SEC Comment Letter 0000000000-24-005754 to Greenidge Generation Holdings Inc. (GREE)
Greenidge Generation Holdings Inc.
Date: May 17, 2024 · CIK: 0001844971 · Accession: 0000000000-24-005754
AI Filing Summary & Sentiment
File numbers found in text: 333-278600
Letter
United States securities and exchange commission logo May 17, 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 reviewed your correspondence filed May 7, 2024 and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our April 26, 2024 letter. Registration Statement on Form S-3 Selling Stockholder, page 8 1.We note your response to prior comment 1 and your belief that none of the Selling Stockholder or any of its affiliates is a broker-dealer. Please confirm and identify whether the Selling Stockholder is a registered broker-dealer or an affiliate of a broker-dealer. Please note that a registration statement registering the resale of securities being offered by a broker-dealer must identify the broker-dealer as an underwriter if the securities were not issued as underwriting compensation. If the Selling Stockholder is an affiliate of a broker-dealer, your prospectus must state, if true, that: •The Selling Stockholder purchased the shares being registered for resale in the ordinary course of business; and •At the time of purchase, the Selling Stockholder had no agreements or understandings, directly or indirectly, with any person, to distribute the securities.
FirstName LastNameJordan Kovler Comapany NameGreenidge Generation Holdings Inc. May 17, 2024 Page 2 FirstName LastName Jordan Kovler Greenidge Generation Holdings Inc. May 17, 2024 Page 2 If you are unable to make these representations, please disclose that the Selling Stockholder is an underwriter. Please revise or advise. Documents Incorporated by Reference, page 23 2.We note your response to prior comment 3. In future filings, please further revise your breakeven analysis to clarify whether, and if so, how the cost of purchasing mining equipment factors into your analysis. Additionally, clarify whether you finance the purchase of mining equipment and, if so, reflect financing costs in your analysis. Please contact Austin Stanton at 202-551-2197 or Lulu Cheng at 202-551-3811 with any questions. Sincerely, Division of Corporation Finance Office of Crypto Assets cc: Clifford Brandeis
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United States securities and exchange commission logo
May 17, 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 reviewed your correspondence filed May 7, 2024 and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our April 26, 2024 letter.
Registration Statement on Form S-3
Selling Stockholder, page 8
1.We note your response to prior comment 1 and your belief that none of the Selling
Stockholder or any of its affiliates is a broker-dealer. Please confirm and identify whether
the Selling Stockholder is a registered broker-dealer or an affiliate of a broker-dealer.
Please note that a registration statement registering the resale of securities being offered
by a broker-dealer must identify the broker-dealer as an underwriter if the securities were
not issued as underwriting compensation. If the Selling Stockholder is an affiliate of a
broker-dealer, your prospectus must state, if true, that:
•The Selling Stockholder purchased the shares being registered for resale in the
ordinary course of business; and
•At the time of purchase, the Selling Stockholder had no agreements or
understandings, directly or indirectly, with any person, to distribute the securities.
FirstName LastNameJordan Kovler
Comapany NameGreenidge Generation Holdings Inc.
May 17, 2024 Page 2
FirstName LastName
Jordan Kovler
Greenidge Generation Holdings Inc.
May 17, 2024
Page 2
If you are unable to make these representations, please disclose that the Selling
Stockholder is an underwriter. Please revise or advise.
Documents Incorporated by Reference, page 23
2.We note your response to prior comment 3. In future filings, please further revise your
breakeven analysis to clarify whether, and if so, how the cost of purchasing mining
equipment factors into your analysis. Additionally, clarify whether you finance the
purchase of mining equipment and, if so, reflect financing costs in your analysis.
Please contact Austin Stanton at 202-551-2197 or Lulu Cheng at 202-551-3811 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc: Clifford Brandeis