As filed with the Securities and Exchange Commission on May 4, 2021

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GREENIDGE GENERATION HOLDINGS INC.

(Exact name of registrant as specified in its charter)

590 Plant Road

Dresden, NY 14441

(315) 536-2359

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jeffrey E. Kirt

Chief Executive Officer

590 Plant Road

Dresden, NY 14441

(315) 536-2359

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and upon completion of the merger described in the accompanying proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

PRELIMINARY—SUBJECT TO COMPLETION—DATED [*], 2021

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF

and

PROSPECTUS FOR 2,998,261 SHARES OF CLASS A COMMON STOCK OF

MERGER PROPOSALS—YOUR VOTE IS VERY IMPORTANT

[ __ ], 2021

Dear Support Stockholder:

You are cordially invited to a special meeting of stockholders of Support.com, Inc. to be held on [ __ ], 2021 at 8:00 a.m., Pacific Time, at [ __ ]. At the special meeting, you will be asked to vote on the important matters described in detail in the notice of special meeting of stockholders and the proxy statement/prospectus accompanying this letter.

The proxy statement/prospectus is being provided to you as a stockholder of Support.com, Inc., which we refer to as “Support”, in connection with the proposed merger with a subsidiary of Greenidge Generation Holdings Inc., a Delaware corporation, which we refer to as “Greenidge”. These terms and others used in this introduction are defined in the proxy statement/prospectus under the caption “Frequently Used Terms”.

At the special meeting, you will be asked to vote on the adoption of an agreement and plan of merger, dated as of March 19, 2021 (the “Signing Date”), as it may be amended from time to time (the “Merger Agreement”), by and among Support, Greenidge and GGH Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Greenidge (“Merger Sub”), pursuant to which Merger Sub will be merged with and into Support, with Support continuing as the surviving corporation and a wholly-owned subsidiary of Greenidge (such transaction, the “Merger”) as more fully described in the proxy statement/prospectus. The Merger Agreement is attached to the proxy statement/prospectus as Annex A.

Under the Merger Agreement, the aggregate consideration payable to holders of shares of Support common stock, Support options and Support awards consists of 2,998,261 shares of class A common stock of Greenidge.

If the Merger is completed, at the effective time of the Merger and subject to the terms and conditions set forth in the Merger Agreement, except for shares held in treasury by Support, each share of Support common stock that is issued and outstanding will be cancelled and automatically converted into the right to receive a number of shares of class A common stock equal to the Exchange Ratio.

The Exchange Ratio is a fraction, expressed as a decimal rounded to the nearest one-thousandth, equal to the quotient of (i) 2,998,261 shares of class A common stock divided by (ii) the fully diluted amount of outstanding shares of common stock of Support as calculated pursuant to the Merger Agreement.

Assuming a price per share of Support common stock of $[ __ ] (which is the VWAP for the ten-trading day period ending on [ __ ], 2021) and that the fully diluted amount of Support common stock is [ __ ], then the Exchange Ratio would be [ __ ]. Note that this is only an illustrative Exchange Ratio, and the final Exchange Ratio will be determined pursuant to the formulas in the Merger Agreement and announced immediately prior to the Closing.

Greenidge has applied to list its class A common stock on the Nasdaq Capital Market (“Nasdaq”) under the trading symbol “GREE.” The approval of such listing, including as to the shares of class A common stock issued in the Merger, subject only to official notice of issuance, is a condition to the obligations of Support and Greenidge to complete the Merger.

Shares of class A common stock, including the shares that will be issued to Support stockholders in connection with the Merger, are entitled to one vote per share. Shares of class B common stock, which are held by Greenidge’s existing shareholders or are issuable upon conversion of Greenidge’s existing series A preferred stock, have 10 votes per share. A description of the terms of Greenidge’s capital stock is described in more detail elsewhere in the proxy statement/prospectus under the caption “Description of Securities”.    

In connection with the entry into the Merger Agreement, Support also entered into a subscription agreement with 210 Capital, LLC (the “Investor”). Pursuant to the subscription agreement, the Investor acquired 3,909,871 shares of Support common stock, representing approximately 16.6% of the issued and outstanding shares of Support common stock, pro forma for such issuance. In addition, in connection with the Merger Agreement, the Investor and the directors and certain executive officers of Support, who together with the Investor held an aggregate of approximately 30% of the outstanding shares of Support common stock as of the Signing Date, entered into a voting support agreement with Greenidge to, among other things, vote the shares of Support common stock that they beneficially own in favor of the Merger. Each of these agreements is described in more detail elsewhere in the proxy statement/prospectus. The voting support agreement is attached to the proxy statement/prospectus as Annex B and the subscription agreement is attached as Annex C.

The board of directors of Support has unanimously determined that the Merger and the other transactions contemplated by the Merger Agreement are fair to, advisable and in the best interests of Support and its stockholders, approved and declared advisable the Merger Agreement and recommends that Support stockholders vote “FOR” the adoption of the Merger Agreement.

At the special meeting, Support stockholders will also be asked to vote on (i) a proposal to approve, on an advisory (non-binding) basis, compensation that will or may be paid or provided to named executive officers of Support in connection with the Merger (the “Compensation Proposal”) and (ii) a proposal to approve the adjournment of the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes to approve the proposal to adopt the Merger Agreement (the “Adjournment Proposal”).

The board of directors of Support unanimously recommends that Support stockholders vote “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

Support’s board of directors has fixed 5 p.m. Eastern Time on [ __ ], 2021 as the record date for determination of Support stockholders entitled to notice of, and to vote on, all matters presented at the special meeting, or any adjournment or postponement thereof.

The accompanying proxy statement/prospectus provides important information regarding the special meeting and a detailed description of the Merger Agreement, the Merger and the other proposals described above, as well as detailed business and financial information about Greenidge. You are urged to read carefully the accompanying proxy statement/prospectus, the annexes included with the proxy statement/prospectus and the documents incorporated by reference into the proxy statement/prospectus. Please pay particular attention to and read carefully the section “Risk Factors” beginning on page 35 of the accompanying proxy statement/prospectus. You can also obtain information about Support from documents that it has previously filed with the Securities and Exchange Commission.

Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend the special meeting in person, please vote or otherwise submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the special meeting. If your shares are held in the name of a bank, broker or other nominee holder of record, please follow the instructions on the voting instruction form furnished to you by such record holder.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

[ __ ]

Sincerely,

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated [ __ ], 2021 and is first being mailed or otherwise delivered to Support stockholders on or about [ __ ], 2021.

Support.com, Inc.

1521 Concord Pike (US 202), Suite 301

Wilmington, DE 19803

(650) 556-9440

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [ __ ], 2021

Notice is hereby given that Support.com, Inc. (“Support”) will hold a special meeting of stockholders on [ __ ], 2021 at 8:00 a.m., Pacific Time, at [ __ ]. The special meeting will be held for the purpose of allowing stockholders to consider and vote upon the following matters:

Support’s board of directors has unanimously determined that the Merger Agreement and the transactions contemplated thereby, as well as the other proposals set forth above, are fair to, advisable and in the best interests of Support and its stockholders, and recommends that stockholders vote “FOR” each proposal.

Support’s board of directors has fixed 5 p.m. Eastern Time on [ __ ], 2021 as the record date for the determination of the stockholders entitled to vote at the special meeting, or any adjournment or postponement thereof. Only stockholders of record at the record date are entitled to notice of, and to vote at, the special meeting, or any adjournment or postponement thereof. A complete list of stockholders of record entitled to vote at the special meeting will be available at [ __ ] for 10 days before the special meeting during regular business hours and during the special meeting. Any stockholder of record in attendance at the special meeting and entitled to vote may do so in person, even if such stockholder returned a proxy.

Support is actively monitoring the circumstances surrounding the coronavirus (COVID-19) pandemic and is sensitive to the public health and travel concerns stockholders may have and the protocols or restrictions that federal, state, and local governments may impose. In the event it is not possible or advisable to hold the special meeting in person, Support will publicly announce a determination to hold a virtual special meeting by filing a notice of the change(s) to the special meeting, and in a press release available at Support’s website as soon as practicable before the special meeting. In the event the special meeting is conducted virtually, it will be held at the same time and on the same date as indicated above, via a live audio webcast. You or your proxyholder will be able to participate, vote and examine the list of stockholders at a virtual special meeting in the event that the special meeting is not held in person.

By Order of the Board of Directors,

Lance Rosenzweig

Chief Executive Officer

Wilmington, DE

[            ], 2021

YOUR VOTE IS IMPORTANT!

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, YOU ARE URGED TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) VIA THE INTERNET, (2) BY TELEPHONE OR (3) BY COMPLETING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED.

The accompanying proxy statement/prospectus provides important information regarding the special meeting and a detailed description of the Merger Agreement, the Merger and the other proposals described above. You are urged to read carefully and in their entirety the accompanying proxy statement/prospectus, the annexes included with the proxy statement/prospectus and the documents incorporated by reference into the accompanying proxy statement/prospectus. If you have any questions concerning the Merger Agreement, the Merger, the special meeting or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus or need help voting your shares, please contact our proxy solicitor:

[ __ ]

TABLE OF CONTENTS

i

ii

iii

ANNEXES

iv

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about Support from other documents that are not included in or delivered with this proxy statement/prospectus. For a list of the specific documents incorporated by reference into this proxy statement/prospectus, see “Where You Can Find More Information” beginning on page 179.

You can obtain any of the documents incorporated by reference into this proxy statement/prospectus without charge by requesting them in writing or by telephone as follows:

For information related to Support:

Support.com, Inc.

777 S. Figueroa Street, Suite 4600

DPT# 2009

Los Angeles, California 90017

Telephone: (650) 556-9440

or

[ __ ]

[ __ ]

[ __ ]

([ __ ]) [ __ ]- [ __ ]

To receive timely delivery of the documents in advance of the special meeting, you should make your request no later than [ __ ], 2021, which is five business days before the special meeting.

In addition, you may obtain copies of documents filed by Support with the SEC on Support’s website at www.support.com. We are not incorporating the contents of the websites of Support or any other entity into this proxy statement/prospectus.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Greenidge, constitutes a prospectus of Greenidge under Section 5 of the Securities Act, with respect to the shares of class A common stock of Greenidge to be issued to Support stockholders pursuant to the Merger Agreement. This document also constitutes a proxy statement of Support under Section 14(a) of the Exchange Act.

You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus with respect to the Merger. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus with respect to the Merger. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to Support stockholders nor the issuance by Greenidge of its class A common stock in connection with the Merger will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding Greenidge has been provided by Greenidge, and information contained in this proxy statement/prospectus regarding Support has been provided by Support.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

1

INDUSTRY AND MARKET DATA

This proxy statement/prospectus contains information concerning the market and industry in which Greenidge conducts its business. Greenidge operates in an industry in which it is difficult to obtain precise industry and market information. Greenidge has obtained market and industry data in this proxy statement/prospectus from industry publications and from surveys and studies conducted by third parties that Greenidge believes to be reliable, including information produced by S&P Global, Blockchain.com, BitOoda Research and Digiconomist. Greenidge cannot assure you of the accuracy and completeness of such information, and it has not independently verified the market and industry data contained in this proxy statement/prospectus or the underlying assumptions relied on therein. Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. As a result, you should be aware that any such market, industry and other similar data may not be reliable. While Greenidge is not aware of any misstatements regarding any industry data presented in this proxy statement/prospectus, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the section entitled “Risk Factors” below.

Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause actual results to differ materially from those expressed in any forecasts, estimates or other forward-looking statements.

2

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, (i) “Greenidge” refers to, as dictated by the context, Greenidge Generation Holdings Inc. either by itself or together with its consolidated subsidiaries prior to the Merger and, following consummation of the Merger, together with Support, (ii) “Support” refers to Support.com, Inc., which, following consummation of the Merger, will be a wholly-owned subsidiary of Greenidge, and (iii) “Merger Sub” means GGH Merger Sub, Inc., a Delaware corporation.

The terms “we,” “us,” and “our” are used to refer to either “Greenidge” or “Support” as specifically stated within a section of this document or as the context may otherwise provide or indicate.

In addition, the following terms are commonly used throughout this document and have the meaning set forth below:

“amended and restated certificate of incorporation” means the Amended and Restated Certificate of Incorporation of Greenidge, as filed with the Secretary of State of Delaware on March 16, 2021.

“BTIG” means BTIG, LLC.

“bylaws” means the Amended and Restated Bylaws of Greenidge, as adopted on April 28, 2021.

“class A common stock” means the class A common stock, par value $0.0001 per share, of Greenidge.

“class B common stock” means the class B common stock, par value $0.0001 per share, of Greenidge.

“Closing” means the closing of the Merger.

“Closing Date” means the date of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Controlling Stockholder” means Atlas Capital Resources (A9) LP.

“DGCL” means the General Corporation Law of the State of Delaware.

“Effective Time” means the date and time upon which the Merger is consummated by filing a certificate of merger with the Secretary of State of the State of Delaware relating to the Merger.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“GAAP” means United States generally accepted accounting principles.

“GGH LLC” means Greenidge Generation Holdings LLC, a Delaware limited liability company, together with its consolidated subsidiaries (which includes Greenidge Generation).

“Greenidge board” means the board of directors of Greenidge.

“Greenidge capital stock” means the class A common stock, the class B common stock and the series A preferred stock, in each case, of Greenidge.

“Greenidge common stock” means, collectively, the class A common stock and class B common stock of Greenidge.

“Greenidge Generation” means Greenidge Generation LLC, a Delaware limited liability company, alone, without inclusion of any of its parent or subsidiary entities whether before or after the Merger.

3

“Greenidge Issuances” means the issuance of (i) from and after consummation of the Merger, 562,174 shares of class A common stock to the Investor as a consulting fee in connection with the transactions contemplated by the Merger Agreement, (ii) from and after consummation of the Merger, options or warrants to purchase 344,800 shares of class A common stock at an exercise price of $6.25 per share of class A common stock to B. Riley Securities, Inc., (iii) 160,000 shares of class B common stock issued as consideration for bitcoin mining equipment, and (iv) all of the shares of Greenidge common stock underlying outstanding vested options reserved under the 2021 Plan.

“Greenidge stockholder” means each holder of Greenidge capital stock.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investor” means 210 Capital, LLC.

“Investor Fee” means 562,174 shares of class A common stock issuable to the Investor pursuant to the Merger Agreement.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Merger” means the merger of Merger Sub with and into Support with Support being the surviving entity.

“Merger Agreement” means that Agreement and Plan of Merger, dated as of the Signing Date, by and among Greenidge, Merger Sub and Support, as it may be amended from time to time.

“Merger Consideration” means 2,998,261 shares of class A common stock.

“Merger Sub” means GGH Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Greenidge.

“Nasdaq” means the Nasdaq Capital Market.

“NYISO” means the New York Independent Systems Operator.

“Opinion” means the written opinion of BTIG attached to this proxy statement/prospectus as Annex D.

“Per Share Merger Consideration” means a number of shares of class A common stock equal to the Exchange Ratio.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“series A preferred stock” means the series A preferred stock, par value $0.0001 per share, of Greenidge.

“Signing Date” means March 19, 2021.

“special meeting” means the special meeting of the Support stockholders to consider and vote upon the Merger Proposal, the Advisory Proposal and the Adjournment Proposal.

“Support awards” means any and all restricted stock units of Support and any other securities, rights or instruments of Support that are or could be convertible or exchangeable for Support common stock or otherwise could result in the issuance of Support common stock (whether or not upon the occurrence of any trigger or event, the satisfaction of any condition or consideration or otherwise, including with respect to the passage of time, that may otherwise be required with respect thereto), but which are not issuable upon payment of an exercise price, whether cashless or otherwise (or similar mechanic); provided, however, that the term “Support award” shall not include Support options.

“Support board” means the board of directors of Support.

“Support common stock” means the common stock, par value $0.0001 per share, of Support.

4

“Support options” means an option to purchase shares of Support common stock and any other securities, rights or instruments of Support that are or could be convertible or exchangeable for Support common stock or otherwise could result in the issuance of Support common stock, but which are issuable upon payment of an exercise price, whether cashless or otherwise (or similar mechanic).

“Support stockholder” means each holder of Support common stock.

“Termination Date” means December 22, 2021.

“VWAP” means the volume weighted average trading price per share of Support common stock for the ten-trading day period ending on and including the second business day immediately preceding the Closing Date.

5

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following are some questions that you, as a stockholder of Support, may have regarding the special meeting of stockholders and the matters to be considered at the special meeting, as well as brief answers to those questions. You are urged to read carefully this entire proxy statement/prospectus, including the annexes included with the proxy statement/prospectus and the other documents incorporated by reference herein. See “Where You Can Find More Information.”

Support is holding a special meeting of stockholders in order to, among other things, obtain the stockholder approval necessary to adopt the Merger Agreement. The adoption of the Merger Agreement requires the affirmative vote of a majority of the issued and outstanding shares of Support common stock entitled to vote thereon. It is important that stockholders vote their shares on this matter, regardless of the number of shares owned.

This document is being delivered to you as both a proxy statement and a prospectus in connection with the Merger. It is the proxy statement by which Support’s board of directors is soliciting proxies from Support stockholders to vote at the special meeting, or at any adjournment or postponement of the special meeting. In addition, this document is the prospectus of Greenidge pursuant to which it will issue class A common stock to the Support stockholders as Merger Consideration in connection with the Merger.

6

In connection with the execution of the Merger Agreement, the Investor and all directors and certain executive officers of Support entered into a voting support agreement with Greenidge as of the Signing Date (the “Voting Agreement”), pursuant to which they have agreed to vote all of the shares of Support common stock that they beneficially own to approve the Merger Proposal, the Advisory Proposal and the Adjournment Proposal at the special meeting. As of the record date, the outstanding shares of Support common stock subject to the Voting Agreement represent approximately [    ] of the Support common stock as of that date.

Please carefully consider the information contained in this proxy statement/prospectus. Whether or not you plan to attend the special meeting, you are encouraged to vote via the Internet, by telephone or by mail so that your shares will be voted in accordance with your wishes even if you later decide to attend the special meeting. If you attend the special meeting, you may also vote in person, in which case any votes that you previously submitted—whether via the Internet, by telephone or by mail—will be revoked and superseded by the vote that you cast at the special meeting.

7

Your bank, brokerage firm or other nominee will not automatically vote your shares for you. Such entities typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions on how to vote from the beneficial owner. However, banks, brokers and other nominee holders of record typically are not allowed to exercise their voting discretion on matters that are “non-routine” without specific instructions on how to vote from the beneficial owner. Each of the proposals to be considered at the special meeting as described in this proxy statement/prospectus are considered non-routine. Therefore banks, brokers, and other nominee holders of record do not have discretionary authority to vote on any of these proposals.

Broker non-votes are shares held by a bank, broker or other nominee holder of record that are present in person or represented by proxy at the special meeting, but with respect to which the bank, broker or other nominee holder of record is not instructed by the beneficial owner of such shares on how to vote on a particular proposal and does not have discretionary voting power on such proposal. Because, as mentioned above, banks, brokers and other nominee holders of record do not have discretionary voting authority with respect to any of the proposals to be considered at the special meeting as described in this proxy statement/prospectus, if a beneficial owner of shares held in “street name” does not give voting instructions to the broker, bank or other nominee holder of record, then those shares will not be present in person or represented by proxy at the special meeting and will not count for purposes of determining if a quorum is present at the special meeting. As a result, there will not be any broker non-votes in connection with the proposals to be considered at the special meeting as described in this proxy statement/prospectus.

You are not able to vote at the special meeting unless you have a proxy, executed in your favor, from the stockholder of record (bank, brokerage firm or other nominee) giving you the right to vote the shares. To vote in person at the special meeting, you will need to contact your bank, brokerage firm or other nominee holder of record to obtain a written legal proxy to bring to the meeting.

If you are a stockholder of record at the record date for the special meeting, you can revoke your proxy or change your vote by:

If you hold your shares in “street name” through a broker, bank or other nominee holder of record, you must contact your brokerage firm, bank or other nominee holder of record to change your vote or obtain a written legal proxy to vote your shares if you wish to cast your vote in person at the special meeting.

8

9

For additional information, see the section “Proposal I: The Merger—Reasons for the Merger”.

At the Effective Time of the Merger and subject to the terms and conditions set forth in the Merger Agreement, except for shares held in treasury by Support, each share of Support common stock that is issued and outstanding will be cancelled and automatically converted into the right to receive a number of shares of class A common stock equal to the Exchange Ratio.

Subject to the terms of the Merger Agreement, the Exchange Ratio is a fraction, expressed as a decimal rounded to the nearest one-thousandth, equal to the quotient of (i) 2,998,261 shares of class A common stock divided by (ii) the fully diluted number of outstanding shares of Support common stock as calculated pursuant to the Merger Agreement. Under the Merger Agreement, such fully diluted amount shall be the sum of (a) the total number of shares of capital stock of Support outstanding as of immediately prior to the Effective Time plus (b) the total number of shares of Support common stock underlying all Support awards outstanding as of the close of business on the second business day immediately preceding the Closing Date plus (c) the total number of shares of Support common stock underlying all Support options outstanding as of the close of business on the second business day immediately preceding the Closing Date, based on a treasury method share calculation using the volume weighted average trading price per share of Support common stock for the ten trading day period ending on and including the second business day immediately preceding the Closing Date (i.e., the VWAP).

The table below shows illustrative Exchange Ratios at various assumed VWAPs and assumes there are outstanding 24,105,611 shares of Support common stock, 126,900 Support awards and 1,898,263 shares of Support common stock underlying all Support options with an average exercise price of $1.61. In the table below, $2.14 is the closing sale price per share of Support’s common stock on March 19, 2021, the last trading day prior to the date of public announcement of the execution of the Merger Agreement, and $[    ] is the VWAP for the ten-trading day period ending on [    ].

The calculation of the final Exchange Ratio will be determined in accordance with the formulas set forth in the Merger Agreement and announced immediately prior to the Closing.

10

The class A common stock of Greenidge that Support stockholders will receive in the Merger will have the same economic terms as the class B common stock of Greenidge, but the shares of class A common stock will have one vote per share in any matters on which Greenidge shareholders are entitled to vote generally and the shares of class B common stock will have ten votes per share in any matters on which Greenidge shareholders are entitled to vote generally.

Support provides customer and technical support solutions delivered by homebased employees. It is expected that the Support business will continue to operate as a wholly-owned subsidiary of Greenidge.

If the Merger is not completed, and depending on the circumstances that would have caused the Merger not to be completed, the price of Support’s common stock may decline significantly and Support may experience a negative impact on its business. If that were to occur, it is uncertain when, if ever, the price of Support’s common stock would return to the price at which it trades as of the date of this proxy statement/prospectus. Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of shares of Support common stock.

If the Merger Agreement is terminated under specified circumstances, Support may be required to pay Greenidge a termination fee of up to $3.5 million or otherwise reimburse Greenidge’s fees and expenses of up to $2.0 million. For more information, see “The Merger Agreement—Termination Fees and Expenses” below.

In addition, if the Merger is not consummated, then the Investor will have certain rights to elect or appoint individuals to the Support board of directors, as more fully described below under “The Subscription Agreement”. Upon the earlier of December 31, 2021 or thirty days following the termination of the Merger Agreement, the Investor will have certain registration rights with respect to the Purchased Shares, as more fully described below under “The Subscription Agreement”.

11

[ __ ]

12

13

14

15

16

17

18

19

20

21

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SUMMARY CONSOLIDATED FINANCIAL DATA OF SUPPORT

The following tables present summary historical consolidated financial data of Support. The summary historical consolidated financial data of Support as of December 31, 2020 and 2019 and for the years then ended have been derived from the audited consolidated financial statements of Support contained in its Annual Report on Form 10-K for the year ended December 31, 2020 incorporated by reference into this proxy statement/prospectus.

The summary historical consolidated financial data is only a summary and should be read together with, and is qualified in its entirety by reference to, Support’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information.”

Statement of Operations Data (in thousands except per share amounts):

Selected Balance Sheet Data (in thousands):

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SUMMARY CONSOLIDATED FINANCIAL DATA OF GREENIDGE

The following tables present summary historical consolidated financial data of Greenidge. The summary historical consolidated financial data should be read in conjunction with the financial statements and related notes of Greenidge contained elsewhere in this proxy statement/prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Greenidge.”

The summary financial data as of December 31, 2020 and 2019 and for the years then ended are derived from the audited consolidated financial statements of Greenidge contained elsewhere in this proxy statement/prospectus. Greenidge’s financial statements are prepared and presented in accordance with U.S. GAAP.

The summary financial data is only a summary and should be read in conjunction with the historical financial statements and related notes.

Greenidge is the successor entity for accounting purposes to GGH LLC as a result of the corporate restructuring consummated in January 2021. Pursuant to this restructuring, Greenidge was incorporated in the State of Delaware on January 27, 2021 and, on January 29, 2021, it entered into an asset contribution and exchange agreement with all holders of GGH LLC, pursuant to which Greenidge acquired all of the ownership interests in GGH LLC in exchange for 7,000,000 shares of Greenidge’s common stock. As a result of this transaction, GGH LLC became a wholly-owned subsidiary of Greenidge. The financial information presented herein is that of GGH LLC.

Statement of Operations Data (in thousands except per share amounts):

Selected Balance Sheet Data (in thousands):

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting under U.S. GAAP, and gives effect to the transaction between Greenidge and Support to be accounted for as a business combination, with Greenidge being deemed the acquiring company for accounting purposes.

Greenidge was determined to be the accounting acquirer based upon the terms of the Merger Agreement and other factors including: (i) Greenidge stockholders are expected to own approximately 90% of the fully-diluted Greenidge common stock immediately following the closing of the transaction; (ii) the largest individual stockholder of the combined entity is an existing stockholder of Greenidge; (iii) directors appointed by Greenidge will hold a majority of board seats in the combined organization; and (iv) Greenidge’s senior management will be the senior management of Greenidge following consummation of the Merger.

The following unaudited pro forma condensed combined financial statements are based on Greenidge’s historical financial statements and Support’s historical financial statements, as adjusted to give effect to Greenidge’s acquisition of Support and certain related transactions. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 gives effect to these transactions as if they had occurred on January 1, 2020. The unaudited pro forma condensed combined balance sheet as of December 31, 2020 gives effect to these transactions as if they had occurred on December 31, 2020.

Because Greenidge will be treated as the accounting acquirer, Greenidge’s assets and liabilities will be recorded at their pre-combination carrying amounts and the historical operations that are reflected in the unaudited pro forma financial information will be those of Greenidge. Support’s assets and liabilities will be measured and recognized at their fair values as of the transaction date, and combined with the assets, liabilities and results of operations of Greenidge after the consummation of the transaction.

The unaudited pro forma condensed combined financial information is based on the assumptions and adjustments that are described in the accompanying notes. The application of the acquisition method of accounting is dependent upon a purchase price allocation analysis, which includes valuation analysis and other studies that have yet to be completed, pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations. Accordingly, the pro forma adjustments are preliminary, subject to further revision as additional information becomes available and additional analyses are performed, and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final acquisition accounting, expected to be completed after the closing of the transaction, will occur and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information and the combined organization’s future results of operations and financial position. In addition, differences between the preliminary and final amounts will likely occur as a result of changes in the fair value of Support’s common stock and changes in Support’s assets and liabilities.

The unaudited pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies. The unaudited pro forma condensed combined financial information is preliminary and has been prepared for illustrative purposes only and is not necessarily indicative of the financial position or results of operations in future periods or the results that actually would have been realized had Greenidge and Support been a combined organization during the specified periods. The actual results reported in periods following the transaction may differ significantly from those reflected in these pro forma financial information presented herein for a number of reasons, including, but not limited to, differences between the assumptions used to prepare this pro forma financial information and actual results realized.

The assumptions and estimates underlying the unaudited adjustments to the pro forma condensed combined financial statements are described in the accompanying notes, which should be read together with the pro forma condensed combined financial statements.

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Pro Forma Condensed Combined Balance Sheet as of December 31, 2020

(in thousands)

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Pro Forma Condensed Combined Statement of Operations—Year Ended December 31, 2020

(in thousands, except per share amounts)

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Notes to the Unaudited Pro Forma Condensed Combined Financial Information

Note 1—Description of Transaction and Basis of Presentation

The unaudited pro forma condensed combined financial information was prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of SEC Regulation S-X and present the pro forma financial position and results of operations of the combined companies based upon the historical data of Greenidge and Support.

For the purposes of the unaudited pro forma combined financial information, the accounting policies of Greenidge and Support are aligned with no differences. Accordingly, no effect has been provided for the pro forma adjustments described in Note 4, “Pro Forma Adjustments.”

Description of Transaction

On the Signing Date, Support, Merger Sub and Greenidge entered into the Merger Agreement, pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Support, with Support continuing as a wholly owned subsidiary of Greenidge and the surviving corporation of the Merger.

Assuming the Merger were to be completed as of the date immediately prior to the date of this proxy statement/prospectus, the 2,998,261 shares of class A common stock payable as Merger Consideration would represent approximately 7.7% of the outstanding capital stock of Greenidge, after giving effect to the shares to be issued in or underlying the Greenidge Issuances. Assuming the Merger were to be completed as of the date immediately prior to the date of this proxy statement/prospectus, the current stockholders of Greenidge would own approximately 90.0% of the outstanding capital stock of Greenidge, after giving effect to the shares issued or to be issued in or underlying the Greenidge Issuances.

Basis of Presentation

Greenidge is the successor entity for accounting purposes to GGH LLC as a result of the corporate restructuring consummated in January 2021. Pursuant to this restructuring, Greenidge was incorporated in the State of Delaware on January 27, 2021 and on January 29, 2021, it entered into an asset contribution and exchange agreement with GGH LLC, pursuant to which Greenidge acquired all of the ownership interests in GGH LLC in exchange for 7,000,000 shares of Greenidge’s common stock. Also, on January 29, 2021, in connection with the restructuring, the outstanding principal loan balance plus accrued but unpaid interest aggregating $3.6 million due to Greenidge’s Controlling Stockholder and its affiliate was converted into shares of Greenidge common stock and deemed paid in full. As a result of this restructuring transaction, GGH LLC became a wholly-owned subsidiary of Greenidge. The financial information presented herein is that of GGH LLC. 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 (and 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).

Greenidge has preliminarily concluded that the transaction represents a business combination pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations. Greenidge has not yet completed an external valuation analysis of the fair market value of Support’s assets to be acquired and liabilities to be assumed. Using the estimated total consideration for the transaction, Greenidge has estimated the allocations to such assets and liabilities. This preliminary purchase price allocation has been used to prepare pro forma adjustments in the unaudited pro forma condensed combined balance sheet. The final purchase price allocation will be determined when Greenidge has determined the final consideration and completed the detailed valuations and other studies and necessary calculations. The final purchase price allocation could differ materially from the preliminary purchase price allocation used to prepare the pro forma adjustments. The final purchase price allocation may include (i) changes in allocations to intangible assets and bargain purchase gain or goodwill based on the results of certain valuations and other studies that have yet to be completed, (ii) other changes to assets and liabilities and (iii) changes to the ultimate purchase consideration.

Note 2—Financing transactions

On January 29, 2021, Greenidge completed a private placement offering of 1,620,000 shares of series A preferred stock, at a price per share of $25.00 to certain individuals and accredited investors, for an aggregate amount of $40.5 million or $37.1 million net of expenses to the Company (the “Series A Private Placement”). After giving effect to a 4 for 1 stock split on March 16, 2021, each share of series A preferred stock is convertible into four shares of class B common stock.

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In connection with the execution of the Merger Agreement, and as a condition to Greenidge’s willingness to enter into the Merger Agreement, on the Signing Date, Support entered into the Subscription Agreement with the Investor. Pursuant to the Subscription Agreement, the Investor subscribed for and purchased, and Support issued and sold, the Purchased Shares for a purchase price of $1.85 per share, or an aggregate purchase price of $7.2 million, representing approximately 16.6% of the outstanding shares of Support common stock, after taking into account the issuance of the Purchased Shares.

Note 3—Preliminary purchase price allocation

Greenidge has performed a preliminary valuation analysis of the fair value of Support’s assets and liabilities. The following table summarizes the allocation of the preliminary purchase price as of the acquisition date based upon an assumed pro forma combined valuation of approximately $1.1 billion (in thousands):

Under the acquisition method of accounting, the total purchase price is allocated to the acquired tangible and intangible assets and assumed liabilities of Support based on their estimated fair values as of the transaction closing date. The excess of the acquisition consideration paid over the estimated fair values of net assets acquired will be recorded as goodwill in the condensed combined statement of operations.

Note 4—Pro forma adjustments

The pro forma adjustments are based on preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:

(a) Represents the issuance on January 29, 2021 by Greenidge of 1,620,000 shares of Greenidge series A preferred non-voting stock at a price per share of $25.00 (after giving effect to a 4 for 1 stock split, this is 6,480,000 shares of series A preferred stock, at a price per share of $6.25) to certain persons for an aggregate amount of $40.5 million or $37.1 million net of expenses to the Company.

(b) In connection with the execution of the Merger Agreement, and as a condition to Greenidge’s willingness to enter into the Merger Agreement, on the Signing Date, Support entered into the Subscription Agreement with the Investor. Pursuant to the Subscription Agreement, the Investor subscribed for and purchased, and Support issued and sold, the Purchased Shares for a purchase price of $1.85 per share, or an aggregate purchase price of $7.2 million, representing approximately 16.6% of the outstanding shares of Support common stock, after taking into account the issuance of the Purchased Shares.

(c) Reflects the intangible assets, predominantly customer contracts recognized as a result of the transaction.

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(d) Represents the elimination of the historical equity of Support and the initial allocation of the purchase price to identified intangibles, fair value adjustments and goodwill, as follows (in thousands):

(e) Reflects the satisfaction of the outstanding principal loan balance plus accrued but unpaid interest aggregating $3.6 million due to Greenidge’s Controlling Stockholder which was deemed satisfied in full in connection with the January 29, 2021, restructuring.

(f) Adjusts the deferred tax liabilities resulting from the transaction. The estimated increase in deferred tax liabilities stems from the fair value adjustments for non-deductible intangible assets based on an estimated tax rate of 28%.

(g) Reflects the January 29, 2021 restructuring in which Greenidge entered into an asset contribution and exchange agreement with GGH LLC, pursuant to which Greenidge acquired all of the ownership interests in GGH LLC in exchange for 7,000,000 shares of Greenidge’s common stock. In addition, reflects the March 16, 2021 amendments to the organizational documents of Greenidge whereby (i) Greenidge established its class A common stock (with one vote per share) and class B common stock (with ten votes per share), (ii) all then outstanding common stock was converted to class B common stock, and (iii) a forward split of 4 for 1 was effected for all outstanding common stock. In connection with this, the effective conversion rate for the series A preferred stock issued in the Series A Private Placement was adjusted to provide that each share of series A preferred stock will be converted into one share of class B common stock upon the effectiveness of a registration statement registering such underlying class B common stock for resale. These events eliminated the historical equity of GGH LLC and established class A common stock and class B common stock at a par value of $0.0001 per share. The unaudited pro forma condensed combined financial statements assume there will be 3,560,435 class A common stock shares of Greenidge outstanding and 34,800,000 shares of class B common stock outstanding upon completion of the Merger and conversion of the series A preferred stock.

(h) Reflects an adjustment of approximately $8.2 million for the estimated transaction costs for both Greenidge and Support, such as adviser fees, legal and accounting expenses and D&O related insurance, that were not incurred as of December 31, 2020.

(i) Reflects an adjustment for amortization of intangible assets, predominantly customer contracts, recognized as a result of the transaction.

(j) Reflects the elimination of interest expense related to loans from Greenidge’s controlling shareholder that have been deemed fully satisfied.

(k) Tax expense impact of items (i) and (j) to be determined upon finalization of purchase accounting.

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EQUIVALENT AND COMPARATIVE PER SHARE INFORMATION

The following table sets forth certain historical and pro forma per share financial information for Support common stock and Greenidge common stock. The pro forma per share information gives effect to the Merger as if the Merger had occurred on January 1, 2020 in the case of earnings per share for the year ended December 31, 2020, and on December 31, 2020 in the case of book value. The information in the table below has been derived from and should be read in conjunction with the historical consolidated financial statements of Greenidge included elsewhere in this proxy statement/prospectus and of Support incorporated by reference into this proxy statement/prospectus.

The pro forma earnings per share was calculated using the methodology described under the heading “Unaudited Pro Forma Condensed Combined Financial Information” included in this proxy statement/prospectus above, and is subject to all the assumptions, adjustments and limitations described thereunder. The pro forma information set forth below, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the possible impact on the combined company that may result from the Merger and, accordingly, does not attempt to predict or suggest actual or future results, or results that would have been realized if the proposed Merger had been completed as of the dates indicated.

The information below reflects the historical net income (loss) and book value per share of Support common stock and the income (loss) and book value per share of Greenidge common stock in comparison with the unaudited pro forma net loss and book value per share of the combined company after giving effect to the Merger on a purchase basis. The historical net income (loss) and book value per share of Greenidge common stock does not (but the pro forma net income (loss) and book value per share does) take into account the issuance of series A preferred stock that occurred in January 2021 and the 4:1 forward stock split that occurred in March 2021, as described elsewhere in this proxy statement/prospectus.

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Market Information

Support common stock is listed for trading on Nasdaq under the symbol “SPRT.”

On the Signing Date, the last trading day prior to the date of the public announcement of the execution of the Merger Agreement, the closing sale price per share of Support common stock was $2.14. On [ __ ], 2021, the last practicable date prior to the date of the proxy statement/prospectus, the closing sale price per share of Support common stock was $[ __ ]. The market price of shares of Support common stock is subject to fluctuation. You are encouraged to obtain current market quotations for Support common stock in connection with voting your shares of Support common stock.

Greenidge is currently a privately-held corporation and its securities do not trade on any exchange. Greenidge has applied to list its class A common stock on Nasdaq under the trading symbol “GREE”. The approval of such listing, including the shares of class A common stock issued in the Merger, subject only to official notice of issuance, is a condition to the obligations of Support and Greenidge to complete the Merger.

On [ __ ], 2021, the last practicable trading day prior to the date of the proxy statement/prospectus, Support had [ __ ] holders of record of its common stock and Greenidge had no holders of record of its class A common stock.

Dividend Policy

Historically, Support has not declared or paid any cash dividends on its capital stock. As a part of the Support board’s ongoing capital allocation review, on December 6, 2019, the Support board authorized and declared a special cash distribution of $1.00 per share on each outstanding share of Support common stock. The record date for this distribution was December 17, 2019 and the payment date was December 26, 2019. Accordingly, Support paid $19.1 million to Support stockholders on December 26, 2019. No dividends were declared or paid during the year ended December 31, 2020.

Greenidge has never declared or paid cash dividends on its capital stock. Greenidge may be required to pay dividends on its Series A Redeemable Convertible Preferred Stock in kind upon the occurrence of certain events of default. See “Description of Securities—Preferred Stock—Series A Convertible Redeemable Preferred Stock—Dividend Rights.”

Following the Merger, the policy of Greenidge will be to retain all earnings, if any, to provide funds for the operation and expansion of its business and Greenidge does not anticipate paying any cash dividends in the foreseeable future. The declaration of dividends, if any, will be subject to the discretion of the Greenidge board, which may consider such factors as Greenidge’s results of operations, financial condition, capital needs and acquisition strategy, among others.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes certain statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, related to Support, Greenidge and the Merger. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. These forward-looking statements involve uncertainties that could significantly affect the financial or operating results of Support or Greenidge. These forward-looking statements may be identified by terms such as “anticipate,” “believe,” “continue,” “foresee,” “expect,” “intend,” “plan,” “may,” “will,” “could” and “should” and the negative of these terms or other similar expressions. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Forward-looking statements in this document include, among other things, statements about the potential benefits of the proposed Merger, including future financial and operating results, plans, objectives, expectations and intentions, the anticipated timing of closing of the Merger, and other statements about the business plans, business strategies and operations of Greenidge and Support in the future. In addition, all statements that address operating performance and future performance, events or developments that are expected or anticipated to occur in the future, including statements relating to creating value for stockholders, benefits of the proposed Merger to customers, vendors, employees, stockholders and other constituents of Greenidge and Support, integrating the two companies, cost savings and the expected timetable for completing the proposed Merger, are forward-looking statements.

Forward-looking statements are subject to a number of risks, uncertainties and assumptions. Matters and factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include but are not limited to the matters and factors described in the section “Risk Factors” below or in Support’s Annual Report on Form 10-K for the year ended December 31, 2020, as updated from time to time by Support’s subsequent filings with the SEC, which are incorporated by reference into this prospectus/proxy statement, as well as the following matters and factors:

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Consequently, all of the forward-looking statements made in this proxy statement/prospectus are qualified by the information contained or incorporated by reference herein, including the information contained under this caption, the information contained in this proxy statement/prospectus, including under the section “Risk Factors”, and the information incorporated by reference herein. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

You should not put undue reliance on forward-looking statements. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, what impact they will have on the results of operations, financial condition or cash flows of Support or Greenidge. Actual results may differ materially from those discussed in this proxy statement/prospectus. All forward-looking statements speak only as of the date of this proxy statement/prospectus and neither Support nor Greenidge assumes any duty to update or revise forward-looking statements, whether as a result of new information, future events, uncertainties or otherwise, as of any future date.

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RISK FACTORS

You should carefully consider the following risk factors and all of the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements” and the matters and risk factors discussed in Support’s Annual Report on Form 10-K for the year ended December 31, 2020, as updated from time to time by Support’s subsequent filings with the SEC, which are incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information.”

Risks Related to the Merger

Failure to satisfy the conditions to the Closing of the Merger on a timely basis or at all could cause delay and additional expense or prevent the Merger from occurring altogether.

The Merger Agreement contains conditions to Closing that must be fulfilled (or, as permitted by law, waived by the parties) in order to complete the Merger. These conditions include, among other customary conditions, the approval of Support stockholders of the Merger, listing of the class A common stock on the Nasdaq and Support having at least $28.0 million in unrestricted cash, cash equivalents, marketable securities or short-term investments (net of certain transaction expenses) at the time of Closing. Several of these conditions, such as obtaining Support stockholder approval and the Nasdaq listing, are partially or largely outside of the control and timing of Greenidge and Support and may be driven by factors unrelated to the Merger or the parties thereto, including administrative backlog.

The Merger Agreement may be terminated by either party if the Closing does not occur by December 22, 2021. Should satisfaction of these conditions take longer than the parties anticipate, or if any condition is not met by such date, the parties will need to mutually agree to either postpone Closing until the condition(s) are met or to waive or amend the condition. If a Closing condition cannot be met on a timely basis, or the parties are unable to agree on a waiver or amendment, the Closing may be delayed or the Merger Agreement may be terminated, subject to the terms and conditions contained therein.

There can be no assurance that the conditions to the Closing will be satisfied or waived or that the Merger will be completed. Any delay in completing the Merger could cause Greenidge and Support not to realize some or all of the benefits that the parties expect the Merger to achieve. Furthermore, the parties will fail to realize any benefits of the Merger should the Closing not occur, and in such event, each party will be subject to the go-forward risks of its respective business, potential reputational and economic harm that may result from a failure to consummate the Merger, and the potential economic burden of certain fees or expenses associated with a termination of the Merger Agreement.

Nasdaq may not list the class A common stock of Greenidge on its exchange, which could prevent consummation of the Merger.

It is a closing condition to the Merger that the class A common stock of Greenidge be approved for listing on Nasdaq, subject only to official notice of issuance. Greenidge has applied to list its class A common stock on Nasdaq under the symbol “GREE.” There can be no assurance that Greenidge will be able to meet Nasdaq’s initial listing requirements or that it will otherwise be approved for listing. If Greenidge fails to meet the initial listing requirements, neither Support nor Greenidge would be required to consummate the Merger. Additionally, if the class A common stock of Greenidge is not approved for listing on Nasdaq, but the parties nevertheless waive the closing condition, Support stockholders would receive shares of class A common stock that do not trade on an exchange. Finally, even if its class A common stock is listed on Nasdaq, the public market for its class A common stock may not be liquid or Greenidge may be unable to maintain the listing on Nasdaq in the future.

Certain of Support’s directors, executive officers and major stockholders have interests in the Merger that are different from, and may potentially conflict with, Support’s interests and the interests of its unaffiliated stockholders.

Certain of Support’s directors, executive officers and major stockholders have interests in the Merger that may be different from, or in addition to, the interests of unaffiliated stockholders and that may create potential conflicts of interest. All Support options and Support awards will automatically vest in connection with the Closing, and holders of Support options and Support awards will share in the consideration payable to all Support stockholders in the Merger, which has been fixed at 2,998,261 shares of class A common stock. Further, Support’s executive officers will continue their employment with Support as a subsidiary of Greenidge, and will be subject to continued salary, incentive compensation and other benefits.

In addition, the Investor, which owns approximately 16.6% of Support common stock, made a prior investment in Greenidge series A preferred stock, and in connection with the performance of consulting services leading to and in connection with the Merger, will receive the Investor Fee from Greenidge promptly following the Closing, which will be dilutive to Greenidge stockholders, including former Support stockholders.

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See “Proposal I: The Merger—Interests of Support Directors and Executive Officers in the Merger,” “—Background of the Merger” and “—Investor Fee” and “The Subscription Agreement.”

Termination of the Merger could trigger payment of fees or expenses to Greenidge, as well as negatively impact the business, financial condition, results of operations or stock price of Support.

If the Merger is not consummated, Support may be subject to a number of adverse effects, including:

While Greenidge may become obligated under the Merger Agreement to reimburse Support for certain of Support’s fees and expenses up to $2.0 million plus any fees and expenses incurred by Support in connection with any cooperation by Support with certain acts of Greenidge, such Greenidge obligation arises only under limited circumstances and, even if such obligation does arise, such reimbursement may not be sufficient to reimburse Support for all of its fees and expenses.

In addition, if the Merger is not consummated, Support could be subject to litigation related to any failure to consummate the Merger or related to any enforcement proceedings commenced against Support to perform its obligations under the Merger Agreement. Finally, if the Merger is not consummated and the Support board seeks another business combination, there can be no assurance that Support would be able to find another business combination partner on terms as favorable as those of the Merger Agreement or at all.

Greenidge is not a publicly traded company and does not have a long operating history, making it difficult to determine the fair market value of Greenidge or the Merger Consideration.

Greenidge capital stock is and has been privately held and is not currently traded on any public market, which makes it difficult to determine the fair market value of Greenidge, the class A common stock or any other Greenidge capital stock. In addition, Greenidge began its bitcoin mining operations in May 2019. Further, the unaudited pro forma financial information contained in this proxy statement/prospectus is presented for purposes of presenting the historical consolidated financial statements of Support with the historical financial statements of Greenidge, as adjusted to give effect to the Merger, and is not necessarily indicative of the financial condition or results of operations of the business following the Merger. While Support has engaged BTIG for its analysis and Opinion as to the fairness, from a financial point of view, to the holders of Support common stock (other than the Investor) of the consideration to be received by such holders in the Merger pursuant to the Merger Agreement, which analysis requires an estimate of the value of Greenidge and the pro forma combined business, such analysis and such unaudited pro forma financial information are estimates made on the basis of the historical financial statements and presently available information of Greenidge and Support, and are subject to numerous assumptions and factors, including about Greenidge and Support individually, and their current and future financial condition and results of operations. Any change in Greenidge’s financial condition or results of operations may cause significant variations in the price of its class A common stock. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Any estimate of the fair market value of Greenidge or any Greenidge capital stock is only an estimate and depends on multiple variables, including energy pricing trends, bitcoin pricing trends, market activity, the impact of the Merger, and other factors, that could positively or negatively affect such values.

The Merger Consideration consists of a fixed aggregate amount of class A common stock and is not adjusted before or at Closing to account for the performance of Support or Greenidge.

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The aggregate number of shares of class A common stock to be issued as Merger Consideration is a fixed amount that will not be adjusted before or at Closing (other than to reflect the economic effect of stock splits, reverse stock splits, stock dividends, subdivisions, etc.), including if the performance of Support’s business improves or Greenidge’s business deteriorates in the period after the execution of the Merger Agreement and before Closing. In addition, the Exchange Ratio will be determined shortly before Closing and will be impacted by the fully diluted amount of Support common stock as calculated under the Merger Agreement. See “The Merger Agreement – Merger Consideration; Treatment of Support Common Stock.” Accordingly, as the fully diluted amount of Support common stock increases, the Exchange Ratio, and the number of class A common stock per share of Support common stock issued to former Support shareholders, decreases.

Each party is subject to business uncertainties and contractual restrictions while the Merger is pending, which could adversely affect each party’s business and operations.

In connection with the pendency of the Merger, it is possible that some customers, suppliers and other business partners with whom Support and/or Greenidge has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with Support or Greenidge, as the case may be, as a result of the Merger or otherwise, which could negatively affect Support’s or Greenidge’s business, regardless of whether the Merger is completed. The pending transaction could also divert management time and resources that could otherwise have been devoted to other opportunities that may have been beneficial to Greenidge or Support.

Under the terms of the Merger Agreement, each of Support and Greenidge are subject to certain restrictions on the conduct of their respective businesses prior to the Closing of the Merger which may adversely affect its ability to execute certain of its business strategies. Such limitations could adversely affect Support’s or Greenidge’s business and operations.

In addition, the Merger Agreement contains provisions that limit Support’s ability to pursue alternatives to the Merger and, in specified circumstances, could require Support to make a substantial payment to Greenidge. Furthermore, the ability of the Support board to change its recommendation in favor of the proposals set forth in this proxy statement/prospectus is significantly limited by the terms of the Merger Agreement. Even if the Support board withdraws or qualifies its recommendation with respect to the approval of the proposals set forth in this proxy statement/prospectus, unless the Merger Agreement is terminated in accordance with its terms, Support will still be required to submit such proposals to a vote at the special meeting.

For a more complete description of each party’s termination rights and the related payment obligations, see “The Merger Agreement—Termination of the Merger Agreement” and “—Termination Fees and Expenses.”

Prospective financial information regarding Greenidge and Support, including information used as a basis for determining the fairness of the Merger to Support stockholders, may not prove accurate.

In performing its financial analysis and rendering its opinion as to the fairness, from a financial point of view, to the holders of Support common stock (other than the Investor) of the consideration to be received by such holders in the Merger pursuant to the Merger Agreement, the financial advisor to Support reviewed and relied on, among other things, internal financial analyses and forecasts for Greenidge and Support. Any prospective financial information includes assumptions regarding future operating cash flows, expenditures and income of Greenidge and Support. This prospective financial information was not prepared with a view to public disclosure, is subject to significant economic, competitive, industry and other uncertainties and may not be achieved in full, at all, or within projected timeframes.

Support has not obtained, and does not expect to obtain, an updated opinion from BTIG reflecting changes in circumstances that may have occurred since the signing of the Merger Agreement.

The Opinion rendered to the Support board by BTIG was provided in connection with, and at the time of, the Support board’s evaluation of the Merger on March 18, 2021, and subsequently confirmed in writing as of March 19, 2021, and does not speak as of any other date. The Opinion was based on financial forecasts and other information made available to BTIG as of the date of its Opinion, which may have changed, or may change, after the date of such Opinion. Support has not obtained an updated opinion from BTIG as of the date of this proxy statement/prospectus and does not expect to obtain an updated opinion prior to completion of the Merger. Changes in the operations and prospects of Support or Greenidge, bitcoin prices, general market and economic conditions and other factors which may be beyond the control of Support or Greenidge, and on which the Opinion was based, may have altered the prices or values of shares of Support common stock or Greenidge class A common stock since the date of such Opinion, or may alter such values and prices by the time the Merger is completed. For a description of BTIG’s Opinion, see “Proposal I: The Merger—Opinion of Support’s Financial Advisor.”

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There can be no assurances that the IRS will treat the Merger in accordance with the Intended Tax Treatment.

Support and Greenidge have structured the Merger with the intent that it will qualify for the Intended Tax Treatment. However, Support and Greenidge have not sought, and will not seek, any ruling from the IRS regarding any matter affecting the Merger or any of the U.S. federal income tax consequences discussed herein and have not sought, and will not seek, any tax opinion from their respective legal counsel regarding the qualification of the Merger for the Intended Tax Treatment. Thus, there can be no assurance that the IRS will ultimately conclude that the Merger meets all of the requirements for the Intended Tax Treatment. A successful challenge by the IRS to the Intended Tax Treatment of the Merger could result in taxable gain to Support’s stockholders as a result of the Merger.

Because the Merger will result in an ownership change under Section 382 of the Internal Revenue Code for Support, Support’s pre-merger net operating loss carryforwards and certain other tax attributes will be subject to limitations.

As of December 31, 2020, Support had approximately $145.6 million in U.S. federal tax net operating loss carryforwards, the usage of which is subject to Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”). If a corporation undergoes an “ownership change” within the meaning of Section 382, the corporation’s net operating loss carryforwards and certain other tax attributes arising from before the ownership change are subject to limitations on use after the ownership change. In general, an ownership change occurs if there is a cumulative change in the corporation’s equity ownership by certain stockholders that exceeds fifty percentage points over a rolling three-year period. Similar rules may apply under state tax laws. The Merger will result in an ownership change for Support and, accordingly, Support’s net operating loss carryforwards and certain other tax attributes will be subject to limitations on their use after the Merger. Consequently, even if the combined organization achieves profitability, it may not be able to utilize a material portion of Support’s or the combined organization’s net operating loss carryforwards and other tax attributes, which could have a material adverse effect on its cash flow and results of operations.

Support may be the target of transaction related lawsuits which could result in substantial costs and may delay or prevent the Merger from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and delays to the transactions, as well as divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Support’s and Greenidge’s respective financial conditions. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, then that injunction may delay or prevent the Merger from being completed, which may adversely affect Support’s and Greenidge’s respective businesses. There can be no assurance that complaints will not be filed with respect to the Merger.

Risks Related to the Ownership of Greenidge Common Stock

Because Greenidge will be a “controlled company” within the meaning of the Nasdaq listing rules, Greenidge stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies.

So long as more than 50% of the voting power for the election of directors of Greenidge is held by an individual, a group or another company, Greenidge will qualify as a “controlled company” within the meaning of Nasdaq’s corporate governance standards. Greenidge expects that, subject to certain assumptions, immediately following the Closing of the Merger, the Controlling Stockholder and its affiliates will control over 76% of the voting power of Greenidge’s outstanding capital stock. As a result, Greenidge will be a “controlled company” within the meaning of Nasdaq’s corporate governance standards and will not be subject to the requirements that would otherwise require Greenidge to have: (i) a majority of independent directors; (ii) compensation of Greenidge’s executive officers determined by a majority of the independent directors or a compensation committee comprised solely of independent directors; and (iii) director nominees selected or recommended for the Greenidge board either by a majority of the independent directors or a nominating committee comprised solely of independent directors. Because Greenidge will be a “controlled company”, Greenidge stockholders may not have these corporate governance protections that are available to stockholders of companies that are not controlled companies.

The Controlling Stockholder may have its interest in Greenidge diluted as a result of future equity issuances or its own actions in selling shares of Greenidge common stock, in each case, which could result in a loss of the “controlled company” exemption under the Nasdaq listing rules. Greenidge would then be required to comply with those provisions of the Nasdaq listing requirements.

The dual class structure of Greenidge’s common stock will have the effect of concentrating voting power with the Controlling Stockholder, which may depress the market value of the class A common stock and will limit a Support stockholder’s or a new investor’s ability to influence the outcome of important transactions, including a change in control.

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While the economic rights of Greenidge common stock are the same, Greenidge’s class A common stock shares have one (1) vote per share, while class B common stock shares have ten (10) votes per share. Greenidge class B common stockholders represent 100% of Greenidge’s voting power as of April 26, 2021 and Greenidge expects the class B common stockholders to represent approximately 99% of Greenidge’s voting power immediately following Closing, assuming the conversion of all series A preferred stock into class B common stock, the exercise of all outstanding options to purchase class B common stock and assuming no new issuances of class A common stock. Given the 10:1 voting ratio, even a significant issuance of class A common stock, and/or a transaction involving class A common stock as consideration, may not impact the Controlling Stockholder’s significant majority voting position in Greenidge.

In addition, regardless of the votes per share of Greenidge common stock, assuming the Merger were to be completed as of the date immediately prior to this proxy statement/prospectus, the Merger Consideration would represent approximately 7.7% of the outstanding capital stock of Greenidge, including the shares to be issued in or underlying the Greenidge Issuances. Accordingly, former Support shareholders will have limited ability, if any, to influence the outcome on any matters that are or may be subject to Greenidge stockholder approval.

Greenidge has enacted a dual class voting structure to ensure the continuity of voting control of Greenidge for the foreseeable future. As a result, for the foreseeable future, the Controlling Stockholder will be able to control matters submitted to Greenidge’s stockholders for approval, including the election of directors, amendments of its organizational documents and any merger, consolidation, sale of all or substantially all of its assets or other major corporate transactions.

The Controlling Stockholder may have interests that differ from other Greenidge stockholders – including the Support stockholders receiving class A common stock in the Merger – and may vote its class B common stock in a way with which other stockholders may disagree or which may be adverse to such other stockholders’ interests. In addition, this concentrated control will have the effect of delaying, preventing or deterring a change in control of Greenidge, could deprive its stockholders of an opportunity to receive a premium for their capital stock as part of a sale of Greenidge, and might have a negative effect on the market price of shares of Greenidge’s class A common stock.

The market price, trading volume and marketability of Greenidge’s class A common stock may be significantly affected by numerous factors beyond its control.

The market price and trading volume of Greenidge’s class A common stock may fluctuate and/or decline significantly. Many factors that are beyond Greenidge’s control may materially adversely affect the market price of its class A common stock, the marketability of its class A common stock and its ability to raise capital through equity financings. These factors include the following: