 | 4,807,419 |
Due to related party | $ 198,986 | $ 138,986 |
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Common stock to be redeemed | $ 1,093,204 | |
Income taxes payable | $ 42,911 | 795,203 |
Interest bearing note | 896,771 | |
Working capital loan—related party | 502,683 | 300,000 |
Total Current Liabilities | 7,806,854 | 7,134,812 |
Warrant liability | 632,490 | 459,236 |
Deferred underwriting discount | 6,762,000 | 6,762,000 |
TOTAL LIABILITIES | 15,201,344 | 14,356,048 |
Commitments | ||
Common stock subject to possible redemption, 2,467,422 shares at redemption values of $10.72 and $10.24 at June 30, 2023 and December 31, 2022, respectively | 26,462,922 | 25,273,823 |
Stockholders' Deficit | ||
Preferred stock | 0 | 0 |
Common stock | 690 | 690 |
Additional paid-in capital | 0 | 1,103,029 |
Accumulated deficit | (15,222,843) | (13,529,037) |
Total Stockholders' Deficit | (15,222,153) | (12,425,318) |
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT | $ 26,442,113 | $ 27,204,553 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement Of Financial Position [Abstract] | ||
Common stock, shares redemption | 2,467,422 | 2,467,422 |
Common stock, shares redemption par value | $ 10.72 | $ 10.24 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 6,900,000 | 6,900,000 |
Common stock, shares outstanding | 6,900,000 | 6,900,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Formation and operating costs | $ 851,031 | $ 543,520 | $ 1,784,010 | $ 1,145,653 |
Loss from operations | (851,031) | (543,520) | (1,784,010) | (1,145,653) |
Other income: | ||||
Change in fair value of warrants | (21,810) | 2,923,321 | (173,254) | 4,670,740 |
Trust interest income | 235,553 | 374,346 | 435,735 | 446,796 |
Interest expense on note | (6,548) | (8,499) | ||
Total other income, net | 207,195 | 3,297,667 | 253,982 | 5,117,536 |
(Loss) Income before provision for income taxes | (643,836) | 2,754,147 | (1,530,028) | 3,971,883 |
Provision for income taxes | (42,148) | (22,636) | (77,708) | (22,636) |
Net (loss) income | $ (685,984) | $ 2,731,511 | $ (1,607,736) | $ 3,949,247 |
Basic and diluted weighted average shares outstanding, redeemable common stock | 2,467,422 | 27,600,000 | 2,467,422 | 27,600,000 |
Basic net (loss) income per share | $ (0.07) | $ 0.08 | $ (0.17) | $ 0.11 |
Diluted net (loss) income per share | $ (0.07) | $ 0.08 | $ (0.17) | $ 0.11 |
Basic weighted average shares outstanding, common stock | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 |
Diluted weighted average shares outstanding, common stock | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 |
Basic net (loss) income per share | $ (0.07) | $ 0.08 | $ (0.17) | $ 0.11 |
Diluted net (loss) income per share | $ (0.07) | $ 0.08 | $ (0.17) | $ 0.11 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2021 | $ (17,169,798) | $ 690 | $ (17,170,488) | |
Balance, shares at Dec. 31, 2021 | 6,900,000 | |||
Net income (loss) | 1,217,736 | 1,217,736 | ||
Ending Balance at Mar. 31, 2022 | (15,952,062) | $ 690 | (15,952,752) | |
Balance, shares at Mar. 31, 2022 | 6,900,000 | |||
Beginning Balance at Dec. 31, 2021 | (17,169,798) | $ 690 | (17,170,488) | |
Balance, shares at Dec. 31, 2021 | 6,900,000 | |||
Net income (loss) | 3,949,247 | |||
Ending Balance at Jun. 30, 2022 | (13,459,705) | $ 690 | (13,460,395) | |
Balance, shares at Jun. 30, 2022 | 6,900,000 | |||
Beginning Balance at Mar. 31, 2022 | (15,952,062) | $ 690 | (15,952,752) | |
Balance, shares at Mar. 31, 2022 | 6,900,000 | |||
Net income (loss) | 2,731,511 | 2,731,511 | ||
Remeasurement of common stock to redemption value | (239,154) | (239,154) | ||
Ending Balance at Jun. 30, 2022 | (13,459,705) | $ 690 | (13,460,395) | |
Balance, shares at Jun. 30, 2022 | 6,900,000 | |||
Beginning Balance at Dec. 31, 2022 | (12,425,318) | $ 690 | $ 1,103,029 | (13,529,037) |
Balance, shares at Dec. 31, 2022 | 6,900,000 | |||
Net income (loss) | (921,752) | (921,752) | ||
Remeasurement of common stock to redemption value | (579,858) | (579,858) | ||
Ending Balance at Mar. 31, 2023 | (13,926,928) | $ 690 | 523,171 | (14,450,789) |
Balance, shares at Mar. 31, 2023 | 6,900,000 | |||
Beginning Balance at Dec. 31, 2022 | (12,425,318) | $ 690 | 1,103,029 | (13,529,037) |
Balance, shares at Dec. 31, 2022 | 6,900,000 | |||
Net income (loss) | (1,607,736) | |||
Ending Balance at Jun. 30, 2023 | (15,222,153) | $ 690 | 0 | (15,222,843) |
Balance, shares at Jun. 30, 2023 | 6,900,000 | |||
Beginning Balance at Mar. 31, 2023 | (13,926,928) | $ 690 | 523,171 | (14,450,789) |
Balance, shares at Mar. 31, 2023 | 6,900,000 | |||
Net income (loss) | (685,984) | (685,984) | ||
Remeasurement of common stock to redemption value | (609,241) | (523,171) | (86,070) | |
Ending Balance at Jun. 30, 2023 | $ (15,222,153) | $ 690 | $ 0 | $ (15,222,843) |
Balance, shares at Jun. 30, 2023 | 6,900,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (1,607,736) | $ 3,949,247 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Change in fair value of warrants | 173,254 | (4,670,740) |
Interest earned on cash and marketable securities held in Trust Account | (435,735) | (446,796) |
Interest accrued on interest bearing note | 8,499 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 26,644 | 126,541 |
Income taxes payable | (752,292) | 22,636 |
Accrued offering costs and expenses | 1,358,084 | 459,478 |
Due to related party | 60,000 | 60,000 |
Net cash used in operating activities | (1,169,282) | (499,634) |
Cash flows from investing activities: | ||
Deposit in Trust for extension payments | (888,272) | |
Cash withdrawn from Trust Account to pay franchise tax and income taxes | 37,000 | 161,000 |
Cash held in Trust for redeemed shares | (1,093,204) | |
Common stock to be redeemed | 1,093,204 | |
Net cash (used in) provided by investing activities | (851,272) | 161,000 |
Cash flows from financing activities: | ||
Proceeds from working capital loan—related party | 202,683 | |
Proceeds from promissory note—extension | 888,272 | |
Net cash provided by financing activities | 1,090,955 | |
Net change in cash | (929,599) | (338,634) |
Cash, beginning of the period | 992,187 | 462,274 |
Cash, end of the period | 62,588 | 123,640 |
Supplemental disclosure of noncash investing and financing activities: | ||
Remeasurement of carrying value to redemption value | $ 1,189,099 | $ 239,154 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2023 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business Operations | NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS Organization and General Adit EdTech Acquisition Corp. (the “Company”) was incorporated in Delaware on October 15, 2020. The Company is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus its search for a business that would benefit from its founders’ and management team’s experience and ability to identify, acquire and manage a business in the education, training and education technology industries. The Company has one wholly owned subsidiary, ADEX Merger Sub, LLC, a Delaware limited liability company incorporated on November 24, 2021. There has been no activity since inception. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has selected December 31 as its fiscal year end. As of June 30, 2023, the Company had not commenced any operations. All activity for the period from October 15, 2020 (inception) through June 30, 2023 relates to the Company’s formation and the initial public offering (“IPO”), which is described below, and since the closing of the IPO, the search for a prospective initial Business Combination (see Note 7). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Adit EdTech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). Financing The registration statements for the Company’s IPO were declared effective on January 11, 2021. On January 14, 2021, the Company consummated the IPO of 24,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $240,000,000. Simultaneously with the closing of the IPO, the Company consummated the sale of 6,550,000 Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating total gross proceeds of $6,550,000. The Company granted the underwriters in the IPO a 45-day Transaction costs amounted to $13,836,086 consisting of $4,800,000 of underwriting discount, $8,400,000 of deferred underwriting discounts and commissions, and $636,086 of other offering costs. Trust Account Following the closing of the IPO on January 14, 2021 and the underwriters’ full exercise of their over-allotment option on January 19, 2021, $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO, the sale of Over-allotment Units and the sale of the Private Placement Warrants were placed in a trust account (the “Trust Account”), which were previously held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940 (the “1940 Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 As a result, all funds in the Trust Account are currently held in cash. Initial Business Combination The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the Business Combination are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, as amended (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares it purchased during or after the IPO in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors have agreed (a) to waive redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination and certain amendments to the Amended and Restated Certificate of Incorporation or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial The Company will have until the applicable extension deadline (such date, the “extension date”), the latest of which ends on January 14, 2024, if the Company’s board of directors approves the remaining three-month extension allowed under the Company’s Amended and Restated Certificate of Incorporation, to complete a Business Combination or otherwise (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem all of the shares of common stock included as part of the Units sold in the IPO and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and in accordance with applicable law, dissolve and liquidate. The current extension date is October 14, 2023. In connection with the stockholders’ vote at a special meeting of stockholders held on December 23, 2022, holders of 25,132,578 shares of Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account, representing approximately $253.6 million (approximately $10.09 per share). On January 12, 2023, February 8, 2023, March 12, 2023, April 5, 2023, May 12, 2023 and June 12, 2023, the board of directors of the Company elected to extend the date by which the Company must complete an initial business combination, on each occasion by one month, from January 14, 2023 to July 14, 2023 (the “Extensions”). In connection with the Extensions, GRIID Infrastructure LLC deposited an aggregate of $888,272 (representing $0.06 per Public Share per month) into the Company’s Trust Account on behalf of the Company. This deposit was loaned to the Company pursuant to a promissory note issued by the Company to GRIID Infrastructure on January 13, 2023. The Extensions were the first, second, third, fourth, fifth, and sixth of six one-month On July 11, 2023, the Company obtained stockholder approval to allow the Company to further extend the time by which it must complete its initial business combination up to an additional two times at the election of the board of directors for an additional three months each time, for a maximum of two three-month extensions. Effective as of such date, the Company amended its amended and restated certificate of incorporation, as amended, to provide for such extensions. In connection with the stockholders’ vote, holders of 467,396 shares of Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account, representing approximately $4.9 million (approximately $10.58 per share). On July 12, 2023, the board of directors of the Company elected to extend the date by which the Company must complete an initial business combination by three months, from July 14, 2023 to October 14, 2023 (the “Second Extension”). In connection with the first and second month of the Second Extension, GRIID Infrastructure LLC deposited an aggregate of $120,000 ($60,000 per month representing approximately $0.03 per public share) into the Company’s Trust Account for the Company’s public stockholders on behalf of the Company. This deposit is loaned to the Company pursuant to an amended and restated promissory note issued by ADEX to GRIID Infrastructure (the “GRIID Note”) on July 12, 2023. This three-month extension is the first of two three-month extensions permitted under the Company’s governing documents and provides the Company with additional time to complete its initial business combination. Loans may be made under the GRIID Note in an aggregate principal amount of up to $1,800,000. Currently, the outstanding principal amount under the GRIID Note is $1,358,272. Interest will accrue on the outstanding principal amount of the GRIID Note 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. The GRIID Note has a maturity date of the earlier of (i) any determination by the Company’s board of directors to liquidate the Company and (ii) the effective date of the merger involving Griid Holdco LLC and the Company pursuant to the Merger Agreement. The failure to timely repay outstanding amounts under the GRIID Note within five days of the maturity date or the occurrence of certain liquidation and bankruptcy events constitute an event of default under the GRIID Note and could result in acceleration of the Company’s repayment obligations thereunder. On February 7, 2023, the New York Stock Exchange (the “NYSE”) notified the Company that trading in the Company’s Common Stock, Units and warrants had been halted, as the Company no longer satisfied the continued listing standard of the NYSE requiring the Company to maintain an average aggregate global market capitalization attributable to its publicly held shares over a consecutive 30 trading day period of at least $40,000,000. On February 13, 2023, the Company was approved for listing on the NYSE American LLC (the “NYSE American”) and its Common Stock, Units and warrants began trading on the NYSE American on February 16, 2023. The holders of the Founder Shares have agreed to waive liquidation rights with respect to such shares if the Company fails to complete a Business Combination prior to the applicable extension deadline. However, if the Sponsor acquired Public Shares in, or acquires Public Shares after, the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination by the applicable extension deadline. The IPO underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination by the applicable extension deadline and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $100,000 for liquidation expenses, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of June 30, 2023, the Company had approximately $0.1 million in its operating bank account and a working capital deficit of approximately $7.7 million, excluding less than $0.1 million in federal income tax payable that can be paid using the funds derived from the interest income earned on Trust Account. Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and a loan under an unsecured promissory note from the Sponsor of $150,000 (see Note 5). Subsequent to the consummation of the IPO and sale of Private Placement Warrants, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the sale of Private Placement Warrants not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or the Company’s officers and directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans (as defined below) (see Note 5). Going Concern Consideration The Company anticipates that the approximately $0.1 million in its operating bank account as of June 30, 2023 will not be sufficient to allow the Company to operate for at least the next 12 months, assuming that a Business Combination is not consummated during that time. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the issuance date of the condensed consolidated financial statements. Management plans to address this uncertainty through loans from its Sponsor, officers, directors or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Further, management has determined that if the Company is unable to complete a Business Combination within the Combination Period, then the Company will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem all of the Public Shares and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and in accordance with applicable law, dissolve and liquidate. The date for mandatory liquidation and subsequent dissolution as well as the Company’s working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, ADEX Merger Sub, LLC. There has been no intercompany activity since inception. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022. Cash and Securities Held in Trust Account Cash and securities held in Trust Account consist of United States treasury securities. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized or accreted over the life of the related held-to-maturity Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The fair values of cash and promissory note to related party are estimated to approximate the carrying values as of June 30, 2023 and December 31, 2022 due to the short maturities of such instruments. The fair value of the Private Placement Warrants is based on a Monte Carlo valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as Level 3. See Note 6 for additional information on assets and liabilities measured at fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2023 and December 31, 2022, the Company has not experienced losses on this account, and management believes that the Company is not exposed to significant risks on such account. Common Stock Subject to Possible Redemption All of the 27,600,000 shares of common stock sold as part of the Units (see Note 3) contain a redemption feature, which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with a Business Combination or certain amendments to the Company’s amended and restated articles of incorporation. In accordance with ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur upon the IPO and will adjust the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of common stock are recorded as charges against additional paid-in On December 23, 2022, the Company held a special meeting of stockholders in which the stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate its initial Business Combination up to six times at the election of the Company’s board of directors for an additional one month each time (for a maximum of six one-month In connection with the stockholders’ vote at the special meeting of stockholders on December 23, 2022, holders of 25,132,578 shares of Common Stock exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Company’s Trust Account, representing approximately $253.6 million (approximately $10.09 per share). Following such redemptions, the Company had 2,467,422 Public Shares outstanding. In connection with the stockholders’ vote at a special meeting of stockholders held on July 11, 2023, holders of 467,396 shares of common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account, representing approximately $4.9 million (approximately $10.58 per share). Following redemptions, we have 2,000,026 IPO Shares outstanding. Net (Loss) Income Per Share of Common Stock The Company has two categories of shares, which are referred to as redeemable shares of common stock and non-redeemable Three Months Ended Six Months Ended 2023 2022 2023 2022 Redeemable Non- Redeemable Non- Redeemable stock Non- Redeemable Non- Basic and diluted net (loss) income per share Numerator: Allocation of net (loss) income $ (181,054 ) $ (506,306 ) $ 2,150,495 $ 537,624 $ (423,485 ) $ (1,184,251 ) $ 3,124,684 $ 781,171 Denominator: Weighted Average Shares Outstanding including common stock subject to redemption 2,467,422 6,900,000 27,600,000 6,900,000 2,467,422 6,900,000 27,600,000 6,900,000 Basic and diluted net (loss) income per share $ (0.07 ) $ (0.07 ) $ 0.08 $ 0.08 $ (0.17 ) $ (0.17 ) $ 0.11 $ 0.11 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-40, 815-40”).” re-assessed At June 30, 2023 and December 31, 2022, the Company has evaluated both the Public Warrants (as defined below) and Private Placement Warrants under ASC 480 and ASC 815-40. re-measurement re-measurement, Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, “Income Taxes”, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry-forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was (6.55)% and 0.82% for the three months ended June 30, 2023 and 2022, respectively, and (5.08)% and 0.57% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended June 30, 2023 and 2022, due to changes in fair value in warrant liability, nondeductible acquisition expenses, and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Inflation Reduction Act of 2022 The Inflation Reduction Act of 2022, signed into law on August 16, 2022, introduced a new excise tax on repurchases of stock after December 31, 2022 by domestic corporations whose stock is traded on an established securities market. The U.S. Department of the Treasury and the Internal Revenue Services have issued initial guidance on which taxpayers may rely on until proposed regulations are published. The new excise tax is imposed on the repurchasing corporation, not the stockholders whose stock is repurchased. The tax is imposed at a rate of 1% of the fair market value of the stock repurchased during the corporation’s taxable year, reduced by the fair market value of stock issued during the taxable year and any repurchased stock that is statutorily excepted from the excise tax. Because the Company is a Delaware corporation and its common stock is traded on the NYSE American, repurchases of the Company’s stock for cash will be subject to this 1% excise tax, subject to the amount of Common Stock that the Company may issue. The excise tax will be imposed for any taxable year only if the amount of Common Stock repurchased (without regard to the value of stock issued during the year or excepted from the excise tax) exceeds $1 million. Under the initial guidance, the due date for payment of the excise tax for the current taxable year is April 30, 2024. The Company has confirmed that funds in the Trust Account, including the interest earned thereon, shall not be used to pay for any excise tax that may be levied in connection with any redemptions of its Public Shares. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2023 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | NOTE 3. Initial Public Offering Pursuant to the IPO on January 14, 2021, the Company sold 24,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one-half of On January 14, 2021, an aggregate of $10.00 per Unit sold in the IPO was held in the Trust Account and will be held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the 1940 Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 On January 19, 2021, the underwriters exercised the over-allotment option in full to purchase 3,600,000 Units. Following the closing of the IPO on January 14, 2021 and the underwriters’ full exercise of the over-allotment option on January 19, 2021, $276,000,000 was held in the Trust Account. In connection with the stockholders’ vote at the special meeting of stockholders on December 23, 2022, 25,132,578 shares were tendered for redemption. Accordingly, at June 30, 2023, 2,467,422 shares of Common Stock subject to possible redemption is presented at redemption value of $10.72 per share, as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. As of June 30, 2023 and December 31, 2022, common stock subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled in the following table: Common stock subject to possible redemption, December 31, 2022 25,273,823 Add: Remeasurement of carrying value to redemption value 579,858 Common stock subject to possible redemption, March 31, 2023 25,853,681 Add: Remeasurement of carrying value to redemption value 609,241 Common stock subject to possible redemption, June 30, 2023 $ 26,462,922 |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2023 | |
Private Placement [Abstract] | |
Private Placement | Note 4. Private Placement Simultaneously with the closing of the IPO on January 14, 2021, the Sponsor purchased an aggregate of 6,550,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,550,000, in a private placement (the “Private Placement”). On January 19, 2021, the underwriters exercised the over-allotment option in full to purchase 3,600,000 Units. Simultaneously with the closing of the exercise of the overallotment option, the Company completed the private sale of an aggregate of 720,000 Private Placement Warrants to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $720,000. Each Private Placement Warrant will entitle the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. The proceeds from the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. On December 23, 2021, the Company amended the warrant agreement entered into on January 11, 2021 with Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent, to modify certain provisions to conform with applicable disclosure contained in the Company’s final prospectus filed with the SEC on January 13, 2021. Pursuant to the amended Private Placement Warrant agreement, a Private Placement Warrant will not be redeemable by the Company for so long as it is held by its initial purchaser or a permitted transferee of such purchaser. After giving effect to the amended Private Placement Warrant agreement, the Private Placement Warrants qualify for liability classification. The difference in the aggregate fair value of the Private Placement Warrants immediately before and after the modification was recognized as an equity issuance cost and charged to additional paid-in |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5. Related Party Transactions Founder Shares In October 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 5,750,000 shares of the Company’s common stock (the “Founder Shares”). On October 27, 2020, the Sponsor transferred 10,000 Founder Shares to each of the Company’s independent directors and 7,500 Founder Shares to each of the Company’s industry advisors at their original purchase price (the Sponsor, independent directors and industry advisors being defined herein collectively as the “initial stockholders”). On January 11, 2021, the Company effected a stock dividend of 1,150,000 shares with respect to the common stock, resulting in the initial stockholders holding an aggregate of 6,900,000 Founder Shares (up to 900,000 of which are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised). As such, the initial stockholders collectively own 20% of the Company’s issued and outstanding shares of common stock after the IPO. On January 19, 2021, the underwriter exercised its over-allotment option in full; hence, the 900,000 Founder Shares are no longer subject to forfeiture. The Sponsors and the Company’s directors and officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Transactions with Company Officers On April 17, 2021, Griid Holdco LLC, a Delaware limited liability company (“GRIID”), entered into an engagement letter and an incentive unit award agreement (together, the “consulting agreements”) with Deucalion Partners, LLC, an entity affiliated with John D’Agostino, the Company’s Chief Financial Officer. Pursuant to the consulting agreements, GRIID agreed to pay to such entity $400,000 and grant such entity units representing a 0.5% profits interest in GRIID. The cash payment will be due and payable upon the closing of the Merger. The units vested as to one-fourth on Due to Related Parties As of June 30, 2023 and December 31, 2022, one related party paid or is obligated to pay an aggregate of approximately $199,000 and $139,000, respectively, on behalf of the Company to pay for deferred administrative service fees and operating costs. Promissory Note — Related Party On October 23, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Sponsor Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The Sponsor Note was non-interest On August 6, 2021, the Company issued an unsecured promissory note to the Sponsor in connection with a Working Capital Loan (as defined below) made by the Sponsor to the Company pursuant to which the Company may borrow up to $300,000 in the aggregate. On March 12, 2023, the Company issued an amended and restated version of such note to the Sponsor, which increased the maximum aggregate amount of advances and readvances permitted from $300,000 to $1,000,000 (as so amended and restated form, the “Working Capital Note”). The Working Capital Note is non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the initial stockholders, the Sponsor or an affiliate of the Sponsor or the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes, such as the Working Capital Note. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of June 30, 2023 and December 31, 2022, a Working Capital Loan was outstanding in the amount of $502,683 and $300,000 respectively, under the Working Capital Note, as detailed under the heading “Promissory Note – Related Party.” Administrative Service Fee The Company entered into an agreement whereby, commencing on January 11, 2021, the Company has agreed to pay the Sponsor or an affiliate of the Sponsor an amount up to a total of $10,000 per month for office space, utilities, secretarial support and administrative services. During each of the three and six months ended June 30, 2023 and 2022, under such agreement, the Company incurred $30,000 and $60,000, respectively, in total, which is included in due to related party on the accompanying balance sheets. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 6. Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. June 30, 2023 Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs (Level 3) Liabilities: Warrant liability – Private Placement Warrants $ 632,490 $ — $ — $ 632,490 $ 632,490 $ — $ — $ 632,490 December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs (Level 3) Liabilities: Warrant liability – Private Placement Warrants $ 459,236 $ — $ — $ 459,236 $ 459,236 $ — $ — $ 459,236 Cash held in Trust Account As of June 30, 2023 and December 31, 2022, the Company’s Trust Account consisted of approximately $26.3 million and $25.0 million, respectively, in cash. Warrant liability—Private Placement Warrants The estimated fair value of the Private Placement Warrants was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at June 30, 2023 and December 31, 2022: Input June 30, 2023 December 31, 2022 Expected term (years) 0.79 0.91 Expected volatility 6.4 % 8.3 % Risk-free interest rate 5.43 % 4.74 % Stock price $ 10.56 $ 10.11 Dividend yield 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 The following table sets forth a summary of the changes in the Level 3 fair value classification: Warrant Liability Fair value as of December 31, 2021 $ 5,044,441 Change in fair value (1,747,419 ) Fair value as of March 31, 2022 3,297,022 Change in fair value (2,923,321 ) Fair value as of June 30, 2022 $ 373,701 Fair value as of December 31, 2022 $ 459,236 Change in fair value 151,444 Fair value as of March 31, 2023 610,680 Change in fair value 21,810 Fair value as of June 30, 2023 $ 632,490 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7. Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed on January 11, 2021, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the IPO, or $5,520,000 in the aggregate. In addition, the underwriters were originally entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, or $9,660,000. On December 6, 2022, the Company and EarlyBirdCapital, Inc. (“EarlyBird”) entered into an amendment (the “Amendment”) to the Underwriting Agreement. Among other things, the amendment reduced the amount of the deferred underwriting commission payable to EarlyBird to $6,762,000, which amount, together with reimbursement of EarlyBird’s legal expenses in an amount not to exceed $150,000 (the “Expense Reimbursement”), will be payable as follows: (i) upon the closing of the Company’s initial business combination, in an amount equal to the lesser of (A) $3,381,000 plus the Expense Reimbursement and (B) the balance of the Company’s Trust Account, after all amounts payable in connection with stockholder redemptions have been so paid and (ii) the remainder pursuant to a convertible promissory note (the “EarlyBird Note”) to be made by the surviving company of the Company’s initial business combination upon the consummation of the Company’s initial business combination. As of June 30, 2023, no amount in Expense Reimbursement has been incurred. If the Company does not consummate an initial business combination, no deferred underwriting commission will be payable to EarlyBird. The Amendment also provides customary registration rights to EarlyBird for the shares of common stock of the maker issuable upon conversion of the EarlyBird Note. As a result, the Company recognized $2,898,000 to additional paid-in Merger Agreement On November 29, 2021, the Company entered into an agreement and plan of merger (the “Initial Merger Agreement”) by and among the Company, ADEX Merger Sub, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of the Company (“Merger Sub”), and GRIID. On December 23, 2021, October 17, 2022, and February 8, 2023, the parties to the Initial Merger Agreement amended the Initial Merger Agreement (as so amended, the “Merger Agreement”). Pursuant to the Merger Agreement, at the closing of the Merger (the “Closing”), the limited liability company membership interests of Merger Sub will be converted into an equivalent limited liability company membership interest in GRIID, and each limited liability company membership unit of GRIID that is issued and outstanding immediately prior to the effective time of the Merger will automatically be converted into and become the right to receive such unit’s proportionate share, as determined in accordance with the Merger Agreement, of 58,500,000 shares of the Company’s Common Stock. Vendor Agreements On August 17, 2021, the Company entered into a master services agreement (the “Evolve Agreement”) with Evolve Security, LLC (“Evolve”) for cybersecurity due diligence services related to the Merger. Under the Evolve Agreement, the Company paid Evolve $55,000. On August 17, 2021, the Company entered into an engagement letter (the “Edelstein Letter”) with Edelstein & Company, LLP (“Edelstein”) for accounting due diligence services related to the Merger. Under the Edelstein Letter, Edelstein estimated its fees payable by the Company to be $16,000. On August 17, 2021, the Company entered into an engagement letter (the “Lincoln Letter”) with Lincoln International LLC (“Lincoln”) for fairness opinion services related to the Merger. Under the Lincoln Letter, Lincoln will be entitled to receive a contingent fee in the amount of $500,000 plus expenses upon the consummation of the Merger. On August 18, 2021, the Company entered into a consulting agreement (the “Consulting Agreement”) with Arthur D. Little LLC (“ADL”) for technical and commercial due diligence services related to the Merger. Under the Consulting Agreement, ADL will receive a contingent fee in the amount of $250,000 plus expenses upon the consummation of the Merger. On September 13, 2021, the Company entered into an engagement letter (the “M&A Engagement Letter”) with Wells Fargo Securities, LLC (“Wells”), pursuant to which Wells would serve as financial advisor in connection with contemplated acquisitions made by the Company. Under the M&A Engagement Letter, Wells would receive $1,000,000 upon the consummation of a Business Combination, which amount would be offset against any amounts to which Wells is entitled under the Capital Markets Engagement Letter (as defined below), and would be entitled to 30% of any break-up On September 14, 2021, the Company entered into engagement letters relating to a private investment in public equity (“PIPE”) financing (the “PIPE Engagement Letter”) and capital markets advisory services (the “Capital Markets Engagement Letter”), each with Wells. Under the PIPE Engagement Letter, Wells would receive a contingent fee equal to 4% of the gross proceeds of securities sold in the PIPE plus expenses. The Company will be obligated to pay an additional $1,500,000 if the gross proceeds of securities sold in a PIPE is above $100,000,000. Under the Capital Markets Engagement Letter, Wells would receive $3,500,000 upon the consummation of a Business Combination. On May 26, 2022, Wells resigned from its role as capital markets advisor and lead placement agent and waived all rights to any fees and compensation in connection with such roles. Share Purchase Agreement On September 9, 2022, the Company and GRIID entered into a share purchase agreement (the “Share Purchase Agreement”) with GEM Global Yield LLC SCS (the “Purchaser”) and GEM Yield Bahamas Limited (“GYBL”) relating to a share subscription facility. Pursuant to the Share Purchase Agreement, following the consummation of the Merger, subject to certain conditions and limitations set forth in the Share Purchase Agreement, the Company shall have the right, but not the obligation, from time to time at its option, to issue and sell to the Purchaser up to $200.0 million of the Company’s shares of common stock (the “Shares”). Upon the initial satisfaction of the conditions to the Purchaser’s obligation to purchase Shares set forth in the Share Purchase Agreement, the Company will have the right, but not the obligation, from time to time at its sole discretion during the 36-month ness Combina Blockchain Settlement and Release Agreement On October 9, 2022, the Company entered into a settlement and release agreement with GRIID and its affiliates and Blockchain and certain of its affiliates (the “Blockchain Settlement and Release Agreement”), pursuant to which Blockchain waived any potential defaults under the Third Amended and Restated Credit Agreement between GRIID and Blockchain, dated November 19, 2021 (the “Prior Credit Agreement”) and the parties agreed to release each other from any claims related to the Prior Credit Agreement. |
Stockholder's Deficit
Stockholder's Deficit | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders Equity Note [Abstract] | |
Stockholder's Deficit | Note 8. Stockholders’ Deficit Preferred Stock Common Stock Public Warrants The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of common stock upon exercise of a warrant unless common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. If the Company’s common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to maintain in effect a registration statement, but it will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), for any 20 trading days within a 30 trading day period commencing once the warrants become exercisable and ending commencing once the warrants become exercisable and ending three business days If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Company has established the last of the redemption criteria discussed above to prevent a redemption call unless there is, at the time of the call, a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the common stock may fall below the $18.00 redemption trigger price as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. If the Company calls the warrants for redemption as described above, management will have the option to require any holder that wishes to exercise its warrant including the holders (other than the original holders) of the Private Placement Warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of common stock issuable upon the exercise of the warrants. If management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of common stock to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. If the Company calls the warrants for redemption and management does not take advantage of this option, the holders of the Private Placement Warrants and their permitted transferees would still be entitled to exercise their Private Placement Warrants for cash or on a cashless basis, using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances, including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 10 trading day period starting on the trading day prior the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $ 9.20 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events other than noted below that would have required adjustment or disclosure in the condensed consolidated financial statements. On July 11, 2023, the Company obtained stockholder approval to allow the Company to further extend the time by which it must complete its initial business combination up to an additional two times at the election of the board of directors for an additional three months each time, for a maximum of two three-month extensions. Effective as of such date, the Company amended its amended and restated certificate of incorporation, as amended, to provide for such extensions. In connection with the stockholders’ vote, holders of 467,396 shares of Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account, representing approximately $4.9 million (approximately $10.58 per share). On July 12, 2023, the board of directors of the Company elected to extend the date by which the Company must complete an initial business combination by three months, from July 14, 2023 to October 14, 2023. In connection with the first and second month of the Second Extension, GRIID Infrastructure LLC deposited an aggregate of $120,000 ($60,000 per month representing approximately $0.03 per public share) into the Company’s Trust Account for the Company’s public stockholders on behalf of the Company. This deposit is loaned to the Company pursuant to the GRIID Note. This three-month extension is the first of two three-month extensions permitted under the Company’s governing documents and provides the Company with additional time to complete its initial business combination. Loans may be made under the GRIID Note in an aggregate principal amount of up to $1,800,000. Currently, the outstanding principal amount under the GRIID Note is $1,358,272. Interest will accrue on the outstanding principal amount of the GRIID Note 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. The GRIID Note has a maturity date of the earlier of (i) any determination by the Company’s board of directors to liquidate the Company and (ii) the effective date of the merger involving Griid Holdco LLC and the Company pursuant to the Merger Agreement. The failure to timely repay outstanding amounts under the GRIID Note within five days of the maturity date or the occurrence of certain liquidation and bankruptcy events constitute an event of default under the GRIID Note and could result in acceleration of the Company’s repayment obligations thereunder. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, ADEX Merger Sub, LLC. There has been no intercompany activity since inception. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022. |
Cash and Securities Held in Trust Account | Cash and Securities Held in Trust Account Cash and securities held in Trust Account consist of United States treasury securities. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized or accreted over the life of the related held-to-maturity |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The fair values of cash and promissory note to related party are estimated to approximate the carrying values as of June 30, 2023 and December 31, 2022 due to the short maturities of such instruments. The fair value of the Private Placement Warrants is based on a Monte Carlo valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as Level 3. See Note 6 for additional information on assets and liabilities measured at fair value. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2023 and December 31, 2022, the Company has not experienced losses on this account, and management believes that the Company is not exposed to significant risks on such account. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption All of the 27,600,000 shares of common stock sold as part of the Units (see Note 3) contain a redemption feature, which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with a Business Combination or certain amendments to the Company’s amended and restated articles of incorporation. In accordance with ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur upon the IPO and will adjust the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of common stock are recorded as charges against additional paid-in On December 23, 2022, the Company held a special meeting of stockholders in which the stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate its initial Business Combination up to six times at the election of the Company’s board of directors for an additional one month each time (for a maximum of six one-month In connection with the stockholders’ vote at the special meeting of stockholders on December 23, 2022, holders of 25,132,578 shares of Common Stock exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Company’s Trust Account, representing approximately $253.6 million (approximately $10.09 per share). Following such redemptions, the Company had 2,467,422 Public Shares outstanding. In connection with the stockholders’ vote at a special meeting of stockholders held on July 11, 2023, holders of 467,396 shares of common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account, representing approximately $4.9 million (approximately $10.58 per share). Following redemptions, we have 2,000,026 IPO Shares outstanding. |
Net (Loss) Income Per Share of Common Stock | Net (Loss) Income Per Share of Common Stock The Company has two categories of shares, which are referred to as redeemable shares of common stock and non-redeemable Three Months Ended Six Months Ended 2023 2022 2023 2022 Redeemable Non- Redeemable Non- Redeemable stock Non- Redeemable Non- Basic and diluted net (loss) income per share Numerator: Allocation of net (loss) income $ (181,054 ) $ (506,306 ) $ 2,150,495 $ 537,624 $ (423,485 ) $ (1,184,251 ) $ 3,124,684 $ 781,171 Denominator: Weighted Average Shares Outstanding including common stock subject to redemption 2,467,422 6,900,000 27,600,000 6,900,000 2,467,422 6,900,000 27,600,000 6,900,000 Basic and diluted net (loss) income per share $ (0.07 ) $ (0.07 ) $ 0.08 $ 0.08 $ (0.17 ) $ (0.17 ) $ 0.11 $ 0.11 |
Offering Costs Associated with Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-40, 815-40”).” re-assessed At June 30, 2023 and December 31, 2022, the Company has evaluated both the Public Warrants (as defined below) and Private Placement Warrants under ASC 480 and ASC 815-40. re-measurement re-measurement, |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, “Income Taxes”, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry-forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was (6.55)% and 0.82% for the three months ended June 30, 2023 and 2022, respectively, and (5.08)% and 0.57% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended June 30, 2023 and 2022, due to changes in fair value in warrant liability, nondeductible acquisition expenses, and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Inflation Reduction Act of 2022 The Inflation Reduction Act of 2022, signed into law on August 16, 2022, introduced a new excise tax on repurchases of stock after December 31, 2022 by domestic corporations whose stock is traded on an established securities market. The U.S. Department of the Treasury and the Internal Revenue Services have issued initial guidance on which taxpayers may rely on until proposed regulations are published. The new excise tax is imposed on the repurchasing corporation, not the stockholders whose stock is repurchased. The tax is imposed at a rate of 1% of the fair market value of the stock repurchased during the corporation’s taxable year, reduced by the fair market value of stock issued during the taxable year and any repurchased stock that is statutorily excepted from the excise tax. Because the Company is a Delaware corporation and its common stock is traded on the NYSE American, repurchases of the Company’s stock for cash will be subject to this 1% excise tax, subject to the amount of Common Stock that the Company may issue. The excise tax will be imposed for any taxable year only if the amount of Common Stock repurchased (without regard to the value of stock issued during the year or excepted from the excise tax) exceeds $1 million. Under the initial guidance, the due date for payment of the excise tax for the current taxable year is April 30, 2024. The Company has confirmed that funds in the Trust Account, including the interest earned thereon, shall not be used to pay for any excise tax that may be levied in connection with any redemptions of its Public Shares. |
Recent Accounting Pronouncements | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Net (Loss) Income Per Share of Common Stock | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each category for the three and six months ended June 30, 2023 and 2022: Three Months Ended Six Months Ended 2023 2022 2023 2022 Redeemable Non- Redeemable Non- Redeemable stock Non- Redeemable Non- Basic and diluted net (loss) income per share Numerator: Allocation of net (loss) income $ (181,054 ) $ (506,306 ) $ 2,150,495 $ 537,624 $ (423,485 ) $ (1,184,251 ) $ 3,124,684 $ 781,171 Denominator: Weighted Average Shares Outstanding including common stock subject to redemption 2,467,422 6,900,000 27,600,000 6,900,000 2,467,422 6,900,000 27,600,000 6,900,000 Basic and diluted net (loss) income per share $ (0.07 ) $ (0.07 ) $ 0.08 $ 0.08 $ (0.17 ) $ (0.17 ) $ 0.11 $ 0.11 |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Initial Public Offering [Abstract] | |
Schedule of Common Stock Subject to Possible Redemption | As of June 30, 2023 and December 31, 2022, common stock subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled in the following table: Common stock subject to possible redemption, December 31, 2022 25,273,823 Add: Remeasurement of carrying value to redemption value 579,858 Common stock subject to possible redemption, March 31, 2023 25,853,681 Add: Remeasurement of carrying value to redemption value 609,241 Common stock subject to possible redemption, June 30, 2023 $ 26,462,922 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. June 30, 2023 Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs (Level 3) Liabilities: Warrant liability – Private Placement Warrants $ 632,490 $ — $ — $ 632,490 $ 632,490 $ — $ — $ 632,490 December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs (Level 3) Liabilities: Warrant liability – Private Placement Warrants $ 459,236 $ — $ — $ 459,236 $ 459,236 $ — $ — $ 459,236 |
Schedule of Key Inputs into Monte Carlo Simulation Model for Warrants | The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at June 30, 2023 and December 31, 2022: Input June 30, 2023 December 31, 2022 Expected term (years) 0.79 0.91 Expected volatility 6.4 % 8.3 % Risk-free interest rate 5.43 % 4.74 % Stock price $ 10.56 $ 10.11 Dividend yield 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 |
Summary of Changes in Fair Value | The following table sets forth a summary of the changes in the Level 3 fair value classification: Warrant Liability Fair value as of December 31, 2021 $ 5,044,441 Change in fair value (1,747,419 ) Fair value as of March 31, 2022 3,297,022 Change in fair value (2,923,321 ) Fair value as of June 30, 2022 $ 373,701 Fair value as of December 31, 2022 $ 459,236 Change in fair value 151,444 Fair value as of March 31, 2023 610,680 Change in fair value 21,810 Fair value as of June 30, 2023 $ 632,490 |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Details) | 1 Months Ended | 6 Months Ended | ||||||||||
Jul. 12, 2023 USD ($) Extension $ / shares | Jul. 11, 2023 USD ($) $ / shares shares | Feb. 07, 2023 shares | Dec. 23, 2022 USD ($) Day $ / shares shares | Jan. 19, 2021 USD ($) $ / shares shares | Jan. 14, 2021 USD ($) $ / shares shares | Oct. 31, 2020 USD ($) | Jul. 14, 2023 USD ($) Extension $ / shares | Jun. 30, 2023 USD ($) Subsidiary Day $ / shares | Jan. 12, 2023 USD ($) | Dec. 31, 2022 $ / shares | Dec. 31, 2020 USD ($) | |
Organization And Basis Of Operations [Line Items] | ||||||||||||
Proceeds from related party debt | $ 202,683 | |||||||||||
Number of private placement warrants sold | shares | 720,000 | 6,550,000 | ||||||||||
Sale price per private placement warrant | $ / shares | $ 1 | $ 1 | ||||||||||
Proceeds from private placement | $ 720,000 | $ 6,550,000 | ||||||||||
Period of underwriters option to purchase units | 45 days | |||||||||||
Deferred underwriting fees | $ 720,000 | |||||||||||
Transaction costs | 13,836,086 | |||||||||||
Underwriting discount | 4,800,000 | |||||||||||
Deferred underwriting discounts and commissions | 8,400,000 | |||||||||||
Other offering costs | $ 636,086 | |||||||||||
Net proceeds placed in Trust Account | $ 276,000,000 | |||||||||||
Anticipated stock redemption price per share | $ / shares | $ 10 | |||||||||||
Minimum net intangible assets required for business combination | $ 5,000,001 | |||||||||||
Restriction on redeeming shares in case of stockholder approval of business combination | 15% | |||||||||||
Business combination incomplete, percentage of stock redemption | 100% | |||||||||||
Business combination, completion date of acquisition | Jan. 14, 2024 | |||||||||||
Number of business days | Day | 10 | 10 | ||||||||||
Common stock, shares redeemed | shares | 25,132,578 | |||||||||||
Common stock, redemption value | $ 253,600,000 | |||||||||||
Temporary equity redemption price per share | $ / shares | $ 10.09 | $ 10.72 | $ 10.24 | |||||||||
Operating bank account balance | $ 100,000 | |||||||||||
Working capital | 7,700,000 | |||||||||||
Federal income tax payable | 100,000 | |||||||||||
Maximum | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Underwriters option to purchase additional units | shares | 3,600,000 | |||||||||||
Guarantor obligation expenses, liquidation proceeds amount | $ 100,000 | |||||||||||
Minimum [Member] | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Average aggregate global market capitalization | shares | 40,000,000 | |||||||||||
IPO | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Sale of Units, net of underwriting discount and offering expenses, shares | shares | 24,000,000 | |||||||||||
Shares issued price per share | $ / shares | $ 10 | $ 10 | ||||||||||
Gross proceeds from issuance of initial public offering | $ 240,000,000 | |||||||||||
Transaction costs | $ 15,800,000 | |||||||||||
Underwriting discount | 5,500,000 | |||||||||||
Deferred underwriting discounts and commissions | 9,700,000 | |||||||||||
Other offering costs | $ 700,000 | |||||||||||
Over-allotment Option | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Sale of Units, net of underwriting discount and offering expenses, shares | shares | 3,600,000 | |||||||||||
Aggregate gross proceeds from exercise of underwriters over allotment option | $ 36,000,000 | |||||||||||
Net proceeds placed in Trust Account | $ 276,000,000 | |||||||||||
Initial Public Offering, Over Allotment and Private Placement | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Shares issued price per share | $ / shares | $ 10 | |||||||||||
ADEX Merger Sub, LLC | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Number of subsidiary | Subsidiary | 1 | |||||||||||
Date of incorporation | Nov. 24, 2021 | |||||||||||
Promissory Note | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Outstanding principal amount | $ 1,358,272 | |||||||||||
Promissory Note | Maximum | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Aggregate principal amount | $ 1,800,000 | |||||||||||
Scenario Forecast | GRIID Infrastructure LLC | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Aggregate deposit amount | $ 888,272 | |||||||||||
Aggregate deposits amount per share | $ / shares | $ 0.06 | |||||||||||
Number of extensions | Extension | 2 | |||||||||||
Extensions term | 3 months | 1 month | ||||||||||
Related Party [Member] | Founder Shares | Sponsor | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Related party offering costs | $ 25,000 | |||||||||||
Related Party [Member] | Promissory Note | Sponsor | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Promissory note - related party | $ 150,000 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Temporary equity redemption price per share | $ / shares | $ 10.58 | |||||||||||
Subsequent Event [Member] | GRIID Infrastructure LLC | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Number of extensions | Extension | 6 | |||||||||||
Aggregate principal amount | $ 1,800,000 | |||||||||||
Outstanding principal amount | $ 1,358,272 | |||||||||||
Subsequent Event [Member] | Second Extension [Member] | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Date by which business combination shall be consumated after extension one | Jul. 14, 2023 | |||||||||||
Date by which business combination shall be consumated after extension two | Oct. 14, 2023 | |||||||||||
Payment to acquire restricted investments | $ 120,000 | |||||||||||
Payment per share to acquire restricted investments | $ / shares | $ 0.03 | |||||||||||
Subsequent Event [Member] | Second Extension [Member] | ADEXG R I I D Infrastructure L L C | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Payment to acquire restricted investments | $ 120,000 | |||||||||||
Proceeds from related party debt | 120,000 | |||||||||||
Subsequent Event [Member] | Second Extension [Member] | GRIID Infrastructure LLC | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Proceeds from related party debt | 120,000 | |||||||||||
Subsequent Event [Member] | Second Extension [Member] | Tranche One [Member] | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Payment to acquire restricted investments | 60,000 | |||||||||||
Subsequent Event [Member] | Second Extension [Member] | Tranche Two [Member] | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Payment to acquire restricted investments | $ 60,000 | |||||||||||
Subsequent Event [Member] | Common Class A [Member] | ||||||||||||
Organization And Basis Of Operations [Line Items] | ||||||||||||
Temporary equity stock shares redeemed during the period shares | shares | 467,396 | |||||||||||
Temporary equity stock shares redeemed during the period value | $ 4,900,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jul. 11, 2023 USD ($) $ / shares shares | Dec. 23, 2022 USD ($) Day $ / shares shares | Aug. 16, 2022 USD ($) | Jan. 14, 2021 USD ($) | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 | Jun. 30, 2023 USD ($) Day $ / shares shares | Jun. 30, 2022 | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 shares | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | |||||||
Federal deposit insurance coverage | $ 250,000 | $ 250,000 | ||||||||
Temporary equity shares outstanding | shares | 2,467,422 | 2,467,422 | 2,467,422 | 2,467,422 | 27,600,000 | |||||
Number of additional extension month for initial business combination | 1 month | |||||||||
Number of maximum extension month for initial business combination | 6 months | |||||||||
Number of business days | Day | 10 | 10 | ||||||||
Common stock, shares redeemed | shares | 25,132,578 | |||||||||
Common stock, redemption value | $ 253,600,000 | |||||||||
Temporary equity redemption price per share | $ / shares | $ 10.09 | $ 10.72 | $ 10.72 | $ 10.24 | ||||||
Deferred offering costs | $ 13,836,086 | |||||||||
Underwriting discount | 4,800,000 | |||||||||
Deferred underwriting discounts and commissions | 8,400,000 | |||||||||
Other offering costs | $ 636,086 | |||||||||
Effective income tax rate | 6.55% | 0.82% | 5.08% | 0.57% | ||||||
Effective income tax rate from the statutory tax rate | 21% | 21% | ||||||||
US federal excise tax on repurchase of stock rate | 1% | |||||||||
Minimum [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Excise tax imposed only if amount of common stock repurchased exceeds | $ 1,000,000 | |||||||||
IPO [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Deferred offering costs | $ 15,800,000 | $ 15,800,000 | ||||||||
Underwriting discount | 5,500,000 | |||||||||
Deferred underwriting discounts and commissions | $ 9,700,000 | 9,700,000 | ||||||||
Other offering costs | $ 700,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Temporary equity shares outstanding | shares | 2,000,026 | |||||||||
Temporary equity redemption price per share | $ / shares | $ 10.58 | |||||||||
Subsequent Event [Member] | Common Class A [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Temporary equity stock shares redeemed during the period shares | shares | 467,396 | |||||||||
Temporary equity stock shares redeemed during the period value | $ 4,900,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Net (Loss) Income Per Share of Common Stock (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||
Allocation of net (loss)income Redeemable | $ (181,054) | $ 2,150,495 | $ (423,485) | $ 3,124,684 |
Allocation of net (loss) income Non-Redeemable | $ (506,306) | $ 537,624 | $ (1,184,251) | $ 781,171 |
Denominator: | ||||
Weighted Average Shares Outstanding including common stock subject to redemption Redeemable, Basic | 2,467,422 | 27,600,000 | 2,467,422 | 27,600,000 |
Weighted Average Shares Outstanding including common stock subject to redemption Redeemable, Diluted | 2,467,422 | 27,600,000 | 2,467,422 | 27,600,000 |
Basic net (loss) income per share, Redeemable | $ (0.07) | $ 0.08 | $ (0.17) | $ 0.11 |
Diluted net income (loss) per ordinary share, Redeemable | $ (0.07) | $ 0.08 | $ (0.17) | $ 0.11 |
Weighted Average Shares Outstanding including common stock subject to redemption Non-Redeemable, Basic | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 |
Weighted Average Shares Outstanding including common stock subject to redemption Non-Redeemable, Diluted | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 |
Basic net (loss) income per share, Non-Redeemable | $ (0.07) | $ 0.08 | $ (0.17) | $ 0.11 |
Diluted net income (loss) per ordinary share, Non-Redeemable | $ (0.07) | $ 0.08 | $ (0.17) | $ 0.11 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | 6 Months Ended | |||||
Jan. 19, 2021 | Jan. 14, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 23, 2022 | Dec. 31, 2021 | |
Initial Public Offering Line Items | ||||||
Common stock price per share | $ 12 | |||||
Net proceeds placed in Trust Account | $ 276,000,000 | |||||
Common stock, shares redeemed | 25,132,578 | |||||
Common stock, shares redemption | 2,467,422 | 2,467,422 | 2,467,422 | 27,600,000 | ||
Common stock, shares redemption par value | $ 10.72 | $ 10.24 | $ 10.09 | |||
Public Warrants Member | ||||||
Initial Public Offering Line Items | ||||||
Sale of Units, net of underwriting discount and offering expenses, shares | 24,000,000 | |||||
Shares issued price per share | $ 10 | |||||
Common stock price per share | $ 11.5 | |||||
Description of conversion feature | Pursuant to the IPO on January 14, 2021, the Company sold 24,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one-half of one warrant to purchase one share of common stock (“Public Warrant”). | |||||
IPOMember | ||||||
Initial Public Offering Line Items | ||||||
Sale of Units, net of underwriting discount and offering expenses, shares | 24,000,000 | |||||
Shares issued price per share | $ 10 | $ 10 | ||||
Common stock price per share | $ 11.5 | |||||
Over Allotment Option Member | ||||||
Initial Public Offering Line Items | ||||||
Sale of Units, net of underwriting discount and offering expenses, shares | 3,600,000 | |||||
Net proceeds placed in Trust Account | $ 276,000,000 |
Initial Public Offering - Sched
Initial Public Offering - Schedule of Common Stock Subject to Possible Redemption (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | |
Initial Public Offering [Abstract] | ||
Common stock subject to possible redemption, Beginning balance | $ 25,853,681 | $ 25,273,823 |
Remeasurement of carrying value to redemption value | 609,241 | 579,858 |
Common stock subject to possible redemption, Ending Balance | $ 26,462,922 | $ 25,853,681 |
Private Placement- Additional I
Private Placement- Additional Information (Details) - USD ($) | Jan. 19, 2021 | Jan. 14, 2021 | Jun. 30, 2023 |
Private Placement Line Items | |||
Sale of private placement warrants | 720,000 | 6,550,000 | |
Cost of per private placement warrant | $ 1 | $ 1 | |
Proceeds from issuance of private placement | $ 720,000 | $ 6,550,000 | |
Common stock price per share | $ 12 | ||
Over Allotment Option Member | |||
Private Placement Line Items | |||
Underwriters exercise of over-allotment option | 3,600,000 | ||
IPOMember | |||
Private Placement Line Items | |||
Underwriters exercise of over-allotment option | 24,000,000 | ||
Common stock price per share | $ 11.5 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Jul. 28, 2021 | Apr. 17, 2021 | Jan. 11, 2021 | Oct. 27, 2020 | Oct. 23, 2020 | Oct. 31, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Mar. 12, 2023 | Aug. 06, 2021 | Dec. 31, 2020 | |
Related Party Transaction Line Items | ||||||||||||||
Share holding period upon closing of business combination | 1 year | |||||||||||||
Common stock price per share | $ 12 | $ 12 | ||||||||||||
Number of trading days | 30 days | |||||||||||||
Number of consecutive trading days | 20 days | |||||||||||||
Minimum share holding period upon closing of business combination | 150 days | |||||||||||||
Units profit interest percentage | 0.50% | |||||||||||||
Related party transaction, description | The cash payment will be due and payable upon the closing of the Merger. | |||||||||||||
Related party transaction, vesting description | The units vested as to one-fourth on April 16, 2022, and have vested and will continue to vest 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 the consummation of a merger with a special purpose acquisition company, qualified initial public offering, or other change of control transaction. | |||||||||||||
Related party transaction for deferred administrative service fees and operating costs | $ 199,000 | $ 139,000 | ||||||||||||
Working Capital Note Member | ||||||||||||||
Related Party Transaction Line Items | ||||||||||||||
Exercise price per warrant | $ 1 | $ 1 | ||||||||||||
Working capital loans outstanding | 300,000 | |||||||||||||
Maximum Member | Working Capital Note Member | ||||||||||||||
Related Party Transaction Line Items | ||||||||||||||
Warrants issuable on notes conversion upon completion of business combination | $ 2,000,000 | $ 2,000,000 | ||||||||||||
Adit Ed Tech Sponsor Limited Liability Company Member | ||||||||||||||
Related Party Transaction Line Items | ||||||||||||||
Related party transaction, total cost incurred under agreement | 30,000 | $ 60,000 | $ 30,000 | $ 60,000 | ||||||||||
Adit Ed Tech Sponsor Limited Liability Company Member | Sponsor Note Member | ||||||||||||||
Related Party Transaction Line Items | ||||||||||||||
Aggregate principal amount | $ 150,000 | |||||||||||||
Debt instrument, payment terms | The Sponsor Note was non-interest bearing and payable on the earlier of (i) June 30, 2021, (ii) the consummation of the IPO, (iii) the abandonment of the IPO and (iv) an Event of Default (as defined in the Sponsor Note). | |||||||||||||
Debt instrument, maturity date | Jun. 30, 2021 | |||||||||||||
Repayments to sponsor | $ 150,000 | |||||||||||||
Adit Ed Tech Sponsor Limited Liability Company Member | Working Capital Note Member | ||||||||||||||
Related Party Transaction Line Items | ||||||||||||||
Aggregate principal amount | $ 300,000 | |||||||||||||
Exercise price per warrant | $ 1 | |||||||||||||
Due to related party company borrowed under working capital note | 502,683 | $ 502,683 | 300,000 | |||||||||||
Adit Ed Tech Sponsor Limited Liability Company Member | Maximum Member | Working Capital Note Member | ||||||||||||||
Related Party Transaction Line Items | ||||||||||||||
Aggregate principal amount | $ 1,000,000 | |||||||||||||
Related Party [Member] | ||||||||||||||
Related Party Transaction Line Items | ||||||||||||||
Payable to related parties | $ 400,000 | |||||||||||||
Related Party [Member] | Adit Ed Tech Sponsor Limited Liability Company Member | Sponsor Note Member | ||||||||||||||
Related Party Transaction Line Items | ||||||||||||||
Promissory note - related party | $ 0 | $ 0 | $ 0 | $ 150,000 | ||||||||||
Related Party [Member] | Adit Ed Tech Sponsor Limited Liability Company Member | Maximum Member | ||||||||||||||
Related Party Transaction Line Items | ||||||||||||||
Related party transaction, administrative service fee per month | $ 10,000 | |||||||||||||
Founder Shares Member | ||||||||||||||
Related Party Transaction Line Items | ||||||||||||||
Issuance of common stock, shares | 6,900,000 | |||||||||||||
Common stock dividend, shares | 1,150,000 | |||||||||||||
Ownership percentage of initial stockholders | 20% | |||||||||||||
Common stock, shares not subject to forfeiture | 900,000 | |||||||||||||
Founder Shares Member | Adit Ed Tech Sponsor Limited Liability Company Member | ||||||||||||||
Related Party Transaction Line Items | ||||||||||||||
Issuance of common stock, shares | 5,750,000 | |||||||||||||
Founder Shares Member | Director Member | ||||||||||||||
Related Party Transaction Line Items | ||||||||||||||
Issuance of common stock, shares | 10,000 | |||||||||||||
Founder Shares Member | Industry Advisors Member | ||||||||||||||
Related Party Transaction Line Items | ||||||||||||||
Issuance of common stock, shares | 7,500 | |||||||||||||
Founder Shares Member | Advisor Member | Maximum Member | ||||||||||||||
Related Party Transaction Line Items | ||||||||||||||
Common stock, shares subject to forfeiture | 900,000 | |||||||||||||
Founder Shares Member | Related Party [Member] | Adit Ed Tech Sponsor Limited Liability Company Member | ||||||||||||||
Related Party Transaction Line Items | ||||||||||||||
Related party offering costs | $ 25,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Recurring [Member] - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Liabilities, fair value | $ 632,490 | $ 459,236 |
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Liabilities: | ||
Liabilities, fair value | 632,490 | 459,236 |
Warrant liability - Private Placement Warrants [Member] | ||
Liabilities: | ||
Liabilities, fair value | 632,490 | 459,236 |
Warrant liability - Private Placement Warrants [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | ||
Liabilities: | ||
Liabilities, fair value | $ 632,490 | $ 459,236 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Cash And Securities Held In Trust Account [Line Items] | ||
Cash held in trust account | $ 26,328,395 | $ 25,041,388 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Key Inputs into Monte Carlo Simulation Model for Warrants (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Expected term (years) | 9 months 14 days | 10 months 28 days |
Expected volatility | 6.40% | 8.30% |
Risk-free interest rate | 5.43% | 4.74% |
Stock price | $ 10.56 | $ 10.11 |
Dividend yield | 0% | 0% |
Exercise price | $ 11.5 | $ 11.5 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value (Details) - Level 3 - USD ($) | 3 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||
Fair value | $ 610,680 | $ 459,236 | $ 3,297,022 | $ 5,044,441 |
Change in fair value | 21,810 | 151,444 | (2,923,321) | (1,747,419) |
Fair value | $ 632,490 | $ 610,680 | $ 373,701 | $ 3,297,022 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 6 Months Ended | ||||||||||
Dec. 06, 2022 | Sep. 09, 2022 | Nov. 29, 2021 | Sep. 14, 2021 | Sep. 13, 2021 | Aug. 17, 2021 | Jan. 19, 2021 | Jan. 14, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Aug. 18, 2021 | |
Commitments And Contingencies [Line Items] | |||||||||||
Registration rights agreement date | Jan. 11, 2021 | ||||||||||
Registration rights agreement term | The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed on January 11, 2021, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. | ||||||||||
Deferred underwriting fees | $ 720,000 | ||||||||||
Deferred underwriting payable | $ 6,762,000 | $ 6,762,000 | |||||||||
Contingent fee upon consummation of merger | $ 500,000 | $ 250,000 | |||||||||
Wells | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Contingent fee upon consummation of merger | $ 3,500,000 | $ 1,000,000 | |||||||||
Percentage of break up fee upon termination of business combination agreement | 30% | ||||||||||
Percentage of contingent fee | 4% | ||||||||||
Additional contingent fee upon consummation of merger | $ 1,500,000 | ||||||||||
Gross proceeds of securities sold in PIPE | $ 100,000,000 | ||||||||||
IPO | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Gross proceeds from issuance of initial public offering | $ 240,000,000 | ||||||||||
GRIID | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Business acquisition, number of shares issued | 58,500,000 | ||||||||||
Underwriting Agreement | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Deferred underwriting payable | 6,762,000 | $ 6,762,000 | |||||||||
Deferred underwriting commissions charged to additional paid-in capital | 2,898,000 | ||||||||||
Underwriting Agreement | Early Bird Capital, Inc | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Deferred underwriting payable | $ 6,762,000 | ||||||||||
legal expenses reimbursement | $ 0 | ||||||||||
Initial business combination expense reimbursement | 3,381,000 | ||||||||||
Underwriting Agreement | IPO | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Underwriting discount paid in cash on gross proceeds of IPO percentage | 2% | ||||||||||
Gross proceeds from issuance of initial public offering | $ 5,520,000 | ||||||||||
Deferred fee on gross proceeds of IPO percentage | 3.50% | ||||||||||
Deferred underwriting fees | $ 9,660,000 | ||||||||||
Underwriting Agreement | Maximum | Early Bird Capital, Inc | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
legal expenses reimbursement | $ 150,000 | ||||||||||
Cybersecurity Due Diligence Services | Evolve | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Merger related costs | 55,000 | ||||||||||
Accounting Due Diligence Services | Edelstein | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Merger related costs | $ 16,000 | ||||||||||
Share Purchase Agreement | GRIID | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Commitment fee | $ 4,000,000 | ||||||||||
Percentage of total equity interests diluted basis outstanding | 2% | ||||||||||
Percentage of closing price of shares | 90% | ||||||||||
Business combination, percentage of total consideration paid | 1% | ||||||||||
Share Purchase Agreement | G E M Yield Bahamas Limited | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Business acquisition, issue value | $ 200,000,000 |
Stockholder's Deficit - Additio
Stockholder's Deficit - Additional Information (Details) - $ / shares | 6 Months Ended | |||
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 23, 2022 | Dec. 31, 2021 | |
Stockholders Equity Note [Abstract] | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, par value, per share | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued including shares subject to possible redemption | 9,367,422 | 9,367,422 | ||
Common stock, shares outstanding including shares subject to possible redemption | 9,367,422 | 9,367,422 | ||
Common stock, shares redemption | 2,467,422 | 2,467,422 | 2,467,422 | 27,600,000 |
Warrants exercisable period after completion of business combination | 30 days | |||
Warrant expiration period after completion of business combination or earlier upon redemption or liquidation. | 5 years | |||
Warrants exercisable | 0 | |||
Redemption price per warrant | $ 0.01 | |||
Minimum period of prior written notice of redemption of warrants | 30 days | |||
Minimum price per share required for redemption of warrants | $ 18 | |||
Warrants redemption covenant, threshold trading days | 20 days | |||
Warrants redemption covenant threshold consecutive trading days | 30 days | |||
Number of business days before sending notice of redemption period | 3 days | |||
Redemption triggering price of warrants | $ 18 | |||
Warrants redemption exercise price per share | 11.5 | |||
Maximum effective issue price to closing of business combination | $ 9.2 | |||
Minimum percentage of total equity proceeds from issuances | 60% | |||
Number of trading days prior on consummates business combination | 10 days | |||
Percentage of exercise price of warrants adjusted equal to higher of market value and newly issued price | 115% | |||
Percentage of warrant redemption trigger price adjusted equal to higher of market value and newly issued price. | 180% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | 6 Months Ended | |||||
Jul. 12, 2023 USD ($) Extension $ / shares | Jul. 11, 2023 USD ($) $ / shares shares | Jul. 14, 2023 Extension | Jun. 30, 2023 USD ($) $ / shares | Dec. 31, 2022 $ / shares | Dec. 23, 2022 $ / shares | |
Subsequent Event [Line Items] | ||||||
Temporary equity redemption price per share | $ / shares | $ 10.72 | $ 10.24 | $ 10.09 | |||
Proceeds from related party debt | $ 202,683 | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Temporary equity redemption price per share | $ / shares | $ 10.58 | |||||
Subsequent Event | GRIID Infrastructure LLC | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument face value | $ 1,800,000 | |||||
Outstanding principal amount | $ 1,358,272 | |||||
Number of days after the due date for the default to be remedied | 5 days | |||||
Number of extensions | Extension | 6 | |||||
Subsequent Event | Common Class A [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Temporary equity stock shares redeemed during the period shares | shares | 467,396 | |||||
Temporary equity stock shares redeemed during the period value | $ 4,900,000 | |||||
Subsequent Event | Second Extension [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Date by which business combination shall be consumated after extension one | Jul. 14, 2023 | |||||
Date by which business combination shall be consumated after extension two | Oct. 14, 2023 | |||||
Payment to acquire restricted investments | $ 120,000 | |||||
Payment per share to acquire restricted investments | $ / shares | $ 0.03 | |||||
Subsequent Event | Second Extension [Member] | ADEXG R I I D Infrastructure L L C | ||||||
Subsequent Event [Line Items] | ||||||
Payment to acquire restricted investments | $ 120,000 | |||||
Proceeds from related party debt | 120,000 | |||||
Subsequent Event | Second Extension [Member] | GRIID Infrastructure LLC | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from related party debt | 120,000 | |||||
Subsequent Event | Second Extension [Member] | Tranche One [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Payment to acquire restricted investments | 60,000 | |||||
Subsequent Event | Second Extension [Member] | Tranche Two [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Payment to acquire restricted investments | $ 60,000 | |||||
Scenario Forecast | GRIID Infrastructure LLC | ||||||
Subsequent Event [Line Items] | ||||||
Number of extensions | Extension | 2 | |||||
Extensions term | 3 months | 1 month |