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Document

August 3, 2023

Division of Corporate Finance

Office of Crypto Assets

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4631

Re:     Greenidge Generation Holdings Inc.

Form 10-K for the Fiscal Year Ended December 31, 2022

Filed March 31. 2023

Form 10-Q for the Period Ending March 31, 2023

Filed May 15. 2023

File No. 001-40808

Dear Mr. Irving:

We are responding to the comments of the staff of the Division of Corporation Finance (the “Staff”) set forth in your letter, dated July 6, 2023, to Mr. Bob Loughran,  Chief Financial Officer of Greenidge Generation Holdings Inc. (“Greenidge” or the “Company”).

The Staff comments are repeated below in italics and are followed by the Company’s responses.

Form 10-K for the year ended December 31, 2022

General, page 1

Comment 1

1.Please provide disclosure of any significant crypto asset market developments material to understanding or assessing your business, financial condition and results of operations, or share price.  Specifically, to the extent material, discuss in the appropriate sections of future filings, including risk factors, how recent disruptions in the crypto asset markets, including the bankruptcies of FTX and Blockfi, and the downstream effects of those bankruptcies have impacted or may impact your business, financial condition, customers, and counterparties, either directly or indirectly.

Response 1

Please note that our current public filings, specifically our Quarterly Report on Form 10-Q for the period ended March 31, 2023 (the “March Form 10-Q”) and our Annual Report on Form 10-K for the period ended December 31, 2022 (the “Form 10-K”), contain the following disclosures addressing such matters. In our March Form 10-Q, in Item 1A. Risk Factors, we have the following disclosure:

“Our business is subject to substantial energy regulation and may be adversely affected by legislative or regulatory changes relating to climate change or policies

regarding cryptocurrency mining, as well as liability under, or any future inability to comply with, existing or future energy regulations or requirements.

Our business is subject to extensive U.S. federal, state and local laws. Compliance with, or changes to, the requirements under these legal and regulatory regimes may cause us to incur significant additional costs or adversely impact our ability to continue operations as usual or compete on favorable terms with competitors. Failure to comply with such requirements could result in the shutdown of a non-complying facility, the imposition of liens, fines, and/or civil or criminal liability and or costly before the agencies and/or in state of federal court. Changes to these laws and regulations could result in temporary or permanent restrictions on certain operations at our facilities, including power generation or use in connection with datacenter operations, and compliance with, or opposing such regulation, may be costly.

The regulatory environment has undergone significant changes in the last several years due to state and federal policies affecting wholesale competition and the creation of incentives for the addition of large amounts of new renewable generation and, in some cases, transmission. These changes are ongoing, and we cannot predict the future design of the wholesale power markets or the ultimate effect that the changing regulatory environment will have on our business. Various governmental and regulatory bodies, including legislative and executive bodies, in the United States and in other countries may adopt new laws and regulations, the direction and timing of which may be influenced by changes in the governing administrations and major events in the cryptocurrency industry. For example, following the failure of several prominent crypto trading venues and lending platforms, such as FTX, Celsius Networks, Voyager and Three Arrows Capital in 2022 (the “2022 Events”), the U.S. Congress expressed the need for both greater federal oversight of the cryptocurrency industry and comprehensive cryptocurrency legislation. In the near future, various governmental and regulatory bodies, including in the United States, may introduce new policies, laws, and regulations relating to crypto assets and the cryptocurrency industry generally, and crypto asset platforms in particular. The failures of risk management and other control functions at other companies that played a role in the 2022 Events could accelerate an existing regulatory trend toward stricter oversight of crypto asset platforms and the cryptocurrency industry.

In addition, in some of these markets, interested parties have proposed material market design changes, including the elimination of a single clearing price mechanism, as well as proposals to reinstate the vertically-integrated monopoly model of utility

ownership or to require divestiture by generating companies to reduce their market share. If competitive restructuring of the electric power markets is reversed, discontinued, delayed or materially altered, our business prospects and financial results could be negatively impacted. In addition, since 2010, there have been a number of reforms to the regulation of the derivatives markets, both in the United States and internationally. These regulations, and any further changes thereto, or adoption of additional regulations, including any regulations relating to position limits on futures and other derivatives or margin for derivatives, could negatively impact our ability to hedge our portfolio in an efficient, cost-effective manner by us, among other things, potentially decreasing liquidity in the forward commodity and derivatives markets or limiting our ability to utilize non-cash collateral for derivatives transactions.”

In our Form 10-K, Item 1A. Risk Factors, we have the following disclosure:

“The digital asset exchanges on which cryptocurrencies, including bitcoin, trade are relatively new and largely unregulated, and thus may be exposed to fraud and failure. Such failures may result in a reduction in the price of bitcoin and other cryptocurrencies and can adversely affect an investment in us.

Digital asset exchanges on which cryptocurrencies trade are relatively new and, in most cases, largely unregulated. Many digital exchanges do not provide the public with significant information regarding their ownership structure, management teams, corporate practices or regulatory compliance. As a result, the marketplace may lose confidence in, or may experience problems relating to, cryptocurrency exchanges, including prominent exchanges handling a significant portion of the volume of digital asset trading.

A lack of stability in the digital asset exchange market and the closure or temporary shutdown of digital asset exchanges due to fraud, business failure, hackers or malware, or government-mandated regulation may reduce confidence in digital asset networks and result in greater volatility in cryptocurrency values. These potential consequences a digital asset exchange’s failure could adversely affect our results of operations.”

We plan to enhance the foregoing disclosures within these risk factors beginning with our Form 10-Q for the period ended June 30, 2023 (the “June Form 10-Q”) as follows:

“Our business is subject to substantial energy regulation and may be adversely affected by legislative or regulatory changes relating to climate change or policies regarding cryptocurrency mining, as well as liability under, or any future inability to comply with, existing or future energy regulations or requirements.

Our business is subject to extensive U.S. federal, state and local laws. Compliance with, or changes to, the requirements under these legal and regulatory regimes may cause us to incur significant additional costs or adversely impact our ability to continue operations as usual or compete on favorable terms with competitors. Failure to comply with such requirements could result in the shutdown of a non-complying facility, the imposition of liens, fines, and/or civil or criminal liability and or costly litigations before the agencies and/or in state of federal court. Changes to these laws and regulations could result in temporary or permanent restrictions on certain operations at our facilities, including power generation or use in connection with datacenter operations, and compliance with, or opposing such regulation, may be costly.

The regulatory environment has undergone significant changes in the last several years due to state and federal policies affecting wholesale competition and the creation of incentives for the addition of large amounts of new renewable generation and, in some cases, transmission. These changes are ongoing, and we cannot predict the future design of the wholesale power markets or the ultimate effect that the changing regulatory environment will have on our business. Various governmental and regulatory bodies, including legislative and executive bodies, in the United States and in other countries may adopt new laws and regulations, the direction and timing of which may be influenced by changes in the governing administrations and major events in the cryptocurrency industry. For example, following the failure of several prominent crypto trading venues and lending platforms, such as FTX, BlockFi, Celsius Networks, Voyager and Three Arrows Capital in 2022 (the “2022 Events”), the U.S. Congress expressed the need for both greater federal oversight of the cryptocurrency industry and comprehensive cryptocurrency legislation. In the near future, various governmental and regulatory bodies, including in the United States, may introduce new policies, laws, and regulations relating to crypto assets and the cryptocurrency industry generally, and crypto asset platforms in particular. The failures of risk management and other control functions at other companies that played a role in the 2022 Events could accelerate an existing regulatory trend toward stricter oversight of crypto asset platforms and the cryptocurrency industry. It is uncertain as to what effect stricter oversight and increased regulation on the cryptocurrency industry may have on the prices of bitcoin or the costs of regulatory compliance, both of which may impact our results of operations in the future and the market value of our common stock.

In addition, in some of these markets, interested parties have proposed material market design changes, including the elimination of a single clearing price mechanism, as

well as proposals to reinstate the vertically-integrated monopoly model of utility ownership or to require divestiture by generating companies to reduce their market share. If competitive restructuring of the electric power markets is reversed, discontinued, delayed or materially altered, our business prospects and financial results could be negatively impacted. In addition, since 2010, there have been a number of reforms to the regulation of the derivatives markets, both in the United States and internationally. These regulations, and any further changes thereto, or adoption of additional regulations, including any regulations relating to position limits on futures and other derivatives or margin for derivatives, could negatively impact our ability to hedge our portfolio in an efficient, cost-effective manner by us, among other things, potentially decreasing liquidity in the forward commodity and derivatives markets or limiting our ability to utilize non-cash collateral for derivatives transactions.”

“The digital asset exchanges on which cryptocurrencies, including bitcoin, trade are relatively new and largely unregulated, and thus may be exposed to fraud and failure. Such failures may result in a reduction in the price of bitcoin and other cryptocurrencies and can adversely affect an investment in us.

Digital asset exchanges on which cryptocurrencies trade are relatively new and, in most cases, largely unregulated. Many digital exchanges do not provide the public with significant information regarding their ownership structure, management teams, corporate practices or regulatory compliance. As a result of these factors, along with the recent bankruptcies of exchanges such as FTX and BlockFi, the marketplace may lose confidence in, or may experience problems relating to, cryptocurrency exchanges, including prominent exchanges handling a significant portion of the volume of digital asset trading.

Negative perception, a lack of stability in the digital asset exchange market and the closure or temporary shutdown of digital asset exchanges due to fraud, business failure, hackers or malware, or government-mandated regulation may reduce confidence in digital asset networks and result in greater volatility in bitcoin prices, which has a direct impact on our profitability. These potential consequences of a digital asset exchange’s failure could adversely affect our results of operations. Additionally, to the extent investors view our common stock as linked to the value of bitcoin, these potential consequences of a bitcoin trading venue’s failure could have a material adverse effect on the market value of our common stock.”

Key Metrics, page 52

Comment 2

2.You disclose the percent change in average hash rate and average difficulty and then reference these metrics in discussions of the change in revenue in the periods presented. You also disclose that you estimate that the change in average bitcoin price and the

increase in the network difficulty reduced cryptocurrency datacenter revenue by approximately 62% and 33%, respectively, while the increase in the average hash rate benefited the cryptocurrency datacenter revenue by approximately 80%. Please tell us, and revise future filings, to disclose the following:

•Quantify the metrics referenced above in the periods presented;

•Specifically discuss how the metrics noted above are calculated; and

•Provide any estimates or assumptions underlying the metric or its calculation.

Response 2

Key Metrics

The following table provides a summary of key metrics related to the years ended December 31, 2022 and 2021.

 Years Ended December 31,  Variance

$ in thousands, except $ per MWh and average bitcoin price 2022  2021  $ %

Cryptocurrency datacenter $    73,809  $    87,897  $    (14,088)  (16)    %

Power and capacity 16,170  9,428  6,742  72    %

Total revenue $    89,979  $    97,325  $    (7,346)  (8)    %

Components of revenue as % of total

Cryptocurrency datacenter 82    %  90    %

Power and capacity 18    %  10    %

Total revenue 100    %  100    %

MWh

Cryptocurrency datacenter 514,332  290,999  223,333  77    %

Power and capacity 143,919  157,578  (13,659)  (9)    %

Revenue per MWh

Cryptocurrency datacenter $    144  $    302  $    (158)  (52)    %

Power and capacity $    112  $    60  $    52  87    %

Cost of revenue (exclusive of depreciation and amortization)

Cryptocurrency datacenter $    45,933  $    19,159  $    26,774  140    %

Power and capacity $    13,906  $    9,231  $    4,675  51    %

Cost of revenue per MWh (exclusive of depreciation and amortization)

Cryptocurrency datacenter $89  $66  $23  35    %

Power and capacity $97  $59  $38  64    %

Cryptocurrency Mining Metrics

Bitcoins produced 2,731  1,866  865  46    %

Average bitcoin price 28,237  47,427  (19,190)  (40)    %

Average hash rate (EH/s)       132    %

Average difficulty       49    %

We plan to provide enhanced disclosure regarding the Cryptocurrency Mining Metrics within the Key Metrics section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in our June Form 10-Q similar to the following using our disclosures from our Form 10-K as an example as follows:

Key Metrics

The following table provides a summary of key metrics related to the years ended December 31, 2022 and 2021.

 Years Ended December 31,  Varian