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United States securities and exchange commission logo
December 19, 2023
Bob Loughran
Chief Financial Officer
Greenidge Generation Holdings Inc.
135 Rennell Drive, 3rd Floor
Fairfield, CT 06890
Re: Greenidge
Generation Holdings Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2022
File No. 001-40808
Dear Bob Loughran:
We have reviewed your October 19, 2023 response to our comment
letter and have the
following comment(s).
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this letter, we may have
additional comments. Unless
we note otherwise, any references to prior comments are to comments in
our August 25, 2023
letter.
Form 10-K for the Years Ended December 31, 2022 and 2021
Notes to Consolidated Financial Statements, page F-7
1.
We note your responses
to prior comment 1 and prior comment 7 of your August 3, 2023
correspondence that
your mining contracts are one-day contracts, that contract inception is
each day you provide
computing power to the pool, that you receive consideration earned
the day following the
one-day contract and that the significant majority of crypto currency
received from the pool
operators is sold within minutes of receipt and the remaining sold
during the day
received. ASC 606-10-32-21 requires the estimated fair value of noncash
consideration be
measured at contraction inception (that is, the date at which the criteria in
paragraph ASC
606-10-25-1 are met). Please address the following:
Revise your
accounting policy in future filings to comply with ASC 606-10-32-21 to
measure the fair
value of noncash consideration at contract inception (that is, the date
of each one-day
contract) and revise to disclose, if true, that you recognize non-cash
Bob Loughran
FirstName LastNameBob Loughran
Greenidge Generation Holdings Inc.
Comapany19,
December NameGreenidge
2023 Generation Holdings Inc.
December
Page 2 19, 2023 Page 2
FirstName LastName
consideration on the same day that control of the contracted
service transfers to the
mining pool operator, which is the same day as the contract
inception;
Tell us and disclose in future filings, the time of day you
receive your noncash
consideration from your pool operator and the time each day you
have selected to sell
your crypto currency. Given that the Bitcoin exchange trades
24/7, please tell us the
specific point in time that you selected to fair value Bitcoin
each day (e.g. 23:59:59 or
0:00:00). If 0:00:00, please specify if that is the start of the
day of the contract (i.e.
0:00:00 to 23:59:59) or the start of the next day; and
Provide us your SAB 99 analysis assessing the materiality of
the misstatement in the
historical periods presented comparing the fair value of noncash
consideration at
contract inception (that is, the date of each one-day contract at
the same time each
day) versus on the date received.
2. We note your response to prior comment 1. Please confirm our
understanding, and
include the specific disclosures in future filings:
Revise your disclosure to indicate how each component of your FPPS
contract
consideration and or payment mechanism is calculated. In this
regard, we note crypto
currency block rewards, transaction fees, and mining pool
operator fees;
We note that your performance obligation is to, "provide computing
power to the
mining pool." Tell us your consideration for disclosing your
performance obligation
as, "the service of performing hash computations for the mining
pool operator," or
something similar to more precisely and closely align with the
promise in your
contracts, and include this specific disclosure in future
filings, if true; and
Tell us your consideration of whether each mining pool
arrangement, through
operation of the provision to terminate at any time without
penalty, is a contract that
is continuously renewed, and if so, tell us:
o Your consideration as to whether the duration of your
contracts is less than 24
hours;
o Whether the rate of payment remains the same upon renewal;
and
o Whether your customer's option to renew represents a
material right that
represents a separate performance obligation as
contemplated by ASC 606-10-
55-42.
3. We note in your revenue recognition policy disclosure that all mining
revenue
consideration is constrained until the mining pool operator
successfully places a block.
Please tell us why you believe the block reward portion of your mining
revenues cannot
be reasonably estimated. In this regard, it appears for FPPS contracts
that the only
variable at contract inception is the number of hashes you will
perform, which is wholly in
your control and would appear to be reasonably estimable.
4. We note your response to our prior comment 2. In your response you
state that your
primary market for selling digital assets is considered to be the
exchange platforms
currently used to sell your digital assets. Note that under ASC Topic
820-10-35-5A a
principal market is presumed to be the market where you would normally
sell the asset.
Bob Loughran
Greenidge Generation Holdings Inc.
December 19, 2023
Page 3
Tell us how you have overcome this presumption or revise your policy
to use the
exchanges you would normally transact as your principal market. In
this regard, we note
that CoinMarketCap does not appear to be a market where bitcoin can be
sold, and
therefore does not appear to be an appropriate selection for your
principal market. Please
also provide us with your SAB 99 materiality analysis for each period
presented, by
digital asset, of the aggregate price from exchange platforms versus
the price from
CoinMarketCap utilized in valuing your digital assets held and
potential impairment.
Please contact David Irving at 202-551-3321 or Michelle Miller at
202-551-3368 if you
have questions regarding comments on the financial statements and related
matters.
FirstName LastNameBob Loughran Sincerely,
Comapany NameGreenidge Generation Holdings Inc.
Division of
Corporation Finance
December 19, 2023 Page 3 Office of Crypto
Assets
FirstName LastName