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United States securities and exchange commission logo
May 17, 2024
Jordan Kovler
Chief Executive Officer
Greenidge Generation Holdings Inc.
135 Rennell Drive, 3rd Floor
Fairfield, CT 06890
Re: Greenidge
Generation Holdings Inc.
Registration
Statement on Form S-3
Filed April 10,
2024
File No. 333-278600
Dear Jordan Kovler:
We have reviewed your correspondence filed May 7, 2024 and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our April 26, 2024
letter.
Registration Statement on Form S-3
Selling Stockholder, page 8
1. We note your response
to prior comment 1 and your belief that none of the Selling
Stockholder or any of
its affiliates is a broker-dealer. Please confirm and identify whether
the Selling Stockholder
is a registered broker-dealer or an affiliate of a broker-dealer.
Please note that a
registration statement registering the resale of securities being offered
by a broker-dealer must
identify the broker-dealer as an underwriter if the securities were
not issued as
underwriting compensation. If the Selling Stockholder is an affiliate of a
broker-dealer, your
prospectus must state, if true, that:
The Selling
Stockholder purchased the shares being registered for resale in the
ordinary course of
business; and
At the time of
purchase, the Selling Stockholder had no agreements or
understandings,
directly or indirectly, with any person, to distribute the securities.
Jordan Kovler
Greenidge Generation Holdings Inc.
May 17, 2024
Page 2
If you are unable to make these representations, please disclose that the
Selling
Stockholder is an underwriter. Please revise or advise.
Documents Incorporated by Reference, page 23
2. We note your response to prior comment 3. In future filings, please
further revise your
breakeven analysis to clarify whether, and if so, how the cost of
purchasing mining
equipment factors into your analysis. Additionally, clarify whether you
finance the
purchase of mining equipment and, if so, reflect financing costs in your
analysis.
Please contact Austin Stanton at 202-551-2197 or Lulu Cheng at
202-551-3811 with any
questions.
Sincerely,
FirstName LastNameJordan Kovler
Division of
Corporation Finance
Comapany NameGreenidge Generation Holdings Inc.
Office of Crypto
Assets
May 17, 2024 Page 2
cc: Clifford Brandeis
FirstName LastName