Cover Page - shares |
9 Months Ended | |
|---|---|---|
Sep. 30, 2021 |
Dec. 22, 2021 |
|
| Document Information [Line Items] | ||
| Document Type | 10-Q/A | |
| Amendment Flag | true | |
| Document Period End Date | Sep. 30, 2021 | |
| Document Fiscal Year Focus | 2021 | |
| Document Fiscal Period Focus | Q3 | |
| Entity Registrant Name | ADIT EDTECH ACQUISITION CORP. | |
| Entity Central Index Key | 0001830029 | |
| Entity File Number | 001-39872 | |
| Entity Tax Identification Number | 85-3477678 | |
| Entity Incorporation, State or Country Code | DE | |
| Entity Current Reporting Status | Yes | |
| Entity Shell Company | true | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | true | |
| Entity Ex Transition Period | false | |
| 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 | |
| Entity Interactive Data Current | Yes | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Common Stock, Shares Outstanding | 34,500,000 | |
| Amendment Description | This Amendment No. 1 to the Quarterly Report on Form 10-Q (“First Amended Filing”) amends the Quarterly Report on Form 10-Q of Adit EdTech Acquisition Corp. as of and for the period ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 10, 2021 (the “Original Filing”). The First Amended Filing includes a Note 2, Restatement of Previously Reported Financial Statements, (“Note 2”) that describes a restatement to the Company’s classification of its common stock subject to redemption issued as part of the units sold in the Company’s initial public offering (“IPO”) on January 14, 2021. As described in Note 2, upon its IPO, the Company classified a portion of the common stock as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company would consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. The Company’s management re-evaluated the conclusion and determined that the common stock subject to redemption include certain provisions that require classification of the common stock as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination. As a result, management corrected the error by restating all common stock subject to redemption as temporary equity. In connection with the change in presentation for the common stock subject to possible redemption, the Company restated its earnings per share calculation to allocate net income (loss) evenly to redeemable and nonredeemable stock. The Company restated its previously filed financial statements in Note 2 to the First Amended Filing. Although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. The qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. Management concluded that the misstatements were such of magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the change, the Company determined the change in classification of the common stock and change to its presentation of earnings per share is material quantitatively, and, as a result, it should restate its previously issued financial statements. Therefore, on December 23, 2021, the Company’s management and the audit committee of the Company’s board of directors concluded that the Company’s previously issued (i) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on July 2, 2021; (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 10, 2021 and (iii) footnote 2 to the unaudited interim financial statements and Item 4 of Part I included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 10, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares (as defined below) as temporary equity and should no longer be relied upon. As such, the Company has restated the unaudited condensed financial statements for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021 in Note 2 to this Quarterly Report on Form 10-Q. The Company determined that none of the above changes had any impact on its previously reported total assets, results of operations or cash flows or on its cash position and cash held in the trust account established in connection with the IPO. After re-evaluation, the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail in Item 4 of Part I to in this Quarterly Report on Form 10-Q. References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q to “we,” “us,” the “Company” or “our company” are to Adit EdTech Acquisition Corp., unless the context otherwise indicates. | |
| units | ||
| 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 | NYSE | |
| 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 | NYSE | |
| Reedemable warrants | ||
| 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 | NYSE |