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SEC Comment Letter 0000000000-24-004640 to Greenidge Generation Holdings Inc. (GREE)

Greenidge Generation Holdings Inc.
Date: April 26, 2024 · CIK: 0001844971 · Accession: 0000000000-24-004640

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File numbers found in text: 333-278600

Date
April 26, 2024
Author
Austin Stanton
Form
UPLOAD
Company
Greenidge Generation Holdings Inc.

Letter

United States securities and exchange commission logo April 26, 2024 Jordan Kovler Chief Executive Officer Greenidge Generation Holdings Inc. 135 Rennell Drive, 3rd Floor Fairfield, CT 06890 Re:Greenidge Generation Holdings Inc. Registration Statement on Form S-3 Filed April 10, 2024 File No. 333-278600 Dear Jordan Kovler: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Form S-3 filed April 10, 2024 Selling Stockholder, page 8 1.Please tell us whether the Selling Stockholder is a broker-dealer or an affiliate of a broker- dealer. If the Selling Stockholder is a broker-dealer or an affiliate of a broker- dealer, please revise your disclosure to state that the Selling Stockholder is an underwriter, unless the Selling Stockholder received its securities as compensation for investment banking services. In addition, in connection with a Selling Stockholder who is an affiliate of a broker-dealer, please disclose if true, that: •the Selling Stockholder purchased the shares being registered for resale in the ordinary course of business; and •at the time of the purchase, the Selling Stockholder had no agreements or understandings, directly or indirectly, with any person to distribute the securities. If you are unable to make these representations, please disclose that the Selling Stockholder is an underwriter.

FirstName LastNameJordan Kovler Comapany NameGreenidge Generation Holdings Inc. April 26, 2024 Page 2 FirstName LastName Jordan Kovler Greenidge Generation Holdings Inc. April 26, 2024 Page 2 Documents Incorporated By Reference, page 23 2.We note that you have incorporated by reference your Form 10-K for the fiscal year ended December 31, 2023 and that your Form 10-K incorporates by reference to your definitive proxy statement. However, you have not filed your definitive proxy statement on Schedule 14A. Please amend your Form 10-K to include the Part III information or file your proxy statement prior to effectiveness. 3.We note that page 60 of your Form 10-K for the fiscal year ended December 31, 2023 included key metrics regarding revenue and costs. Please revise your disclosure to include a breakeven analysis for your mining operations that compares the cost to earn/mine bitcoin with the value of bitcoin. Please also revise to provide more information on your mining equipment, including the age of your mining equipment. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Austin Stanton at 202-551-2197 or Lulu Cheng at 202-551-3811 with any other questions. Sincerely, Division of Corporation Finance Office of Crypto Assets

Show Raw Text
United States securities and exchange commission logo
April 26, 2024
Jordan Kovler
Chief Executive Officer
Greenidge Generation Holdings Inc.
135 Rennell Drive, 3rd Floor
Fairfield, CT 06890
Re:Greenidge Generation Holdings Inc.
Registration Statement on Form S-3
Filed April 10, 2024
File No. 333-278600
Dear Jordan Kovler:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-3 filed April 10, 2024
Selling Stockholder, page 8
1.Please tell us whether the Selling Stockholder is a broker-dealer or an affiliate of a broker-
dealer. If the Selling Stockholder is a broker-dealer or an affiliate of a broker-
dealer, please revise your disclosure to state that the Selling Stockholder is an underwriter,
unless the Selling Stockholder received its securities as compensation for investment
banking services. In addition, in connection with a Selling Stockholder who is an affiliate
of a broker-dealer, please disclose if true, that:
•the Selling Stockholder purchased the shares being registered for resale in the
ordinary course of business; and
•at the time of the purchase, the Selling Stockholder had no agreements or
understandings, directly or indirectly, with any person to distribute the securities.
If you are unable to make these representations, please disclose that the Selling
Stockholder is an underwriter.

 FirstName LastNameJordan Kovler
 Comapany NameGreenidge Generation Holdings Inc.
 April 26, 2024 Page 2
 FirstName LastName
Jordan Kovler
Greenidge Generation Holdings Inc.
April 26, 2024
Page 2
Documents Incorporated By Reference, page 23
2.We note that you have incorporated by reference your Form 10-K for the fiscal year ended
December 31, 2023 and that your Form 10-K incorporates by reference to your definitive
proxy statement. However, you have not filed your definitive proxy statement on
Schedule 14A. Please amend your Form 10-K to include the Part III information or file
your proxy statement prior to effectiveness.
3.We note that page 60 of your Form 10-K for the fiscal year ended December 31, 2023
included key metrics regarding revenue and costs. Please revise your disclosure to include
a breakeven analysis for your mining operations that compares the cost to earn/mine
bitcoin with the value of bitcoin. Please also revise to provide more information on your
mining equipment, including the age of your mining equipment.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Austin Stanton at 202-551-2197 or Lulu Cheng at 202-551-3811 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets