SecProbe.io

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 June 30, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Sonia Bednarowski

 Re: Greenidge Generation Holdings Inc.
 Application for Qualification of Indenture under the Trust Indenture Act of 1939 on Form T-3
 Filed June 18, 2025
 File No. 022-29127

 Dear Ms. Bednarowski:

 We refer to the Application for
Qualification of Indenture under the Trust Indenture Act of 1939 on Form T-3 (File No. 022-29127) of Greenidge Generation Holdings Inc.
(the "Company") filed with the Securities and Exchange Commission on June 18, 2025 (the "Form T-3"), in connection
with the qualification under the Trust Indenture Act of 1939, as amended (the "Act"), of the indenture governing the 10.00%
Senior Notes due 2030 to be issued by the Company.

 In
accordance with Section 307(c) of the Act, the Company hereby respectfully requests the acceleration of the effectiveness of the above
referenced Form T-3 so that it may become effective at or prior to 4:00 p.m., Eastern time, on Wednesday, July 2, 2025, or as soon as
practicable thereafter.

 Please
contact Kenneth M. Silverman of Olshan Frome Wolosky LLP at (212) 451-2327 as soon as the Form T-3 has been declared effective, or if
you have any questions regarding this matter.

 Very truly yours,

 /s/ Christian Mulvihill

 Christian Mulvihill

 Chief Financial Officer

 Greenidge Generation Holdings Inc.

 cc: Jordan Kovler
Kenneth M. Silverman, Esq.

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 O   L   S   H   A   N

 1325 AVENUE OF THE AMERICAS ●  NEW YORK, NEW YORK 10019

 TELEPHONE: 212.451.2300  ● FACSIMILE : 212.451.2222

 EMAIL:  KSILVERMAN@OLSHANLAW.COM

 DIRECT DIAL:  212.451.2327

 June 27, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3628
100 F Street, N.E.
Washington, D.C. 20549

 Attn: Daniel Duchovny
Office of Mergers & Acquisitions

 Re: Greenidge Generation Holdings Inc.
Schedule TO-I
Filed June 17, 2025, amended June 20, 2025
File No. 005-92880

 Dear Mr. Duchovny:

 On behalf of Greenidge Generation Holdings Inc.,
a Delaware corporation (the "Company"), we are filing this letter in response to comments received from the staff of the U.S.
Securities and Exchange Commission (the "Commission") contained in a letter, dated June 25, 2025, with respect to the Company's
Tender Offer Statement on Schedule TO-I filed with the Commission on June 17, 2025, as amended by Amendment No. 1 to Schedule TO-I filed
with the Commission on June 20, 2025 (as amended, the "Schedule TO").

 The Company is concurrently filing through EDGAR
with the Commission Amendment No. 2 to the Schedule TO (the "Amended Schedule TO"), which reflects the Company's responses
to the comments received from the staff.

 To facilitate the staff's review, the
comments are reproduced before each of the Company's responses thereto. Capitalized terms used but not defined herein have the meanings
given to such terms in the Schedule TO.

 Schedule TO-I filed June 20, 2025

 Offer to Purchase - Cover Page, page i

 1. We note your statement that you are conducting "separate offers." It is unclear how your offer to purchase the subject
securities for different types of consideration (among other terms of the offer) can be considered separate offers. Please advise or revise.

 O L S H A N   F R O M E   W O L O S K Y   L L P
 WWW.OLSHANLAW.COM

 June 27, 2025 Page 2

 Response : The Company respectfully advises
the staff that it is using the term "separate concurrent offers" to describe the structure in which holders of the Old Notes
may elect to participate in either the Exchange Offer or the Tender Offer, but not both. The offers are being conducted concurrently and
are mutually exclusive-holders cannot concurrently participate in both the Exchange Offer and the Tender Offer.

 2. We note your disclosure on page iv that security holders must tender their securities by 5:00 p.m. on July 2, 2025 to receive the
Early Tender Premium. Given that the offer expires on July 17, 2025 at 5:00 p.m., it does not appear that there would be ten business
days remaining in the offer after a change in the consideration offer as required by Rule 14e-1(b). Please revise.

 Response : In response to the staff's
comment, the Amended Schedule TO provides that all references to the Expiration Date are amended to an expiration date of 12:00 a.m.,
New York City time, on Friday, July 18, 2025.

 Offer to Purchase - Summary Term Sheet, page
1

 3. We note your question and answer at the bottom of page 3 indicating that payment for tendered securities may be made no later than
seven business days after the expiration date. Rule 14e-1(c) requires payment to be made promptly after expiration of the offer. We do
not believe the timing of your payment conforms to the requirements of the rule. Please revise.

 Response : In response to the staff's
comment, the Amended Schedule TO amends the Offer to Purchase/Exchange to provide that the Tender Option consideration or Exchange Option
consideration will be delivered promptly following the Expiration Date, which in no event will be later than three business days after
the Expiration Date.

 Offer to Purchase - Terms of the Tender/Exchange Offer, page
41

 4. We note your disclosure in the last paragraph of page 41 relating to the acceptance of securities tendered prior to the Early Tender
Date; please tell us, with a view toward revised disclosure, what are the "certain adjustments" referenced in your disclosure.

 Response : In response to the staff's
comment, the Amended Schedule TO amends the Offer to Purchase/Exchange to remove the applicable references to "certain adjustments."

 Offer to Purchase - Amendment; Extension, page 43

 5. With a view toward revised disclosure, please explain to us the meaning of the last sentence of the first paragraph of this section.
Please refer to Rule 14e-1.

 June 27, 2025 Page 3

 Response : The Company respectfully advises
the staff that the referenced sentence is intended to explain that, if an amendment is made to the Tender/Exchange Offer, any Old Notes
previously tendered but not accepted by the Company for purchase or exchange, and not validly withdrawn by the holders thereof after
such holders were afforded sufficient opportunity to withdraw following such amendment, will remain subject to the Tender/Exchange Offer
and may be accepted by us thereafter for purchase or exchange, as applicable. The Amended Schedule TO amends the Offer to Purchase/Exchange
to clarify this understanding.

 Offer to Purchase - Conditions of the Tender/Exchange Offer,
page 52

 6. Refer to the first paragraph of this section. We note the disclosure that you may assert a condition "regardless of the circumstances..."
A tender offer may be conditioned on a variety of events and circumstances, provided that they are not within the direct or indirect control
of the bidder, and are drafted with sufficient specificity to allow for objective verification that the conditions have been satisfied.
With this in mind, revise the referenced language to clarify that your actions or inactions may not trigger a condition.

 Response : In response to the staff's
comment, the Amended Schedule TO amends the referenced language to clarify that the Company's actions or inactions may not trigger
a condition.

 7. Refer to the disclosure in the last paragraph of this section relating to your failure to exercise any of the rights described in
this section. This language indicates that once an offer condition is triggered, you may assert it at any time and from time to time before
the expiration date. Note that when a condition is triggered and you decide to proceed with the offer anyway, we believe that this constitutes
a waiver of the triggered condition(s). Depending on the materiality of the waived condition and the number of days remaining in the offer,
you may be required to extend the offer and recirculate new disclosure to security holders. You may not, as this language seems to imply,
simply fail to assert a triggered offer condition and thus effectively waive it without officially doing so. Please confirm your understanding
supplementally.

 Response : The Company hereby confirms
its understanding that when a condition is triggered and the Company decides to proceed with the offer anyway, this constitutes a waiver
of the triggered condition. The Company also hereby confirms its understanding that depending on the materiality of the waived condition
and the number of days remaining in the offer, the Company may be required to extend the offer and recirculate new disclosure to security
holders. The Company also hereby confirms its understanding that they may not fail to assert a triggered offer condition and, thus, effectively
waive it without officially doing so.

 * * *

 June 27, 2025 Page 4

 Additionally, the Company acknowledges that the Commission cannot accelerate
effectiveness of the Company's Form T-3 (File No. 022-29127) until all comments from the Commission relating to the Schedule TO
have been resolved.

 Kindly address any comments or questions that
you may have concerning this letter or the Amended Schedule TO to me at (212) 451-2327 or KSilverman@olshanlaw.com.

 Sincerely,

/s/ Kenneth M. Silverman

Kenneth M. Silverman

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 25, 2025

Kenneth M. Silverman
Partner
Olshan Frome Wolosky LLP
Greenidge Generation Holdings Inc.
1325 Avenue of the Americas
New York, NY 10019

 Re: Greenidge Generation Holdings Inc.
 Schedule TO-I
 Filed June 17, 2025, amended June 20, 2025
 File No. 005-92880
Dear Kenneth M. Silverman:

 We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

 Please respond to these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

 After reviewing your response to these comments, we may have additional
comments.

Schedule TO-I filed June 20, 2025
Offer to Purchase - Cover Page, page i

1. We note your statement that you are conducting "separate offers." It is
unclear how
 your offer to purchase the subject securities for different types of
consideration
 (among other terms of the offer) can be considered separate offers.
Please advise or
 revise.
2. We note your disclosure on page iv that security holders must tender
their securities
 by 5:00 p.m. on July 2, 2025 to receive the Early Tender Premium. Given
that the
 offer expires on July 17, 2025 at 5:00 p.m., it does not appear that
there would be ten
 business days remaining in the offer after a change in the consideration
offer as
 required by Rule 14e-1(b). Please revise.
 June 25, 2025
Page 2
Offer to Purchase - Summary Term Sheet, page 1

3. We note your question and answer at the bottom of page 3 indicating that
payment for
 tendered securities may be made no later than seven business days after
the expiration
 date. Rule 14e-1(c) requires payment to be made promptly after
expiration of the
 offer. We do not believe the timing of your payment conforms to the
requirements of
 the rule. Please revise.
Offer to Purchase - Terms of the Tender/Exchange Offer, page 41

4. We note your disclosure in the last paragraph of page 41 relating to the
acceptance of
 securities tendered prior to the Early Tender Date; please tell us, with
a view toward
 revised disclosure, what are the "certain adjustments" referenced in
your disclosure.
Offer to Purchase - Amendment; Extension, page 43

5. With a view toward revised disclosure, please explain to us the meaning
of the last
 sentence of the first paragraph of this section. Please refer to Rule
14e-1.
Offer to Purchase - Conditions of the Tender/Exchange Offer, page 52

6. Refer to the first paragraph of this section. We note the disclosure
that you may assert
 a condition regardless of the circumstances... A tender offer may
be conditioned on
 a variety of events and circumstances, provided that they are not within
the direct or
 indirect control of the bidder, and are drafted with sufficient
specificity to allow for
 objective verification that the conditions have been satisfied. With
this in mind, revise
 the referenced language to clarify that your actions or inactions may
not trigger a
 condition.
7. Refer to the disclosure in the last paragraph of this section relating
to your failure
 to exercise any of the rights described in this section. This language
indicates that
 once an offer condition is triggered, you may assert it at any time and
from time to
 time before the expiration date. Note that when a condition is triggered
and you
 decide to proceed with the offer anyway, we believe that this
constitutes a waiver of
 the triggered condition(s). Depending on the materiality of the waived
condition and
 the number of days remaining in the offer, you may be required to extend
the offer
 and recirculate new disclosure to security holders. You may not, as this
language
 seems to imply, simply fail to assert a triggered offer condition and
thus effectively
 waive it without officially doing so. Please confirm your
 understanding supplementally.
 June 25, 2025
Page 3

 We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

 Please direct any questions to Daniel Duchovny at 202-551-3619.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers &
Acquisitions
</TEXT>
</DOCUMENT>

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s-1requestforacceleratio

    August 9, 2024    VIA EMAIL AND EDGAR    United States Securities and Exchange Commission  Division of Corporate Finance  Office of Crypto Assets  100 F Street, N.E.  Washington, D.C. 20549-4631  Attn:    David Gessert, Staff Attorney    Re:      Greenidge Generation Holdings Inc.  Registration Statement on Form S-1 (the “Registration Statement”)  Filed August 1, 2024  File No. 333-281156  Request for Acceleration    Dear Mr. Gessert:    Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Greenidge  Generation Holdings Inc. (the “Company”) hereby requests that the effective date of the Company’s above- referenced Registration Statement be accelerated by the Securities and Exchange Commission so that the  Registration Statement will be declared effective under the Securities Act at 4:00 p.m. Eastern Daylight  Time on August 12, 2024, or as soon thereafter as is practicable.    Please advise our counsel, Kenneth M. Silverman, of such effectiveness of such Registration  Statement.      Very truly yours,        Christian Mulvihill  Chief Financial Officer,  Greenidge Generation Holdings Inc.      cc:     Jordan Kovler   Kenneth M. Silverman, Esq.

August 8, 2024
Jordan Kovler
Chief Executive Officer
Greenidge Generation Holdings Inc.
590 Plant Road
Dresden, NY 14441
Re:Greenidge Generation Holdings Inc.
Registration Statement on Form S-1
Filed August 1, 2024
File No. 333-281156
Dear Jordan Kovler:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact David Gessert at 202-551-2326 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

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Document

May 28, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, D.C. 20549-4631

Attn:    Austin Stanton

    Lulu Cheng

Re:     Greenidge Generation Holdings Inc.

Registration Statement on Form S-3 (the “Registration Statement”)

File No. 333-278600

Request for Acceleration

Dear Mr. Stanton and Ms. Cheng:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Greenidge Generation Holdings Inc. (the “Company”) hereby requests that the effective date of the Company’s above-referenced Registration Statement be accelerated by the Securities and Exchange Commission so that the Registration Statement will be declared effective under the Securities Act at 4:00 p.m. Eastern Daylight Time on May 30, 2024, or as soon thereafter as is practicable, or such other time as the Company may request by telephone that such Registration Statement be declared effective.

We request that we be notified of such effectiveness by a telephone call to the undersigned at (603) 531-8659 and that such effectiveness also be confirmed in writing.

Very truly yours,

/s/ Christian Mulvihill

Christian Mulvihill

Chief Financial Officer,

Greenidge Generation Holdings Inc.

cc:    Jordan Kovler, Chief Executive Officer, Greenidge Generation Holdings Inc.

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May 22, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, D.C. 20549-4631

Attn:    Austin Stanton

    Lulu Cheng

Re:     Greenidge Generation Holdings Inc.

Registration Statement on Form S-3 (the “Registration Statement”)

File No. 333-278600

Request for Acceleration

Dear Mr. Stanton and Ms. Cheng:

Reference is made to our letter, filed as correspondence via EDGAR on May 21, 2024, in which the undersigned requested acceleration of the effectiveness of the above referenced Registration Statement to 4:00 p.m. Eastern Daylight Time on May 23, 2024, or as soon thereafter as practicable (the “Effective Time”), pursuant to Rule 461 under the Securities Act of 1933, as amended.

The Company is no longer requesting that such Registration Statement be declared effective at the Effective Time and we hereby formally withdraw our request for acceleration of the effective date until further notice from the Company.

Very truly yours,

/s/ Christian Mulvihill

Christian Mulvihill

Chief Financial Officer,

Greenidge Generation Holdings Inc.

cc:    Jordan Kovler, Chief Executive Officer, Greenidge Generation Holdings Inc.

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May 21, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, D.C. 20549-4631

Attn:    Austin Stanton

    Lulu Cheng

Re:     Greenidge Generation Holdings Inc.

Registration Statement on Form S-3 (the “Registration Statement”)

File No. 333-278600

Request for Acceleration

Dear Mr. Stanton and Ms. Cheng:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Greenidge Generation Holdings Inc. (the “Company”) hereby requests that the effective date of the Company’s above-referenced Registration Statement be accelerated by the Securities and Exchange Commission so that the Registration Statement will be declared effective under the Securities Act at 4:00 p.m. Eastern Daylight Time on May 23, 2024, or as soon thereafter as is practicable, or such other time as the Company may request by telephone that such Registration Statement be declared effective.

We request that we be notified of such effectiveness by a telephone call to the undersigned at (603) 531-8659 and that such effectiveness also be confirmed in writing.

Very truly yours,

/s/ Christian Mulvihill

Christian Mulvihill

Chief Financial Officer,

Greenidge Generation Holdings Inc.

cc:    Jordan Kovler, Chief Executive Officer, Greenidge Generation Holdings Inc.

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May 17, 2024

VIA EDGAR AND ELECTRONIC MAIL

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, D.C. 20549-4631

Attn:    Austin Stanton

    Lulu Cheng

Re:     Greenidge Generation Holdings Inc. (“Greenidge” or the “Company”)

Registration Statement on Form S-3 (the “Registration Statement”)

Filed April 10. 2024

File No. 333-278600

Dear Mr. Stanton and Ms. Cheng:

We acknowledge receipt of the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”), dated May 17, 2024 (the “Staff Letter”), addressed to Jordan Kovler, the Chief Executive Officer of the Company, and a comment of the Staff received by the undersigned by phone call on May 17, 2024, with regard to the above referenced matter. We have reviewed the Staff Letter and additional telephonic comment and provide the following responses.  For ease of reference, the comments in the Staff Letter are reproduced in italicized form below.

Form S-3 Filed April 10, 2024

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:

othe Selling Stockholder purchased the shares being registered for resale in the ordinary course of business; and

oat 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.

The Company acknowledges the Staff’s comments and supplementally informs the Staff that the Selling Stockholder is not a broker or dealer and is not an affiliate of a broker or dealer. In addition, the Company respectfully directs the Staff to the following disclosure on page 21 of the Registration Statement wherein it disclosed that the “Selling Stockholder and any broker-dealers or agents that are involved in selling the Shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales.”

Documents Incorporated By Reference, page 23

3.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.

The Company acknowledges the Staff’s comment and will revise its breakeven analysis disclosure accordingly in future filings.

*    *    *    *

The Staff is invited to contact the undersigned with any comments or questions it may have at (603) 531-8659.

Sincerely,

/s/ Christian Mulvihill

Christian Mulvihill

Chief Financial Officer, Greenidge Generation Holdings Inc.

cc:    Jordan Kovler, Chief Executive Officer, Greenidge Generation Holdings Inc.

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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May 17, 2024

VIA EDGAR AND ELECTRONIC MAIL

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, D.C. 20549-4631

Attn:    Austin Stanton

    Lulu Cheng

Re:     Greenidge Generation Holdings Inc. (“Greenidge” or the “Company”)

Registration Statement on Form S-3 (the “Registration Statement”)

Filed April 10. 2024

File No. 333-278600

Dear Mr. Stanton and Ms. Cheng:

We acknowledge receipt of the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”), dated May 17, 2024 (the “Staff Letter”), addressed to Jordan Kovler, the Chief Executive Officer of the Company, with regard to the above referenced matter. We have reviewed the Staff Letter and provide the following responses.  For ease of reference, the comments in the Staff Letter are reproduced in italicized form below.

Form S-3 Filed April 10, 2024

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:

othe Selling Stockholder purchased the shares being registered for resale in the ordinary course of business; and

oat 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.

The Company acknowledges the Staff’s comments and supplementally informs the Staff that neither the Selling Stockholder nor any of its affiliates is a broker or dealer. In addition, the Company respectfully directs the Staff to the following disclosure on page 21 of the Registration Statement wherein it disclosed that the “Selling Stockholder and any broker-dealers or agents that are involved in selling the Shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales.”

Documents Incorporated By Reference, page 23

3.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.

The Company acknowledges the Staff’s comment and will revise its breakeven analysis disclosure accordingly in future filings.

*    *    *    *

The Staff is invited to contact the undersigned with any comments or questions it may have at (603) 531-8659.

Sincerely,

/s/ Christian Mulvihill

Christian Mulvihill

Chief Financial Officer, Greenidge Generation Holdings Inc.

cc:    Jordan Kovler, Chief Executive Officer, Greenidge Generation Holdings Inc.

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May 7, 2024

VIA EDGAR AND ELECTRONIC MAIL

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, D.C. 20549-4631

Attn:    Austin Stanton

    Lulu Cheng

Re:     Greenidge Generation Holdings Inc. (“Greenidge” or the “Company”)

Registration Statement on Form S-3 (the “Registration Statement”)

Filed April 10. 2024

File No. 333-278600

Dear Mr. Stanton and Ms. Cheng:

We acknowledge receipt of the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”), dated April 26, 2024 (the “Staff Letter”), addressed to Jordan Kovler, the Chief Executive Officer of the Company, with regard to the above referenced matter. We have reviewed the Staff Letter and provide the following responses.  For ease of reference, the comments in the Staff Letter are reproduced in italicized form below.

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:

othe Selling Stockholder purchased the shares being registered for resale in the ordinary course of business; and

oat 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.

The Company acknowledges the Staff’s comments and supplementally informs the Staff that, upon information and belief, and based on the Selling Stockholder’s public filings with the SEC, none of

the Selling Stockholder or any of its affiliates is a broker or dealer. The Company respectfully directs the Staff to the Selling Stockholder’s Form ADV filed with the SEC on March 28, 20241, wherein the Selling Stockholder does not disclose that it, or any of its related persons, is a broker-dealer and specifically discloses that the Selling Stockholder’s master fund and direct holder of the subject securities, Armistice Capital Master Fund Ltd., is a private fund. In addition, the Company respectfully directs the Staff to the following disclosure on page 21 of the Registration Statement wherein it discloses that the “Selling Stockholder and any broker-dealers or agents that are involved in selling the Shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.”

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.

The Company acknowledges the Staff’s comments and supplementally informs the Staff that the Company’s definitive proxy statement on Schedule 14A was filed on April 29, 2024 to disclose the information incorporated by reference into Part III of the Annual Report on Form 10-K for the year ended December 31, 2023 (the “10-K”).

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.

The Company acknowledges the Staff’s comments and supplementally informs the Staff that the Company has amended the 10-K to include the information requested by the Staff under the “Revenue” section of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, as set forth on Exhibit A attached hereto.

*    *    *    *

The Staff is invited to contact the undersigned with any comments or questions it may have at (603) 531-8659.

Sincerely,

/s/ Christian Mulvihill

Christian Mulvihill

Chief Financial Officer, Greenidge Generation Holdings Inc.

1 https://reports.adviserinfo.sec.gov/reports/ADV/168978/PDF/168978.pdf

Encl.

cc:    Jordan Kovler, Chief Executive Officer, Greenidge Generation Holdings Inc.

EXHIBIT A

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Revenue

On January 30, 2023, upon entering into the NYDIG Hosting Agreement, we transitioned the majority of the capacity of our owned datacenter facilities to datacenter hosting operations. We entered into hosting arrangements at third party sites for the majority of our remaining owned miners in the first and second quarters of 2023. See Item 1, "Business—Overview—Hosting Agreements." At December 31, 2023, Greenidge datacenter operations consisted of approximately 28,800 miners with approximately 3.0 EH/s of combined capacity for both datacenter hosting and cryptocurrency mining, of which 18,100 miners, or 1.8 EH/s, is associated with datacenter hosting and 10,700 miners, or 1.2 EH/s, is associated with Greenidge's cryptocurrency mining.

The miners associated with Greenidge’s cryptocurrency mining were comprised as follows:

Vendor and Model  Number of miners

Bitmain S19  4,000

Bitmain S19 Pro  2,000

Bitmain S19j Pro  900

Bitmain S19 XP  3,600

Bitmain S19 Hydro  200

   10,700

As of December 31, 2023, our fleet of miners ranged in age from 0.8 to 2.3 years and had an average age of approximately 1.6 years. We do not have scheduled downtime for our miners. When we have unscheduled downtime, we may from time to time replace a miner with a substitute miner in order to minimize overall fleet downtime.  As of December 31, 2023, our fleet of miners ranged in efficiency from approximately 22.0 to 34.0 joules per terahash (“J/TH”) and had an average efficiency of 28.7 J/TH.

The table below presents the average cost of mining each bitcoin for the year ended December 31, 2023.

Cost of Mining - Analysis of Costs to Mine One Bitcoin  Year Ended December 31, 2023

Cost to mine one bitcoin(1)

   $16,892

Value of each bitcoin mined(2)

   $27,203

Cost to mine one bitcoin as % of value of bitcoin mined  62.1%

(1)Computed as cost of revenue of cryptocurrency mining divided by number of bitcoins produced from cryptocurrency mining.

(2)Computed as cryptocurrency mining revenue divided by number of bitcoins produced from cryptocurrency mining.

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

United States securities and exchange commission logo
April 24, 2024
Christian Mulvihill
Chief Financial Officer
Greenidge Generation Holdings Inc.
135 Rennell Drive, 3rd Floor
Fairfield, CT 06890
Re:Greenidge Generation Holdings Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-40808
Dear Christian Mulvihill:
            We have completed our review of your filings. 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.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

United States securities and exchange commission logo
April 23, 2024
Christian Mulvihill
Chief Financial Officer
Greenidge Generation Holdings Inc.
135 Rennell Drive, 3rd Floor
Fairfield, CT 06890
Re:Greenidge Generation Holdings Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-40808
Dear Christian Mulvihill:
            We have reviewed your February 29, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our December 19, 2023
letter.
Form 10-K for the Fiscal Year Ended December 31, 2023
Significant Accounting Policies
Cryptocurrency Mining Revenue, page F-14
1.We note your response to prior comment 2 and your revised cryptocurrency mining
revenue policy disclosure on page F-14.  In your revised disclosure you state that you are
entitled to compensation even if the pool operator is unsuccessful in placing a block.
However, your disclosure also implies you receive a share of the rewards paid to the pool
operator for successful efforts.  Please revise your disclosure in future filings to reconcile
the two statements and clearly state that as a participant in an FPPS mining pool your
compensation is not contingent on the pool operator successfully placing a block.

2.We note your response to the third bullet in prior comment 2, that you consider each
mining pool arrangement to be a contract that is continuously renewed, that the duration
of each contract is 24 hours or less and provides the same rate of payment upon renewal

 FirstName LastNameChristian Mulvihill
 Comapany NameGreenidge Generation Holdings Inc.
 April 23, 2024 Page 2
 FirstName LastName
Christian Mulvihill
Greenidge Generation Holdings Inc.
April 23, 2024
Page 2
and that since the pricing remains the same upon contract renewal, the contract does not
provide the applicable mining pool operator with a material right that represents a separate
performance obligation.  Please enhance your cryptocurrency mining revenue policy to
disclose in future filings.
            Please contact David Irving at 202-551-3321 or Michelle Miller at 202-551-3368 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
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April 23, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, D.C. 20549-4631

Attn:    David Irving

    Michelle Miller

Re:     Greenidge Generation Holdings Inc. (“Greenidge” or the “Company”)

Form 10-K for the Fiscal Year Ended December 31, 2023

Filed April 10, 2024

File No. 001-40808

Dear Mr. Irving and Ms. Miller:

We acknowledge receipt of the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission, dated April 23, 2024 (the “Staff Letter”), addressed to the Chief Financial Officer of the Company, with regard to the above referenced matter. We have reviewed the Staff Letter and provide the following responses.  For ease of reference, the comments in the Staff Letter are reproduced in italicized form below.

Form 10-K for the Fiscal Year Ended December 31, 2023

Significant Accounting Policies,

Cryptocurrency Mining Revenue, page F-14

1.We note your response to prior comment 2 and your revised cryptocurrency mining revenue policy disclosure on page F-14. In your revised disclosure you state that you are entitled to compensation even if the pool operator is unsuccessful in placing a block. However, your disclosure also implies you receive a share of the rewards paid to the pool operator for successful efforts. Please revise your disclosure in future filings to reconcile the two statements and clearly state that as a participant in an FPPS mining pool your compensation is not contingent on the pool operator successfully placing a block.

The Company acknowledges the Staff’s comments and will revise its disclosure in future filing to clarify the Company’s entitlement to compensation as an FPPS mining pool participant whether or not the pool operator is successful in placing a block.

2.We note your response to the third bullet in prior comment 2, that you consider each mining pool arrangement to be a contract that is continuously renewed, that the duration of each contract is 24 hours or less and provides the same rate of payment upon renewal and that since the pricing

remains the same upon contract renewal, the contract does not provide the applicable mining pool operator with a material right that represents a separate performance obligation. Please enhance your cryptocurrency mining revenue policy to disclose in future filings.

The Company acknowledges the Staff’s comment and will revise its cryptocurrency mining revenue policy accordingly in future filings.

*    *    *    *

The Staff is invited to contact the undersigned with any comments or questions it may have at (603) 531-8659.

Sincerely,

/s/ Christian Mulvihill

Christian Mulvihill

Chief Financial Officer, Greenidge Generation Holdings Inc.

cc:    Jordan Kovler, Chief Executive Officer, Greenidge Generation Holdings Inc.

    Leah Gonzales, MaloneBailey, LLP

CORRESP
1
filename1.htm

Document

February 29, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, D.C. 20549-4631

Attn:    David Irving

    Michelle Miller

Re:     Greenidge Generation Holdings Inc. (“Greenidge” or the “Company”)

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

Filed March 31. 2023

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

Filed May 15. 2023

File No. 001-40808

Dear Mr. Irving and Ms. Miller:

We acknowledge receipt of the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission, dated December 19, 2023 (the “Staff Letter”), addressed to the former Chief Financial Officer of the Company, with regard to the above referenced matter. We have reviewed the Staff Letter and provide the following responses.  For ease of reference, the comments in the Staff Letter are reproduced in italicized form below.

Form 10-K for the Fiscal Years Ended December 31, 2021 and 2022

Notes to Consolidated Financial Statements, page F-7

1.We note your responses to prior comment 1 and prior comment 7 of your August 3, 2023 correspondence that your mining contracts are one-day contracts, that contract inception is each day you provide computing power to the pool, that you receive consideration earned the day following the one-day contract and that the significant majority of cryptocurrency [sic] received from the pool operators is sold within minutes of receipt and the remaining sold during the day received. ASC 606-10-32-21 requires the estimated fair value of noncash consideration be measured at contraction inception (that is, the date at which the criteria in paragraph ASC 606-10-25-1 are met). Please address the following:

oRevise your accounting policy in future filings to comply with ASC 606-10-32-21 to measure the fair value of noncash consideration at contract inception (that is, the date of each one-day contract) and revise to disclose, if true, that you recognize non-cash consideration on the same day that control of the contracted service transfers to the mining pool operator, which is the same day as the contract inception.

oTell us and disclose in future filings, the time of day you receive your noncash consideration from your pool operator and the time each day you have selected to sell your crypto currency. Given that the Bitcoin exchange trades 24/7, please tell us the specific point in time that you selected to fair value Bitcoin each day (e.g. 23:59:59 or 0:00:00). If 0:00:00, please specify if that is the start of the day of the contract (i.e. 0:00:00 to 23:59:59) or the start of the next day.

The Company acknowledges the Staff’s comments and supplementally informs the Staff that the Company (i) measures the fair value of the cryptocurrency it receives from mining pool operators as noncash transaction consideration for performing hash computations on the same date as contract inception at 0:00:00 UTC on the start date of the contract and (ii) receives such cryptocurrency from mining pool operators between 9:00 a.m. and 5:00 p.m. UTC time each day, automatically selling it for cash within minutes of receipt.

The Company will revise its disclosure in “Note 2 - Summary of Significant Account Policies – Revenue Recognition” on Form 10-K and Form 10-Q starting with the Form 10-K for the fiscal year ended December 31, 2023, to incorporate the above referenced clarifications as reflected in Exhibit A attached hereto.

oProvide us your SAB 99 analysis assessing the materiality of the misstatement in the historical periods presented comparing the fair value of noncash consideration at contract inception (that is, the date of each one-day contract at the same time each day) versus on the date received.

The Company acknowledges the Staff’s comment and supplementally informs the Staff that, after conducting the below analysis under SEC Staff Accounting Bulletin No. 99: Materiality (“SAB 99”) to assess the materiality of the misstatements of the fair value of the cryptocurrency the Company receives from mining pool operators as noncash transaction consideration, measured at the time of liquidation versus at contract inception at the same time each day, the Company concluded the misstatements were immaterial for the fiscal years ended December 31, 2021 and 2022.

SAB 99 Analysis – Revenue Recognition Policy

    ASC 606-10-32-21 explains that, in determining the transaction price for contracts in which a customer promises consideration in a form other than cash, an entity shall measure the estimated fair value of the noncash consideration at contract inception (that is, the date at which the criteria in paragraph ASC 606-10-25-1 are met). In its Form 10-K for the fiscal years ended December 31, 2021 and 2022, the Company recognized revenue from noncash consideration in the form of cryptocurrency equal to the fair value at the time of liquidation not at contract inception at the same time each day, which led to misstatements of cryptocurrency datacenter revenue.

Consistent with SAB 99 guidance, the Company has established a materiality threshold of 5% of cryptocurrency datacenter revenue to assess the quantitative impact of the misstatements on the Company’s Consolidated Statements of Operations in the Form 10-K for the fiscal years ended December 31, 2021 and 2022 as follows:

Cryptocurrency Datacenter Revenue (in thousands)

 Reported Amount Correct Amount Error Error Percentage

FY2021 87,897 87,919 (22) (0.03%)

FY2022 73,809 74,120 (311) (0.42%)

Based on the quantitative assessment above, the Company concluded that the misstatements amounted to less than 5% of cryptocurrency datacenter revenue. Further, the misstatements did not impact net income in the historical periods referenced as any change in the fair value of cryptocurrency datacenter revenue owing to the time of measurement would be canceled out by a corresponding gain or loss, as the case may be, on the sale of digital assets.  Accordingly, the Company has concluded that the misstatements were not quantitatively material to its financial statements for the fiscal years ended December 31, 2021 and 2022.

The Company has also considered the qualitative impact of the misstatements as required by SAB 99. A summary of the Company’s assessment of the qualitative factors suggested for consideration in SAB 99 is presented below:

SAB 99 Qualitative Factors  The Impact of Error

Whether the misstatement arises from an item capable of precise measurement or whether it arises from an estimate and, if so, the degree of imprecision inherent in the estimate.  Yes. The price of the cryptocurrency the Company receives as noncash consideration at contract inception is readily determinable but was not used due to the Company’s former revenue recognition policy.

Whether the misstatement masks a change in earnings or other trends.  No. The misstatements have no impact on earnings or other trends as the change in the fair value of the cryptocurrency datacenter revenue as measured from the time of liquidation versus contract inception at the same time each day would be recognized in earnings as a gain or loss, as the case may be, on sale of digital assets.

Whether the misstatement hides a failure to meet analysts’ consensus expectations for the enterprise.  No. The misstatements have no impact on analysts’ consensus expectations for the Company.

Whether the misstatement changes a loss into income or vice versa.  No. The misstatements would not change a loss into income or vice versa because the change in the fair value of the cryptocurrency datacenter revenue as measured from the time of liquidation versus contract inception at the same time each day would be recognized in earnings as a gain or loss, as the case may be, on sale of digital assets, resulting in the same net gain or loss, as the case may be, on the Company’s Condensed Consolidated Statements of Operations.

Whether the misstatement concerns a segment or other portion of the registrant’s business that has been identified as playing a significant role in the registrant’s operations or profitability.  No. The Company only has one segment and the misstatements, if corrected, would result in the same net loss from the Company’s cryptocurrency datacenter segment.

Whether the misstatement affects the registrant’s compliance with regulatory requirements.  No.  The misstatements do not interfere with the Company’s compliance with regulatory requirements.

Whether the misstatement affects the registrant’s compliance with loan covenants or other contractual requirements.  No.  The misstatements do not impact the Company’s compliance with loan covenants or other contractual requirements.

Whether the misstatement has the effect of increasing management’s compensation – for example, by satisfying requirements for the award of bonuses or other forms of incentive compensation.  No.  The misstatements have no impact on the setting or meeting of management targets or any compensation in connection therewith.

Whether the misstatement involves concealment of an unlawful transaction.  No. The misstatements do not involve an unlawful transaction or the concealment thereof.

Based on the aggregate of quantitative and qualitative considerations discussed above, the Company concluded that the misstatements in cryptocurrency datacenter revenue are immaterial to the Company’s historical results for the fiscal years ended December 31, 2021 and 2022.

2.We note your response to prior comment 1.  Please confirm our understanding, and include the specific disclosures in future filings:

oRevise your disclosure to indicate how each component of your FPPS contract consideration and or payment mechanism is calculated. In this regard, we note crypto currency block rewards, transaction fees, and mining pool operator fees.

The Company acknowledges the Staff’s comments and will revise its disclosure in “Note 2 - Summary of Significant Account Policies – Revenue Recognition” on Form 10-K and Form 10-Q starting with the Form 10-K for the fiscal year ended December 31, 2023, to incorporate the above referenced information as reflected in Exhibit A attached hereto.

oWe note that your performance obligation is to, "provide computing power to the mining pool."  Tell us your consideration for disclosing your performance obligation as, "the service of performing hash computations for the mining pool operator," or something similar to more precisely and closely align with the promise in your contracts, and include this specific disclosure in future filings, if true.

The Company acknowledges the Staff’s comments and will revise its disclosure in “Note 2 - Summary of Significant Account Policies – Revenue Recognition” on Form 10-K and Form 10-Q starting with the Form 10-K for the fiscal year ended December 31, 2023, to clarify that the Company’s only performance obligation in its contracts with mining pool operators is the service of performing hash computations for the mining pool operators, as reflected in Exhibit A attached hereto.

oTell us your consideration of whether each mining pool arrangement, through operation of the provision to terminate at any time without penalty, is a contract that is continuously renewed, and if so, tell us:

oYour consideration as to whether the duration of your contracts is less than 24 hours;

oWhether the rate of payment remains the same upon renewal; and

oWhether your customer's option to renew represents a material right that represents a separate performance obligation as contemplated by ASC 606-10-55-42.

The Company acknowledges the Staff’s comments and supplementally informs the Staff that the Company considers each mining pool arrangement to be a contract that is continuously renewed.  The duration of each contract is 24 hours or less and provides the same rate of payment upon renewal.  Since the pricing remains the same upon contract renewal, the contract does not provide the applicable mining pool operator with a material right that represents a separate performance obligation, as contemplated by ASC 606-10-55-42.

3.We note in your revenue recognition policy disclosure that all mining revenue consideration is constrained until the mining pool operator successfully places a block.  Please tell us why you believe the block reward portion of your mining revenues cannot be reasonably estimated. In this regard, it appears for FPPS contracts that the only variable at contract inception is the number of hashes you will perform, which is wholly in your control and would appear to be reasonably estimable.

The Company acknowledges the Staff’s comments and supplementally informs the Staff that the block reward portion of the Company’s mining revenues cannot be reasonably estimated at contract inception because such portion depends on factors outside of the Company’s control, including the proportion of hash computations the Company performed for a mining pool operator relative to the total hash computations contributed by all mining pool participants in solving the current algorithm during a 24-hour period.

The Company will revise its disclosure in “Note 2 - Summary of Significant Account Policies” on Form 10-K and Form 10-Q starting with the Form 10-K for the fiscal year ended December 31, 2023, to incorporate the above referenced clarification as reflected in Exhibit A attached hereto.

4.We note your response to our prior comment 2. In your response you state that your primary market for selling digital assets is considered to be the exchange platforms currently used to sell your digital assets. Note that under ASC Topic 820-10-35-5A a principal market is presumed to be the market where you would normally sell the asset.  Tell us how you have overcome this presumption or revise your policy to use the exchanges you would normally transact as your principal market. In this regard, we note that CoinMarketCap does not appear to be a market where bitcoin can be sold, and therefore does not appear to be an appropriate selection for your principal market. Please also provide us with your SAB 99 materiality analysis for each period presented, by digital asset, of the aggregate price from exchange platforms versus the price from CoinMarketCap utilized in valuing your digital assets held and potential impairment.

The Company acknowledges the Staff’s comments and supplementally informs the Staff that the main platform the Company uses to liquidate its digital assets is Coinbase.  Accordingly, Coinbase is the Company’s principal market and not the price-tracking website CoinMarketCap.  After conducting the SAB 99 analysis below to assess the materiality of the misstatements in the fair value of the Company’s digital assets resulting from the use of a source other than the Company’s principal market when performing quantitative impairment testing, the Company concluded that the misstatements were immaterial for the fiscal years ended December 31, 2021 and 2022.

Further, the Company will revise its disclosure in “Note 2 - Summary of Significant Account Policies – Digital Assets” on Form 10-K and Form 10-Q starting with the Form 10-K for the fiscal year ended December 31, 2023, to identity daily exchange daily data from the Company’s principal market as the source of quoted prices used in assessing the impairment of digital assets as follows:

“The Company performs an analysis each period to identify whether events or changes in circumstances, principally decreases in the quoted prices on principal markets, indicate that it is more likely than not that its digital assets are impaired. Digital assets are considered impaired if the carrying value is greater than the lowest daily quoted prices at any time during the period. For quoted prices of bitcoin, the Company uses a source that publishes daily cryptocurrency trading

United States securities and exchange commission logo
December 19, 2023
Bob Loughran
Chief Financial Officer
Greenidge Generation Holdings Inc.
135 Rennell Drive, 3rd Floor
Fairfield, CT 06890
Re:Greenidge Generation Holdings Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
File No. 001-40808
Dear Bob Loughran:
            We have reviewed your October 19, 2023 response to our comment letter and have the
following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our August 25, 2023
letter.
Form 10-K for the Years Ended December 31, 2022 and 2021
Notes to Consolidated Financial Statements, page F-7
1.
We note your responses to prior comment 1 and prior comment 7 of your August 3, 2023
correspondence that your mining contracts are one-day contracts, that contract inception is
each day you provide computing power to the pool, that you receive consideration earned
the day following the one-day contract and that the significant majority of crypto currency
received from the pool operators is sold within minutes of receipt and the remaining sold
during the day received.  ASC 606-10-32-21 requires the estimated fair value of noncash
consideration be measured at contraction inception (that is, the date at which the criteria in
paragraph ASC 606-10-25-1 are met).  Please address the following:
•Revise your accounting policy in future filings to comply with ASC 606-10-32-21 to
measure the fair value of noncash consideration at contract inception (that is, the date
of each one-day contract) and revise to disclose, if true, that you recognize non-cash

 FirstName LastNameBob Loughran
 Comapany NameGreenidge Generation Holdings Inc.
 December 19, 2023 Page 2
 FirstName LastNameBob Loughran
Greenidge Generation Holdings Inc.
December 19, 2023
Page 2
consideration on the same day that control of the contracted service transfers to the
mining pool operator, which is the same day as the contract inception;
•Tell us and disclose in future filings, the time of day you receive your noncash
consideration from your pool operator and the time each day you have selected to sell
your crypto currency.  Given that the Bitcoin exchange trades 24/7, please tell us the
specific point in time that you selected to fair value Bitcoin each day (e.g. 23:59:59 or
0:00:00).  If 0:00:00, please specify if that is the start of the day of the contract (i.e.
0:00:00 to 23:59:59) or the start of the next day; and
•Provide us your SAB 99 analysis assessing the materiality of the misstatement in the
historical periods presented comparing the fair value of noncash consideration at
contract inception (that is, the date of each one-day contract at the same time each
day) versus on the date received.
2.We note your response to prior comment 1.  Please confirm our understanding, and
include the specific disclosures in future filings:
•Revise your disclosure to indicate how each component of your FPPS contract
consideration and or payment mechanism is calculated. In this regard, we note crypto
currency block rewards, transaction fees, and mining pool operator fees;
•We note that your performance obligation is to, "provide computing power to the
mining pool." Tell us your consideration for disclosing your performance obligation
as, "the service of performing hash computations for the mining pool operator," or
something similar to more precisely and closely align with the promise in your
contracts, and include this specific disclosure in future filings, if true; and
•Tell us your consideration of whether each mining pool arrangement, through
operation of the provision to terminate at any time without penalty, is a contract that
is continuously renewed, and if so, tell us:oYour consideration as to whether the duration of your contracts is less than 24
hours;
oWhether the rate of payment remains the same upon renewal; and
oWhether your customer's option to renew represents a material right that
represents a separate performance obligation as contemplated by ASC 606-10-
55-42.
3.We note in your revenue recognition policy disclosure that all mining revenue
consideration is constrained until the mining pool operator successfully places a block.
Please tell us why you believe the block reward portion of your mining revenues cannot
be reasonably estimated.  In this regard, it appears for FPPS contracts that the only
variable at contract inception is the number of hashes you will perform, which is wholly in
your control and would appear to be reasonably estimable.
4.We note your response to our prior comment 2. In your response you state that your
primary market for selling digital assets is considered to be the exchange platforms
currently used to sell your digital assets. Note that under ASC Topic 820-10-35-5A a
principal market is presumed to be the market where you would normally sell the asset.

 FirstName LastNameBob Loughran
 Comapany NameGreenidge Generation Holdings Inc.
 December 19, 2023 Page 3
 FirstName LastName
Bob Loughran
Greenidge Generation Holdings Inc.
December 19, 2023
Page 3
Tell us how you have overcome this presumption or revise your policy to use the
exchanges you would normally transact as your principal market. In this regard, we note
that CoinMarketCap does not appear to be a market where bitcoin can be sold, and
therefore does not appear to be an appropriate selection for your principal market. Please
also provide us with your SAB 99 materiality analysis for each period presented, by
digital asset, of the aggregate price from exchange platforms versus the price from
CoinMarketCap utilized in valuing your digital assets held and potential impairment.
            Please contact David Irving at 202-551-3321 or Michelle Miller at 202-551-3368 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

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October 19, 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 August 25, 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 Years Ended December 31, 2022 and 2021

Consolidated Statements of Cash Flows, page F-6

Comment 1

1. We note your response to prior comment 4, specifically your assertion that you "generally convert the cryptocurrency earned into U.S. dollars in a relatively short period of time." We also note from your response to prior comment 7 that 1) you receive your compensation in the form of bitcoin the day following the one-day contract and or one day from the date earned, 2) the significant majority of crypto currency received (bitcoin) from pool operators is sold within minutes of receipt and 3) that the remaining bitcoin received from pool operators is liquidated utilizing a standard bitcoin reference price from the day subsequent to the date earned. Please address the following:

•Confirm to us and clarify in future filings that all crytocurrency earned is received the day following the one-day contract and or one day from when it is earned;

•For cryptocurrency received from mining not sold within minutes of receipt, confirm the remaining crytocurrency received is sold within one day of receipt and or one day from earned;

•Tell us if you have a set time daily for which the remaining crytocurrency is sold and your average holding period for the periods presented; and

•Confirm that you only receive crytocurrency revenue from your mining pool operations.

Response 1

We confirm that as of March 31, 2023, our cryptocurrency rewards are received from our pool operator customers the day following the one-day contract and hence the day following when it was earned. Prior to March 31, 2023, a portion of our hashrate was delivered to a pool operator customer that did not transact cryptocurrency rewards on weekends and holidays but would instead accrue such rewards payable to us each day following the day when they were earned. As a result, we would regularly receive cryptocurrency rewards attributable to hashrate delivered during days affected by weekends and holidays on the next subsequent business day. For example, as it relates to a typical weekend, rewards attributable to hashrate delivered on Friday, Saturday and Sunday would be received on the Monday immediately following. Notwithstanding the timing of receipt of rewards, the exchange price we received for our cryptocurrency rewards was based the day on which the rewards were earned and accrued, regardless of whether that occurred on a weekday, weekend, or holiday. Therefore, we do not consider this delay in receiving the reward proceeds to be a material fact, as our economics under the arrangement were consistent with the pool operators that transfer rewards during weekends and holidays.

We use two (2) different platforms for the sale of the bitcoin rewards. Platform 1 has an automated process that places sell orders for the bitcoin rewards as soon as they are received from the pool each day, and therefore the bitcoin is sold within minutes of receipt. Platform 2 has a contract in place in which the liquidator is responsible for selling the rewards at a standard reference price for that day as of 4pm (GMT).  No action is required by the Company on a daily basis to execute the bitcoin sales.  Generally, our holding period for the bitcoin received each day is at most a few hours, with the exception being that for the second platform there are no sales on weekends or bank holidays so the mining rewards for Fridays, Saturdays, and days preceding holidays are liquidated on the immediately following business day, however, we still receive the standard reference price as if it was liquidated on the day of receipt. We only receive cryptocurrency revenue from our mining pool operators as part of mining pool operations.

We plan to enhance our Summary of Significant Account Policies footnote beginning with our September 30th Form 10Q as follows:

“Providing computing power for digital asset transaction verification services is a part of Greenidge’s ordinary operating activities. The provision of such computing power is the only performance obligation in Greenidge’s contracts with mining pool operators. The cryptocurrency that Greenidge receives as transaction consideration is noncash consideration, which Greenidge measures at fair value on the date received at the liquidation price received in the sale of the bitcoin reward, which is not materially different than the fair value at the contract inception or the time Greenidge has earned the award from the pools.  The awards are received each day for the previous day’s revenue and are automatically sold shortly after receipt. The consideration is all variable based on the amount of computing power provided by Greenidge and the total network hash rate.”

Notes to Consolidated Financial Statements

Summary of Significant Accounting Policies, page F-7

2. We note your response to prior comment 9 and your determination of CoinMarketCap as

your principal market for valuing your digital assets. As CoinMarketCap is not a market

where digital assets can be traded but instead is a website where exchange/trading

platform market information is aggregated, its aggregated information cannot be the

principal market, or most advantageous market in the absence of a principal market, under

ASC 820-10-35-5. As CoinMarketCap also separately displays pricing information from

individual exchanges/trading platforms, please tell us whether one of the individual

exchanges/trading platforms displayed on CoinMarketCap is your principal or most

advantageous market. If so revise your disclosure to identify this specific market. If not,

revise your accounting and disclosure to identify the single exchange/trading platform that

is your principal or most advantageous market for each digital asset you hold or held.

Regardless, tell us how you identified these single markets for each digital asset as your

principal or most advantageous markets.

We note that as a general policy we do not hold material amounts of digital assets as custodial assets, and as of June 30, 2023, we have sold all digital assets previously held.  Prior to selling the remaining legacy digital assets held, we assessed the assets for impairment in accordance with ASC 350-Intangibles – Goodwill and Other.  The digital assets were held with a custodian who also provides a trading platform that allows the custodian, when we issue a sell order, to sell the digital assets for us through various exchanges available to it.  Overall, our primary market for selling digital assets, including our daily mining revenue, is considered to be the exchange platforms currently in use, as described above in our Response 1.  These exchanges that could be utilized to sell digital assets do not provide historical daily high and low price data; therefore, we do not believe that it is practical to utilize the exchange data for the purposes of the digital asset impairment test, as only historical closing prices are available, which would not be appropriate for the purposes of the impairment test. The CoinMarketCap data we believe provides a reasonable approximation of the exchange data that would represent our principal market if the digital assets were to be sold for the purposes of an impairment test.

We would be pleased to discuss any of the foregoing responses to the extent you require further clarification or additional information. Please feel free to contact me at (603) 531-8659.

Sincerely,

/s/ Christian Mulvihill

Christian Mulvihill

Chief Financial Officer, Greenidge Generation Holdings Inc.

cc:       Michelle Miller, United States Securities & Exchange Commission

David Anderson, Chief Executive Officer, Greenidge Generation Holdings Inc.

Isaac Peace, Engagement Partner, Armanino LLP

Leah Gonzales, MaloneBaileyLLP

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October 6, 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 in receipt earlier today of your letter, dated August 23, 2023 (the “Letter”), addressed to Mr. Bob Loughran, Chief Financial Officer of Greenidge Generation Holdings Inc. (“Greenidge” or the “Company”) which sets forth comments of the staff of the Division of Corporation Finance (the “Staff”) with respect to our August 3, 2023 response to the Staff’s comment letter dated July 6, 2023.

The Letter asked for a response within ten (10) business days, i.e., by September 7th; however, as we did not receive the Letter until today (as noted above), the Company was unable to submit a response within the aforementioned ten (10) business day period.

Accordingly, the Company respectfully requests an extension to October 19, 2023, for the Company to respond to the Letter.  This would allow the Company sufficient time to review its proposed responses with all of the appropriate parties prior to submitting its written response to the Staff.

We appreciate the Staff's consideration of our request. Please feel free to contact James Clifford, Greenidge’s Corporate Controller, at (617) 460-5245 or the undersigned at (203) 554-8351.

Sincerely,

/s/ Robert Loughran

Robert Loughran

Chief Financial Officer,
Greenidge Generation Holdings Inc.

Division of Corporate Finance

Office of Crypto Assets

Page 2

October 6, 2023

cc: Michelle Miller, United States Securities & Exchange Commission

David Anderson, Chief Executive Officer, Greenidge Generation Holdings Inc.

Isaac Peace, Engagement Partner, Armanino LLP

Leah Gonzales, Engagement Partner, MaloneBaileyLLP

4877-5872-8816, v. 2

United States securities and exchange commission logo
August 25, 2023
Bob Loughran
Chief Financial Officer
Greenidge Generation Holdings Inc.
135 Rennell Drive, 3rd Floor
Fairfield, CT 06890
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 Bob Loughran:
            We have reviewed your August 3, 2023 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 6, 2023 letter.
Form 10-K for the Years Ended December 31, 2022 and 2021
Consolidated Statements of Cash Flows, page F-6
1.We note your response to prior comment 4, specifically your assertion that you "generally
convert the cryptocurrency earned into U.S. dollars in a relatively short period of time."
We also note from your response to prior comment 7 that 1) you receive your
compensation in the form of bitcoin the day following the one-day contract and or one day
from the date earned, 2) the significant majority of crypto currency received (bitcoin)
from pool operators is sold within minutes of receipt and 3) that the remaining bitcoin
received from pool operators is liquidated utilizing a standard bitcoin reference price from
the day subsequent to the date earned. Please address the following:

 FirstName LastNameBob Loughran
 Comapany NameGreenidge Generation Holdings Inc.
 August 25, 2023 Page 2
 FirstName LastName
Bob Loughran
Greenidge Generation Holdings Inc.
August 25, 2023
Page 2

•Confirm to us and clarify in future filings that all crytocurrency earned is received the
day following the one-day contract and or one day from when it is earned;
•For cryptocurrency received from mining not sold within minutes of receipt, confirm
the remaining crytocurrency received is sold within one day of receipt and or one day
from earned;
•Tell us if you have a set time daily for which the remaining crytocurrency is sold and
your average holding period for the periods presented; and
•Confirm that you only receive crytocurrency revenue from your mining pool
operations.
Notes to Consolidated Financial Statements
Summary of Significant Accounting Policies, page F-7
2.We note your response to prior comment 9 and your determination of CoinMarketCap as
your principal market for valuing your digital assets.  As CoinMarketCap is not a market
where digital assets can be traded but instead is a website where exchange/trading
platform market information is aggregated, its aggregated information cannot be the
principal market, or most advantageous market in the absence of a principal market, under
ASC 820-10-35-5.  As CoinMarketCap also separately displays pricing information from
individual exchanges/trading platforms, please tell us whether one of the individual
exchanges/trading platforms displayed on CoinMarketCap is your principal or most
advantageous market. If so revise your disclosure to identify this specific market. If not,
revise your accounting and disclosure to identify the single exchange/trading platform that
is your principal or most advantageous market for each digital asset you hold or held.
Regardless, tell us how you identified these single markets for each digital asset as your
principal or most advantageous markets and reference the for us the authoritative literature
you relied upon to support your position.
            You may contact Dave Irving at 202-551-3321 or Michelle Miller at 202-551-3368 if you
have questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

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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

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July 13, 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

File No. 001-40808

Dear Mr. Irving:

We received your letter, dated July 6, 2023 (the “Letter”), addressed to Mr. Bob Loughran, Chief Financial Officer of Greenidge Generation Holdings Inc. (“Greenidge” or the “Company”) which sets forth comments of the staff of the Division of Corporation Finance (the “Staff”) with respect to Greenidge’s Form 10-K for the Fiscal Year Ended December 31, 2022, and Form 10-Q for the Period ending March 31, 2023.

The Letter asked for a response within ten business days. We are requesting an extension of the Company’s time to respond to the Staff to August 3, 2023, which would allow enough time for the Company to review its proposed responses with all of the appropriate parties prior to submission to the Staff.

We appreciate your consideration of this request. Please feel free to contact James Clifford, Greenidge’s Corporate Controller, at (617) 460-5245 or the undersigned at (203) 554-8351.

Sincerely,

/s/ Robert Loughran

Robert Loughran

Chief Financial Officer,
Greenidge Generation Holdings Inc.

cc: Michelle Miller, United States Securities & Exchange Commission

David Anderson, Chief Executive Officer, Greenidge Generation Holdings Inc.

Isaac Peace, Engagement Partner, Armanino LLP

Leah Gonzales, MaloneBaileyLLP

United States securities and exchange commission logo
July 6, 2023
Bob Loughran
Chief Financial Officer
Greenidge Generation Holdings Inc.
135 Rennell Drive, 3rd Floor
Fairfield, CT 06890
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 Bob Loughran:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
General, page 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.

 FirstName LastNameBob Loughran
 Comapany NameGreenidge Generation Holdings Inc.
 July 6, 2023 Page 2
 FirstName LastNameBob Loughran
Greenidge Generation Holdings Inc.
July 6, 2023
Page 2
Key Metrics, page 52
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.
Refer to Item 303 of Regulation S-K and SEC Release No. 33-10751.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Measures and Reconciliations, page 55
3.Please tell us, and enhance future filings, to provide a statement disclosing the reasons
why you believe the presentation of the Non-GAAP financial measures "Adjusted
Operating (Loss) Income From Continuing Operations" and "Adjusted Net Loss from
Continuing Operations" provides useful information to investors regarding the registrant's
financial condition and results of operations.  Refer to Item 10(e)(i)(3) or Regulation S-K.
Consolidated Statements of Cash Flows, page F-6
4.Please tell us, and revise future filings, to disclose how you classify cash flows related to
digital asset activity in the Statement of Cash Flows.
5.Please tell us and enhance future filings to disclose of all non-cash investing and financing
activities for the periods presented.  Please also provide to us non-cash activities for the
three months ended March 31, 2023.  Refer to ASC 230-10-50-3.
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies, page F-7
6.Please reconsider, in future filings, the appropriateness of your statement that there is no
authoritative or definitive guidance for the accounting for digital assets on pages 34, 60
and F-12. We observe that the FASB codification is the source of authoritative generally
accepted accounting principles and that there is codification guidance whose scope applies
to your transactions.
7.We note your disclosure that with regard to your cryptocurrency datacenter revenue,
you measure consideration at fair value on the date received, which is not materially
different than the fair value at the contract inception or the time you earned the award
from the pools.  Under ASC 606-10-32-21, you are required to measure the estimated fair
value of the noncash consideration at contract inception (that is, the date at which the

 FirstName LastNameBob Loughran
 Comapany NameGreenidge Generation Holdings Inc.
 July 6, 2023 Page 3
 FirstName LastNameBob Loughran
Greenidge Generation Holdings Inc.
July 6, 2023
Page 3
criteria in ASC 606-10-25-1 are met). Your disclosure that you measure the consideration
at fair value when the mining pool operator successfully places a block and you receive
confirmation does not appear to comply. Please address the following:
•Tell us how you are able to determine that your policy is not materially different than
the fair value at contract inception.  Please provide quantitative information
supporting this claim.
•Explain to us at what point in time contract inception occurs and explain how you
made the determination with appropriate reference to ASC 606.
•Tell us the specific nature of your performance obligation under the contract terms,
e.g. computing power or the performance of testing nonces, including the
consideration for contract term and or if a series exist.  Refer to ASC 606-10-25,
paragraphs 14 and 15.
•You disclose that you convert substantially all of the bitcoin earned into U.S.
dollars. Explain to us in sufficient detail how you account for these exchanges
(including how this impacts your revenue recognition) and where you disclose these
exchange transactions.
8.Please tell us, and revise future filings, to include a rollforward of Digital Assets in the
periods presented.
9.Please tell us, and revise future filings, to disclose how you determine the quoted price of
your digital assets and the market(s) used. Tell us how you identify these market(s). Refer
to ASC Topic 820 and ASC 820-10-35-5A.
Note 5. Property and Equipment, Net, page F-20
10.Please tell us, and revise future filings, to expand your disclosures related to the
impairment of long-lived assets to include all of the disclosure requirements of ASC 360-
10-50-2.  Specifically, make sure your response and future filing disclosures address the
following:
•The specific categories within property and equipment (i.e. miners, miner facility
infrastructure, construction-in-progress, and miner deposits) that were impaired and
the specific facts and circumstances that lead to the impairment;
•A more fulsome discussion of the fair value technique used (i.e. market approach) to
determine fair value; and
•Enhance your disclosure within Critical Accounting Estimates to provide quantitative
and qualitative information necessary to understand the estimation uncertainty and
the impact the critical accounting estimate has had on financial condition and results
of operations.  This information should include critical methods, assumptions, and
estimates, how each estimate and/or assumption has changed over the periods, and
the sensitivity of the reported amount to the methods, assumptions and estimates
underlying your calculation.

 FirstName LastNameBob Loughran
 Comapany NameGreenidge Generation Holdings Inc.
 July 6, 2023 Page 4
 FirstName LastName
Bob Loughran
Greenidge Generation Holdings Inc.
July 6, 2023
Page 4
Form 10-Q for the period ending March 31, 2023
Note 4. Property and Equipment, page 11
11.You disclose that as part of the debt restructuring agreement with NYDIG, you sold and
transferred $1.1 million bitcoin miner manufacturer coupons.  Please tell us whether you
have any additional coupons for use or sale, including how you account for these coupons,
both upon receipt and then upon sale or transfer.  Reference authoritative guidance to
support your accounting.
            In closing, 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.
            You may contact Dave Irving at (202) 551-3321 or Michelle Miller at (202) 551-
3368 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
filename1.htm

CORRESP

 September 30, 2022

Via EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
 Kyle Wiley, Staff Attorney

 Jan Woo, Legal Branch Chief

 Office of Technology

RE:
 Greenidge Generation Holdings Inc.

Registration Statement on Form S-3

File No. 333-267506

Request for Acceleration

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), Greenidge Generation Holdings Inc. (the “Company”) hereby requests that the effective date of the Company’s above-referenced Registration Statement on Form
S-3 (the “Registration Statement”) be accelerated by the Securities and Exchange Commission so that the Registration Statement, as then amended, will be declared effective under the Securities Act at
4:00 p.m. Eastern Daylight Time on October 3, 2022, or as soon thereafter as is practicable, or such other time as the Company or its outside counsel, Shearman & Sterling LLP, may request by telephone that such Registration Statement
be declared effective.

 We request that we be notified of such effectiveness by a telephone call to Taylor Landry of Shearman &
Sterling LLP at (713) 354-4893 and that such effectiveness also be confirmed in writing.

 Very truly yours,

 By:

 /s/ Jeffrey E. Kirt

 Name:

 Jeffrey E. Kirt

 Title:

 Chief Executive Officer

cc:
 Richard Alsop, Esq.

Taylor Landry, Esq.

Shearman & Sterling LLP

United States securities and exchange commission logo
September 27, 2022
Jeffrey Kirt
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 September 19, 2022
File No. 333-267506
Dear Mr. Kirt:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Kyle Wiley, Staff Attorney, at 202-344-5791 or Jan Woo, Legal Branch
Chief, at 202-551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Taylor Landry

CORRESP
1
filename1.htm

CORRESP

 \

 April 27, 2022

Via EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Ms. Kathleen
Krebs, Special Counsel

 Mr. Joshua Shainess, Legal Branch Chief

RE:
 Greenidge Generation Holdings Inc.

Registration Statement on Form S-1

File No. 333-264366

Request for Acceleration

 Ladies
and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Greenidge Generation
Holdings Inc. (the “Company”) hereby requests that the effective date of the Company’s above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be accelerated
by the Securities and Exchange Commission so that the Registration Statement, as then amended, will be declared effective under the Securities Act at 2:00 p.m. Eastern Daylight Time on April 28, 2022, or as soon thereafter as is practicable, or
such other time as the Company or its outside counsel, Shearman & Sterling LLP, may request by telephone that such Registration Statement be declared effective.

We request that we be notified of such effectiveness by a telephone call to Kristina Trauger of Shearman & Sterling LLP at (212) 848-4879 and that such effectiveness also be confirmed in writing.

Very truly yours,

By:

/s/ Jeffrey E. Kirt

Name:

Jeffrey E. Kirt

Title:

Chief Executive Officer

 cc:     Kristina Trauger, Esq.

Shearman & Sterling LLP

United States securities and exchange commission logo
April 26, 2022
Jeffrey E. Kirt
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-1
Filed April 19, 2022
File No. 333-264366
Dear Mr. Kirt:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Kathleen Krebs, Special Counsel, at 202-551-3350 or Joshua Shainess,
Legal Branch Chief, at 202-551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Kristina Trauger, Esq.

CORRESP
1
filename1.htm

CORRESP

 B. Riley Securities, Inc.

299 Park Avenue, 21st Floor

 New York, NY 10171

December 1, 2021

 Via EDGAR

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Anna Abramson, Staff Attorney

 Jan Woo, Legal Branch Chief

 Office of Technology

RE:
 Greenidge Generation Holdings Inc.

 Registration Statement on Form S-1

 File No. 333-261163

 Request for Acceleration

Ladies and Gentlemen:

 Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Greenidge Generation Holdings Inc. for acceleration of the effective date of the above-referenced
Registration Statement, as then amended, so that it may become effective at 4:00 p.m., Eastern time, on December 2, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the Act, we wish to advise you that the underwriters have distributed as many copies of the Preliminary Prospectus,
dated December 1, 2021 to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

The undersigned, as representative of the several underwriters, have and will, and each underwriter and dealer has advised the undersigned
that it has and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 If you
have any questions regarding this request, please call Dean M. Colucci of Duane Morris LLP at (973) 424-2020.

 Very truly yours,

B. RILEY SECURITIES, INC.,

 as representative of the several
underwriters

By:

/s/ Patrice McNicoll

Name:

Patrice McNicoll

Title:

Co-Head of Investment Banking

 cc: Daniel Palmadesso, Vice President & Assistant General Counsel at B. Riley Financial and Dean M. Colucci,
Duane Morris LLP

CORRESP
1
filename1.htm

CORRESP

 December 1, 2021

Via EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
 Anna Abramson, Staff Attorney

 Jan Woo, Legal Branch Chief

 Office of Technology

RE:
 Greenidge Generation Holdings Inc.

 Registration Statement on Form S-1

 File No. 333-261163

 Request for Acceleration

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), Greenidge Generation Holdings Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be accelerated by the Securities and Exchange Commission so that the Registration Statement, as then amended, will be declared effective under the Securities Act at
4:00 p.m. Eastern Daylight Time on December 2, 2021, or as soon thereafter as is practicable, or such other time as the Company or its outside counsel, Shearman & Sterling LLP, may request by telephone that such Registration
Statement be declared effective.

 We request that we be notified of such effectiveness by a telephone call to Richard Alsop of
Shearman & Sterling LLP at (212) 848-7333 and that such effectiveness also be confirmed in writing.

 Very truly yours,

By:

 /s/ Jeffrey E. Kirt

Name:

Jeffrey E. Kirt

Title:

 Chief Executive Officer

cc:
 Richard Alsop, Esq.

Kristina Trauger, Esq.

Shearman & Sterling LLP

United States securities and exchange commission logo
November 22, 2021
Jeffrey E. Kirt
Chief Executive Officer
Greenidge Generation Holdings Inc.
590 Plant Road
Dresden, NY 14441
Re:Greenidge Generation Holdings Inc.
Registration Statement on Form S-1
Filed November 18, 2021
File No. 333-261163
Dear Mr. Kirt:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Anna Abramson, Staff Attorney, at (202) 551-4969 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Chris Zochowski

CORRESP
1
filename1.htm

CORRESP

 October 8, 2021

Via EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
 Matthew Crispino, Staff Attorney

 Jan Woo, Legal Branch Chief

 Office of Technology

RE:
 Greenidge Generation Holdings Inc.

 Registration Statement on Form S-1

 File No. 333-259678

 Request for Acceleration

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), Greenidge Generation Holdings Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be accelerated by the Securities and Exchange Commission so that the Registration Statement, as then amended, will be declared effective under the Securities Act at 4:00
p.m. Eastern Daylight Time on October 8, 2021, or as soon thereafter as is practicable, or such other time as the Company or its outside counsel, Shearman & Sterling LLP, may request by telephone that such Registration Statement be
declared effective.

 We request that we be notified of such effectiveness by a telephone call to Richard Alsop of Shearman &
Sterling LLP at (212) 848-7333 and that such effectiveness also be confirmed in writing.

Very truly yours,

By:

/s/ Jeffrey E. Kirt

Name:

Jeffrey E. Kirt

Title:

Chief Executive Officer

cc:
 Richard Alsop, Esq.

Kristina Trauger, Esq.

Shearman & Sterling LLP

CORRESP
1
filename1.htm

CORRESP

 B. Riley Securities, Inc.

299 Park Avenue, 21st Floor

New York, NY 10171

 October 8, 2021

Via EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
 Matthew Crispino, Staff Attorney

 Jan Woo, Legal Branch Chief

 Office of Technology

RE:
 Greenidge Generation Holdings Inc.

 Registration Statement on Form S-1

 File No. 333-259678

 Request for Acceleration

Ladies and Gentlemen:

 Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Greenidge Generation Holdings Inc. for acceleration of the effective date of the above-referenced
Registration Statement so that it may become effective at 4:00 p.m., Eastern time, on October 8, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the Act, we wish to advise you that the underwriters have distributed as many copies of the Preliminary Prospectus,
dated October 5, 2021 to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

The undersigned, as representative of the several underwriters, have and will, and each underwriter and dealer has advised the undersigned
that it has and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

If you have any questions regarding this request, please call Dean M. Colucci of Duane Morris LLP at (973)
424-2020.

Very truly yours,

 B. RILEY SECURITIES, INC.,

 as
representative of the several underwriters

By:

/s/ Patrice McNicoll

Name:

Patrice McNicoll

Title:

Co-Head of Investment Banking

cc:
 Daniel Palmadesso, Vice President & Assistant General Counsel at B. Riley Financial and Dean M.
Colucci, Duane Morris LLP

CORRESP
1
filename1.htm

CORRESP

 October 7, 2021

Via EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

Matthew Crispino, Staff Attorney

Jan Woo, Legal Branch Chief

Office of Technology

RE:

Greenidge Generation Holdings Inc.

Registration Statement on Form S-1

File No. 333-259678

Request for Acceleration

 Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence via EDGAR on October 6, 2021, in which we requested that the effective date of
the above-referenced Registration Statement be accelerated to 4:00 p.m. Eastern Daylight Time on October 7, 2021, or as soon thereafter as is practicable, or such other time as the Company or its outside counsel, Shearman & Sterling
LLP, may request by telephone that such Registration Statement be declared effective. We are no longer requesting that such Registration Statement be declared effective at such time and hereby formally withdraw our request for acceleration of the
effective date to such time.

 If you have any questions regarding this request, please call Richard Alsop of Shearman & Sterling
LLP at (212) 848-7333.

Very truly yours,

By:

 /s/ Jeffrey E. Kirt

Name:

Jeffrey E. Kirt

Title:

Chief Executive Officer

cc:
 Richard Alsop, Esq.

Kristina Trauger, Esq.

Shearman & Sterling LLP

CORRESP
1
filename1.htm

CORRESP

 B. Riley Securities, Inc.

299 Park Avenue, 21st Floor

New York, NY 10171

 October 7, 2021

Via EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

Matthew Crispino, Staff Attorney

Jan Woo, Legal Branch Chief

Office of Technology

RE:

Greenidge Generation Holdings Inc.

Registration Statement on Form S-1

File No. 333-259678

Request for Acceleration

 Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence via EDGAR on October 6, 2021, in which we, the representative of the
several underwriters (the “Representative”), joined in the request of Greenidge Generation Holdings Inc. (the “Company”) to accelerate the effective date of the above-referenced registration statement so that it may
become effective at 4:00 p.m., Eastern time, on October 7, 2021, or as soon thereafter as practicable. The Company is no longer requesting that such registration statement be declared effective at this time and we, as Representative, hereby
join in the request of the Company to withdraw the request for acceleration of the effective date to such time.

 If you have any
questions regarding this request, please call Dean M. Colucci of Duane Morris LLP at (973) 424-2020.

Very truly yours,

 B. RILEY SECURITIES, INC.,

 as
representative of the several underwriters

By:

 /s/ Patrice McNicoll

Name:

Patrice McNicoll

Title:

Co-Head of Investment Banking

cc:
 Daniel Palmadesso, Vice President & Assistant General Counsel at B. Riley Financial and Dean M.
Colucci, Duane Morris LLP

CORRESP
1
filename1.htm

CORRESP

 B. Riley Securities, Inc.

299 Park Avenue, 21st Floor

New York, NY 10171

 October 6, 2021

Via EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attention:

 Matthew Crispino, Staff Attorney

 Jan Woo, Legal Branch Chief

 Office of Technology

            RE:

 Greenidge Generation Holdings Inc.

 Registration Statement on Form S-1

 File No. 333-259678

 Request for Acceleration

 Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence via EDGAR on October 5, 2021, in which we, the representative of the several
underwriters (the “Representative”), joined in the request of Greenidge Generation Holdings Inc. (the “Company”) to accelerate the effective date of the above-referenced registration statement so that it may become effective at
4:00 p.m., Eastern time, on October 6, 2021, or as soon thereafter as practicable. The Company is no longer requesting that such registration statement be declared effective at this time and we, as Representative, hereby join in the request of
the Company to withdraw the request for acceleration of the effective date to such time.

 Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Greenidge Generation Holdings Inc. for acceleration of the effective date of the above-referenced Registration
Statement so that it may become effective at 4:00 p.m., Eastern time, on October 7, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the Act, we wish to advise you that the underwriters have distributed as many copies of the Preliminary Prospectus,
dated October 5, 2021 to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

The undersigned, as representative of the several underwriters, have and will, and each underwriter and dealer has advised the undersigned
that it has and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 If you have
any questions regarding this request, please call Dean M. Colucci of Duane Morris LLP at (973) 424-2020.

 Very truly yours,

 B. RILEY SECURITIES, INC.,

as representative of the several underwriters

 By:

 /s/ Patrice McNicoll

 Name:

 Patrice McNicoll

 Title:

 Co-Head of Investment Banking

 cc:    Daniel Palmadesso, Vice President & Assistant General Counsel at B. Riley Financial
and Dean M. Colucci, Duane Morris LLP

CORRESP
1
filename1.htm

CORRESP

 October 6, 2021

Via EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
 Matthew Crispino, Staff Attorney

 Jan Woo, Legal Branch Chief

 Office of Technology

RE:
 Greenidge Generation Holdings Inc.

 Registration Statement on Form S-1

 File No. 333-259678

 Request for Acceleration

Ladies and Gentlemen:

 Reference is made to our
letter, filed as correspondence via EDGAR on October 5, 2021, in which we requested that the effective date of the above-referenced Registration Statement be accelerated to 4:00 p.m. Eastern Daylight Time on October 6, 2021, or as soon
thereafter as is practicable, or such other time as the Company or its outside counsel, Shearman & Sterling LLP, may request by telephone that such Registration Statement be declared effective. We are no longer requesting that such Registration
Statement be declared effective at such time and hereby formally withdraw our request for acceleration of the effective date to such time.

We respectfully request that the effective date of the above-referenced Registration Statement be accelerated pursuant to Rule 461 of the
Securities Act of 1933, as amended, so as to permit it to become effective at 4:00 p.m. Eastern Daylight Time on October 7, 2021, or as soon thereafter as possible.

We request that we be notified of such effectiveness by a telephone call to Richard Alsop of Shearman & Sterling LLP at (212) 848-7333 and
that such effectiveness also be confirmed in writing.

Very truly yours,

By:

/s/ Jeffrey E. Kirt

Name:

Jeffrey E. Kirt

Title:

Chief Executive Officer

cc:
 Richard Alsop, Esq.

Kristina Trauger, Esq.

Shearman & Sterling LLP

CORRESP
1
filename1.htm

CORRESP

 B. Riley Securities, Inc.

299 Park Avenue, 21st Floor

New York, NY 10171

 October 5, 2021

Via EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attention:

 Matthew Crispino, Staff Attorney

 Jan Woo, Legal Branch Chief

 Office of Technology

            RE:

 Greenidge Generation Holdings Inc.

 Registration Statement on Form S-1

 File No. 333-259678

 Request for Acceleration

 Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we hereby
join in the request of Greenidge Generation Holdings Inc. for acceleration of the effective date of the above-referenced Registration Statement so that it may become effective at 4:00 p.m., Eastern time, on October 6, 2021, or as soon
thereafter as practicable.

 Pursuant to Rule 460 of the Act, we wish to advise you that the underwriters have distributed as many copies
of the Preliminary Prospectus, dated October 5, 2021 to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

The undersigned, as representative of the several underwriters, have and will, and each underwriter and dealer has advised the undersigned
that it has and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

If you have any questions regarding this request, please call Dean M. Colucci of Duane Morris LLP at (973)
424-2020.

 Very truly yours,

 B. RILEY SECURITIES, INC.,

as representative of the several underwriters

 By:

 /s/ Patrice McNicoll

 Name:

 Patrice McNicoll

 Title:

 Co-Head of Investment Banking

 cc:    Daniel Palmadesso, Vice President & Assistant General Counsel at B. Riley Financial
and Dean M. Colucci, Duane Morris LLP

CORRESP
1
filename1.htm

CORRESP

 October 5, 2021

Via EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
 Matthew Crispino, Staff Attorney

 Jan Woo, Legal Branch Chief

 Office of Technology

RE:
 Greenidge Generation Holdings Inc.

 Registration Statement on Form S-1

 File No. 333-259678

 Request for Acceleration

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), Greenidge Generation Holdings Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be accelerated by the Securities and Exchange Commission so that the Registration Statement, as then amended, will be declared effective under the Securities Act at 4:00
p.m. Eastern Daylight Time on October 6, 2021, or as soon thereafter as is practicable, or such other time as the Company or its outside counsel, Shearman & Sterling LLP, may request by telephone that such Registration Statement be
declared effective.

 We request that we be notified of such effectiveness by a telephone call to Richard Alsop of Shearman &
Sterling LLP at (212) 848-7333 and that such effectiveness also be confirmed in writing.

Very truly yours,

By:

/s/ Jeffrey E. Kirt

Name:

Jeffrey E. Kirt

Title:

Chief Executive Officer

cc:
 Richard Alsop, Esq.

Kristina Trauger, Esq.

Shearman & Sterling LLP

CORRESP
1
filename1.htm

CORRESP

 October 4, 2021

Via EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Matthew
Crispino, Staff Attorney

                  Jan Woo, Legal Branch Chief

                  Office of Technology

RE:

Greenidge Generation Holdings Inc.

Registration Statement on Form S-1

File No. 333-259637

Request for Acceleration

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Greenidge Generation Holdings Inc. (the
“Company”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be accelerated by the Securities and Exchange
Commission so that the Registration Statement, as then amended, will be declared effective under the Securities Act at 2:00 p.m. Eastern Daylight Time on October 6, 2021, or as soon thereafter as is practicable, or such other time as the
Company or its outside counsel, Shearman & Sterling LLP, may request by telephone that such Registration Statement be declared effective.

We request that we be notified of such effectiveness by a telephone call to Richard Alsop of Shearman & Sterling LLP at (212) 848-7333 and that such effectiveness also be confirmed in writing.

Very truly yours,

By:

 /s/ Jeffrey E. Kirt

Name:

Jeffrey E. Kirt

Title:

Chief Executive Officer

 cc:    Richard Alsop, Esq.

         Kristina Trauger, Esq.

         Shearman & Sterling LLP

United States securities and exchange commission logo
September 24, 2021
Jeffrey E. Kirt
Chief Executive Officer
Greenidge Generation Holdings Inc.
590 Plant Road
Dresden, NY 14441
Re:Greenidge Generation Holdings Inc.
Registration Statement on Form S-1
Filed September 17, 2021
File No. 333-259637
Dear Mr. Kirt:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo,
Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Christopher M. Zochowski

CORRESP
1
filename1.htm

CORRESP

 September 10, 2021

VIA EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Kathleen Krebs, Special Counsel

Jan Woo, Legal Branch Chief

Office of Technology

Re:
 Greenidge Generation Holdings Inc.

Registration Statement on Form S-1

File No. 333-259247

Dear Ms. Krebs:

 Reference is made to the Registration
Statement on Form S-1 (File No. 333-259247) (the “Registration Statement”) filed by Greenidge Generation Holdings Inc.
(“Greenidge”) with the U.S. Securities and Exchange Commission (the “Commission”) on September 1, 2021.

 Greenidge
hereby requests that the Registration Statement be declared effective at 4:00 p.m. Eastern Time on September 14, 2021, or as soon as possible thereafter, in accordance with Rule 461 promulgated under the U.S. Securities Act of 1933, as
amended.

 If you have any questions concerning this letter, or if you require any additional information, please contact Christopher M. Zochowski at (202)
508-8010. Please notify Mr. Zochowski when this request for acceleration of effectiveness of the Registration Statement has been granted.

*****

Very truly yours,

 /s/ Jeffrey E. Kirt

Jeffrey E. Kirt

Chief Executive Officer

cc:
 Christopher M. Zochowski – Shearman & Sterling LLP

Alan Bickerstaff – Shearman & Sterling LLP

David Ingles – Pillsbury Winthrop Shaw Pittman LLP

United States securities and exchange commission logo
September 2, 2021
Jeffrey Kirt
Chief Executive Officer
Greenidge Generation Holdings Inc.
590 Plant Road
Dresden, NY 14441
Re:Greenidge Generation Holdings Inc.
Registration Statement on Form S-1
Filed September 1, 2021
File No. 333-259247
Dear Mr. Kirt:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Anna Abramson, Staff Attorney, at (202) 551-4969 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Christopher M. Zochowski

CORRESP
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CORRESP

 August 9, 2021

VIA EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Kathleen Krebs, Special Counsel

 Jan Woo, Legal Branch Chief

 Office of Technology

Re:
 Greenidge Generation Holdings Inc.

 Registration Statement on Form S-4

 File No. 333-255741

Dear Ms. Krebs:

 Reference is made to the Registration
Statement on Form S-4 (File No. 333-255741) (the “Registration Statement”) filed by Greenidge Generation Holdings Inc.
(“Greenidge”) with the U.S. Securities and Exchange Commission on May 4, 2021, as amended.

 Greenidge hereby requests that the
Registration Statement be declared effective at 4:00 p.m. Eastern Time on August 10, 2021, or as soon as possible thereafter, in accordance with Rule 461 promulgated under the U.S. Securities Act of 1933, as amended.

If you have any questions concerning this letter, or if you require any additional information, please contact Christopher M. Zochowski at (202) 508-8010. Please notify Mr. Zochowski when this request for acceleration of effectiveness of the Registration Statement has been granted.

*****

Very truly yours,

/s/    Jeffrey E. Kirt

 Jeffrey E. Kirt

 Chief Executive
Officer

cc:
 Christopher M. Zochowski – Shearman & Sterling LLP

 Cody L. Wright – Shearman & Sterling LLP

 David Ingles – Pillsbury Winthrop Shaw Pittman LLP

CORRESP
1
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CORRESP

 599 Lexington Avenue

New York, NY 10022-6069

+1.212.848.4000

 VIA EDGAR

August 6, 2021

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Technology

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Greenidge Generation Holdings Inc.

 Registration Statement on Form S-4

 Filed May 4, 2021

 Amendment No. 1 to Registration Statement on Form S-4

 Filed June 25, 2021

 Amendment No. 2 to Registration Statement on Form S-4

 Filed July 16, 2021

 File No. 333-255741

Ladies and Gentlemen:

 On behalf of our client, Greenidge
Generation Holdings Inc. (“Greenidge”), we are writing in response to comments from the staff (the “Staff”) of the Division of Corporate Finance of the United States Securities and Exchange Commission (the
“SEC”), set forth in its letter dated August 3, 2021 (the “Third Comment Letter”), relating to Greenidge’s Registration Statement on Form S-4 (File No. 333-255741) filed with the SEC on May 4, 2021, as amended by Amendment No. 1 to the Registration Statement filed with the SEC on June 25, 2021 and Amendment No. 2 to the Registration
Statement filed with the SEC on July 16, 2021 (the “Registration Statement”). Greenidge has filed today via EDGAR Amendment No. 3 to the Registration Statement (“Amendment No. 3”).

To facilitate your review of Greenidge’s responses, we have set forth below in italics each comment of the Staff in the Second Comment Letter,
followed immediately by Greenidge’s response thereto. References in the responses to page numbers are to pages of Amendment No. 3, unless otherwise indicated. Capitalized terms used but not defined herein have the meanings given to such
terms in Amendment No. 3.

 *****

Amendment No. 2 to Form S-4

Support Projections, Page 88

1.
 We note your response to prior comment 7 and reissue it. Please revise your disclosure to discuss the extent
to which the assumptions do not reflect recent historical trends experienced by Support and why these assumptions were made.

Response: In response to the Staff’s comment, the disclosure on page 88 of Amendment No. 3 has been revised to discuss
the extent to which the assumptions do not reflect historical trends experienced by Support and why these assumptions were made.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Comparison of Quarters Ended March 31, 2021 and 2020, page 135

2.
 Please refer to prior comment 12. Revise to disclose the percent of revenue during your reported periods
from any particular pool operator if significant concentrations exist. Also, please revise your financial statement footnotes to disclose the total revenue from each customer that provided 10% or more of your revenues for each period presented, as
applicable. Refer to ASC 280-10-50-42.

Response: In response to the Staff’s comment, Greenidge has revised the disclosure on pages 136, 137, F-20 and F-41 of Amendment No. 3 to include the percent of revenue during its reported periods from any particular pool operator customer where significant concentrations
exist. Additionally, Greenidge has revised its financial statement footnotes to disclose the total revenue from each customer that provided 10% or more of its revenues for each period presented, as applicable.

Key Metrics and Non-GAAP Financial Measures, page 139

3.
 Please refer to prior comment 14. Please revise your disclosures to address the following as it relates to
your variable cash cost per MWh:

•

 explain in detail how management uses the variable cash cost per MWh in operating the business;

•

 describe the reasons why this measure is important to management and what types of decisions are made based on
the results of this measure;

•

 disclose in detail why this measure is useful to investors in light of the costs excluded; and

•

 revise to more clearly describe the types of expenses included in each of the variable and fixed costs and how
you determine whether to include or exclude a particular cost from each.

 Response: In response to the
Staff’s comment, the disclosure on pages 139 and 140 of Amendment No. 3 has been revised to replace the disclosure on variable cash costs per MWh for power and mining with a disclosure on cost of revenues (exclusive of depreciation and
amortization) per MWh for cryptocurrency mining and power and capacity. The figures in such revised disclosure now all derive from GAAP metrics, with both revenue and cost of revenue (excluding depreciation and amortization) coming from the face of
the income statement.

 Condensed Consolidated Statements of Operations (Unaudited), page F-25

4.
 We note that you have presented earnings per share for the March 31, 2020 quarter. It appears that you
do not consider your reorganization akin to a stock split and therefore, retrospective adjustment should not be applied to earnings per share pursuant to ASC 260-10-55-17. Please remove your presentation of earnings per share for the March 31, 2020 quarter and revise footnote 2 to disclose the method used to determine earnings per share
for the period in which the reorganization occurred.

 Response: In response to the Staff’s comment,
Greenidge has removed its presentation of earnings per share for the March 31, 2020 quarter on page F-25 of Amendment No. 3 and has revised footnote 2 on
page F-32 and footnote 10 on page F-40 of Amendment No. 3 to disclose the weighted average method used to determine earnings per share for the period in which the reorganization occurred. In
addition, Greenidge has made conforming changes to the Statement of Operations Data on page 24 of Amendment No. 3, the pro forma financial statements on page 27 of Amendment No. 3, footnote (1) on page 30 of Amendment No. 3 and the
Equivalent and Comparative Per Share Information on page 31 of Amendment No. 3 to account for the foregoing.

 2

 Note 14. Subsequent Events, page F-41

5.
 Please revise to include a quantified discussion regarding the terms of the related party lease for the
South Carolina facility entered into on July 2, 2021 or tell us why such disclosure is not required. Refer to ASC
855-10-50-2. Similarly, if material, revise to include a discussion of this commitment in your liquidity disclosures.

 Response: In response to the Staff’s comment, Grenidge has revised the disclosure on pages 11, 44, 120,
126, 129 and 134 of Amendment No. 3 to note that Greenidge has not yet executed a binding lease for the Spartanburg facility, no major terms have been agreed to between the parties, no commitment with respect thereto has arisen and there can be
no assurance that a satisfactory agreement can be reached.

 General

6.
 We note that Greenidge’s amended and restated certificate of incorporation contains exclusive forum
provisions. Please disclose the material terms of these provisions under the Description of Securities and highlight that the Support’s governing documents do not contain any exclusive forum provisions. Provide risk factor disclosure describing
the risk and other impacts to Support’s shareholders.

 Response: In response to the Staff’s comment,
Greenidge has revised the disclosure on pages 43 and 169 of Amendment No. 3 to include the material terms of the exclusive forum provisions and highlight that Support’s governing documents do not contain any exclusive forum provisions.
Additionally, Greenidge has revised the disclosure on page 43 of Amendment No. 3 to provide an additional risk factor describing the risk and other impacts to Greenidge’s stockholders (which includes Support’s stockholders following
consummation of the Merger).

7.
 Furthermore, we note that Greenidge’s forum selection provision identifies the Court of Chancery of the
State of Delaware as the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. We also note that there is a
federal forum provision for actions arising under the federal securities laws. Please state that there is uncertainty as to whether a court would enforce such provision with regard to the Securities Act and that investors cannot waive compliance
with the federal securities laws and the rules and regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder.

 Response: In response to the
Staff’s comment, Greenidge has revised its disclosure on page 169 of Amendment No. 3 to provide that the Delaware exclusive forum provision does not apply to actions arising under the Exchange Act or the Securities Act, to state that
there are uncertainties as to whether a court would enforce the federal exclusive forum provision with respect to the Securities Act and to note that investors cannot waive compliance with the federal securities laws and the rules and regulations
thereunder.

 3

 *****

We thank the Staff in advance for its consideration of this letter and hope the Staff finds that the foregoing answers are responsive to its comments. If you
should have any questions or further comments with respect to this letter, the Registration Statement or Amendment No. 3, please do not hesitate to contact me at (202) 508-8010.

Yours very truly,

 Christopher M. Zochowski

Partner

cc:
 Kathleen Krebs, Special Counsel, Securities and Exchange Commission

 Jan Woo, Legal Branch Chief, Securities and Exchange Commission

 Rebekah Lindsey, Senior Staff Accountant, Securities and Exchange Commission

 Kathleen Collins, Accounting Branch Chief, Securities and Exchange Commission

 Jeffrey E. Kirt, Director, Greenidge Generation Holdings Inc.

 Rory B. O’Halloran, Partner, Shearman & Sterling LLP

 Cody L. Wright, Partner, Shearman & Sterling LLP

 4

CORRESP
1
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CORRESP

 599 Lexington Avenue

New York, NY 10022-6069

+1.212.848.4000

 VIA EDGAR AND E-MAIL

 August 4, 2021

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Technology

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Greenidge Generation Holdings Inc.

Registration Statement on Form S-4

Filed May 4, 2021

Amendment No. 1 to Registration Statement on Form S-4

Filed June 25, 2021

Amendment No. 2 to Registration Statement on Form S-4

Filed July 16, 2021

File No. 333-255741

Ladies and Gentlemen:

 On behalf of our client, Greenidge
Generation Holdings Inc. (“Greenidge”), we are writing in response to comments from the staff (the “Staff”) of the Division of Corporate Finance of the United States Securities and Exchange Commission (the
“SEC”), set forth in its letter dated August 3, 2021 (the “Third Comment Letter”), relating to Greenidge’s Registration Statement on Form S-4 (File No. 333-255741) filed with the SEC on May 4, 2021, as amended by Amendment No. 1 to the Registration Statement filed with the SEC on June 25, 2021 and Amendment No. 2 to the Registration
Statement filed with the SEC on July 16, 2021 (the “Registration Statement”). As discussed with the Staff, Greenidge is providing excerpts of certain proposed disclosure that will be included in Greenidge’s Registration
Statement via Amendment No. 3 to the Registration Statement (“Amendment No. 3”) to be filed via EDGAR.

 To
facilitate your review of Greenidge’s responses, we have set forth below in italics comments 1, 6 and 7 of the Staff in the Third Comment Letter, followed immediately by Greenidge’s response thereto. References in the responses to
page numbers are to pages of the Registration Statement, unless otherwise indicated. Capitalized terms used but not defined herein have the meanings given to such terms in the Registration Statement.

*****

 Amendment No. 2 to Form S-4

 Support Projections, Page 88

1.
 We note your response to prior comment 7 and reissue it. Please revise your disclosure to discuss the extent
to which the assumptions do not reflect recent historical trends experienced by Support and why these assumptions were made.

Response: In response to the Staff’s comment, the disclosure on page 88 of the Registration Statement will be revised via Amendment
No. 3 to include the following:

 “In light of, among other things, the growing approximately $50 billion customer
care business process outsourcing (“BPO”) market, Support began in the second half of 2020 to implement a strategic transition aimed at shifting its focus from a domestic
direct-to-consumer strategy to a global enterprise strategy, including hiring a new leadership team with a track record of building profitable BPO businesses. As a
result, notwithstanding the historical trends experienced by Support, Support believes that its new leadership team, an investment in sales, and its global dedicated homesourcing model provide an opportunity to disrupt traditional brick-and-mortar competitors and therefore support the assumptions underlying the growth in future operating results reflected in the forecasted financial information for
Support included below.”

 General

6.
 We note that Greenidge’s amended and restated certificate of incorporation contains exclusive forum
provisions. Please disclose the material terms of these provisions under the Description of Securities and highlight that the Support’s governing documents do not contain any exclusive forum provisions. Provide risk factor disclosure describing
the risk and other impacts to Support’s shareholders.

 Response: In response to the Staff’s comment,
the disclosure in the section titled “Risk Factors—Risks Related to the Ownership of Greenidge Common Stock” on page 43 of the Registration Statement will be revised via Amendment No. 3 to include the following:

“Greenidge’s amended and restated certificate of incorporation designates the Delaware Court of Chancery as the sole and
exclusive forum for certain types of actions and proceedings that may be initiated by Greenidge stockholders and provides that claims relating to causes of action under U.S. federal securities laws may only be brought in U.S. federal district
courts, which could limit the ability of Greenidge stockholders to obtain a favorable judicial forum for disputes with Greenidge, its directors, officers or employees, if any, and could discourage lawsuits against Greenidge and its directors,
officers and employees, if any.

 Greenidge’s amended and restated certificate of incorporation provides that, unless Greenidge
consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on
behalf of Greenidge, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee or stockholder of Greenidge to Greenidge or its stockholders, (iii) any action asserting a claim
arising pursuant to any provision of the DGCL or the amended and restated certificate of incorporation or Greenidge’s amended and restated bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or
(iv) any action asserting a claim governed by the internal affairs doctrine of the laws of the State of Delaware. Greenidge’s amended and restated certificate of incorporation also provides that, unless Greenidge consents in writing to the
selection of an alternative forum, the U.S. federal district courts shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under U.S. federal
securities laws. Support’s governing documents do not contain any exclusive forum provisions.

 These exclusive forum provisions may
limit the ability of Greenidge stockholders to bring a claim in a judicial forum that such stockholders find favorable for disputes with Greenidge or its directors, officers, or employees, if any, which may discourage such lawsuits against Greenidge
and its directors, officers, and employees, if any. Alternatively, if a court were to find the choice of forum provisions contained in Greenidge’s amended and restated certificate of incorporation to be inapplicable or unenforceable in an
action, Greenidge may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect Greenidge’s business, financial condition, and operating results.”

 2

 Response: In response to the Staff’s comment, the disclosure in the section
titled “Description of Securities” on page 169 of the Registration Statement will be revised via Amendment No. 3 to include the following:

“Charter Exclusive Forum Provisions.

Greenidge’s amended and restated certificate of incorporation provides that, unless Greenidge consents in writing to the selection of an
alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Greenidge, (ii) any action
asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee or stockholder of Greenidge to Greenidge or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the
DGCL or the amended and restated certificate of incorporation or Greenidge’s amended and restated bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim
governed by the internal affairs doctrine of the laws of the State of Delaware. The Delaware exclusive forum provision described in the foregoing sentence does not apply to actions arising under the Exchange Act. In this regard, it is noted that
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations promulgated thereunder and, further, that investors cannot
waive compliance with the federal securities laws and the rules and regulations thereunder. It is further noted that Greenidge’s amended and restated certificate of incorporation also provides that, unless Greenidge consents in writing to the
selection of an alternative forum, the U.S. federal district courts shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under U.S. federal
securities laws. Although Greenidge’s amended and restated certificate of incorporation contains the federal exclusive forum provision described in the foregoing sentence and the Delaware exclusive forum provision described above, it is
uncertain whether these provisions would apply to actions arising under the Securities Act as it is possible that a court could rule that any such provision is inapplicable for a particular claim or action or that such provisions are unenforceable,
particularly in light of Section 22 of the Securities Act, which creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations
promulgated thereunder. Support’s governing documents do not contain any exclusive forum provisions.”

7.
 Furthermore, we note that Greenidge’s forum selection provision identifies the Court of Chancery of the
State of Delaware as the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. We also note that there is a
federal forum provision for actions arising under the federal securities laws. Please state that there is uncertainty as to whether a court would enforce such provision with regard to the Securities Act and that investors cannot waive compliance
with the federal securities laws and the rules and regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder.

 Response: In response to the
Staff’s comment, the disclosure in the section titled “Description of Securities” on page 169 of the Registration Statement will be revised via Amendment No. 3 to include the following:

“Charter Exclusive Forum Provisions.

Greenidge’s amended and restated certificate of incorporation provides that, unless Greenidge consents in writing to the selection of an
alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Greenidge, (ii) any action
asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee or stockholder of Greenidge to Greenidge or its stockholders,

 3

(iii) any action asserting a claim arising pursuant to any provision of the DGCL or the amended and restated certificate of incorporation or Greenidge’s amended and restated bylaws or
as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim governed by the internal affairs doctrine of the laws of the State of Delaware. The Delaware exclusive forum
provision described in the foregoing sentence does not apply to actions arising under the Exchange Act. In this regard, it is noted that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or the rules and regulations promulgated thereunder and, further, that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. It is further noted
that Greenidge’s amended and restated certificate of incorporation also provides that, unless Greenidge consents in writing to the selection of an alternative forum, the U.S. federal district courts shall, to the fullest extent permitted by
applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under U.S. federal securities laws. Although Greenidge’s amended and restated certificate of incorporation contains the federal
exclusive forum provision described in the foregoing sentence and the Delaware exclusive forum provision described above, it is uncertain whether these provisions would apply to actions arising under the Securities Act as it is possible that a court
could rule that any such provision is inapplicable for a particular claim or action or that such provisions are unenforceable, particularly in light of Section 22 of the Securities Act, which creates concurrent jurisdiction for federal and
state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations promulgated thereunder. Support’s governing documents do not contain any exclusive forum provisions.”

 4

 *****

We thank the Staff in advance for its consideration of this letter and hope the Staff finds that the foregoing answers are responsive to its comments. If you
should have any questions or further comments with respect to this letter, the Registration Statement or Amendment No. 3, please do not hesitate to contact me at (202) 508-8010.

Yours very truly,

 Christopher M. Zochowski

Partner

cc:
 Kathleen Krebs, Special Counsel, Securities and Exchange Commission

Jan Woo, Legal Branch Chief, Securities and Exchange Commission

Rebekah Lindsey, Senior Staff Accountant, Securities and Exchange Commission

Kathleen Collins, Accounting Branch Chief, Securities and Exchange Commission

Jeffrey E. Kirt, Director, Greenidge Generation Holdings Inc.

Rory O’Halloran, Partner, Shearman & Sterling LLP

Cody L. Wright, Partner, Shearman & Sterling LLP

 5

United States securities and exchange commission logo
August 3, 2021
Jeffrey E. Kirt
Chief Executive Officer
Greenidge Generation Holdings Inc.
590 Plant Road
Dresden, NY 14441
Re:Greenidge Generation Holdings Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed July 16, 2021
File No. 333-255741
Dear Mr. Kirt:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 12, 2021 letter.
Amendment No. 2 to Form S-4
Support Projections, page 88
1.We note your response to prior comment 7 and reissue it.  Please revise your disclosure to
discuss the extent to which the assumptions do not reflect recent historical trends
experienced by Support and why these assumptions were made.

 FirstName LastNameJeffrey E. Kirt
 Comapany NameGreenidge Generation Holdings Inc.
 August 3, 2021 Page 2
 FirstName LastName
Jeffrey E. Kirt
Greenidge Generation Holdings Inc.
August 3, 2021
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Comparison of Quarters Ended March 31, 2021 and 2020, page 135
2.Please refer to prior comment 12.  Revise to disclose the percent of revenue during your
reported periods from any particular pool operator if significant concentrations exist. Also,
please revise your financial statement footnotes to disclose the total revenue from each
customer that provided 10% or more of your revenues for each period presented, as
applicable. Refer to ASC 280-10-50-42.
Key Metrics and Non-GAAP Financial Measures, page 139
3.Please refer to prior comment 14.  Please revise your disclosures to address the following
as it relates to your variable cash cost per MWh:
•explain in detail how management uses the variable cash cost per MWh in operating
the business;
•describe the reasons why this measure is important to management and what types of
decisions are made based on the results of this measure;
•disclose in detail why this measure is useful to investors in light of the costs
excluded; and
•revise to more clearly describe the types of expenses included in each of the variable
and fixed costs and how you determine whether to include or exclude a particular
cost from each.
Condensed Consolidated Statements of Operations (Unaudited), page F-25
4.We note that you have presented earnings per share for the March 31, 2020 quarter. It
appears that you do not consider your reorganization akin to a stock split and therefore,
retrospective adjustment should not be applied to earnings per share pursuant to ASC 260-
10-55-17.  Please remove your presentation of earnings per share for the March 31, 2020
quarter and revise footnote 2 to disclose the method used to determine earnings per share
for the period in which the reorganization occurred.
Note 14. Subsequent Events, page F-41
5.Please revise to include a quantified discussion regarding the terms of the related party
lease for the South Carolina facility entered into on July 2, 2021 or tell us why such
disclosure is not required.  Refer to ASC 855-10-50-2. Similarly, if material, revise to
include a discussion of this commitment in your liquidity disclosures.

 FirstName LastNameJeffrey E. Kirt
 Comapany NameGreenidge Generation Holdings Inc.
 August 3, 2021 Page 3
 FirstName LastName
Jeffrey E. Kirt
Greenidge Generation Holdings Inc.
August 3, 2021
Page 3
General
6.We note that Greenidge's amended and restated certificate of incorporation contains
exclusive forum provisions.  Please disclose the material terms of these provisions under
the Description of Securities and highlight that the Support's governing documents do not
contain any exclusive forum provisions.  Provide risk factor disclosure describing the risk
and other impacts to Support's shareholders.
7.Furthermore, we note that Greenidge's forum selection provision identifies the Court of
Chancery of the State of Delaware as the exclusive forum for certain litigation, including
any “derivative action.” Please disclose whether this provision applies to actions arising
under the Securities Act or Exchange Act. We also note that there is a federal forum
provision for actions arising under the federal securities laws. Please state that there is
uncertainty as to whether a court would enforce such provision with regard to the
Securities Act and that investors cannot waive compliance with the federal securities laws
and the rules and regulations thereunder. In that regard, we note that Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.
            You may contact Rebekah Lindsey, Senior Staff Accountant, at (202) 551-3303 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters.  Please contact Kathleen Krebs,
Special Counsel, at (202) 551-3350 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Christopher M. Zochowski, Esq.

CORRESP
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CORRESP

 599 Lexington Avenue

New York, NY 10022-6069

+1.212.848.4000

 VIA EDGAR

July 16, 2021

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Technology

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Greenidge Generation Holdings Inc.

Amendment No. 1 to Registration Statement on Form S-4

Filed June 25, 2021

File No. 333-255741

Ladies and Gentlemen:

 On behalf of our client, Greenidge
Generation Holdings Inc. (“Greenidge”), we are writing in response to comments from the staff (the “Staff”) of the Division of Corporate Finance of the United States Securities and Exchange Commission (the
“SEC”), set forth in its letter dated July 12, 2021 (the “Second Comment Letter”), relating to Greenidge’s Registration Statement on Form S-4 (File No. 333-255741) filed with the SEC on May 4, 2021 (the “Registration Statement”) and Amendment No. 1 to the Registration Statement filed with the SEC on June 25, 2021. Greenidge
has filed today via EDGAR Amendment No. 2 to the Registration Statement (“Amendment No. 2”).

 To facilitate your
review of Greenidge’s responses, we have set forth below in italics each comment of the Staff in the Second Comment Letter, followed immediately by Greenidge’s response thereto. References in the responses to page numbers are to
pages of Amendment No. 2, unless otherwise indicated. Capitalized terms used but not defined herein have the meanings given to such terms in Amendment No. 2.

*****

 Amendment No. 1 to Registration Statement on Form S-4/A
filed June 25, 2021

 Cover page

1.
 Please move the disclosure provided in response to prior comment 1 from the registration statement cover
page to the proxy statement/prospectus cover page.

 Response: In response to the Staff’s comment, the
disclosure provided in response to prior comment 1 has been moved from the registration statement cover page to the proxy statement/prospectus cover page in Amendment No. 2.

Note 1 – Description of Transaction and basis of Presentation, page 28

2.
 You state that your pro forma information has been prepared based on a preliminary estimate of fair value
from a third-party valuation firm. To the extent you relied upon a third-party valuation specialist, please disclose the name of the specialist and include the expert’s consent pursuant to Securities Act Rule 436(b) of Regulation C.
Alternatively, clarify your reference to this third-party valuation. Refer to Question 141.02 of our Compliance and Disclosure Interpretations on Securities Act Sections for additional guidance.

Response: In response to the Staff’s comment, Greenidge notes that it is not relying upon the third-party valuation specialist as
an expert and the disclosure under the heading “Basis of Presentation” in Note 1 on page 28 of Amendment No. 2 has been revised to delete the reference to the third-party valuation firm.

Note 4 – Pro forma adjustments, page 29

3.
 As your intangible assets expected to be recorded are comprised of different assets that will be amortized
over different periods, please revise footnote (f) to separately present the portion of the adjustment related to each intangible. Alternatively, revise to disclose the estimated intangible asset separately for each type of intangible. Also,
disclose the method used to determine the amortization expense Refer to Article 11-02(a)(8) of Regulation S-X.

Response: In response to the Staff’s comment, the disclosure in footnote (f) on page 30 of Amendment No. 2 has been
revised to separately identify the portion of the adjustment related to each intangible. Additionally, Greenidge has disclosed the method used to determine amortization expense.

4.
 We note that footnote (h) includes adjustments for D&O insurance yet to be incurred. Please tell us
whether this is related to your reorganization or to the merger with Support. To the extent that this, or any other adjustment included, relates to your reorganization, please revise your footnote to provide separate quantification of the portion of
the adjustment related to the reorganization and the merger. Refer to Article 11-02(b)(4)(ii) of Regulation S-X. You also state that this adjustment includes an amount

 2

for the estimated value of the Investor Fee based upon the percent ownership and the estimated valuation of the combined entity; however, this is separately reflected in adjustment (e). Please
explain or revise.

 Response: In response to the Staff’s comment, the disclosure in footnote (h) on
page 30 of Amendment No. 2 has been revised to remove the reference to the adjustment for the Investor Fee, which is separately identified in footnote (e). In addition, the presentation of the Pro Forma Combined Statement of
Operations for the year ended December 31, 2020 on page 27 of Amendment No. 2 has been revised to separately identify the adjustment for the Investor Fee with a reference to note (e). The remaining adjustment referenced in
footnote (h) on page 30 of Amendment No. 2 only includes adjustments associated with the Merger. Additionally, the disclosure in footnote (h) on page 30 of Amendment No. 2 has been corrected to remove the reference to
D&O insurance as there were no adjustments for D&O insurance in the pro forma historical financials, since the financial results for Support included costs for D&O insurance.

5.
 Please refer to prior comment 3. We note that you present the income tax impacts for both the merger and
your reorganization in one adjustment. Please revise footnote (i) to separately quantify the portion of the adjustment related to the merger and the portion related to your reorganization.

Response: In response to the Staff’s comment, the presentation of the Pro Forma Combined Statement of Operations for the year ended
December 31, 2020 on page 27 of Amendment No. 2 and the disclosure in footnote (i) of Note 4 to the Pro Forma Condensed Combined Statement of Operations on page 30 of Amendment No. 2 have been revised to separately include a
pro forma adjustment for the impact on the tax provision in 2020 assuming that the reorganization had occurred on January 1, 2020. Additionally, the pro forma adjustment associated with the reorganization has been separated from the adjustment
for the Merger and is included in footnote (j) of Note 4 to the Pro Forma Condensed Combined Statement of Operations on page 30 of Amendment No. 2.

Reasons for the Merger, page 73

6.
 In response to prior comment 12, you indicate that Greenidge does not believe that any changes in mining
economics since the announcement of the proposed Merger have materially affected the projected financial information included in the materials disseminated by Greenidge and Support in connection with the announcement of the proposed Merger. Please
disclose and discuss the decrease in the price of bitcoin since the Greenidge projections were prepared and why this would not materially impact the Greenidge projections. In this regard, you indicate on page 89 that the Greenidge projections were
based on a revenue rate of $325/MWh, implying a bitcoin price of approximately $51,000.

 Response: In response
to the Staff’s comment, the disclosure on page 89 of Amendment No. 2 has been revised to include disclosure regarding the decrease in the price of bitcoin and mining difficulty since the Greenidge projections were prepared. Greenidge
notes that while Bitcoin price dropped by approximately 32% between March 4, 2021 and July 15,

 3

2021, there was also a similar decrease in network difficulty, which declined approximately 34%. When difficulty, a measure of the relative complexity of the algorithmic solution required to
create a block and receive an award, declines, the number of rewards Greenidge is able to earn increases at an inverse proportion. Currently, Greenidge’s revenue $/MWh approximates the March 4, 2021 projections. Given that the difficulty
decline largely offsets the decline in bitcoin price, Greenidge does not believe that the changes in mining economics since the announcement of the proposed Merger have materially affected the projected financial information included in the
materials disseminated by Greenidge and Support in connection with the announcement of the proposed Merger.

 Support Projections, page 88

7.
 We note the assumptions underlying the Support projections disclosed in response to prior comment 13. Please
discuss the extent to which the assumptions do not reflect recent historical trends experienced by Support and why these assumptions were made.

Response: In response to the Staff’s comment, it is noted that, in light of, among other things, the growing $50 billion
customer care business process outsourcing (“BPO”) market, Support began in the second half of 2020 to implement a strategic transition aimed at shifting its focus from a domestic direct-to-consumer strategy to a global enterprise strategy, including hiring a new leadership team with a track record of building profitable BPO businesses. Support believes that its new leadership team, an
investment in sales, and its global dedicated homesourcing model provide an opportunity to disrupt traditional brick-and-mortar competitors and therefore support the
growth in future operating results reflected in the forecasted financial information for Support included in the proxy statement/prospectus.

 Greenidge
Projections, page 89

8.
 We note the assumptions underlying the Greenidge projections disclosed in response to prior comment 14.
Please provide more information about the bases for the assumptions and why they were chosen. For example,

•

 Disclose how each assumption compares to the then-current rates as well as to historical trends.

•

 In light of volatility in both the bitcoin and gas and power markets, explain why Greenidge prepared
projections through 2025 and applied the same assumptions to all periods.

•

 Disclose whether the projections take into consideration the bitcoin block reward halving expected to occur in
2024.

 Response: In response to the Staff’s comment, the disclosure on page 89 of Amendment
No. 2 has been revised to (a) include detail on how each assumption compares to the then-current rates as well as to historical trends, (b) explain why Greenidge prepared projections through 2025 and applied the same assumptions to
all periods, and (c) disclose that Greenidge’s long-term view of mining revenue $/MWh will overcome events that cause short term volatility such as those that may be caused by the bitcoin block reward halving expected to occur in 2024.

 4

 The Power Generation Industry in New York State, page 125

9.
 The following disclosures you added on page 125 in response to prior comment 20 appear to be inconsistent.
Please revise or clarify your disclosure to better explain the distinction:

•

 “It is possible that supply side constraints may impact the ability of our suppliers to timely fulfill
our open orders.”

•

 “Greenidge does not anticipate any supply side constraints to impact the ability of its suppliers to
deliver on the remaining miners not yet manufactured.”

 Response: In response to the Staff’s
comment, the disclosure on page 125 of Amendment No. 2 has been revised to note that while there exists a possibility that supply side constraints may impact the ability of Greenidge’s suppliers to timely fulfill its open orders,
Greenidge does not anticipate any supply side constraints to impact the ability of its suppliers to deliver on the remaining miners not yet manufactured. Greenidge also notes that it has not experienced any issues with suppliers fulfilling orders to
date.

 Legal Proceedings, page 133

10.
 Please provide all the disclosure required by Item 103 of Regulation
S-K for the six complaints filed since the announcement of the merger, including the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto.

 Response: In response to the Staff’s comment, the disclosure on page 133 of Amendment No. 2
has been revised to provide the disclosure required by Item 103 of Regulation S-K.

 Management’s
Discussion and Analysis of Financial Condition and Results of Operations for Greenidge

 Overview, page 134

11.
 We note your revisions provided in response to prior comment 23. Please further revise to address the
following:

•

 You disclose that your
behind-the-meter power generation capability provides a stable, cost-effective source of power. However, you disclose in a risk factor that market prices for natural
gas, among other things, is volatile, unpredictable and tends to fluctuate substantially. Please disclose the reasons why you believe you have a stable, cost-effective source of power in light of your risk factor disclosure.

•

 Discuss the trends in the natural gas market during your reported periods and whether those trends are
consistent with past or future expected trends.

 5

•

 Disclose the material factors that could cause volatility in the natural gas supply market and discuss the
steps you are taking to mitigate such factors on your results of operations, if any.

•

 Disclose specifically whether any of your natural gas purchase contracts are hedged at the balance sheet dates
or were hedged during the reporting periods and discuss any impacts on your results of operations.

 Response:
In response to the Staff’s comment, the disclosure on page 134 of Amendment No. 2 regarding Greenidge’s behind-the-meter power generation capability
has been revised to provide the reasons why Greenidge believes it has a stable, cost-effective source of power in light of the risk factor disclosure. The disclosure on page 134 of Amendment No. 2 has also been revised to include a
discussion around trends in the natural gas market during its reported periods. Additionally, Greenidge has disclosed material factors that could cause volatility in the natural gas supply market and discussed the steps it is taking to mitigate such
factors. Greenidge has also revised the disclosure on page 134 of Amendment No. 2 to explain that Greenidge enters into forward contracts for the purchase of a portion of anticipated natural gas purchases to partially mitigate the
financial impacts of natural gas volatility and that these contracts are not considered hedges for accounting purposes as they qualify for the normal purchases and sales exception under ASC 815 as they are physically settled.

Results of Operations

 Comparison of Quarters Ended
March 31, 2021 and 2020, page 135

12.
 You disclose that there are no specific cryptocurrency customers due to the nature of bitcoin. However, in
your financial statements, you state that your contracts are with the mining pool operators. Please tell us whether you consider the mining pool operator to be your customer and if so, disclose any concentrations accordingly.

 Response: In response to the Staff’s comment, the disclosure on pages 136 and 138 of Amendment
No. 2 has been revised to indicate that Greenidge does consider mining pool operators as its customers and also to include disclosure regarding customer concentration. It is noted that Greenidge’s disclosure regarding mining pool operators
as customers is consistent with that of its competitors.

13.
 You disclose that the 293.1% increase in cryptocurrency mining revenue in the quarter ended March 31,
2021 compared to the prior year’s quarter was attributable to your increased mining fleet and average hash rate. However, on page 139, you disclose that the number of bitcoins mined for this quarter was 212 compared to 282 for the prior
year’s quarter. Please discuss how the price of bitcoin factored into the amount of revenues generated from cryptocurrency mining. Provide a discussion of trends in bitcoin pricing and how it impacts your results of operations.

 Response: In response to the Staff’s comment, the disclosure on page 135 of Amendment No. 2
has been revised to note that G

United States securities and exchange commission logo
July 12, 2021
Jeffrey E. Kirt
Chief Executive Officer
Greenidge Generation Holdings Inc.
590 Plant Road
Dresden, NY 14441
Re:Greenidge Generation Holdings Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed June 25, 2021
File No. 333-255741
Dear Mr. Kirt:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 7, 2021 letter.
Amendment No. 1 to Form S-4
Cover page
1.Please move the disclosure provided in response to prior comment 1 from the registration
statement cover page to the proxy statement/prospectus cover page.
Note 1 - Description of Transaction and basis of Presentation, page 28
2.You state that your pro forma information has been prepared based on a preliminary
estimate of fair value from a third-party valuation firm.  To the extent you relied upon a
third-party valuation specialist, please disclose the name of the specialist and include the
expert's consent pursuant to Securities Act Rule 436(b) of Regulation C.  Alternatively,
clarify your reference to this third-party valuation. Refer to Question 141.02 of our

 FirstName LastNameJeffrey E. Kirt
 Comapany NameGreenidge Generation Holdings Inc.
 July 12, 2021 Page 2
 FirstName LastNameJeffrey E. Kirt
Greenidge Generation Holdings Inc.
July 12, 2021
Page 2
Compliance and Disclosure Interpretations on Securities Act Sections for additional
guidance.
Note 4 - Pro forma adjustments, page 29
3.As your intangible assets expected to be recorded are comprised of different assets that
will be amortized over different periods, please revise footnote (f) to separately present
the portion of the adjustment related to each intangible.  Alternatively, revise to disclose
the estimated intangible asset separately for each type of intangible.  Also, disclose
the method used to determine the amortization expense Refer to Article 11-02(a)(8) of
Regulation S-X.
4.We note that footnote (h) includes adjustments for D&O insurance yet to be incurred.
Please tell us whether this is related to your reorganization or to the merger with Support.
To the extent that this, or any other adjustment included, relates to your reorganization,
please revise your footnote to provide separate quantification of the portion of the
adjustment related to the reorganization and the merger.  Refer to Article 11-02(b)(4)(ii)
of Regulation S-X. You also state that this adjustment includes an amount for the
estimated value of the Investor Fee based upon the percent ownership and the estimated
valuation of the combined entity; however, this is separately reflected in adjustment (e).
Please explain or revise.
5.Please refer to prior comment 3. We note that you present the income tax impacts for both
the merger and your reorganization in one adjustment.  Please revise footnote (i) to
separately quantify the portion of the adjustment related to the merger and the portion
related to your reorganization.
Reasons for the Merger, page 73
6.In response to prior comment 12, you indicate that Greenidge does not believe that any
changes in mining economics since the announcement of the proposed Merger have
materially affected the projected financial information included in the materials
disseminated by Greenidge and Support in connection with the announcement of the
proposed Merger.  Please disclose and discuss the decrease in the price of bitcoin since the
Greenidge projections were prepared and why this would not materially impact the
Greenidge projections.  In this regard, you indicate on page 89 that the Greenidge
projections were based on a revenue rate of $325/MWh, implying a bitcoin price of
approximately $51,000.
Support Projections, page 88
7.We note the assumptions underlying the Support projections disclosed in response to prior
comment 13.  Please discuss the extent to which the assumptions do not reflect recent
historical trends experienced by Support and why these assumptions were made.

 FirstName LastNameJeffrey E. Kirt
 Comapany NameGreenidge Generation Holdings Inc.
 July 12, 2021 Page 3
 FirstName LastNameJeffrey E. Kirt
Greenidge Generation Holdings Inc.
July 12, 2021
Page 3
Greenidge Projections, page 89
8.We note the assumptions underlying the Greenidge projections disclosed in response to
prior comment 14.  Please provide more information about the bases for the assumptions
and why they were chosen.  For example,
•Disclose how each assumption compares to the then-current rates as well as to
historical trends.
•In light of volatility in both the bitcoin and gas and power markets, explain why
Greenidge prepared projections through 2025 and applied the same assumptions to all
periods.
•Disclose whether the projections take into consideration the bitcoin block reward
halving expected to occur in 2024.
The Power Generation Industry in New York State, page 125
9.The following disclosures you added on page 125 in response to prior comment 20 appear
to be inconsistent.  Please revise or clarify your disclosure to better explain the distinction:
•"It is possible that supply side constraints may impact the ability of our suppliers to
timely fulfill our open orders."
•"Greenidge does not anticipate any supply side constraints to impact the ability of its
suppliers to deliver on the remaining miners not yet manufactured."
Legal Proceedings, page 133
10.Please provide all the disclosure required by Item 103 of Regulation S-K for the six
complaints filed since the announcement of the merger, including the name of the court or
agency in which the proceedings are pending, the date instituted, the principal parties
thereto.
Management's Discussion and Analysis of Financial Condition and Results of Operations for
Greenidge
Overview, page 134
11.We note your revisions provided in response to prior comment 23.  Please further revise to
address the following:
•You disclose that your behind-the-meter power generation capability provides a
stable, cost-effective source of power.  However, you disclose in a risk factor that
market prices for natural gas, among other things, is volatile, unpredictable and tends
to fluctuate substantially.  Please disclose the reasons why you believe you have a
stable, cost-effective source of power in light of your risk factor disclosure.
•Discuss the trends in the natural gas market during your reported periods and whether
those trends are consistent with past or future expected trends.
•Disclose the material factors that could cause volatility in the natural gas supply
market and discuss the steps you are taking to mitigate such factors on your results of
operations, if any.

 FirstName LastNameJeffrey E. Kirt
 Comapany NameGreenidge Generation Holdings Inc.
 July 12, 2021 Page 4
 FirstName LastNameJeffrey E. Kirt
Greenidge Generation Holdings Inc.
July 12, 2021
Page 4
•Disclose specifically whether any of your natural gas purchase contracts are hedged
at the balance sheet dates or were hedged during the reporting periods and discuss
any impacts on your results of operations.
Results of Operations
Comparison of Quarters Ended March 31, 2021 and 2020, page 135
12.You disclose that there are no specific cryptocurrency customers due to the nature of
bitcoin.  However, in your financial statements, you state that your contracts are with the
mining pool operators.  Please tell us whether you consider the mining pool operator to be
your customer and if so, disclose any concentrations accordingly.
13.You disclose that the 293.1% increase in cryptocurrency mining revenue in the quarter
ended March 31, 2021 compared to the prior year's quarter was attributable to your
increased mining fleet and average hash rate.  However, on page 139, you disclose that the
number of bitcoins mined for this quarter was 212 compared to 282 for the prior year's
quarter.  Please discuss how the price of bitcoin factored into the amount of revenues
generated from cryptocurrency mining.  Provide a discussion of trends in bitcoin pricing
and how it impacts your results of operations.
Key Metrics and Non-GAAP Financial Measures, page 139
14.We note that you present cash cost for MWh for both your bitcoin mining and power
generation activities.  As cash cost appears to be a non-GAAP measure, please revise  to
disclose the relevant GAAP measure with greater prominence, reconcile this measure to
the GAAP measure and provide disclosure about why cash cost provides useful
information to investors.  Refer to Item 10(e) of Regulation S-K and SEC Release No. 33-
8176.
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
15.Please tell us why your auditors appear to have issued their audit report in draft form and
revise to include a properly dated and signed opinion pursuant to Rule 2-02(a) of
Regulation S-X.  Also, tell us why you have not filled in the date through which
subsequent events were evaluated in Note 13 of your unaudited interim financial
statements. Refer to ASC 855-10-50-1(a).
Consolidated Statement of Operations, page F-4
16.We note your response to prior comment 36.  As the generation of power appears directly
related to the generation of both your digital assets and power generation revenues, please
provide additional information as to why you do not allocate any plant infrastructure
depreciation to your cost of revenue for either revenue stream.  Tell us what assets the
depreciation on plant infrastructure relates to as well as how you concluded that these
assets do not contribute to revenue generation.

 FirstName LastNameJeffrey E. Kirt
 Comapany NameGreenidge Generation Holdings Inc.
 July 12, 2021 Page 5
 FirstName LastName
Jeffrey E. Kirt
Greenidge Generation Holdings Inc.
July 12, 2021
Page 5
Note 11. Subsequent Events, page F-21
17.Please revise the share information presented herein to reflect your 4 for 1 stock split in
March of 2021.  Refer to ASC 855-10-25-4 and SAB Topic 4.C.
Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets, page F-24
18.You state that as a result of the corporate restructuring in January 2021, Greenidge is the
successor entity for accounting purposes to GGH LLC and the financial information
presented is that of GGH LLC through January 29, 2021 and Greenidge thereafter.  Please
revise to reflect the units that were outstanding at December 31, 2020 in your interim
period balance sheet disclosures.  Also, include a discussion in Note 2 to such financials
regarding the predecessor/successor financial statement presentation.
Condensed Consolidated Statements of Operations (Unaudited), page F-25
19.Please present a measure of earnings per share on the face of your income statement for
the period during which your common stock was outstanding.  Refer to ASC 260-10-45-2.
            You may contact Rebekah Lindsey, Senior Staff Accountant, at (202) 551-3303 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters.  Please contact Kathleen Krebs,
Special Counsel, at (202) 551-3350 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Christopher M. Zochowski, Esq.

CORRESP
1
filename1.htm

CORRESP

 599 Lexington Avenue

New York, NY 10022-6069

+1.212.848.4000

 VIA EDGAR

June 25, 2021

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Technology

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Greenidge Generation Holdings Inc.

Registration Statement on Form S-4

Filed May 4, 2021

File No. 333-255741

Ladies and Gentlemen:

 On behalf of our client, Greenidge
Generation Holdings Inc. (“Greenidge”), we are writing to submit Greenidge’s responses to the written comments of the staff (the “Staff”) of the Division of Corporate Finance of the United States Securities and
Exchange Commission (the “SEC”), set forth in its letter dated June 7, 2021 (the “Comment Letter”), relating to Greenidge’s Registration Statement on Form S-4 (File No. 333-255741) filed with the SEC on May 4, 2021 (the “Registration Statement”). Greenidge has filed today via EDGAR Amendment No. 1 to the Registration Statement (“Amendment
No. 1”).

 To facilitate your review of Greenidge’s responses, we have set forth below in italics each comment of
the Staff in the Comment Letter, followed immediately by Greenidge’s response thereto. References in the responses to page numbers are to pages of Amendment No. 1, unless otherwise indicated. Capitalized terms used but not defined herein
have the meanings given to such terms in Amendment No. 1.

 *****

 Registration Statement on Form S-4 filed May 4, 2021

 Cover Page

1.
 Please disclose the percentage of equity and voting control that each of Support’s and Greenidge’s
shareholders will hold after the offering. Disclose that Greenidge will be a “controlled company” and will be exempt from certain Nasdaq corporate governance requirements. Identify the Greenidge shareholder who, with its affiliates, will
be the Controlling Stockholder, and disclose the percentage of equity and voting control it will hold following the merger.

Response: In response to the Staff’s comment, the disclosure on the cover page of Amendment No. 1 has been revised to note
that it is expected that, immediately following the closing of the Merger, the 2,998,261 shares of class A common stock payable as Merger Consideration will represent approximately 7.7% of the outstanding capital stock and approximately 0.9% of the
voting power of Greenidge and the current stockholders of Greenidge will own approximately 90.0% of the outstanding capital stock and approximately 99.0% of the voting power of Greenidge. It is also expected that Greenidge will qualify as a
“controlled company” and will be exempt from certain Nasdaq corporate governance requirements as its largest existing stockholder, Atlas Capital Resources (A9) LP, together with its affiliates, is expected to own, immediately following the
closing of the Merger, approximately 68.8% of the outstanding capital stock and approximately 76.2% of the voting power of Greenidge.

 Material U.S.
Federal Income Tax Consequences of the Merger, page 19

2.
 You disclose that you intend for the merger to qualify as a “reorganization” within the meaning of
Section 368(a) of the Internal Revenue Code. To the extent you believe that the merger qualifies as a reorganization within Section 368(a) of the Internal Revenue Code, you must obtain a legal opinion supporting
such a conclusion. Otherwise, revise your disclosure here and elsewhere to state that it is uncertain whether the merger will qualify as a tax-free reorganization and describe the potential consequences to
shareholders, including a summary of the tax consequences if the merger fails to qualify as a 368(a) reorganization. Refer to Item 601(b)(8) of Regulation S-K.

Response: In response to the Staff’s comment, Greenidge notes that Pillsbury, special tax counsel to Support, has issued a federal
income tax opinion that that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, subject to the assumptions, qualifications and limitations set forth therein, and that such
opinion has been filed as Exhibit 8.1 to Amendment No. 1.

 The disclosure on pages 19, 38, and 177 has been revised to reflect
Pillsbury’s opinion that the merger will qualify as a tax-free reorganization.

 2

 Unaudited Pro Forma Condensed Combined Financial Information

Pro Forma Condensed Combined Statement of Operations, page 27

3.
 Please tell us why you have not included a pro forma adjustment to reflect the income tax impact of
Greenidge’s conversion from an LLC to a Corporation or revise as necessary.

 Response: In response to the
Staff’s comment, the disclosure on page 27 and in footnote (i) of Note 4 on page 30 of Amendment No. 1 has been revised to include a pro forma adjustment to reflect the income tax impact of Greenidge’s conversion from a limited liability
company to a corporation.

4.
 Please revise to include an adjustment to reflect the transaction costs in your income statement. Refer to
Article 11-02(a)(6)(i)(B) of Regulation S-X.

Response: In response to the Staff’s comment, the disclosure on page 27 and in footnote (h) of Note 4 on page 30 of Amendment
No. 1 has been revised to include an adjustment to reflect the transaction costs in Greenidge’s income statement.

 Note to the Unaudited Pro
Forma Condensed Combined Financial Information

 Note 4 – Pro forma adjustments, page 29

5.
 Please revise footnote (c) to disclose the method used to determine the adjustment and the period over
which the intangible assets are assumed to be amortized. Refer to Article 11-02(a)(8) of Regulation S-X.

Response: In response to the Staff’s comment, the disclosure in footnote (f) (previously footnote (c)) on page 30 of Amendment
No. 1 has been revised to note that: (i) the intangible assets include customer contracts and Support’s trade name; (ii) the adjustment was determined for the customer contracts based on the income approach, by determining the
present value of expected future cash flows from such contracts, and the adjustment for the Support trade name was based on the relief from royalty method; and (iii) the resulting values of the Support trade name is assumed to be amortized over
a 10-year period and the customer contracts are assumed to be amortized over a 5-year period.

6.
 Note (g) indicates Greenidge’s Series A preferred stock automatically converts to Series B common
stock upon effectiveness of a registration statement registering these shares for resale. Further, the pro forma presentation assumes a 1:1 conversion of Greenidge’s Series A preferred stock into Series B common stock. Please tell us how you
determined this adjustment is appropriate. In this regard, we note the cover page of your registration statement indicates that only Class A shares are being registered. Refer to Article 11-02(a)(6) of
Regulation S-X.

 3

 Response: In response to the Staff’s comment, the disclosure in footnote (d)
(previously footnote (g)) of Note 4 on page 30 of Amendment No. 1 has been revised to correctly state that each share of series A preferred stock will be converted into four shares, rather than one share, of class B common stock and to clarify
that such conversion will occur upon the filing and effectiveness of a registration statement registering such underlying class B common stock for resale, which Greenidge expects to file with the SEC promptly after the mailing of the proxy
statement/prospectus to Support stockholders. In addition, on March 16, 2021, Greenidge effectuated a forward stock split whereby each outstanding share of common stock was split into four new shares of common stock. While the number of
outstanding shares of series A preferred stock was not affected by the split, the conversion ratio associated with the series A preferred stock was amended such that each outstanding share of series A preferred stock would be convertible into four
times as many shares of common stock into which it was previously convertible.

7.
 Please revise footnote (g) to disclose the number of Class A common shares issued to
Support.com’s shareholders separately from the shares to be issued to the Investor as a consulting fee for transactions contemplated by the Merger Agreement. Also, clarify whether the value of the Investor Fee shares is included in adjustment
(h) and if not, please explain why not.

 Response: In response to the Staff’s comment, the
disclosure in footnote (d) (previously footnote (g)), of Note 4 on page 30 of Amendment No. 1 has been revised to provide that 2,998,261 Class A common shares will be issued to Support stockholders as consideration for the Merger.
Greenidge has also revised the disclosure in footnote (h) (previously footnote (j)), of Note 4 on page 30 of Amendment No. 1 to note that the estimated value of the Investor Fee based upon the percentage ownership and the estimated
valuation of the combined entity has been included as an adjustment to Selling, General and Administrative expenses.

 Greenidge also notes
that the number of Class A common shares to be issued to the Investor is already disclosed in footnote (d) of Note 4 to the pro forma financial statements on page 30 of Amendment No. 1.

Background of the Merger, page 66

8.
 Please clarify when Support and the Investor began their relationship, which party reached out to the other,
and why Support retained the Investor to help consider potential transactions or investments in Support. Discuss what alternatives were considered by Support.

Response: In response to the Staff’s comment, the disclosure in the section titled “Background of the Merger” on pages 66-73 of Amendment No. 1 has been supplemented to note when Support and the Investor first had substantive contact, both generally and in respect of the Merger, to clarify that Support has never engaged or
retained the Investor as an advisor or consultant or in any other capacity, as well as to discuss alternatives proposed by the Investor and considered by Support.

 4

9.
 Please include a section that discusses the Investor’s role in the merger. Discuss the Investor’s
transactions with and compensation by each party as well as any other benefits to the Investor in connection with the transactions and consummation of the merger. Disclose any relationship or affiliation between the Investor and its affiliates and
Support or Greenidge and their affiliates prior to the Investor introducing the parties

 Response: In response to
the Staff’s comment, the disclosure in the section titled “Background of the Merger” on page 66-73 of Amendment No. 1 has been supplemented to provide a description of the Investor’s
role in the Merger. As set forth in the revised disclosure, in January 2021, the Investor assessed that the potential transaction involving Greenidge and Support might be an attractive and viable transaction opportunity for each of Greenidge,
Support and the Investor. The Investor identified each of Greenidge and Support to the other and presented to both parties the potential terms of a transaction involving an investment by Investor and a merger between Greenidge and Support. As
detailed in the “Background of the Merger,” the transaction structure originally proposed by Investor included an investment by the Investor in a new convertible preferred stock of Support, Support’s investment in the Greenidge Series
A Private Placement, and a subsequent merger of Greenidge into Support, with a 1.5% consulting fee to be paid to the Investor upon consummation of the transaction for its efforts to propose, structure and facilitate these transactions. Over the
course of evaluation and negotiation of the transaction, the terms shifted into an investment by the Investor in each of Greenidge series A preferred stock and Support common stock and Support’s merger with Greenidge, including the originally
proposed 1.5% consulting fee to Investor. Each of Greenidge and Support engaged and was advised by its own financial adviser, counsel, accountants and other professionals in connection with their evaluation and negotiation of the transactions and
Merger, and the Investor and its internal and outside counsel participated in the discussions and negotiations and supported the other parties and their advisers in structuring and facilitating agreement on terms for the proposed transactions in an
expeditious manner.

 As set forth in the disclosure in the Registration Statement and clarified in Amendment No. 1, the
Investor’s transactions with Support and Greenidge are limited to (i) its purchase of shares of Support common stock under the Subscription Agreement, which Subscription Agreement provides the Investor with registration rights and board
appointment rights (two seats at or above 10% stock ownership; one seat at or above 5% but below 10%) if the Merger is terminated and reimbursement of up to $35,000 of the Investor’s legal fees in connection with the subscription, and
(ii) its purchase of Greenidge series A preferred shares on terms provided for in the Greenidge private placement generally, and beyond the Investor Fee (562,174 shares of Greenidge common stock to be issued as compensation to the Investor at
Closing), the Investor receives no other compensation or benefits from either Greenidge or Support in connection with the transactions and consummation of the Merger. Other than the previous contacts between the Investor and each of Greenidge and
Support as described in the supplemental disclosure in Amendment No. 1 provided in response to this comment and Comment #8, there was no relationship or affiliation between the Investor and its affiliates on the one hand and Support or
Greenidge and their respective affiliates on the other hand prior to the Investor introducing the parties.

 5

10.
 Please address what discussions the parties had over the extent to which Support’s business would
continue operating and be supported once acquired by Greenidge.

 Response: In response to the Staff’s
comment, the disclosure on page 71 of Amendment No. 1 has been revised to note that, between March 3 and 18, 2021, Greenidge and Support discussed future plans for the Support business and following such discussions, the parties expressed
their intention to continue to operate the Support business following the Closing.

11.
 Please discuss how the parties determined a $1.1 billion valuation of Greenidge.

 Response: In response to the Staff’s comment, the disclosure on page 71 of Amendment No. 1 has been
revised to explain that the $1.1 billion valuation of Greenidge resulted from the parties’ agreement to increase the cash consideration from Support to $33 million (from $5 million) and to increase the stock consideration from
Greenidge to 3% (from 2%), which reflected a valuation of $1.1 billion.

 Reasons for the Merger, page 73

12.
 Under “Greenidge Projections” on page 89, you disclose that the projections provided in the table
were “prepared based on mining economics then in effect and applicable to Greenidge as of March 4, 2021, which mining economics changed subsequent thereto and as such do not represent projections as of the date of this proxy
statement/prospectus.” Please discuss how the mining economics have changed to date and how these changes have impacted how the Support board considers the conclusions of the fairness opinion from BTIG and the value of the consideration that
Support shareholders will receive in the merger.

 Response: In response to the Staff’s comment, the
disclosure under “Greenidge Projections” on page 89 of Amendment No. 1 has been revised to remove the sentence referring to mining economics, as upon further review and consideration of all relevant factors and circumstances, Greenidge
does not believe that any changes in mining economics since the announcement of the proposed Merger have materially affected the projected financial information included in the materials disseminated by Greenidge and Support in connection with the
announcement o

United States securities and exchange commission logo
June 7, 2021
Jeffrey E. Kirt
Chief Executive Officer
Greenidge Generation Holdings Inc.
590 Plant Road
Dresden, NY 14441
Re:Greenidge Generation Holdings Inc.
Registration Statement on Form S-4
Filed May 4, 2021
File No. 333-255741
Dear Mr. Kirt:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-4 filed May 4, 2021
Cover Page
1.Please disclose the percentage of equity and voting control that each of Support’s and
Greenidge’s shareholders will hold after the offering.  Disclose that Greenidge will be a
“controlled company” and will be exempt from certain Nasdaq corporate governance
requirements.  Identify the Greenidge shareholder who, with its affiliates, will be the
Controlling Stockholder, and disclose the percentage of equity and voting control it will
hold following the merger.
Material U.S. Federal Income Tax Consequences of the Merger, page 19
2.You disclose that you intend for the merger to qualify as a “reorganization” within the
meaning of Section 368(a) of the Internal Revenue Code.  To the extent you believe that

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Greenidge Generation Holdings Inc.
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the merger qualifies as a reorganization within Section 368(a) of the Internal Revenue
Code, you must obtain a legal opinion supporting such a conclusion.  Otherwise, revise
your disclosure here and elsewhere to state that it is uncertain whether the merger will
qualify as a tax-free reorganization and describe the potential consequences to
shareholders, including a summary of the tax consequences if the merger fails to qualify
as a 368(a) reorganization. Refer to Item 601(b)(8) of Regulation S-K.
Unaudited Pro Forma Condensed Combined Financial Information
Pro Forma Condensed Combined Statement of Operations, page 27
3.Please tell us why you have not included a pro forma adjustment to reflect the income tax
impact of Greenidge's conversion from an LLC to a Corporation or revise as necessary.
4.Please revise to include an adjustment to reflect the transaction costs in your income
statement.  Refer to Article 11-02(a)(6)(i)(B) of Regulation S-X.
Notes to the Unaudited Pro Forma Condensed Combined Financial Information
Note 4 - Pro forma adjustments, page 29
5.Please revise footnote (c) to disclose the method used to determine the adjustment and the
period over which the intangible assets are assumed to be amortized.  Refer to Article 11-
02(a)(8) of Regulation S-X.
6.Note (g) indicates Greenidge's Series A preferred stock automatically converts to Series B
common stock upon effectiveness of a registration statement registering these shares for
resale.  Further, the pro forma presentation assumes a 1:1 conversion of Greenidge's
Series A preferred stock into Series B common stock.  Please tell us how you determined
this adjustment is appropriate.  In this regard, we note the cover page of your registration
statement indicates that only Class A shares are being registered.  Refer to Article 11-
02(a)(6) of Regulation S-X.
7.Please revise footnote (g) to disclose the number of Class A common shares issued to
Support.com's shareholders separately from the shares to be issued to the Investor as a
consulting fee for transactions contemplated by the Merger Agreement.  Also, clarify
whether the value of the Investor Fee shares is included in adjustment (h) and if not,
please explain why not.
Background of the Merger, page 66
8.Please clarify when Support and the Investor began their relationship, which party reached
out to the other, and why Support retained the Investor to help consider potential
transactions or investments in Support.  Discuss what alternatives were considered by
Support.
9.Please include a section that discusses the Investor’s role in the merger.  Discuss the
Investor’s transactions with and compensation by each party as well as any other benefits
to the Investor in connection with the transactions and consummation of the merger.

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Jeffrey E. Kirt
Greenidge Generation Holdings Inc.
June 7, 2021
Page 3
Disclose any relationship or affiliation between the Investor and its affiliates and Support
or Greenidge and their affiliates prior to the Investor introducing the parties.
10.Please address what discussions the parties had over the extent to which Support’s
business would continue operating and be supported once acquired by Greenidge.
11.Please discuss how the parties determined a $1.1 billion valuation of Greenidge.
Reasons for the Merger, page 73
12.Under “Greenidge Projections” on page 89, you disclose that the projections provided in
the table were “prepared based on mining economics then in effect and applicable to
Greenidge as of March 4, 2021, which mining economics changed subsequent thereto and
as such do not represent projections as of the date of this proxy statement/prospectus.”
Please discuss how the mining economics have changed to date and how these changes
have impacted how the Support board considers the conclusions of the fairness opinion
from BTIG and the value of the consideration that Support shareholders will receive in the
merger.
Opinion of Support's Financial Advisor, page 77
13.Please disclose where Support and Greenidge fell in the range of values for each analysis.
Certain Prospective Financial Information
Support Projections, page 88
14.Please disclose any material assumptions underlying the Support projections.  For
example, explain why the Support projections show a reversal in its trend of declining
revenues and gross profit.
Greenidge Projections, page 89
15.Please disclose any material assumptions underlying the Greenidge projections.  For
example, disclose the material assumptions about mining economics and Greenidge’s
power generation facilities.
Corporate History and Structure, page 120
16.Please disclose how long the Greenidge power plant had been idle and why.
Information about Greenidge, page 120
17.You highlight Greenidge’s lower energy costs for bitcoin mining.  Please provide
historical, quantified disclosure of your costs to generate power and to mine bitcoin.

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Bitcoin Revenues, page 122
18.Please disclose whether Greenidge has a policy in place regarding when and how it will
exchange bitcoin for fiat currency to fund operations or growth and through what
exchange. To the extent it has an agreement with a third-party exchange, please disclose
the material terms and file the agreement as an exhibit, and provide a discussion of the
fees incurred in converting bitcoin to fiat currency. Discuss whether your bitcoin will be
held in digital wallets, exchanges or hardware wallet, and the security precautions you will
take to keep the mined bitcoin secure.
Bitcoin Mining Operations, page 125
19.Please disclose the models of the 6,900 ASIC miners you deployed in 2020.
20.We note that Greenidge has entered into agreements to acquire a substantial number of
miners. Please revise to identify the principal suppliers and the material terms of the
agreements, including termination provisions and any minimum delivery requirements. In
addition, disclose whether the miners you are acquiring will be pre-owned or newly
manufactured.  Disclose whether the ASIC miners have already been manufactured or if
the current supply side constraints might impact the ability of your suppliers to fulfill the
agreements.
Future Expansion Plans, page 126
21.You disclose that you intend to achieve “at least 500 MW of mining capacity by 2025.”
Please discuss the assumptions underlying this statement, including the number of miners
and facilities required to achieve this goal.
Employees, page 129
22.Please disclose the number of employees involved in operating the plant and the number
involved in bitcoin mining operations.
Management's Discussion and Analysis of Financial Condition and Results of Operations for
Greenidge
Overview, page 134
23.You disclose that your behind-the-meter power generation capability provides a stable,
cost-effective source of power for bitcoin mining activities.  Please revise to provide a
discussion of the contract you maintain with your major power vendor or any other
material natural gas vendors.  Discuss whether your contracts are subject to renegotiation,
counterparty risk or other cost volatility that may impact your results of operations.  If so,
please revise to discuss the factors that would impact your cost of power generation, any
uncertainties in sourcing or pricing that may result and the actions you take to mitigate
such uncertainties.  Refer to Item 303 of Regulation S-K and Section III of SEC Release
No. 33-8350.

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24.You disclose the number of miners, hash rate, power capacity, mining operations energy
consumption and megawatt mining capacity for various periods.  Please revise to present
these metrics for all periods included in your filing.  Tell us whether management
uses cost per MWh and cost to mine per bitcoin in managing your business and if so,
please disclose such metrics for all periods presented. Also, tell us what metrics
management uses to monitor or evaluate your revenue or costs related to power
generation. Lastly, please disclose the following:
•A clear definition of the metrics and how they are calculated;
•A statement indicating the reasons why the metric provides useful information to
investors;
•A statement indicating how management uses the  metric in managing or monitoring
the performance of the business; and
•Any estimates or assumptions  underlying the metric or its calculation.
Refer to Item 303 of Regulation S-K and SEC Release No. 33-10751.
25.Please disclose whether the additional purchase commitments for bitcoin miners entered
into during the first quarter of 2021 are firm commitments or cancellable.  Also, revise
your liquidity section to discuss this known demand on your future liquidity.  Refer to
Item 303 of Regulation S-K.
Results of Operations, page 135
26.To better illustrate the relationship between price and volume for your power and capacity
revenue and related cost of revenue, please disclose the number of megawatts sold, price
realized per megawatt sold or the percentage changes in each. Also, expand your
discussion of why COVID had an impact on your price realized per megawatt hour.  If
COVID is expected to continue to impact your power and capacity revenue,
please disclose the approximate length of time you expect that impact to continue. Refer
to CF Disclosure Guidance: Topic No. 9, Item 303 of Regulation S-K and SEC Release
No. 33-8350.
27.Please disclose the number of bitcoin that Greenidge received for its mining activities in
2020. Discuss material trends in the rate of bitcoin mined and the amount of transaction
fees received for supporting the bitcoin network and how these factors impacted
cryptocurrency mining revenues.  Also discuss material trends in the transaction fees paid
to pooling operators and the price of electricity and how they impacted the cost of
cryptocurrency mining.  Discuss whether you expect these trends to continue.
Non-GAAP Financial Measures, page 137
28.We note your adjustment for business development costs.  Please provide more
information about the nature of the items included in this adjustment and tell us how you
concluded that these were not normal, recurring, cash operating expenses necessary to
operate your business.  Refer to Question 100.01 of the Non-GAAP Compliance and
Disclosure Interpretations.

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Liquidity, page 139
29.We note that the majority of your revenue is generated through the receipt of non-cash
compensation in the form of bitcoin.  Please revise to disclose whether your business
strategy is to hold any digital assets received for investment purposes or whether your
strategy is to convert them into cash after receipt.  Please discuss the average period
between receipt of the non-cash consideration and the subsequent conversion to cash and
discuss any risks to your liquidity caused by volatility in bitcoin pricing.
Critical Accounting Policies and Estimates
Digital Assets, page 141
30.Your disclosure indicates that when events or circumstance indicate that digital assets may
be impaired, they are tested for impairment; however, your risk factor disclosure on page
46 indicates that these assets are reviewed for impairment annually.  Please revise to
describe the events or circumstances that would trigger an impairment assessment more
frequently than annually. Clarify how you consider the daily spot price obtained from a
prominent exchange for purposes of recording revenue in your consideration of whether
events or circumstances indicate that your digital assets may be impaired.  If you do not
consider such declines to be an indicator that your digital assets may be impaired, discuss
any factors you consider when making that conclusion.  Refer to ASC 350-30-18B and
18C.
Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Support, page 159
31.To provide context regarding why Greenidge appears as a beneficial owner in the
beneficial ownership table of Support, indicate in footnote 8 that Greenidge has an
irrevocable proxy to vote the shares owned by the director and executive officers of
Support and the Investor under the Voting Agreement.  Also disclose Greenidge’s
irrevocable proxy for the shares subject to the Voting Agreement where you discuss the
agreement in the forepart of the document.
32.Disclose the natural persons who have sole or shared dispositive or voting control over the
Support shares beneficially owned by the Investor, 210 Capital, LLC.
Description of Securities, page 161
33.Please summarize the transfers of Class B common stock that trigger automatic
conversion and the transfers that are considered “Permitted Transfers.”
34.We note you incorporate by reference the historical and future reports of Support.  Please
tell us how Support “meets the requirements for use of Form S-3” as set forth in General
Instruction C.1 of Form S-4.

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Consolidated Financial Statements
Report of Independent Public Accounting Firm, page F-2
35.Please revise to include a report of the independent registered public accounting firm
indicating that their audit was conducted in accordance with standards of the PCAOB
rather than only the auditing standards of the PCAOB or explain.  Refer to the guidance in
paragraph .09 of AS3101.
Consolidated