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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.
Jeffrey E. Kirt
FirstName LastNameJeffrey E. Kirt
Greenidge Generation Holdings Inc.
Comapany
August NameGreenidge Generation Holdings Inc.
3, 2021
August
Page 2 3, 2021 Page 2
FirstName LastName
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.
Jeffrey E. Kirt
FirstName LastNameJeffrey E. Kirt
Greenidge Generation Holdings Inc.
Comapany
August NameGreenidge Generation Holdings Inc.
3, 2021
August
Page 3 3, 2021 Page 3
FirstName LastName
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.