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United States securities and exchange commission logo
April 26, 2024
Jordan Kovler
Chief Executive Officer
Greenidge Generation Holdings Inc.
135 Rennell Drive, 3rd Floor
Fairfield, CT 06890
Re: Greenidge
Generation Holdings Inc.
Registration
Statement on Form S-3
Filed April 10,
2024
File No. 333-278600
Dear Jordan Kovler:
We have conducted a limited review of your registration statement
and have the
following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Form S-3 filed April 10, 2024
Selling Stockholder, page 8
1. Please tell us whether
the Selling Stockholder is a broker-dealer or an affiliate of a broker-
dealer. If the Selling
Stockholder is a broker-dealer or an affiliate of a broker-
dealer, please revise
your disclosure to state that the Selling Stockholder is an underwriter,
unless the Selling
Stockholder received its securities as compensation for investment
banking services. In
addition, in connection with a Selling Stockholder who is an affiliate
of a broker-dealer,
please disclose if true, that:
the Selling
Stockholder purchased the shares being registered for resale in the
ordinary course of
business; and
at the time of the
purchase, the Selling Stockholder had no agreements or
understandings,
directly or indirectly, with any person to distribute the securities.
If you are unable to
make these representations, please disclose that the Selling
Stockholder is an
underwriter.
Jordan Kovler
Greenidge Generation Holdings Inc.
April 26, 2024
Page 2
Documents Incorporated By Reference, page 23
2. We note that you have incorporated by reference your Form 10-K for the
fiscal year ended
December 31, 2023 and that your Form 10-K incorporates by reference to
your definitive
proxy statement. However, you have not filed your definitive proxy
statement on
Schedule 14A. Please amend your Form 10-K to include the Part III
information or file
your proxy statement prior to effectiveness.
3. We note that page 60 of your Form 10-K for the fiscal year ended
December 31, 2023
included key metrics regarding revenue and costs. Please revise your
disclosure to include
a breakeven analysis for your mining operations that compares the cost
to earn/mine
bitcoin with the value of bitcoin. Please also revise to provide more
information on your
mining equipment, including the age of your mining equipment.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Austin Stanton at 202-551-2197 or Lulu Cheng at
202-551-3811 with any
other questions.
FirstName LastNameJordan Kovler Sincerely,
Comapany NameGreenidge Generation Holdings Inc.
Division of
Corporation Finance
April 26, 2024 Page 2 Office of Crypto
Assets
FirstName LastName