S-4 1 d166032ds4.htm S-4 S-4
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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)

 

 

 

Delaware   7374   86-1746728

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

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:

 

Chris Zochowski, Esq.

Benjamin Liss, Esq.

Winston & Strawn LLP

1901 L Street NW

Washington, DC 20036

(202) 282-5000

 

Louis A. Bevilacqua, Esq.

Bevilacqua PLLC

1050 Connecticut Avenue, NW Suite 500

Washington, DC 20036

(202) 869-0888

 

Lance Rosenzweig

Chief Executive Officer

Support.com, Inc.

1521 Concord Pike (US 202), Suite 301

Wilmington, DE 19803

(650) 556-9440

  

David Ingles, Esq.

Pillsbury Winthrop Shaw Pittman LLP

31 West 52nd Street

New York, NY 10019-6131

(212) 858-1000

 

 

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.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

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:

 

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

    

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)

    

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of securities to be registered   Amount to be
registered(1)
 

Proposed

maximum

offering price per
unit

 

Proposed

maximum

aggregate

offering price(2)

  Amount of
registration fee

Class A Common Stock, par value $0.0001 per share

  2,998,261   N/A   $95,564,099.84  

$10,426.04

 

 

(1)

Represents the number of shares of class A common stock of the registrant expected to be issued pursuant to the agreement and plan of merger by and among the registrant, Support.com, Inc. (“Support”) and GGH Merger Sub, Inc.

(2)

Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and calculated in accordance with Rules 457(c) and 457(f)(1) under the Securities Act. The proposed maximum aggregate offering price of the registrant’s class A common stock to be registered is based on the product of (i) the average of the high and low sale prices of Support common stock as reported on the Nasdaq Capital Market on April 27, 2021 ($3.76) multiplied by (ii) the estimated maximum fully diluted number of shares of Support common stock (including shares underlying Support awards and Support options) to be exchanged and cancelled in the merger for the registrant’s Class A common stock, par value $0.0001 per share (25,415,984 as of April 26, 2021).

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.

 

 

 


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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

 

LOGO

and

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

 

LOGO

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,

 

Lance Rosenzweig

Chief Executive Officer, Support.com, Inc.

 

Jeffrey Kirt

Chief Executive Officer, Greenidge Generation Holdings Inc.

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.


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LOGO

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:

 

  1.

to consider and vote on a proposal to adopt an agreement and plan of merger, dated as of March 19, 2021, and as it may be amended from time to time (the “Merger Agreement”), by and among Support, Greenidge Generation Holdings Inc., a Delaware corporation (“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”) (a copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement/prospectus);

 

  2.

to consider and vote on a proposal to approve, on an advisory (non-binding) basis, compensation that will or may be paid or provided to named executive officers in connection with the Merger; and

 

  3.

to consider and vote on a proposal to approve the adjournment of the special meeting to a later date if necessary to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the special meeting, or any adjournment or postponement thereof.

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


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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:

[ __ ]


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TABLE OF CONTENTS

 

REFERENCES TO ADDITIONAL INFORMATION

     1  

ABOUT THIS PROXY STATEMENT/PROSPECTUS

     1  

INDUSTRY AND MARKET DATA

     2  

FREQUENTLY USED TERMS

     3  

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

     6  

SUMMARY

     13  

The Companies

     13  

The Merger

     14  

Special Meeting of Support’s Stockholders

     14  

What Support Stockholders Will Receive in the Merger

     15  

Treatment of Support Equity Awards

     15  

Recommendations of the Board and its Reasons for the Merger

     15  

Ownership of Greenidge Common Stock After the Merger

     15  

Opinion of Support’s Financial Advisor

     16  

Interests of Support Directors and Executive Officers in the Merger

     16  

Appraisal Rights Available to Stockholders

     16  

Completion of the Merger is Subject to Certain Conditions

     16  

Regulatory Approvals

     17  

Greenidge Nasdaq Listing; Support Delisting and Deregistration

     17  

No Solicitation of Transactions; Support Board Recommendation Changes

     17  

Termination of the Merger Agreement

     18  

Termination Fees and Expenses

     18  

The Voting Agreement

     19  

Subscription Agreement

     19  

Material U.S. Federal Income Tax Consequences of the Merger

     19  

Anticipated Accounting Treatment

     20  

Risk Factors

     20  

Controlled Company Exemption

     22  

SUMMARY CONSOLIDATED FINANCIAL DATA OF SUPPORT

     23  

SUMMARY CONSOLIDATED FINANCIAL DATA OF GREENIDGE

     24  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     25  

EQUIVALENT AND COMPARATIVE PER SHARE INFORMATION

     31  

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

     32  

Market Information

     32  

Dividend Policy

     32  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     33  

RISK FACTORS

     35  

Risks Related to the Merger

     35  

Risks Related to the Ownership of Greenidge Common Stock

     38  

Risks Related to the Business of Greenidge

     43  

THE COMPANIES

     58  

Support.com, Inc.

     58  

Greenidge Generation Holdings Inc.

     58  

GGH Merger Sub, Inc.

     59  

SPECIAL MEETING OF STOCKHOLDERS

     60  

General

     60  

The Proposals and Required Vote

     60  

Recommendations of Support Board of Directors

     60  

Record Date, Voting and Quorum

     61  

Share Ownership of and Voting by Support Directors and Executive Officers

     61  

Voting

     61  

Attendance

     62  

Revocability of Proxies; Changing Your Vote

     62  

Solicitation of Proxies; Expenses of Solicitation

     63  

Householding

     63  

Adjournment

     63  

Other Information

     63  

Assistance

     63  

 

i


Table of Contents

PROPOSAL I: THE MERGER PROPOSAL

     65  

General

     65  

Vote Required; Recommendation of the Support Board of Directors

     65  

What Support Stockholders Will Receive in the Merger

     65  

Treatment of Support Equity Awards

     66  

Ownership of Greenidge Capital Stock After the Merger

     66  

Background of the Merger

     66  

Reasons for the Merger

     73  

Opinion of Support’s Financial Advisor

     77  

Certain Prospective Financial Information

     86  

Effect on Support if the Merger is Not Completed

     90  

Interests of Support Directors and Executive Officers in the Merger

     90  

Regulatory Approvals Required for the Merger

     95  

Greenidge Nasdaq Listing; Support Delisting and Deregistration

     95  

Anticipated Accounting Treatment

     95  

No Appraisal or Dissenters’ Rights

     96  

THE MERGER AGREEMENT

     97  

Effects of the Merger

     97  

Completion and Effectiveness of the Merger

     97  

Merger Consideration; Treatment of Support Common Stock

     98  

Treatment of Support Equity Awards

     98  

Surrender and Payment Procedures

     98  

Conditions to Closing of the Merger

     99  

Representations and Warranties

     100  

Conduct of Business Pending the Merger

     103  

No Solicitation of Transactions; Support Board Recommendation Changes

     105  

Special Meeting

     108  

Support Directors’ and Officers’ Indemnification

     108  

Support Employee Matters

     108  

Filings; Other Actions; Notifications

     109  

Resale Registration

     110  

Consulting Fee

     110  

Other Agreements

     110  

Termination of the Merger Agreement

     110  

Termination Fees and Expenses

     111  

Other Expenses

     112  

Specific Performance

     112  

Amendments; Waivers

     112  

Rights Agreement Amendment

     112  

THE VOTING AGREEMENT

     113  

Voting Stockholders

     113  

Agreement to Vote and Irrevocable Proxy

     113  

Transfer Restrictions Prior to Merger

     113  

Non-Solicitation and Other Restrictions

     114  

Termination

     114  

Other Terms of the Voting Agreement

     114  

THE SUBSCRIPTION AGREEMENT

     115  

Purchased Shares

     115  

Termination

     115  

Standstill

     115  

Transfer Restrictions

     115  

Board Rights

     116  

Registration Rights

     116  

Merger Agreement Amemdments

     116  

Legal Fees

     116  

Other Terms of the Subscription Agreement

     117  

 

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PROPOSAL II: ADVISORY PROPOSAL

     118  

Purpose of the Advisory Proposal

     118  

Vote Required

     118  

Recommendation of the Board of Directors

     118  

PROPOSAL III: ADJOURNMENT PROPOSAL

     119  

Purpose of the Adjournment Proposal

     119  

Vote Required

     119  

Recommendation of the Board of Directors

     119  

INFORMATION ABOUT GREENIDGE

     120  

Overview

     120  

Corporate History and Structure

     120  

Vertically Integrated Business Model

     122  

The Bitcoin Mining and Power Generation Markets

     123  

Products and Services

     125  

Competition

     127  

Competitive Advantage

     128  

Properties

     128  

Intellectual Property

     129  

Employees

     129  

Government Regulation

     129  

Legal Proceedings

     133  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR GREENIDGE

     134  

Overview

     134  

Miner Fleet Growth

     134  

Results of Operations

     135  

Non-GAAP Financial Measures

     137  

Financial Condition

     138  

Liquidity and Capital Resources

     139  

Summary of Cash Flow

     139  

Capital Expenditures and Other Obligations

     140  

Emerging Growth Company Status

     141  

Critical Accounting Policies and Estimates

     141  

Off-Balance Sheet Arrangements

     143  

DIRECTORS AND EXECUTIVE OFFICERS

     144  

Directors and Executive Officers of Greenidge Holdings Following the Merger

     144  

Family Relationships

     146  

Involvement in Certain Legal Proceedings

     146  

Corporate Governance

     147  

Role of the Board of Directors of Greenidge in Risk Oversight

     147  

Controlled Company Exemption

     147  

Committees of the Board of Directors of Greenidge

     147  

Code of Business Conduct

     150  

Compensation Committee Interlocks and Insider Participation

     150  

Director Independence

     150  

EXECUTIVE COMPENSATION

     151  

Summary Compensation Table

     151  

Base Salary

     151  

Employee Benefit Programs

     151  

Employment Agreements

     151  

2020 Bonuses

     151  

Outstanding Equity Awards at Fiscal Year-End

     151  

Outstanding Equity Awards at March 31, 2021

     152  

Greenidge 2021 Equity Incentive Plan

     152  

Support Equity Compensation Plans

     155  

Director Compensation

     155  

Director Nominations

     150  

TRANSACTIONS WITH RELATED PERSONS

     156  

Notes Payable

     156  

Letters of Credit

     156  

 

iii


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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     157  

Security Ownership of Support

     157  

Security Ownership of Greenidge

     158  

Security Ownership of Greenidge After the Merger

     159  

DESCRIPTION OF SECURITIES

     161  

Common Stock

     161  

Preferred Stock

     162  

Anti-takeover Effects of Delaware Law and Charter Provisions

     165  

Transfer Agent

     166  

COMPARISON OF STOCKHOLDER RIGHTS

     167  

LEGAL MATTERS

     174  

EXPERTS

     174  

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

     175  

U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Support common stock

     176  

Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of Greenidge Common Stock

     177  

WHERE YOU CAN FIND MORE INFORMATION

     179  

FINANCIAL STATEMENTS

     F-1  

ANNEXES

 

Annex A     Agreement and Plan of Merger, dated as of March 19, 2021, among Greenidge Generation Holdings Inc., Support.com, Inc. and GGH Merger Sub, Inc.
Annex B     Support Agreement, dated as of March 19, 2021, among Greenidge Generation Holdings Inc. and certain stockholders of Support.com, Inc.
Annex C     Subscription Agreement, dated as of March 19, 2021, among 210 Capital, LLC and Support.com, Inc.
Annex D     Opinion of Support’s Financial Advisor

 

iv


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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.

 

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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.

 

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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.

 

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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.

 

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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.

 

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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.”

 

Q:

Why am I receiving this document and why am I being asked to vote on the Merger Agreement?

 

A:

On the Signing Date, Support entered into the Merger Agreement with Greenidge, pursuant to which Merger Sub will merge with and into Support, with Support continuing as the surviving corporation and a wholly-owned subsidiary of Greenidge. In order to complete the Merger, Support stockholders must vote to adopt the Merger Agreement.

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.

 

Q:

What are Support stockholders being asked to vote on?

 

A:

Support stockholders are being asked to vote on the following proposals:

 

   

to adopt the Merger Agreement (the “Merger Proposal”);

 

   

to approve, on an advisory (non-binding) basis, compensation that will or may be paid or provided to named executive officers in connection with the Merger (the “Advisory Proposal”); and

 

   

to approve the adjournment of the special meeting to a later date, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve the Merger Proposal (the “Adjournment Proposal”).

 

Q:

When and where is the special meeting?

 

A:

The special meeting will be held on [ __ ], 2021 at 8:00 a.m., Pacific Time, at [ __ ].

 

Q:

Who is entitled to vote at the special meeting?

 

A:

All holders of Support’s common stock as of the record date for the special meeting (5 p.m. Eastern Time on [ __ ], 2021) are entitled to receive notice of, and to vote at, the special meeting. As of the close of business on the record date, there were [ __ ] shares of Support common stock issued and outstanding. Each holder of Support common stock as of the record date is entitled to one vote per share.

 

Q:

What constitutes a quorum for the special meeting?

 

A:

The presence at the commencement of the special meeting, in person or by proxy, of a majority of the shares of Support common stock issued and outstanding and entitled to vote as of the record date constitutes a quorum for the special meeting. Abstentions will be deemed present at the special meeting for the purpose of determining the presence of a quorum. Shares held in “street name” with respect to which the beneficial owner fails to give voting instructions to the broker, bank or other nominee holder of record will not be deemed present at the special meeting for the purpose of determining the presence of a quorum.

 

Q:

What stockholder vote is required for the approval of each proposal at the special meeting?

 

A:

The following are the vote requirements for the approval of the proposals at the special meeting:

 

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Merger Proposal: Assuming that a quorum is present, approval of the Merger Proposal requires the affirmative vote of a majority of the issued and outstanding shares of Support common stock entitled to vote thereon.

 

   

Advisory Proposal: Assuming that a quorum is present, approval of the Advisory Proposal requires the affirmative vote of the holders of a majority of the shares present or represented by proxy at the special meeting and entitled to vote thereon.

 

   

Adjournment Proposal: Assuming that a quorum is present, approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares present or represented by proxy at the special meeting and entitled to vote thereon.

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.

 

Q:

What if I abstain from voting on any proposal?

 

A:

If you attend the special meeting or submit (and do not thereafter revoke) a properly executed proxy card, even if you abstain from voting, your shares of Support common stock will still be counted for purposes of determining whether a quorum is present at the special meeting. An abstention from voting will have the same effect as a vote “AGAINST” the Merger Proposal, but an abstention from voting will have no effect on the outcome of the Advisory Proposal or the Adjournment Proposal.

 

Q:

How do I vote shares that are registered directly in my name?

 

A:

Support stockholders of record may vote their shares by:

 

   

By attending the special meeting and voting their shares of Support common stock in person.

 

   

By MAIL - Mark, sign and date your proxy card and return it in the postage-paid envelope provided or return it to [ __ ], which must be received no later than the day before the special meeting date.

 

   

By INTERNET ([ __ ]) - Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

 

   

By PHONE ([ __ ]) - Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.

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.

 

Q:

How do I vote my shares that are held in the name of my bank, brokerage firm or other nominee?

 

A:

If your shares are held by your bank, brokerage firm or other nominee, you are considered the beneficial owner of shares held in “street name” and you will receive a form from your bank, brokerage firm or other nominee seeking instruction from you as to how your shares should be voted. If you beneficially own your shares and receive a voting instruction form, you can vote by following the instructions on your voting instruction form. Please refer to information from your bank, brokerage firm or other nominee on how to submit voting instructions.

 

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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.

 

Q:

What is a proxy?

 

A:

A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of Support common stock. The document used to designate a proxy to vote your shares of Support common stock is called a “proxy card”.

 

Q:

How will my shares be voted at the special meeting?

 

A:

If you correctly submit your proxy via the Internet, by telephone, or by mail, the persons named in your proxy card will vote your shares in the manner you requested. If you sign your proxy card and return it without indicating how you would like to vote your shares, your proxy will be voted as Support’s board of directors unanimously recommends, which is “FOR” each of the proposals.

 

Q:

Can I revoke my proxy or change my voting instructions?

 

A:

Yes. You may revoke your proxy or change your vote in person at any time before the closing of the polls at the special 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:

 

   

delivering to Support (at 777 South Figueroa Street, Suite 4600, DPT# 2009, Los Angeles, CA 90017-2513) a written instrument that revokes the proxy, which is received prior to the special meeting;

 

   

submitting a valid, later-dated proxy via the Internet or by telephone before 11:59 P.M. Eastern Time the day before the meeting date, or by mail that is received prior to the special meeting; or

 

   

attending the special meeting (or, if the special meeting is adjourned or postponed, attending the adjourned or postponed meeting) and voting in person, which automatically will cancel any proxy previously given, or revoking your proxy in person, but your attendance alone will not revoke any proxy previously given.

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.

 

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Q:

What happens if I sell my shares after the record date but before the special meeting?

 

A:

The record date for the special meeting (5 p.m. Eastern Time on [ __ ], 2021) is earlier than the date of the special meeting. If you sell or otherwise transfer your shares after the record date but before the date of the special meeting, you will retain your right to vote at the special meeting. However, you will not have the right to receive any portion of the Merger Consideration in respect of such shares. In order to receive your portion of the Merger Consideration, you must hold your shares through completion of the Merger.

 

Q:

What do I do if I receive more than one set of voting materials?

 

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus, the related proxy card or voting instruction forms. This can occur if you hold your shares in more than one brokerage account, if you hold shares directly as a record holder and also in “street name,” or otherwise through another nominee holder of record, and in certain other circumstances. If you receive more than one set of voting materials, please separately submit votes for each set of voting materials in order to ensure that all of your shares are voted.

 

Q:

Are stockholders entitled to appraisal rights?

 

A:

Because Greenidge class A common stock issued as Merger Consideration will be listed on a national securities exchange at Closing, which is a condition of consummating the Merger, the Support stockholders are not entitled to appraisal rights in connection with the consummation of the Merger.

 

Q:

Does Support’s board of directors recommend that stockholders approve the Merger Proposal?

 

A:

Yes. Support’s board of directors has unanimously determined that the Merger Agreement, 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, and unanimously recommends that Support stockholders vote “FOR” the approval of the Merger Proposal at the special meeting. See “Proposal I: The Merger Proposal.”

 

Q:

Why am I being asked to vote on the compensation that will or may be paid or provided to named executive officers in connection with the Merger?

 

A:

The SEC has adopted rules that require Support to seek stockholder approval of the Advisory Proposal, which is an advisory (non-binding) vote on compensation that is tied to or based on the completion of the Merger and that will or may be paid or provided to named executive officers in connection with the Merger.

 

Q:

Does Support’s board of directors recommend that Support stockholders approve the Advisory Proposal?

 

A:

Yes. Support’s board of directors unanimously recommends that Support stockholders vote “FOR” the Advisory Proposal at the special meeting. See “Proposal II: Advisory Proposal.”

 

Q:

What happens if the Advisory Proposal is not approved?

 

A:

Approval of the Advisory Proposal is not a condition to completion of the Merger. The vote is an advisory vote and is not binding. If the Merger is completed, named executive officers may be paid compensation in connection with the Merger even if Support stockholders fail to approve the Advisory Proposal.

 

Q:

Does Support’s board of directors recommend that Support stockholders approve the Adjournment Proposal?

 

A:

Yes. Support’s board of directors unanimously recommends that Support stockholders vote “FOR” the Adjournment Proposal. See “Proposal III: Adjournment Proposal.”

 

Q:

What are the reasons for the Merger?

 

A:

In reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, the Support board evaluated the Merger in consultation with Support’s management, as well as Support’s financial and legal advisors, and considered a number of factors, including, among others, the following:

 

   

the attractive value of the merger consideration;

 

   

the merger consideration to be received by Support stockholders was more favorable to Support stockholders than the potential value that might result from other alternatives reasonably available to Support;

 

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the risks and anticipated value of continued independence of Support on a standalone basis;

 

   

the Support board considered the likelihood of the completion of the Merger to be high;

 

   

the financial analysis presented to the Support board by BTIG and the Opinion of BTIG delivered to the Support board, to the effect that, as of March 19, 2021, and based upon and subject to the assumptions made, procedures followed, factors considered, limitations of the review undertaken and qualifications contained therein, the Per Share Merger Consideration to be received by the holders of Support common stock (other than the Investor) was fair, from a financial point of view, to such holders, as more fully described below in the section entitled “Proposal I: The Merger—Opinion of Support’s Financial Advisor” beginning on page 77 of this proxy statement/prospectus. The full text of BTIG’s written Opinion is attached as Annex D to this proxy statement/prospectus and is incorporated herein by reference;

 

   

the opportunity for Support to receive alternative proposals, the Support board to change its recommendation and terminate the Merger to accept a superior proposal; and

 

   

certain other considerations.

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

 

Q:

What will I receive in the Merger?

 

A:

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

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 [    ].

 

VWAP of Support Common Stock

   Exchange Ratio  

$2.14

     0.121  

$4.00

     0.118  

$5.00

     0.117  

$6.00

     0.117  

$7.00

     0.117  

$8.00

     0.116  

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.

 

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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.

 

Q:

What will be the business of the combined company upon completion of the Merger?

 

A:

Following completion of the Merger, Support will become a wholly-owned subsidiary of Greenidge, and the combined company’s business upon completion of the Merger will primarily be the existing business of Greenidge. Greenidge owns and operates a vertically integrated bitcoin mining and power generation facility in the Town of Torrey, New York with an environmentally-sound, approximately 106 MW natural gas power plant that has undergone a remarkable transformation in recent years. Greenidge enjoys significant competitive advantages including low fixed costs, an efficient mining fleet, in-house operational expertise and low power costs due to its access to some of the least expensive natural gas in North America. Greenidge is currently mining bitcoin and contributing to the security and transactability of the bitcoin ecosystem while concurrently meeting the power needs of homes and businesses in its region.

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.

 

Q:

What will happen if the Merger is not completed?

 

A:

If the Merger Proposal is not approved by the Support stockholders or if the Merger is not completed for any other reason, Support’s stockholders will not receive any payment for their shares of Support common stock in connection with the Merger. Instead, Support would remain a public company and its common stock would continue to be listed and traded on the Nasdaq Capital Market, assuming Support meets all of Nasdaq’s continuing listing standards. As such, Support stockholders would continue to be subject to the risks and opportunities to which they are subject as an investor in Support as a public company.

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”.

 

Q:

Is completion of the Merger subject to any conditions?

 

A:

Yes. Support and Greenidge are not required to complete the Merger unless a number of conditions are satisfied (or, to the extent permitted by applicable law, waived). These conditions include, among others, the approval of the Merger Proposal described in this proxy statement/prospectus by Support stockholders and the approval of the listing of the shares of class A common stock to be issued in the Merger on Nasdaq, subject only to official notice of issuance. For a complete summary of the conditions that must be satisfied (or, to the extent permitted by applicable law, waived) prior to completion of the Merger, see “The Merger Agreement—Conditions to Completion of the Merger.”

 

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Q:

When do you expect to complete the Merger?

 

A:

As of the date of this proxy statement/prospectus, the parties expect to complete the Merger in the third quarter of 2021, subject to the satisfaction of the conditions described elsewhere in this proxy statement/prospectus. However, no assurance can be given as to when, or if, the Merger will be completed.

 

Q:

How do I attend the special meeting in person?

 

A:

You are invited to attend the special meeting in person only if you were a Support stockholder as of 5 p.m. Eastern Time on [    ], 2021, the record date for the special meeting, if you hold a valid proxy for the special meeting, or if you are guest invited by Support. In addition, if you are a Support stockholder of record (owning shares of Support common stock in your own name), prior to your being admitted to the special meeting, your name will be verified against a list of registered Support stockholders on the record date. If you are not a Support stockholder of record but hold shares in “street name,” i.e., through a bank, broker or nominee, you must bring proof of your beneficial ownership to the special meeting. For example, you could bring an account statement showing that you beneficially owned shares of Support common stock as of the record date as acceptable proof of ownership. Both record and beneficial stockholders should bring photo identification and an appropriate face covering for entrance to the special meeting. Social distancing measures will be employed and attendees will need to wear face coverings throughout the duration of the special meeting.

 

Q:

Who is soliciting my vote? Who will pay for the cost of this proxy solicitation?

 

A:

The Support board is soliciting your proxy, and Support will bear the cost of soliciting proxies. [ __ ] has been retained to assist with the solicitation of proxies and provide related proxy advisory services. [ __ ] will be paid a final fee not to exceed $[ __ ] for these services in connection with the special meeting.

 

Q:

What do I need to do now?

 

A:

Carefully read and consider the information contained in and incorporated by reference into this proxy statement/prospectus, including its annexes included in this proxy statement/prospectus and the documents incorporated herein by reference. Then, please vote your shares in accordance with the instructions contained in this proxy statement/prospectus.

 

Q:

When will Support announce the voting results of the special meeting, and where can I find the voting results?

 

A:

Support intends to announce the preliminary voting results at the special meeting and will report the final voting results of the special meeting in a Current Report on Form 8-K filed with the SEC within four business days after the meeting. All reports that Support files with the SEC are publicly available when filed.

 

Q:

Who should I contact with questions?

 

A:

If you have any questions concerning the special meeting, any of the proposals to be considered at the special meeting, or the accompanying proxy statement/prospectus, or if you need help voting your shares, please contact Support’s proxy solicitor:

[ __ ]

 

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SUMMARY

This summary highlights selected information from this proxy statement/prospectus. It may not contain all of the information that is important to you. You are urged to carefully read the entire proxy statement/prospectus, including the annexes to this proxy statement/prospectus and the other documents incorporated by reference herein. See “Where You Can Find More Information.” Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.

The Companies (See Page 58)

Support.com, Inc.

Support provides customer and technical support solutions delivered by home-based employees. Support’s homesourcing model, which enables outsourced work to be delivered by people working from home, has been specifically designed for remote work, with attention to security, recruiting, training, delivery, and employee engagement. See “The Companies—Support.com, Inc.” for additional information regarding Support.

Support’s principal executive offices are located at 1521 Concord Pike (US 202), Suite 301, Wilmington, DE 19803, and its telephone number is (650) 556-9440. Support’s website is www.support.com. Information on Support’s website is not incorporated by reference into or otherwise part of the proxy statement/prospectus. Support’s common stock is listed on the Nasdaq Capital Market under the symbol “SPRT.” Additional information about Support is included in documents incorporated by reference in the proxy statement/prospectus. Please see “Where You Can Find More Information”.

Greenidge Generation Holdings Inc.

Greenidge owns and operates a vertically integrated bitcoin mining and power generation facility in the Town of Torrey, New York with an environmentally-sound, approximately 106 MW natural gas power plant that has undergone a remarkable transformation in recent years. Greenidge enjoys significant competitive advantages including low fixed costs, an efficient mining fleet, in-house operational expertise and low power costs due to its access to some of the least expensive natural gas in North America. Greenidge is currently mining bitcoin and contributing to the security and transactability of the bitcoin ecosystem, while concurrently meeting the power needs of homes and businesses in its region.

Greenidge is currently a privately-held corporation and its securities are not traded 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.

The principal executive offices of Greenidge are located at 590 Plant Road, Dresden, NY 14441, and its telephone number is (315) 536-2359. Greenidge maintains a website at www.greenidge.com. Information on Greenidge’s website is not incorporated by reference into or otherwise part of this proxy statement/prospectus.

See “Information about Greenidge” and “Management Discussion and Analysis of Financial Condition and Results of Operations for Greenidge” for important business and financial information regarding Greenidge.

GGH Merger Sub, Inc.

Merger Sub was formed in the State of Delaware on February 26, 2021 and is a wholly-owned subsidiary of Greenidge. Merger Sub was formed solely for the purpose of completing the Merger. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Merger Agreement and the Merger.

Merger Sub is a privately-held corporation and its securities do not trade on any marketplace. The principal executive offices of Merger Sub are located at c/o Greenidge Generation Holdings Inc., 590 Plant Road, Dresden, NY 14441, and its telephone number is (315) 536-2359.



 

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The Merger (See Page 65)

The Merger Agreement provides that, upon the terms and subject to the conditions of the Merger Agreement, Merger Sub shall be merged with and into Support, with Support surviving the Merger as a wholly-owned subsidiary of Greenidge.

The Merger will be completed and become effective at such time as the certificate of merger for the Merger is accepted by the Secretary of State of the State of Delaware (or at such time as agreed to between Support and Greenidge and specified in such certificate of merger in accordance with applicable law). Unless another date and time are agreed to by Support and Greenidge, completion of the Merger will occur no earlier than the second business day following the day on which the last of the conditions set forth in the Merger Agreement is to be satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of such conditions).

As of the date of this proxy statement/prospectus, the parties expect that the Merger will be completed in the third quarter of 2021. However, completion of the Merger is subject to the satisfaction or waiver of the conditions to completion of the Merger, which are summarized below. There can be no assurances as to when, or if, the Merger will occur. If the Merger is not completed on or before December 22, 2021, either Support or Greenidge may terminate the Merger Agreement. The right to terminate the Merger Agreement if the Merger is not completed on or prior to such date will not be available to either of Support or Greenidge if the failure of the Merger to be consummated by such date is due to a material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in the Merger Agreement. See “The Merger Agreement—Conditions to Completion of the Merger” and “The Merger Agreement—Termination of the Merger Agreement.”

Upon the completion of the Merger, the principal executive offices of Greenidge will continue to be located at 590 Plant Road, Dresden, NY 14441 and its telephone number will be (315) 536-2359.

A copy of the Merger Agreement, as amended to the date of this proxy statement/prospectus, is attached as Annex A to this proxy statement/prospectus. You should read the Merger Agreement carefully because it is the legal document that governs the Merger.

Special Meeting of Support’s Stockholders (See Page 60)

Meeting. The special meeting will be held on [ __ ], 2021 at 8:00 a.m., Pacific Time, at [ __ ]. At the special meeting, Support’s stockholders will be asked to consider and vote on the Merger Proposal, the Advisory Proposal and the Adjournment Proposal. Under Support’s bylaws, the business to be conducted at the special meeting will be limited to the proposals set forth in the notice to Support’s stockholders provided with this proxy statement/prospectus.

Record Date. Support’s board of directors has fixed 5 p.m. Eastern time on [ __ ], 2021 as the record date for determination of the stockholders entitled to vote at the special meeting, or any adjournment or postponement thereof. Only Support stockholders of record at the record date are entitled to receive notice of, and to vote at, the special meeting, or any adjournment or postponement thereof. As of the close of business on the record date, there were [ __ ] shares of Support common stock issued and outstanding. Each holder of Support common stock is entitled to one vote per share.

Quorum. The presence at the commencement of the special meeting, in person or by proxy, of a majority of the shares of Support common stock issued and outstanding and entitled to vote as of the record date constitutes a quorum for the special meeting. Abstentions will be deemed present at the special meeting for the purpose of determining the presence of a quorum. Shares held in “street name” with respect to which the beneficial owner fails to give voting instructions to the broker, bank or other nominee holder of record on any of the proposals to be voted on at the special meeting, and shares with respect to which the beneficial owner otherwise fails to vote, will not be deemed present at the special meeting for the purpose of determining the presence of a quorum. Accordingly, you are encouraged to provide voting instructions to your broker, whether or not you plan to attend the special meeting. There must be a quorum to hold the special meeting. Failure of a quorum to be present at the special meeting will necessitate an adjournment of the meeting and will subject Support to additional expense.

Required Vote. Assuming that a quorum is present, approval of the Merger Proposal requires the affirmative vote of a majority of the issued and outstanding shares of Support common stock entitled to vote thereon and approval of the Advisory Proposal and the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Support common stock present or represented by proxy at the special meeting entitled to vote thereon.



 

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Share Ownership of and Voting by Directors and Executive Officers. At the record date for the special meeting, Support’s directors and executive officers and their affiliates beneficially owned and had the right to vote in the aggregate [ __ ] shares of Support common stock, which represents approximately [ __ ]% of the Support common stock as of that date. In connection with the Merger Agreement, all directors and certain executive officers of Support, as well as the Investor, entered into the Voting Agreement, pursuant to which they have, among other things, agreed to vote all of the shares of Support common stock that they beneficially own to approve the Merger Proposal, Advisory Proposal and Adjournment Proposal at the special meeting.

What Support Stockholders Will Receive in the Merger (See Page 65)

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

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

The calculation of the final Exchange Ratio will be determined in accordance with the formulas set forth in the Merger Agreement and announced just prior to Closing. See the section entitled “The Merger Agreement—What Support Stockholders Will Receive in the Merger” for a description of the Exchange Ratio.

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 is [__]. 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.

Treatment of Support Equity Awards (See Page 66)

At the Effective Time of the Merger and subject to the terms and conditions set forth in the Merger Agreement, each outstanding Support option will accelerate, and the holder of each Support option will receive a number of shares of class A common stock of Greenidge equal to the Exchange Ratio multiplied by the number of shares of Support common stock underlying such Support option, less a number of shares of class A common stock (with the value of such shares being calculated using the VWAP) to be withheld in satisfaction of the aggregate exercise price of such Support option and, unless such holder has elected to satisfy such obligation with cash, such holder’s tax withholding obligations.

At the Effective Time of the Merger and subject to the terms and conditions set forth in the Merger Agreement, each outstanding Support award will accelerate, and the holder of each such Support award will receive a number of shares of class A common stock of Greenidge equal to the Exchange Ratio multiplied by the number of shares of Support common stock underlying such Support award, less a number of shares of class A common stock (with the value of such shares being calculated using the VWAP) to be withheld in satisfaction of such holder’s tax withholding obligations, unless such holder has elected to satisfy such obligation with cash.

From and after the Effective Time of the Merger, there will be no outstanding equity awards of Support.

Recommendations of the Board and its Reasons for the Merger (See Page 65 and 73)

The Support board has unanimously determined that the Merger and the transactions contemplated by the Merger Agreement are fair to, advisable and in the best interests of Support and Support stockholders, and recommends that Support stockholders vote “FOR” the Merger Proposal. For the factors considered by the Support board in reaching this decision, see “Proposal I: The Merger—Reasons for the Merger.”

Ownership of Greenidge Common Stock After the Merger (See Page 66)

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 and 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.

If Greenidge consummates additional issuances of its capital stock in addition to the Greenidge Issuances prior to the Closing, then the pro forma ownership percentages described above will be reduced.



 

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Opinion of Support’s Financial Advisor (See Page 77)

The Support board engaged BTIG to render an opinion as to whether the Per Share Merger Consideration to be received by holders of Support common stock (other than the Investor) is fair, from a financial point of view, to such holders. BTIG rendered its Opinion orally at a meeting of the Support board, subsequently confirmed in writing on March 19, 2021, that the Per Share Merger Consideration to be received by holders of Support common stock (other than the Investor) was fair, from a financial point of view, to such holders.

The full text of BTIG’s written Opinion, dated March 19, 2021, which describes the assumptions made and limitations upon the review undertaken by BTIG in preparing its Opinion for the Merger is attached hereto as Annex D, and is incorporated by reference herein. You should read the Opinion carefully in its entirety. BTIG provided its Opinion to the Support board (in its capacity as such) for the benefit and use of the Support board in connection with and for purposes of its evaluation of the Per Share Merger Consideration from a financial point of view. BTIG’s Opinion does not address any other term or aspect of the Merger and no opinion or view was expressed as to the relative merits of the transactions contemplated by the Merger Agreement as compared to any alternative business transaction, or other alternatives, or whether or not such alternatives could have been achieved or were available. BTIG’s Opinion does not constitute a recommendation to any holder of shares of Support common stock as to how to vote or act in connection with the Merger or any related matter.

Interests of Support Directors and Executive Officers in the Merger (See Page 90)

In considering the recommendations of the Support board to vote for the Merger Proposal, you should be aware that certain of the current directors and executive officers of Support have interests in the Merger that may be different from, or in addition to, the interests of unaffiliated Support stockholders generally and may create potential conflicts of interest. The Support board was aware of each of these interests in reviewing, considering and negotiating the terms of the proposed Merger and in recommending that Support stockholders approve the adoption of the Merger Agreement.

For example, in connection with the Closing of the Merger, all Support options and Support awards held by Support’s executive officers and directors will be accelerated in full and converted into the right to receive a portion of the Merger Consideration pursuant to the terms and conditions of the Merger Agreement. In addition, certain Support executive officers are subject to certain severance arrangements and the Support directors and officers are entitled to certain indemnification arrangements in their capacities as directors and officers of Support.

Appraisal Rights Available to Stockholders (See Page 96)

Because Greenidge class A common stock issued as Merger Consideration will be listed on a national securities exchange at Closing, which is a condition of consummating the Merger, the Support stockholders are not entitled to appraisal rights in connection with the consummation of the Merger.

Completion of the Merger is Subject to Certain Conditions (See Page 97)

The obligation of each of Support, Greenidge and Merger Sub to complete the Merger is subject to the fulfillment (or waiver, to the extent permissible under applicable law) of the following conditions:

 

   

the registration statement on Form S-4, of which this proxy statement/prospectus is a part, shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the registration statement shall have been initiated or threatened by the SEC;

 

   

the shares of class A common stock to be issued in connection with the Merger have been approved for listing on Nasdaq, subject only to official notice of the issuance of such shares;

 

   

there shall not be in effect any law or order issued by a governmental authority of competent jurisdiction that enjoins or makes illegal the consummation of the Merger;

 

   

the receipt of all approvals or consents from any governmental authority of competent jurisdiction that are necessary for the consummation of the transactions contemplated by the Merger Agreement; and

 

   

the adoption of the Merger Agreement by a majority of the outstanding shares of Support common stock entitled to vote at the special meeting.

In addition, the obligation of each of Greenidge and Merger Sub to complete the Merger is subject to the satisfaction (or waiver, to the extent permitted by applicable law) of the following conditions:

 

   

the accuracy of Support’s representations and warranties, subject to certain limitations;



 

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the delivery by Support of a customary certificate signed by an officer of Support, certifying the matters in the two bullets above;

 

   

the absence of a Support Material Adverse Effect; and

 

   

Support having at least $28.0 million in unrestricted cash, cash equivalents, marketable securities and short-term investments, net of unpaid transaction expenses, as of Closing.

In addition, the obligation of Support to complete the Merger is subject to the satisfaction (or waiver, to the extent permitted by applicable law) of the following conditions:

 

   

the accuracy of Greenidge’s and Merger Sub’s representation and warranties, subject to certain limitations;

 

   

each of the covenants and agreements of Greenidge and Merger Sub being complied with in all material respects (except for certain interim operating covenants, which must have been complied with in all respects except for de minimis deviations);

 

   

the delivery by Greenidge of a customary certificate signed by an officer of Greenidge, certifying the matters in the two bullets above; and

 

   

the absence of a Greenidge Material Adverse Effect.

Regulatory Approvals (See Page 95)

The consummation of the Merger is not subject to any regulatory or governmental approvals or filings, other than (i) the filing of a certificate of merger with the Secretary of State of the State of Delaware and (ii) the declaration by the SEC of the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, and any required notice or other filings under applicable state securities laws.

Greenidge Nasdaq Listing; Support Delisting and Deregistration (See Page 95)

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 under the Merger Agreement.

Support will delist shares of Support common stock from Nasdaq as promptly as practicable after the Effective Time of the Merger. In addition, Support will deregister shares of Support common stock pursuant to the Exchange Act as promptly as practicable after such delisting.

No Solicitation of Transactions; Support Board Recommendation Changes (See Page 105)

Under the Merger Agreement, until the earlier of the Closing Date and the date on which the Merger Agreement is terminated, neither Greenidge, Support nor any of their subsidiaries may, nor may any of such parties authorize any of its representatives to, directly or indirectly:

 

   

solicit, initiate or knowingly encourage, induce or facilitate the communication, making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or take any action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry;

 

   

furnish any non-public information regarding such party to any person in connection with or in response to an Acquisition Proposal or Acquisition Inquiry;

 

   

engage in discussions or negotiations with any person with respect to any Acquisition Proposal or Acquisition Inquiry;

 

   

approve, endorse or recommend any Acquisition Proposal (subject to Support’s ability to make a Board Adverse Recommendation Change, as further described below);



 

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execute or enter into any letter of intent or any contract contemplating or otherwise relating to any Acquisition Transaction; or

 

   

publicly propose to do any of the foregoing.

However, Support’s obligations outlined in this section are subject to certain exceptions as described in the section entitled “The Merger Agreement—No Solicitation of Transactions; Support Board Recommendation Changes”.

Termination of the Merger Agreement (See Page 110)

The Merger Agreement may be terminated at any time prior to the Effective Time as follows:

 

   

by either Support or Greenidge if the Merger has not occurred by December 22, 2021;

 

   

by either Support or Greenidge if any governmental authority has issued a final, non-appealable governmental order that permanently prevents the consummation of the Merger;

 

   

by either Support or Greenidge if the Support stockholders do not adopt the Merger Agreement at the special meeting;

 

   

by Greenidge at any time prior to adoption of the Merger Agreement by the Support stockholders at the special meeting, if (i) the Support board makes an adverse recommendation change, (ii) Support enters into any contract with respect to an alternative acquisition proposal (other than an acceptable confidentiality agreement) or (iii) Support materially breaches certain of its obligations described above in the section headed “No Solicitation of Transactions; Support Board Recommendation Changes (each a “Triggering Event”);

 

   

by Greenidge or Support, if the other party (or its subsidiaries) materially breaches any representation, warranty or covenant such that the representation, warranty or covenant will not be true as of the Closing Date and such breach is not cured within thirty days after written notice of the breach;

 

   

by Support at any time prior to adoption of the Merger Agreement by the Support stockholders at the special meeting, if Support receives an Acquisition Proposal that the Support board has determined is a Superior Offer, such Superior Offer did not result from a material breach by Support of certain aspects of the no solicitation covenant described above, Support terminates the Merger Agreement and enters into an agreement with respect to the Superior Offer, and Support pays the termination fee within two business days of such termination; and

 

   

by mutual written consent of Greenidge and Support.

If the Merger Agreement is validly terminated, then the Merger Agreement will become void and there will be no liability on the part of any party, provided that the Merger Agreement’s provision regarding confidentiality, provisions summarized below under the heading entitled “—Termination Fees and Expenses” and certain other provisions shall survive termination and no party will be relieved from liability for fraud or willful breach of a representation, warranty or covenant contained in the Merger Agreement.

Termination Fees and Expenses (See Page 111)

Support is obligated to pay to Greenidge a termination fee (“Termination Fee”) of $3.5 million if Greenidge terminates the Merger Agreement upon a Triggering Event, unless such Triggering Event giving rise to the termination resulted from a change in recommendation in connection with an Intervening Event.

In addition, the Termination Fee is payable by Support to Greenidge if (A) (i) the Merger Agreement is terminated because the Support stockholders do not adopt the Merger Agreement at the special meeting or (ii) Support is in breach of a representation, warranty, covenant or other agreement, such that it would reasonably be expected to result in Support’s closing conditions not being satisfied as of the Closing (subject to cure periods specified in the Merger Agreement), (B) an Acquisition Proposal with respect to Support is publicly announced or publicly disclosed prior to the date of the special meeting (and in the case of the foregoing clause (A)(i), such announcement is not withdrawn by the time of the special meeting) and (C) within twelve (12) months following the date of such termination of the Merger Agreement, Support shall have entered into a definitive agreement with respect to an Acquisition Transaction or consummated an Acquisition Transaction.



 

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Support has agreed to reimburse Greenidge’s fees and expenses incurred in connection with the Merger (“Termination Expenses”), up to $2.0 million, if the Merger Agreement is terminated as a result of (i) the failure of the Support stockholders to adopt the Merger Agreement at the special meeting or (ii) the occurrence of a Triggering Event (if such Triggering Event given rise to the termination resulted from a change in recommendation in connection with an Intervening Event that is not related to a Support Material Adverse Effect). In the event that a Termination Fee and any Termination Expenses are both payable by Support, the Termination Fee will be reduced by any Termination Expenses previously paid to Greenidge.

Greenidge has agreed to reimburse Support’s fees and expenses incurred in connection with the Merger, 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, if the Merger Agreement is terminated as a result of the Merger not being consummated by December 22, 2021 and, at such time, there is a required governmental approval or consent that has not been obtained or a law or order in effect that prohibits or makes illegal the Merger.

The Voting Agreement (See Page 113)

In connection with the execution of the Merger Agreement, the Investor and all directors and certain executive officers of Support entered into the Voting Agreement with Greenidge on the Signing Date, pursuant to which they have, among other things, 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.

The Voting Agreement also contains certain standstill, non-solicitation and support provisions and restricts the Support stockholder parties from, among other things, soliciting any acquisition proposals with respect to Support, or engaging in negotiations with any person in respect of such acquisition proposals. The Voting Agreement terminates with respect to each Support stockholder party upon the earliest of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms and (iii) the time the Voting Agreement is terminated by mutual written consent of Greenidge and such Support stockholder.

As of the record date, the outstanding shares of Support common stock subject to the Voting Agreement represented approximately [ __ ]% of the outstanding shares of Support common stock entitled to vote on the Merger Proposal.

Subscription Agreement (See Page 115)

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 a subscription agreement (the “Subscription Agreement”) with the Investor. Pursuant to the Subscription Agreement, the Investor subscribed for and purchased, and Support issued and sold, an aggregate of 3,909,871 shares of Support common stock (the “Purchased Shares”) for a purchase price of $1.85 per share and an aggregate purchase price of $7.2 million, representing approximately 16.6% of the outstanding shares of Support common stock at the time of the subscription, after taking into account the issuance of the Purchased Shares.

Material U.S. Federal Income Tax Consequences of the Merger (See Page 175)

Support and Greenidge have structured the Merger with the intent that it will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (the “Intended Tax Treatment”). However, Support and Greenidge have not sought, and will not seek, any ruling from the Internal Revenue Service (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. See “Risk Factors—Risks Related to the Merger—There can be no assurances that the IRS will treat the Merger in accordance with the Intended Tax Treatment.”

If the Merger qualifies for the Intended Tax Treatment then, subject to the limitations and qualifications referred to herein, the following U.S. federal income tax consequences would result (other than with respect to cash received in lieu of fractional shares):

 

   

A U.S. holder of Support common stock will not recognize any gain or loss upon the receipt of class A common stock in the Merger.



 

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The aggregate adjusted tax basis of the class A common stock received in the Merger by a U.S. holder of Support common stock will be equal to the aggregate adjusted tax basis of such holder’s Support common stock exchanged therefor.

 

   

The holding period for class A common stock received in the Merger by a U.S. holder of Support common stock will include the holding period of such U.S. holder’s Support common stock exchanged therefor.

The foregoing is qualified by reference to, and each Support stockholder is urged to read, the sections “Material U.S. Federal Income Tax Consequences of the Merger” and “Risk Factors—Risks Related to the Merger—There can be no assurances that the IRS will treat the Merger in accordance with the Intended Tax Treatment” and to consult its tax advisor to determine the particular U.S. federal, state or local or non-U.S. income or other tax consequences to it of the Merger.

Anticipated Accounting Treatment (See Page 95)

The Merger will be accounted for as a business combination in accordance with GAAP. Under this method of accounting, Support will be treated as the “acquired” company for accounting purposes and the Merger will be treated consistent with Greenidge issuing stock for the net assets of Support. Because Greenidge will be treated as the accounting acquirer, Greenidge’s assets and liabilities will be recorded at their pre-combination carrying amounts.

Support’s assets and liabilities will be measured and recognized at their fair values as of the Closing Date, and combined with the assets, liabilities and results of operations of Greenidge after the consummation of the Merger.

Greenidge has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

 

   

Greenidge’s existing stockholders will have the greatest voting interest in the combined entity following consummation of the Merger;

 

   

The largest individual stockholder of the combined entity is an existing stockholder of Greenidge;

 

   

Greenidge’s directors will represent the majority of the new board of directors of the combined entity following consummation of the Merger; and

 

   

Greenidge’s senior management will be the senior management of Greenidge following consummation of the Merger.

The preponderance of evidence as described above is indicative that Greenidge is the accounting acquirer in the Merger.

Risk Factors (See Page 35)

You should carefully read this entire proxy statement/prospectus and carefully consider the factors discussed in “Risk Factors” in connection with your consideration of the Merger before deciding whether to vote for approval of the Merger Proposal. Below please find a summary of the principal risks related to the Merger, ownership of Greenidge common stock and the business of Greenidge, organized under relevant headings. These risks are discussed more fully in “Risk Factors.”

You should also read and carefully consider the risk factors of Support contained in the documents that are incorporated by reference into this proxy statement/prospectus.

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.

 

   

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

 

   

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.



 

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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.

 

   

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.

 

   

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.

 

   

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.

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.

 

   

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.

 

   

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

 

   

Greenidge may need to raise additional capital to grow its business and may not be able to do so on favorable terms, if at all. Future issuances of equity or debt securities may adversely affect the value of Greenidge common stock.

Risks Related to the Business of Greenidge

 

   

Greenidge has a limited operating history, with operating losses as it has grown. If it is unable to sustain greater revenues than its operating costs of bitcoin mining and power generation, as well as expansion plans, it will resume operating losses, which could negatively impact its operations, strategy and financial performance.

 

   

While Greenidge has multiple sources of revenue from its business and operations, these sources of revenue all depend on the single natural gas power generation facility that Greenidge operates. Any disruption to Greenidge’s single power plant would have a material adverse effect on the business and operations of Greenidge, as well as its results of operations and financial condition.

 

   

As the aggregate amount of computing power, or hash rate, in the bitcoin network increases, the amount of bitcoin earned per unit of hash rate decreases; as a result, in order to maintain its market share, Greenidge may have to incur significant capital expenditures in order to expand its fleet of miners.

 

   

The loss of any of Greenidge’s management team, an inability to execute an effective succession plan, or an inability to attract and retain qualified personnel could adversely affect Greenidge’s operations, strategy and business.

 

   

It may take significant time, expenditure or effort for Greenidge to grow its business, including its bitcoin mining operations, through acquisitions, and its efforts may not be successful.

 

   

Regulatory changes or actions may alter the nature of an investment in Greenidge or restrict the use of bitcoin in a manner that adversely affects its business, prospects or operations.

 

   

Greenidge’s future success will depend significantly on the price of bitcoin, which is subject to risk and has historically been subject to wide swings and significant volatility.

 

   

Greenidge may not be able to compete effectively against other companies, some of which have greater resources and experience.

 

   

Greenidge’s operations and financial performance may be impacted by fuel supply disruptions, price fluctuations in the wholesale power and natural gas markets, and fluctuations in other market factors that are beyond its control.

 

   

Changes in technology may negatively impact the value of Greenidge’s NY power plant and any future power plants.



 

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Greenidge sells capacity, energy and ancillary services to the wholesale power grid managed by the NYISO. Its business may be affected by actions of nearby states or other governmental actors in the competitive wholesale marketplace.

 

   

Greenidge faces risks and disruptions related to the COVID-19 pandemic and supply chain issues, including in semiconductors and other necessary bitmining components, which could significantly impact its operations and financial results.

Controlled Company Exemption (See Page 147)

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, the Controlling Stockholder will have the power to elect a majority of the Greenidge directors. Pursuant to the Nasdaq listing standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company qualifies as a “controlled company.” As a controlled company, Greenidge will be exempt from certain Nasdaq corporate governance requirements, including the requirements (1) that a majority of Greenidge board consist of independent directors and (2) that the Greenidge board have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. For at least some period following the Merger, Greenidge may utilize these exemptions since the Greenidge board has not yet made a determination with respect to the independence of any directors. Pending such determination, you may not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements. If Greenidge ceases to be a “controlled company” and its shares continue to be listed on Nasdaq, Greenidge will be required to comply with these standards and, depending on the Greenidge board’s independence determination with respect to Greenidge’s then-current directors, Greenidge may be required to add additional directors to its board in order to achieve such compliance within the applicable transition periods.



 

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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):

 

     Year Ended December 31,  
     2020      2019  

Total revenue

   $ 43,864      $ 63,333  

Cost of revenue

     28,921        46,865  
  

 

 

    

 

 

 

Gross profit

     14,943        16,468  

Total operating expenses

     14,891        13,517  
  

 

 

    

 

 

 

Income from operations

     52        2,951  

Interest income and other, net

     496        1,049  

Income taxes

     102        154  
  

 

 

    

 

 

 

Net income

   $ 446      $ 3,846  
  

 

 

    

 

 

 

Net income per share – basic and diluted

   $ 0.02    $ 0.20

Weighted average common shares outstanding – basic

     19,192      18,977  

Weighted average common shares outstanding – diluted

     19,369      19,026  

Selected Balance Sheet Data (in thousands):

 

     As of December 31,  
     2020      2019  

Current assets

   $ 37,612      $ 36,540  

Long-term assets

     1,654        1,500  
  

 

 

    

 

 

 

Total assets

   $ 39,266      $ 38,040  
  

 

 

    

 

 

 

Total liabilities

   $ 4,830      $ 4,873  

Total stockholders’ equity

   $ 34,436      $ 33,167  

 

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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 “Managements 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):

 

     Year Ended December 31,  
     2020      2019  

Total revenue

   $ 20,114      $ 4,439  

Cost of revenue

     14,233        4,900  
  

 

 

    

 

 

 

Gross profit (loss)

     5,881        (461

Selling, general and administrative expenses

     8,512        7,512  

Loss from operations

     (2,631      (7,973

Total other income (expense), net

     (659      (502
  

 

 

    

 

 

 

Net loss

   $ (3,290    $ (8,475
  

 

 

    

 

 

 

Net loss per share – basic and diluted

   $ (82.30    $ (154.15

Shares outstanding – basic and diluted

     40        55  

Selected Balance Sheet Data (in thousands):

 

     As of December 31,  
     2020      2019  

Current assets

   $ 14,541      $ 19,185  

Long-term assets

     50,834        37,659  
  

 

 

    

 

 

 

Total assets

   $ 65,375      $ 56,844  
  

 

 

    

 

 

 

Total liabilities

   $ 21,015      $ 23,120  

Total members’ equity

   $ 44,360      $ 33,724  

 

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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)

 

     Greenidge     Support     Pro Forma
Adjustments
    Note 4     Pro
Forma
Combined
 

Assets

          

Current assets:

          

Cash and cash equivalents

   $ 5,052     $ 13,526     $ 37,074       (a  
         7,233       (b )(d)    $ 62,885  

Short term investments

     —         16,441       —           16,441  

Digital assets

     254       —         —           254  

Accounts receivable, net

     390       6,975       —           7,365  

Fuel deposits

     808       —         —           808  

Miner equipment deposits

     5,959       —         —           5,959  

Emissions credits

     1,923       —         —           1,923  

Prepaid expense and other current assets

     155       670       —           825  
  

 

 

   

 

 

   

 

 

     

 

 

 

Total current assets

     14,541       37,612       44,307         96,460  

Property and equipment, net

     50,686       1,115       —           51,801  

Deposits and other assets

     148       539       —           687  

Intangible assets

     —         —         16,800       (c )(d)      16,800  

Goodwill

     —         —         30,798       (d     30,798  
  

 

 

   

 

 

   

 

 

     

 

 

 

Total assets

   $ 65,375     $ 39,266     $ 91,905       $ 196,546  
  

 

 

   

 

 

   

 

 

     

 

 

 

Liabilities and stockholders’ equity

          

Current liabilities:

          

Accounts payable

   $ 1,745     $ 366     $ 8,177       (h   $ 10,288  

Natural gas payable

     935       —         —           935  

Accrued expenses

     547       2,672       —           3,219  

Accrued interest expense – related party- current portion

     20       —         (20     (e     —    

Accrued emissions expense – current

     2,082       —         —           2,082  

Deferred revenue

     272       881       —           1,153  

Notes payable – current portion

     3,273       —         —           3,273  

Notes payable – related party - current portion

     3,573       —         (3,573     (e     —    
  

 

 

   

 

 

   

 

 

     

 

 

 

Total current liabilities

     12,447       3,919       4,584         20,950  

Deferred tax liability

     —         —         4,620       (d )(f)      4,620  

Notes payable – net of current portion

     1,364       —         —           1,364  

Asset retirement obligations

     2,277       —         —           2,277  

Environmental trust liability

     4,927             4,927  

Other long term liabilities

     —         911       —           911  
  

 

 

   

 

 

   

 

 

     

 

 

 

Total liabilities

     21,015       4,830       9,204         35,049  
  

 

 

   

 

 

   

 

 

     

 

 

 

Stockholders’ equity:

          

Common stock

     —         2       (2     (d     —    

Members’ equity

     69,276       —         (69,276     (g     —    

GGHI Common stock class A

     —         —         0       (g     0  

GGHI Common stock class B

     —         —         1       (g     1  

GGHI Series A preferred

     —         —         0       (a     0  

Additional paid-in-capital

     —         250,954       (250,954     (d     —    
         72,868       (g     72,868  
         40,500       (a     40,500  
         (3,426     (a     (3,426
         84,647       (d     84,647  

Treasury stock, at cost

     —         (5,297     5,297       (d     —    

Accumulated other comprehensive loss

     —         (2,419     2,419       (d     —    

Accumulated deficit

     (24,916     (208,804     208,804       (d     (24,916
         (8,177     (h     (8,177
  

 

 

   

 

 

   

 

 

     

 

 

 

Total stockholders’ equity

     44,360       34,436       82,701         161,497  
  

 

 

   

 

 

   

 

 

     

 

 

 

Total liabilities and stockholders’ equity

   $ 65,375     $ 39,266     $ 91,905       $ 196,546  
  

 

 

   

 

 

   

 

 

     

 

 

 

 

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

(in thousands, except per share amounts)

 

     Greenidge     Support     Pro Forma
Adjustments
    Note 4     Pro
Forma
Combined
 

Revenues

   $ 20,114     $  43,864     $ —         $ 63,978  

Cost of revenues

     14,233       28,921       1,680       (i )(k)      44,834  
  

 

 

   

 

 

   

 

 

     

 

 

 

Gross profit

     5,881       14,943       (1,680       19,144  

Operating expenses:

          

Engineering and IT

     —         3,655       —           3,655  

Selling, general and administrative

     8,512       11,236       —           19,748  
  

 

 

   

 

 

   

 

 

     

 

 

 

Income (loss) from operations

     (2,631     52       (1,680       (4,259
  

 

 

   

 

 

   

 

 

     

 

 

 

Interest income (expense) and other

     (659     496       573     (j )(k)      410  
  

 

 

   

 

 

   

 

 

     

 

 

 

Income (loss) before income taxes

     (3,290     548       (1,107       (3,849

Income tax provision

     —         (102     —           (102
  

 

 

   

 

 

   

 

 

     

 

 

 

Net income (loss)

   $ (3,290   $ 446     $ (1,107 )     $ (3,951
  

 

 

   

 

 

   

 

 

     

 

 

 

Net income (loss) per common share:

          

Basic and diluted

   $ (82.30   $ 0.02     $ —         $ (0.10
  

 

 

   

 

 

       

 

 

 

Weighted average common shares outstanding:

          

Basic

     40       19,192       (19,192     (d  
         (40     (g  
         38,360       (g     38,360  

Diluted

     40       19,369       (19,369     (d  
         (40     (g  
         38,360       (g     38,360  

 

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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):

 

Cash and cash equivalents

   $ 20,759  

Short term investments

     16,441  

Accounts receivable

     6,975  

Prepaid expenses and other current assets

     670  

Property and equipment

     1,115  

Other assets

     539  

Accounts payable

     (366

Accrued compensation

     (1,735

Accrued other liabilities

     (879

Deferred revenue

     (881

Other liabilities

     (969

Goodwill

     30,798 (1) 

Intangible assets

     16,800 (2) 

Deferred tax liability

     (4,620 )(3) 
  

 

 

 

Total consideration

   $ 84,647  
  

 

 

 

 

(1)

To reflect the goodwill recognized as a result of the transaction.

 

(2)

To reflect the intangible assets, predominately customer contracts recognized as a result of the transaction.

 

(3)

The deferred tax liability resulting from the increase in basis of intangible assets, as applicable, for book purposes but not for tax purposes was calculated using a 28% effective tax rate.

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):

 

Total consideration

   $ 84,647 (y)

Common stock

     (2

Additional paid-in capital

     (250,954

Treasury stock

     5,297  

Accumulated other comprehensive loss

     2,419  

Accumulated deficit

     208,804  

Assets:

  

Subscription agreement total consideration

     (7,233

Intangible assets

     (16,800

Liabilities:

  

Deferred tax liability

     4,620  
  

 

 

 

Goodwill

   $ 30,798  
  

 

 

 

 

(y)

Consideration of $84.6 million represents the market value of 2,998,261 Greenidge class A common stock based upon an assumed pro forma combined company valuation of approximately $1.1 billion.

(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.

 

     Support
Historical
     Greenidge
Historical
     Combined
Pro Forma
 

Income (loss) per share for the year ended December 31, 2020

        

Basic

   $ 0.02      $ (82.30    $ (0.10

Diluted

     0.02        (82.30      (0.10

Book value per share as of December 31, 2020 (1)

     1.77        1,109.61        4.21  

 

(1)

Calculated as total stockholders’ equity divided by total shares of common stock outstanding.

 

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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:

 

  (i)

the occurrence of any event, change, or other circumstances that could give rise to the termination of the or delay in the closing of the Merger, including the failure of Support’s stockholders to adopt the Merger Agreement;

 

  (ii)

the ability to recognize the anticipated objectives and any benefits of the Merger, including the anticipated tax treatment of the Merger;

 

  (iii)

changes in applicable laws, regulations or permits affecting Greenidge or Support operations or the industries in which each operates, including regulation regarding power generation and/or cryptocurrency;

 

  (iv)

any failure by Greenidge to obtain acceptable financing with regard to its growth strategies or operations;

 

  (v)

fluctuations and volatility in the price of bitcoin and other cryptocurrencies;

 

  (vi)

loss of public confidence in, or use cases of, bitcoin and other cryptocurrencies;

 

  (vii)

the potential of cryptocurrency market manipulation;

 

  (viii)

the economics of mining cryptocurrency, including as to variables or factors affecting the cost, efficiency and profitability of mining;

 

  (ix)

the availability, delivery schedule and cost of equipment necessary to maintain and grow the business and operations of Greenidge, including mining equipment and equipment meeting the technical or other specifications required to achieve Greenidge’s growth strategy;

 

  (x)

the possibility that Greenidge and Support may be adversely affected by other economic, business or competitive factors, including factors affecting the industries in which they operate or upon which they rely and are dependent;

 

  (xi)

the ability to expand successfully to other facilities, mine other cryptocurrencies or otherwise expand the Greenidge business;

 

  (xii)

changes in tax regulations applicable to Greenidge, Support, their respective assets or cryptocurrencies, including bitcoin;

 

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  (xiii)

any litigation involving either or both of Greenidge or Support;

 

  (xiv)

costs and expenses relating to cryptocurrency transaction fees and fluctuation in cryptocurrency transaction fees;

 

  (xv)

the condition of Greenidge’s physical assets, including that Greenidge’s single operating facility may realize a material, if not total, loss and material interference as a result of equipment malfunction or break-down, physical disaster, data security breach, computer malfunction or sabotage; and

 

  (xvi)

the actual and potential impact of the COVID-19 pandemic.

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:

 

   

Support may be required to pay Greenidge a $3.5 million termination fee under certain circumstances;

 

   

Support may be required to reimburse Greenidge’s fees and expenses in connection with the Merger, up to $2.0 million under certain circumstances;

 

   

the price of Support common stock may decline;

 

   

Support may experience negative reactions from the financial markets or from its employees, suppliers or customers; and

 

   

costs related to the Merger, such as legal, accounting, financial advisory and proxy solicitation fees, must be paid even if the Merger is not completed.

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:

 

   

the underlying volatility in pricing of, and demand for, energy and/or bitcoin.

 

   

price and volume fluctuations in the stock markets generally which create highly variable and unpredictable pricing of equity securities;

 

   

significant volatility in the market price and trading volume of securities of companies in the sectors in which Greenidge’s business operates, which may not be related to the operating performance of these companies and which may not reflect the performance of Greenidge’s businesses;

 

   

differences between Greenidge’s actual financial and operating results and those expected by investors;

 

   

fluctuations in quarterly operating results;

 

   

loss of a major funding source;

 

   

operating performance of companies comparable to Greenidge;

 

   

changes in regulations or tax law;

 

   

share transactions by principal stockholders;

 

   

recruitment or departure of key personnel; and

 

   

general economic trends and other external factors including inflation and interest rates.

 

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Greenidge may need to raise additional capital to grow its business and may not be able to do so on favorable terms, if at all. Future issuances of equity or debt securities may adversely affect the value of Greenidge common stock. Until registered with the SEC, Greenidge’s series A preferred stock will, and any future Greenidge debt or equity securities could, receive dividends and rank senior to Greenidge common stock upon bankruptcy or liquidation.

Greenidge may need to raise additional capital in the future, including to expand its operations and pursue its growth strategies to respond to competitive pressures or to meet capital needs in response to operating losses or unanticipated working capital requirements. Greenidge may not be able to obtain additional debt or equity financing on favorable terms, if at all, which could impair its growth and adversely affect its existing operations.

If Greenidge conducts an equity offering to raise capital or to take advantage of strong capital markets, its stockholders may experience significant dilution of their ownership interests, and the per share value of its class A common stock could materially decline. Furthermore, if Greenidge engages in debt financing, the holders of debt likely would have priority over the holders of Greenidge common stock, including the class A common stock, with respect to order of payment. Upon a bankruptcy or liquidation, holders of any such debt securities, and lenders with respect to other borrowings Greenidge may make, would receive distributions of Greenidge’s available assets prior to any distributions being made to holders of class A common stock.

Until it converts to class B common stock upon its registration with the SEC, Greenidge’s existing series A preferred stock ranks senior to the Greenidge common stock in rights upon liquidation, dissolution, or winding up, and will receive dividends if also declared on the common stock, and will receive payment-in-kind (PIK) dividends if Greenidge does not meet the required timeline for filing a registration for the class B common stock, or the effectiveness of such registration statement, or mandatory redemption of the series A preferred stock. See “Description of Securities – Preferred Stock – Series A Convertible Redeemable Preferred Stock” for more information on the rights of the series A preferred stock.

Moreover, if Greenidge issues preferred stock in the future, the holders of such preferred stock could also be entitled to preferences over holders of class A common stock in respect of the payment of dividends and the payment of liquidating distributions. Further, such securities could require Greenidge to accept terms that restrict its ability to incur additional indebtedness, take other actions including terms that require it to maintain specified liquidity or other ratios that could otherwise not be in the interests of its stockholders.

Greenidge cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings.

Greenidge’s obligations associated with being a public company will begin immediately upon Closing of the Merger and will require significant resources and management attention. Greenidge will incur increased costs as a result of becoming a public company.

Immediately upon Closing of the Merger, Greenidge will be subject to the reporting requirements of the Exchange Act, which requires that it timely file annual, quarterly and current reports with respect to its business and financial condition, and Greenidge will be subject to the rules and regulations implemented by the SEC, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the Public Company Accounting Oversight Board, and the listing requirements of Nasdaq, each of which imposes additional reporting and other obligations on public companies. As a public company, Greenidge will face increased legal, accounting, administrative and other costs and expenses that it has not previously incurred as a private company, and Greenidge may need to hire additional financial and accounting personnel and other experienced staff with the expertise to address complex matters applicable to public companies. In addition, Greenidge will be required to, among other things:

 

   

prepare and distribute periodic reports, proxy statements and other stockholder communications in compliance with the federal securities laws, the Nasdaq listing rules and Delaware law;

 

   

expand the roles and duties of its board of directors and committees thereof and management;

 

   

institute more comprehensive financial reporting and disclosure compliance procedures;

 

   

involve and retain, to a greater degree, outside counsel and accountants to assist it with the activities listed above;

 

   

build and maintain an investor relations function; and

 

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establish new internal policies, including those relating to trading in its securities and disclosure controls and procedures.

These rules and regulations, and any future changes thereto, will increase—potentially materially—Greenidge’s legal and financial compliance costs compared to its prior operations and require significant time and attention from Greenidge management.

Greenidge also expects that being a public company will make it more expensive for it to obtain director and officer liability insurance, and it may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These increased costs may require Greenidge to divert a significant amount of money that it could otherwise use to expand its business and achieve its strategic objectives.

Greenidge may not complete its analysis of its internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective.

Greenidge will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish an assessment by management on, among other things, the effectiveness of its internal control over financial reporting in the second annual report it files with the SEC. This assessment will need to include disclosure of any material weaknesses identified by management in Greenidge’s internal control over financial reporting. However, Greenidge’s auditors will not be required to formally attest to the effectiveness of Greenidge’s internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act until it is no longer a smaller reporting company or no longer an emerging growth company.

Greenidge is in the early stages of the costly and challenging process of compiling the system and process documentation necessary to perform the evaluation needed to comply with Section 404. In this regard, Greenidge will need to continue to dedicate internal resources (including the potential hiring of additional finance staff), engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. It may not be able to complete its evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if Greenidge identifies one or more material weaknesses in its internal control over financial reporting, it will need to remediate any future material weaknesses and, if it is unable to do so, it may be unable to assert that its internal controls are effective. If Greenidge is unable to assert that its internal control over financial reporting is effective, or if its auditors are unable to express an opinion on the effectiveness of its internal controls when they are required to issue such opinion, investors could lose confidence in the accuracy and completeness of Greenidge’s financial reports, which could harm its business and the price of its common stock.

Greenidge’s management team has limited experience managing a public company.

While certain members of Greenidge’s management team have some experience serving as board members of a public company and interacting with public company investors, these management team members have not previously served as management of a publicly traded company and may not have experience complying with the increasingly complex laws pertaining to public companies. Greenidge’s management team may not successfully or efficiently manage its immediate transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws as well as the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from Greenidge’s senior management and could divert their attention away from the day-to-day management of its business, which could adversely affect its business and financial performance.

Greenidge will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies or smaller reporting companies, and stockholders could receive less information than they might expect to receive from larger or more mature public companies.

Upon completion of the Merger, Greenidge will qualify to publicly report on an ongoing basis as an “emerging growth company” (as defined in the JOBS Act) and a “smaller reporting company” (as defined in SEC rules) under the reporting rules set forth under the Exchange Act. For so long as Greenidge remains an emerging growth company, it may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not emerging growth companies, including but not limited to:

 

   

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

 

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being permitted to include two, not three, years of audited financials in its Forms 10-K and other reduced financial disclosures;

 

   

being permitted to comply with reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements; and

 

   

being exempt from the requirement to hold a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This means that an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Greenidge has elected to take advantage of the benefits of this extended transition period and so its financial statements may not be comparable to those of companies that comply with such new or revised accounting standards.

Greenidge expects to take advantage of these reporting exemptions until it is no longer an emerging growth company or smaller reporting company. Greenidge can remain an emerging growth company for up to five years, although if the market value of its class A common stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, it would cease to be an emerging growth company as of the following December 31. Greenidge will qualify as a smaller reporting company until its public float, as of the last day of its second fiscal quarter, exceeds $250 million; because the Greenidge common stock held by Greenidge’s directors, executive officers and the Controlling Stockholder are excluded from the calculation of public float, Greenidge anticipates qualifying as a smaller reporting company for the near future.

Because Greenidge will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies or smaller reporting companies, stockholders could receive less information than they might expect to receive from more mature or larger public companies, and the class A common stock may experience less active trading or more price volatility as a result.

Anti-takeover provisions in its charter documents and under Delaware law could make an acquisition of Greenidge more difficult, and limit attempts by stockholders to replace or remove current management.

Provisions in Greenidge’s amended and restated certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in management of Greenidge, including provisions that:

 

   

establish a dual-class common stock structure with ten (10) votes per share of the class B common stock;

 

   

vest solely in the Greenidge board the power to fix the board and fill any vacancies and newly created directorships;

 

   

provide that directors may only be removed by the majority in voting power of the shares of stock then outstanding and entitled to vote thereon;

 

   

establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon by Greenidge stockholders at annual stockholder meetings; and

 

   

require, among other things, advance board approval or subsequent approval by the board and holders of 66 2/3% of the outstanding voting stock not owned by the interested stockholder for any business combination with an interested stockholder, which is defined as a person or entity owning 15% or more of Greenidge’s outstanding voting stock or an affiliate or associate of Greenidge that owned 15% or more of the voting power of the outstanding voting stock at any time within a period of three years prior to the date of such determination, subject to certain exceptions.

For more information, see “Description of Securities – Anti-Takeover Effects of Delaware Law and Charter Provisions.” These provisions may frustrate or prevent any attempts by Greenidge’s stockholders to effect a change in control, or to replace or remove Greenidge’s current management by making it more difficult for Greenidge’s stockholders to replace members of the board of directors, which is responsible for appointing the members of management.

There is no active trading market for class A common stock and if an active trading market for class A common stock does not develop then holders may have difficulty selling their shares of class A common stock.

 

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There is currently no active trading market for class A common stock. While it is a condition to Closing that the class A common stock be listed on the Nasdaq, there can be no assurance that an active trading market will develop upon listing. If an active market for class A common stock does not develop or is not sustained, it may be difficult for Greenidge stockholders to sell their shares at an attractive price or at all.

Future sales of class A common stock may affect the market price of class A common stock.

Greenidge may raise capital through equity offerings in the future. Greenidge cannot predict what effect, if any, actual or potential future sales of its class A common stock will have on the market price of its class A common stock. Sales of substantial amounts of its class A common stock in the public market, or the perception that such sales could occur, could materially adversely affect the market price of class A common stock.

Risks Related to the Business of Greenidge

Risks Related to the Business Generally

Greenidge has a limited operating history, with operating losses as it has grown. If it is unable to sustain greater revenues than its operating costs of bitcoin mining and power generation, as well as expansion plans, it will resume operating losses, which could negatively impact its operations, strategy and financial performance.

Greenidge has undergone a transformation in recent years and began bitcoin mining in May 2019. Greenidge has experienced recurring losses from operations in prior years. Greenidge’s bitcoin mining business is in its early stages, and bitcoin and energy pricing and bitcoin mining economics are volatile and subject to uncertainty. Greenidge’s current strategy will continue to expose it to the numerous risks and volatility associated with the bitcoin mining and power generation sectors, including fluctuating bitcoin to U.S. dollar prices, the costs of bitcoin miners, the number of market participants mining bitcoin, the availability of other power generation facilities to expand operations and regulatory changes.

If, among other things, the price of bitcoin declines or mining economics become prohibitive, Greenidge could incur future losses. Such losses could be significant as it incurs costs and expenses associated with recent investments and potential future acquisitions, as well as legal and administrative related expenses. While Greenidge closely monitors its cash balances, cash needs and expense levels, significant expense increases may not be offset by a corresponding increase in revenue or a significant decline in bitcoin prices could significantly impact its financial performance.

While Greenidge has multiple sources of revenue from its business and operations, these sources of revenue all depend on the single natural gas power generation facility that Greenidge operates. Any disruption to Greenidge’s single power plant would have a material adverse effect on the business and operations of Greenidge, as well as its results of operations and financial condition.

Greenidge operates a single source natural gas power generation facility that comprises and supports all of its business and operations. While Greenidge realizes multiple sources of revenue from its business and operations, each source of revenue is dependent on the continuing operation of its natural gas power generation facility. Power plants involve complex operations and equipment, much of which is subject to wear and tear in the normal course of operation. Further, equipment used in the operations of the power plant may also suffer breakdown or malfunction, physical disaster and sabotage. Substantially all of the power plant and the bitcoin mining operations of Greenidge are operated with computer systems that may be subject to data security breaches, computer malfunction and viruses, and generally require continual software updates and maintenance. Repairing, replacing or otherwise fixing or addressing any of these or other issues may require the allocation of significant time, capital or other resources, such as technical capability, and during such period of time, Greenidge would be unable to operate its power plant and generate revenue. Greenidge may not have the adequate capital or other resources to fix or otherwise address these factors or issues in a timely manner or at all, and Greenidge may not have access to the necessary parts or equipment that are required to fix or otherwise address such factors or issues. Some of the parts and equipment necessary to operate the power plant may require long lead-times in order to acquire, either due to availability, production time or cycles, shipping or other factors, thereby making such parts or equipment difficult to acquire in a timely manner or on a cost-effective basis, if available at all. Any disruption to Greenidge’s single power plant would cause a suspension of revenue generating activity and would have a material adverse effect on the business and operations of Greenidge, as well as its results of operations and financial condition.

As the aggregate amount of computing power, or hash rate, in the bitcoin network increases, the amount of bitcoin earned per unit of hash rate decreases; as a result, in order to maintain its market share, Greenidge may have to incur significant capital expenditures in order to expand its fleet of miners.

 

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The aggregate computing power of the global bitcoin network has generally grown over time and Greenidge expects it to continue to grow in the future. To the extent the global hash rate continues to increase, the market share of and the amount of bitcoin rewards paid to any fixed fleet of miners will decrease. Therefore, in order to maintain its market share, Greenidge may be required to expand its mining fleet, which may require significant capital expenditures.

The loss of any of Greenidge’s management team, an inability to execute an effective succession plan, or an inability to attract and retain qualified personnel could adversely affect Greenidge’s operations, strategy and business.

Greenidge’s operations, strategy and business will depend to a significant degree on the skills and services of its management, including Jeffrey Kirt, its Chief Executive Officer, Dale Irwin, its President, Timothy Rainey, its Chief Financial Officer, Greg Ohanessian, its Chief Mining Officer, and Dustin Beaudry, its Chief Technology Officer, who will all continue in such positions after the Merger.

At present, Greenidge’s management team is small, and Greenidge will need to continue to grow its management in order to alleviate pressure on its existing management team and in order to continue to develop its business and execute on any future identification and expansion into other potential power generation or other cryptocurrency mining opportunities. If Greenidge’s management, including any new hires that it may make, fails to work together effectively or to execute its plans and strategies on a timely basis, its business could be harmed. Furthermore, if Greenidge fails to execute an effective contingency or succession plan with the loss of any member of management, the loss of such management personnel may significantly disrupt its business.

The loss of key members of management could inhibit Greenidge’s business. Greenidge’s future success also depends in large part on its ability to attract, retain and motivate key management and operating personnel. As Greenidge continues to develop and expand its operations, it may require personnel with different skills and experiences, and who have a sound understanding of its business and the bitcoin industry. The market for highly qualified personnel in this industry is very competitive, and Greenidge may be unable to attract and retain such personnel. If Greenidge is unable to attract and retain such personnel, its business could be harmed.

It may take significant time, expenditure or effort for Greenidge to grow its business, including its bitcoin mining operations, through acquisitions, and its efforts may not be successful.

The number of bitcoin and other cryptocurrency mining companies has greatly increased in recent years. As Greenidge and other bitcoin/cryptocurrency mining companies seek to grow their mining capacity or access additional sources of electricity to power their growing mining operations, the acquisition of existing cryptocurrency mining companies and standalone electricity production facilities may become an attractive avenue of growth. Currently, Greenidge sources its electricity for its bitcoin mining operations from its captive 106-megawatt power generation facility located in the Town of Torrey, New York. If Greenidge determines, and is authorized by the PSC, to expand its operations beyond the capacity of its 106-megawatt power generation facility, it may want to do so through the acquisition of additional bitcoin or other cryptocurrency mining businesses or electricity generating power plants. However, attractive acquisition targets may not be available to Greenidge for a number of reasons, such as growing competition for attractive targets, economic or industry sector downturns, geopolitical tensions, regulatory changes, environmental challenges, increases in the cost of additional capital needed to close business combination or operate targets post-business combination. The inability of Greenidge to identify and consummate acquisitions of attractive targets could have a material and adverse impact on Greenidge’s long term growth prospects.

Greenidge’s business and operating plan may be altered due to several external factors, including market conditions, the ability to procure equipment in a quantity, cost and timeline consistent with its business plan and the ability to identify and acquire additional locations to replicate the operating model in place at Greenidge’s existing facility.

Greenidge has developed a business plan that contemplates the anticipated completion of its build out in the Town of Torrey, NY as well as the acquisition of additional power generation assets where Greenidge envisions replicating its existing business model. The business plan is predicated on certain assumptions regarding many factors, some of which include the procurement of additional mining equipment of certain performance specifications at certain future dates and prices as well as the acquisition of additional locations. Greenidge’s business plan is subject to change to the extent Greenidge is not able to achieve the expected outcomes consistent with its current assumptions.

The properties utilized by Greenidge in its bitcoin mining operations may experience damage, including damage not covered by insurance.

 

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Greenidge’s current bitcoin mining operation in the Town of Torrey, New York is, and any future bitcoin mining operations that it establishes will be, subject to a variety of risks relating to physical condition and operation, including:

 

   

the presence of construction or repair defects or other structural or building damage;

 

   

any noncompliance with or liabilities under applicable environmental, health or safety regulations or requirements or building permit requirements;

 

   

any damage resulting from natural disasters, such as hurricanes, earthquakes, fires, floods and windstorms;

 

   

damage caused by criminal actors, such as cyberattacks, vandalism, sabotage or terrorist attacks; and

 

   

claims by employees and others for injuries sustained at its properties.

Any of these could render Greenidge’s bitcoin mining operations and/or power generation inoperable, temporarily or permanently, and the potential impact on Greenidge’s business is currently magnified because it currently operates from a single location. The security and other measures it takes to protect against these risks may be insufficient or unavailable. Greenidge’s property insurance covers $100 million per occurrence on both plant and bitcoin mining equipment and includes business interruption for both power plant and bitcoin mining operations, subject to certain deductibles. Greenidge’s insurance may not be adequate to cover the losses it suffers as a result of these risks.

Greenidge’s bitcoin may be subject to loss, theft or restriction on access.

Greenidge is subject to the risk that some or all of Greenidge’s bitcoin could be lost or stolen. Cryptocurrencies are stored in cryptocurrency sites commonly referred to as “wallets” which may be accessed to exchange a holder’s cryptocurrency assets. Access to Greenidge’s bitcoin assets could also be restricted by cybercrime (such as a denial of service attack) against a service at which it maintains a hosted hot wallet. A hot wallet refers to any cryptocurrency wallet that is connected to the Internet. In general, hot wallets are easier to set up and access than wallets in cold storage, but they are also more susceptible to hackers and other technical vulnerabilities. Cold storage refers to any cryptocurrency wallet that is not connected to the Internet. Cold storage wallets are generally more secure than hot wallets, but they are not ideal for quick or regular transactions, and Greenidge may experience lag time in its ability to respond to market fluctuations in the price of its bitcoin. Greenidge currently engages a third-party provider to hold its bitcoin in multi-signature cold storage wallets, and such third party provider maintains secure backups to reduce the risk of malfeasance, but the risk of loss of its bitcoin assets cannot be wholly eliminated. Greenidge utilizes hot wallets on exchanges to liquidate daily bitcoin mining rewards (and amounts held in hot wallets are limited to one day’s worth of mining revenue to mitigate risk of loss). Any restrictions on access to Greenidge’s hot wallets due to cybercrime or other reasons could limit Greenidge’s ability to convert bitcoin to cash.

Hackers or malicious actors may attempt to steal, bitcoin, such as by attacking the bitcoin network source code, exchange miners, third-party platforms, cold and hot storage locations or software, Greenidge general computer systems or networks, or by other means. As Greenidge increases in size, it may become a more appealing target of hackers or other malicious actors. In addition, if in the future Greenidge holds more of its generated bitcoin long term for investment purposes, the threat of the loss of its bitcoin to hackers would become a more substantial risk and the potential for substantial losses would grow.

Bitcoin are controlled by the possessor of both the unique public and private keys relating to the local or online digital wallet in which they are held, which wallet’s public key or address is reflected in the network’s public blockchain. Greenidge publishes the public key relating to digital wallets in use when it verifies the receipt of transfers and disseminates such information into the network, but it will need to safeguard the private keys relating to such digital wallets. To the extent such private keys are lost, destroyed or otherwise compromised, Greenidge will be unable to access its bitcoin and such private keys may not be capable of being restored.

Any of these events may adversely affect Greenidge’s business.

If bitcoin or other cryptocurrencies are determined to be investment securities, and Greenidge holds a significant portion of its assets in such cryptocurrency, investment securities or non-controlling equity interests of other entities, Greenidge may inadvertently violate the Investment Company Act. Greenidge could incur large losses to modify its operations to avoid the need to register as an investment company or could incur significant expenses to register as an investment company or could terminate operations altogether.

 

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Under the Investment Company Act of 1940, as amended, a company may be deemed an investment company if the value of its investment securities is more than 40% of its total assets (exclusive of government securities and cash items) on an unconsolidated basis. At the present time, the SEC does not deem the bitcoin that Greenidge owns, acquires or mines as an investment security, and Greenidge does not believe any of the bitcoin it owns, acquires or mines to be securities. Additionally, Greenidge does not currently hold a significant portion of its assets in bitcoin. However, SEC rules and applicable law are subject to change, especially in the evolving world of cryptocurrency, and further, the Investment Company Act analysis may not be uniform across all forms of cryptocurrency that Greenidge might mine or hold.

If the SEC or other regulatory body were to determine that bitcoin, or any other cryptocurrency that Greenidge may mine or hold in the future, constitutes an investment security subject to the Investment Company Act, and if Greenidge were to hold a significant portion of its total assets in such bitcoin or other cryptocurrency as a result of its mining activities and/or in investments in which it does not have a controlling interest, the investment securities it holds could exceed 40% of its total assets, exclusive of cash items. Such a situation could be hastened if Greenidge chose to hold more of its mined bitcoin or other cryptocurrency rather than converting its mined bitcoin or cryptocurrency in significant part to U.S. dollars.

In such an event, Greenidge could determine that it has become an investment company. Limited exclusions are available under the Investment Company Act, including an exclusion granting an inadvertent investment company a one-year grace period from registration as an investment company. In that year, Greenidge would be required to take actions to cause the investment securities held by it to be less than 40% of its total assets, which could include acquiring assets with its cash and bitcoin or other cryptocurrency on hand, liquidating its investment securities or bitcoin or seeking a no-action letter from the SEC if it is unable to acquire sufficient assets or liquidate sufficient investment securities in a timely manner. Such actions could require significant cost, disruption to Greenidge’s operations or growth plans and diversion of management time and attention.

If Greenidge were unable to qualify for an exemption from registration as an investment company, or fail to take adequate steps within the one-year grace period for inadvertent investment companies, it would need to register with the SEC as an investment company under the Investment Company Act or cease almost all business, and its contracts would become voidable. Investment company registration is time consuming and would require a restructuring of Greenidge’s business. Moreover, the operation of an investment company is very costly and restrictive, as investment companies are subject to substantial regulation concerning management, operations, transactions with affiliated persons and portfolio composition, and Investment Company Act filing requirements. The cost of such compliance would result in Greenidge incurring substantial additional expenses, and the failure to register if required would have a materially adverse impact on its operations.

There has been limited precedent set for financial accounting of digital assets and so it is unclear how Greenidge will be required to account for digital asset transactions.

While Greenidge records digital assets as indefinite-lived intangible assets in accordance with ASC 350, there is currently no authoritative guidance under U.S. GAAP which specifically addresses the accounting for digital assets, including digital currencies.

Greenidge recognizes bitcoin related revenue when bitcoins are earned. The receipt of bitcoins is generally recorded as revenue, using the spot price of a prominent exchange at the time of daily reward and bitcoins are recorded on the balance sheet at their cost basis and are reviewed for impairment annually.

A change in financial accounting standards or their interpretation could result in changes in accounting treatment applicable to Greenidge’s bitcoin business.

If federal or state legislatures or agencies initiate or release tax determinations that change the classification of bitcoins as property for tax purposes (in the context of when such bitcoins are held as an investment), such determination could have a negative tax consequence on Greenidge.

Current IRS guidance indicates that digital assets such as bitcoin should be treated and taxed as property, and that transactions involving the payment of ethereum or bitcoin for goods and services should be treated as barter transactions. While this treatment creates a potential tax reporting requirement for any circumstance where the ownership of a bitcoin passes from one person to another, usually by means of bitcoin transactions (including off- blockchain transactions), it preserves the right to apply capital gains treatment to those transactions which may adversely affect an investment in Greenidge.

 

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Bitcoin and Cryptocurrency Related Risks

Regulatory changes or actions may alter the nature of an investment in Greenidge or restrict the use of bitcoin in a manner that adversely affects its business, prospects or operations.

As bitcoin and cryptocurrencies generally have grown in both popularity and market size, governments around the world have reacted differently to them; certain governments have deemed them illegal, and others have allowed their use and trade without restriction. Based on stated efforts to curtail energy usage on mining, to protect investors or to prevent criminal activity, and in part to redirect interest into competing government-created cryptocurrencies, recent regulations have proliferated. In March 2021, a new law was proposed in India to criminalize the mining, transferring or holding of bitcoin and other cryptocurrencies, and current rules require extensive disclosure to the government of cryptocurrency holdings. At the same time, India is rumored to be developing its own centralized national digital currency. Similarly, China has also limited some mining and trading, although not possession, of cryptocurrency, ostensibly to reduce energy usage in a country representing an estimated 65% of bitcoin mining, but reports suggest such regulation is also designed, in part, to drive appetite for China’s own digital yuan. Many jurisdictions, such the United States, subject bitcoin and other cryptocurrencies to extensive, and in some cases overlapping, unclear and evolving regulatory requirements. Further, in January 2021, Russia adopted legislation to identify cryptocurrency as a digital asset and legitimize its trading, but also prohibit its use as a payment method; mining operations have also grown significantly in Russia since this time. Such varying government regulations and pronouncements are likely to continue for the near future.

In the U.S., the Federal Reserve Board, U.S. Congress and certain U.S. agencies (e.g., the Commodity Futures Trading Commission, the SEC, FinCEN and the Federal Bureau of Investigation) have begun to examine the operations of the bitcoin network, bitcoin users and the bitcoin exchange market. Increasing regulation and regulatory scrutiny may result in new costs for Greenidge and Greenidge management having to devote increased time and attention to regulatory matters, change aspects of its business or result in limits on the use cases of bitcoin. In addition, regulatory developments and/or Greenidge’s business activities may require Greenidge to comply with certain regulatory regimes. For example, to the extent that Greenidge’s activities cause it to be deemed a money service business under the regulations promulgated by the Financial Crimes Enforcement Network of the U.S. Treasury Department (“FinCEN”) under the authority of the U.S. Bank Secrecy Act, it may be required to comply with FinCEN regulations, including those that would mandate it to implement certain anti-money laundering programs, make certain reports to FinCEN and maintain certain records.

Ongoing and future regulation and regulatory actions could significantly restrict or eliminate the market for or uses of bitcoin and/or materially and adversely impact Greenidge’s business.

Greenidge is subject to risks related to Internet disruptions, which could have an adverse effect on Greenidge’s ability to mine bitcoin.

In general, bitcoin and Greenidge’s business of mining bitcoin is dependent upon the Internet. A significant disruption in Internet connectivity could disrupt a currency’s network operations and have an adverse effect on the price of bitcoin and Greenidge’s ability to mine bitcoin.

Greenidge’s future success will depend significantly on the price of bitcoin, which is subject to risk and has historically been subject to wide swings and significant volatility.

Greenidge’s operating results will depend significantly on the price of bitcoin. Specifically, Greenidge’s revenues from its bitcoin mining operations are based principally on two factors: (1) its mining payouts from its third-party mining pools; and (2) the price of bitcoin. Accordingly, a decrease in the price of bitcoin will result in a decrease in Greenidge’s revenues. Moreover, the price of bitcoin has historically been subject to wide swings and significant volatility. This means that Greenidge’s operating results may be subject to significant volatility.

Bitcoin prices have historically been volatile and impacted by a variety of factors, including market perception, the degree to which bitcoin is accepted as a means of payment, the volume of purchases and sales of bitcoin by market participants, real or perceived competition from alternative cryptocurrencies as well as those factors discussed in this section “Risk Factors”.

Greenidge may not be able to compete effectively against other companies, some of whom have greater resources and experience.

 

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Greenidge may not be able to compete effectively against present or future competitors. The bitcoin industry has attracted various high-profile and well-established competitors, some of whom have substantially greater liquidity and financial resources than Greenidge. With the limited resources Greenidge has available, it may experience great difficulties in expanding and improving its network of computers to remain competitive. In addition, new ways for investors and market participants to invest in bitcoin and cryptocurrencies continue to develop, and Greenidge may be adversely affected by competition from other methods of investing in bitcoin. Competition from existing and future competitors, particularly those that have access to competitively priced energy, could result in Greenidge’s inability to secure acquisitions and partnerships and to successfully execute its business plan. If Greenidge is unable compete effectively, its business could be negatively affected.

The impact of geopolitical and economic events on the supply and demand for bitcoin is uncertain.

Geopolitical crises could motivate large-scale purchases of bitcoin and other cryptocurrencies, which could increase the price of bitcoin and other cryptocurrencies rapidly. This may increase the likelihood of a subsequent price decrease as crisis-driven purchasing behavior dissipates. Such risks are similar to the risks of purchasing commodities in uncertain times, such as the risk of purchasing, holding or selling gold. Alternatively, as cryptocurrencies are an emerging asset class, global crises and general economic downturns may discourage investment in bitcoin as investors could focus their investment on less volatile asset classes as a means of hedging their investment risk.

Bitcoin is subject to supply and demand forces. How such supply and demand will be impacted by geopolitical events is largely uncertain but could be harmful to Greenidge and investors in its class A common stock.

Bitcoin miners and other necessary hardware are subject to malfunction, technological obsolescence, the global supply chain and difficulty and cost in obtaining new hardware.

Greenidge’s bitcoin miners are subject to malfunctions and normal wear and tear, and, at any point in time, a certain number of Greenidge’s bitcoin miners are typically off-line for maintenance or repair. The physical degradation of Greenidge’s miners will require Greenidge to replace miners that are no longer functional. Because Greenidge utilizes many units of the same bitcoin miner models, if there is a model wide component malfunction whether in the hardware or the software that powers these miners, the percentage of offline miners could increase substantially, disrupting Greenidge’s operations. Any major bitcoin miner malfunction out of the typical range of downtime for normal maintenance and repair could cause significant economic damage to Greenidge.

Additionally, as technology evolves, Greenidge may need to acquire newer models of miners to remain competitive in the market. New miners can be costly and may be in short supply. Given the long production period to manufacture and assemble bitcoin miners and the current global semiconductor chip shortage, there can be no assurance that Greenidge can acquire enough bitcoin mining computers or replacement parts on a cost-effective basis – or at all – for the maintenance and expansion of its bitcoin mining operations. Greenidge relies on third parties, principally located in China, to supply Greenidge with bitcoin miners and shortages of bitcoin miners or their component parts, material increases in bitcoin miner costs, or delays in delivery of Greenidge’s orders, including due to trade restrictions and COVID-19 supply chain disruptions, could significantly interrupt Greenidge’s plans for expanding its bitcoin mining capacity in the near term and future.

Bitmain, a provider of bitcoin miners, adjusts its prices based on bitcoin mining revenues, so the cost of new machines is unpredictable but could be extremely high. As a result, at times, Greenidge may obtain Bitmain miners and other hardware from third parties at premium prices, to the extent they are available. Due to high demand and the limited number of suppliers, Greenidge must identify miners on terms it finds attractive, negotiate to lock in the purchase and price and wait for delivery. As Greenidge waits for such miner delivery, it bears the risk of bitcoin price decreases and mining difficulty increases. Meanwhile, Greenidge’s competitors may be receiving and installing miners purchased at lower cost.

This upgrading and replacement process requires substantial capital investment and Greenidge may face challenges in doing so on a timely and cost-effective basis. Shortages of bitcoin mining computers could result in reduced bitcoin mining capacity and increased operating costs, which could materially delay the completion of Greenidge’s planned bitcoin mining capacity expansion and put Greenidge at a competitive disadvantage.

 

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Greenidge may not adequately respond to rapidly changing technology.

Competitive conditions within the bitcoin industry require that Greenidge use sophisticated technology in the operation of its business. The industry for blockchain technology is characterized by rapid technological changes, new product developments and evolving industry standards. New technologies, techniques or products could emerge that offer better performance than the software and other technologies that Greenidge utilizes, and Greenidge may have to transition to these new technologies to remain competitive. Greenidge may not be successful in implementing new technology or doing so in a cost-effective manner. During the course of implementing any such new technology into its operations, Greenidge may experience system interruptions. Furthermore, there can be no assurances that Greenidge will recognize, in a timely manner or at all, the benefits that it may expect as a result of its implementing new technology into its operations. As a result, Greenidge’s business and operations may suffer.

A failure to properly monitor and upgrade the bitcoin network protocol could damage the bitcoin network which could, in turn, have an adverse effect on Greenidge’s business.

The open-source structure of the bitcoin network protocol means that the contributors to the protocol are generally not directly compensated for their contributions in maintaining and developing the protocol. As the bitcoin network protocol is not sold and its use does not generate revenues for contributors, contributors are generally not compensated for maintaining and updating the bitcoin network protocol. The lack of guaranteed financial incentive for contributors to maintain or develop the bitcoin network and the lack of guaranteed resources to adequately address emerging issues with the bitcoin network may reduce incentives to address issues adequately or in a timely manner. Because Greenidge mining activities rely on the bitcoin network, negative developments with respect to that network may have an adverse effect on Greenidge’s business.

Over time, incentives for bitcoin miners to continue to contribute processing power to the bitcoin network may transition from a set reward to transaction fees. If the incentives for bitcoin mining are not sufficiently high, Greenidge may not have an adequate incentive to continue to mine.

In general, as the number of bitcoin rewards awarded for solving a block in a blockchain decreases, Greenidge’s ability to achieve profitability also decreases. Decreased use and demand for bitcoin rewards may adversely affect Greenidge’s incentive to expend processing power to solve blocks. If the bitcoin rewards for solving blocks and transaction fees are not sufficiently high, fewer bitcoin miners will mine. At insufficiently attractive rewards, Greenidge’s costs of operations in total may exceed its revenues from bitcoin mining.

To incentivize bitcoin miners to continue to contribute processing power to the bitcoin network, such network may either formally or informally transition from a set reward to transaction fees earned upon solving for a block. This transition could be accomplished either by bitcoin miners independently electing to record in the blocks they solve only those transactions that include payment of a transaction fee or by the bitcoin network adopting software upgrades that require the payment of a minimum transaction fee for all transactions. If as a result transaction fees paid for bitcoin transactions become too high, bitcoin users may be reluctant to transfer bitcoin or accept bitcoin as a means of payment, and existing users may be motivated to hold existing bitcoin and switch from bitcoin to another digital asset or back to fiat currency for transactions, diminishing the aggregate amount of available transaction fees for bitcoin miners. Such reduction would adversely impact Greenidge’s results of operations.

Incorrect or fraudulent cryptocurrency transactions may be irreversible.

It is possible that, through computer or human error, theft or criminal action, Greenidge’s cryptocurrency could be transferred in incorrect amounts or to unauthorized third parties or accounts. In general, cryptocurrency transactions are irrevocable, and stolen or incorrectly transferred cryptocurrencies may be irretrievable, and Greenidge may have extremely limited or no effective means of recovering such cryptocurrencies. As a result, any incorrectly executed or fraudulent bitcoin transactions could adversely affect Greenidge’s business.

The bitcoin reward for successfully uncovering a block will halve several times in the future, and bitcoin value may not adjust to compensate Greenidge for the reduction in the rewards it receives from its bitcoin mining efforts.

Halving is a process designed to control the overall supply and reduce the risk of inflation in cryptocurrencies using a proof of work consensus algorithm. At a predetermined block, the bitcoin mining reward is cut in half, hence the term “halving.” For bitcoin, the reward was initially set at 50 bitcoin currency rewards per block and this was cut in half to 25 on November 28, 2012 at block 210,000, then again to 12.5 on July 9, 2016 at block 420,000. The most recent halving for bitcoin occurred on May 11, 2020 at block 630,000 and the reward was reduced to 6.25. It is expected that the next halving will likely occur in 2024. This process will reoccur until the total amount of bitcoin currency rewards issued reaches 21 million, which is expected around the year 2140. Bitcoin has had a history of price fluctuations around the halving of its rewards, and there can be no assurance that any price change will be favorable or would compensate for the reduction in bitcoin mining reward in connection with a halving. If the award of bitcoin or a proportionate decrease in bitcoin mining difficulty does not follow these anticipated halving events, the revenue Greenidge earns from its bitcoin mining operations would see a corresponding decrease, which may not have an adequate incentive to continue bitcoin mining.

 

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Greenidge may not be able to realize the benefits of forks, and forks in a digital asset network may occur in the future which may affect the value of bitcoin held by it.

To the extent that a significant majority of users and miners on a cryptocurrency network install software that changes the cryptocurrency network or properties of a cryptocurrency, including the irreversibility of transactions and limitations on the mining of new cryptocurrency, the cryptocurrency network would be subject to new protocols and software. However, if less than a significant majority of users and miners on the cryptocurrency network consent to the proposed modification, and the modification is not compatible with the software prior to its modification, a “fork” of the network would occur, with one prong of the network running the pre-modified software and the other running the modified software. The effect of such a fork would be the existence of two versions of the cryptocurrency running in parallel, yet lacking interchangeability and necessitating exchange-type transaction to convert currencies between the two forks. After a fork, it may be unclear which fork represents the original asset and which is the new asset.

If Greenidge holds bitcoin at the time of a hard fork into two cryptocurrencies, industry standards would dictate that it would be expected to hold an equivalent amount of the old and new assets following the fork. However, Greenidge may not be able to secure or realize the economic benefit of the new asset. Greenidge’s business may be adversely impacted by forks in the bitcoin network.

The further development and acceptance of digital asset networks and other digital assets, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of digital asset systems may adversely affect an investment in Greenidge.

The use of cryptocurrencies to, among other things, buy and sell goods and services and complete transactions, is part of a new and rapidly evolving industry that employs cryptocurrency assets, including bitcoin, based upon a computer-generated mathematical and/or cryptographic protocol. Large-scale acceptance of bitcoin as a means of payment has not, and may never, occur. The growth of this industry in general, and the use of bitcoin in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of developing protocols may occur unpredictably. The factors include, but are not limited to:

 

   

continued worldwide growth in the adoption and use of bitcoin as a medium to exchange;

 

   

governmental and quasi-governmental regulation of bitcoin and its use, or restrictions on or regulation of access to and operation of the bitcoin network or similar cryptocurrency systems;

 

   

changes in consumer demographics and public tastes and preferences;

 

   

the maintenance and development of the open-source software protocol of the network;

 

   

the increased consolidation of contributors to the bitcoin blockchain through bitcoin mining pools;

 

   

the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;

 

   

the use of the networks supporting cryptocurrencies for developing smart contracts and distributed applications;

 

   

general economic conditions and the regulatory environment relating to cryptocurrencies;

 

   

environmental restrictions on the use of electricity to mine bitcoin and a resulting decrease in global bitcoin mining operations;

 

   

an increase in bitcoin transaction costs and a resultant reduction in the use of and demand for bitcoin; and

 

   

negative consumer sentiment and perception of bitcoin specifically and cryptocurrencies generally.

 

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The outcome of any of these factors could have negative effects on Greenidge’s business.

It is possible that cryptocurrencies other than bitcoin could have features that make them more desirable to a material portion of the cryptocurrency user base and this could result in a reduction in demand for bitcoin, which could have a negative impact on the price of bitcoin and adversely affect Greenidge.

Bitcoin holds a “first-to-market” advantage over other cryptocurrencies. This first-to-market advantage is driven in large part by having the largest user base and, more importantly, the largest combined mining power in use to secure their respective blockchains and transaction verification systems. More users and miners makes a cryptocurrency more secure, which makes it more attractive to new users and miners, resulting in a network effect that strengthens this first-to-market advantage.

Despite the first-to-market advantage of the bitcoin network over other cryptocurrency networks, it is possible that another cryptocurrency could become comparatively more popular. If an alternative cryptocurrency obtains significant market share—either in market capitalization, mining power or use as a payment technology—this could reduce bitcoin’s market share and value. Substantially all of Greenidge’s mining revenue is derived from mining bitcoin and, while Greenidge may mine other cryptocurrencies in the future, it has no plans to do so currently and may incur significant costs if it chooses to do so. For example, Greenidge’s current application-specific integrated circuit machines (i.e., its “miners”) are principally utilized for mining bitcoin and cannot mine other cryptocurrencies that are not mined utilizing the SHA-256 algorithm. As a result, the emergence of a cryptocurrency that erodes bitcoin’s market share and value could have a material adverse effect on Greenidge’s business.

Greenidge may be adversely affected by competition from other methods of investing in bitcoin.

Greenidge competes with other users and/or companies that are mining bitcoin or providing investors exposure to bitcoin without direct purchases of bitcoin and with other potential financial vehicles linked to cryptocurrency, including securities backed by or linked to bitcoin through entities similar to it. Market and financial conditions, and other conditions beyond Greenidge’s control, may make it more attractive to invest in such other entities, or to invest in bitcoin or other cryptocurrency directly, as opposed to investing in Greenidge. Conversely, given the nascence of cryptocurrency market within the broader investment market, investors may associate entities involved in cryptocurrency mining, trading or related services with each other, and thus, public reports of challenges at any of such other entities may have a negative impact on Greenidge’s business. Finally, the emergence of other financial vehicles and exchange-traded funds have been scrutinized by regulators and such scrutiny and any negative impressions or conclusions resulting from such scrutiny could be applicable to Greenidge and impact its business. Such circumstances could have a material adverse effect on Greenidge’s operations and growth strategy.

Greenidge is subject to momentum pricing risk.

Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for anticipated future appreciation in value. Cryptocurrency market prices are determined primarily using data from various exchanges, over-the-counter markets, and derivative platforms. Momentum pricing may have resulted, and may continue to result, in speculation regarding future appreciation in the value of cryptocurrencies and bitcoin in particular, inflating and making their market prices more volatile. As a result, they may be more likely to fluctuate in value due to changing investor confidence in future appreciation (or depreciation) in their market prices, which could adversely affect the value of bitcoin mined by Greenidge.

Greenidge’s reliance on third-party mining pool service providers for its mining payouts may have a negative impact on Greenidge’s business.

Greenidge uses third–party mining pools to receive its mining rewards from the network. Mining pools allow miners to combine their processing power, increasing their chances of solving a block and getting paid by the network. The rewards are distributed by the pool operator, proportionally to Greenidge’s contribution to the pool’s overall mining power used to generate each block. Should a pool operator’s system suffer downtime for any reason, including as a result of a cyber-attack, software malfunction or other similar issues, it would negatively impact Greenidge’s ability to receive revenue. Furthermore, Greenidge is dependent on the accuracy of the mining pool operator’s record keeping to accurately record the total processing power provided to the pool for a given bitcoin mining application in order to assess the proportion of that total processing power Greenidge provided. While Greenidge has internal methods of tracking both its power provided and the total used by the pool, the mining pool operator uses its own record-keeping to determine Greenidge’s proportion of a given reward. Greenidge has little means of recourse against the mining pool operator if it determines the proportion of the reward paid out to it by the mining pool operator is incorrect, other than leaving the pool. If Greenidge is unable to consistently obtain accurate proportionate rewards from its mining pool operators, it may experience reduced reward for its efforts, which would have an adverse effect on its business and operations.

 

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Banks and financial institutions may not provide bank accounts, or may cut off certain banking or other financial services, to cryptocurrency investors or businesses that engage in bitcoin-related activities or that accept bitcoin as payment.

A number of companies that engage in bitcoin and/or other cryptocurrency-related activities have been unable to find banks or financial institutions that are willing to provide them with bank accounts and other services. Similarly, changing governmental regulations about the legality of transferring or holding bitcoin and other cryptocurrency may prompt other banks and financial institutions to close existing bank accounts or discontinue banking or other financial services to such companies in the cryptocurrency industry, or even investors with accounts for transferring, receiving or holding their cryptocurrency. Specifically, China already restricts financial institutions from holding, trading or facilitating transactions in bitcoin. Similarly, India’s proposed cryptocurrency legislation could have a significant impact on the ability to utilize banking services in India for cryptocurrency. Both India and China, among other countries, are reportedly driving toward the development and adoption of a national digital currency – and taking legislative action that could be viewed as disadvantaging to private cryptocurrencies in the process.

Should such rules and restrictions continue or proliferate, Greenidge may not only be unable to obtain or maintain these services for its business but also experience business disruption if its necessary commercial partners, such as bitcoin mining pools or miner manufacturers, cannot conduct their businesses effectively due to such regulations. The difficulty that many businesses that provide bitcoin and/or derivatives on other cryptocurrency-related activities have and may continue to have in finding banks and financial institutions willing to provide them services may diminish the usefulness of bitcoin as a payment system and harm public perception of bitcoin. If Greenidge is unable to obtain or maintain banking services for its business as a result of its bitcoin-related activities, its business could be adversely affected.

Blockchain technology may expose Greenidge to specially designated nationals or blocked persons or cause it to violate provisions of law.

Greenidge is subject to the rules enforced by The Office of Financial Assets Control of the US Department of Treasury (“OFAC”), including regarding sanctions and requirements not to conduct business with persons named on its specially designated nationals list. However, because of the pseudonymous nature of blockchain transactions Greenidge may inadvertently and without its knowledge engage in transactions with persons named on OFAC’s specially designated nationals list.

Power Generation Related Risks

Greenidge’s operations and financial performance may be impacted by fuel supply disruptions, price fluctuations in the wholesale power and natural gas markets, and fluctuations in other market factors that are beyond its control.

Greenidge’s power generation depends on its purchases of fuel and other products consumed during the production of electricity from a number of suppliers. Greenidge’s operations and financial performance generally may be impacted by changes in the supply of fuel and other required products, price fluctuations in the wholesale power and natural gas markets, and other market factors beyond its control.

Delivery of these fuels to Greenidge’s facilities is dependent upon fuel transmission or transportation infrastructure, storage and inventory of fuel stocks, as well as the continuing financial viability of contractual counterparties. As a result, Greenidge is subject to the risks of disruptions or curtailments in the production of power at its generation facility if fuel is limited or unavailable at any price, if a counterparty fails to perform, or if there is a disruption in the fuel delivery infrastructure. Disruption in the delivery of fuel, including disruptions as a result of weather, transportation difficulties, global demand and supply dynamics, labor relations, environmental regulations or the financial viability of fuel suppliers, could adversely affect Greenidge’s ability to operate its facilities, which could result in lower power sales and/or higher costs to its bitcoin mining operations and thereby adversely affect its results of operations.

Separate from supply, market prices for power, capacity, ancillary services, natural gas, and oil are volatile, unpredictable and tend to fluctuate substantially. Disruptions in Greenidge’s fuel supplies may require it to find alternative fuel sources at higher costs, to find other sources of power to deliver to counterparties at a higher cost, or to pay damages to counterparties for failure to deliver power as contracted. Unlike most other commodities, electric power can only be stored on a very limited basis and generally must be produced concurrently with its use. As a result, power prices and Greenidge’s costs are subject to significant volatility due to supply and demand imbalances, especially in the day-ahead and spot markets. Greenidge buys significant quantities of fuel on a short-term or spot market basis. Prices for the natural gas that it purchases fluctuate, sometimes rising or falling significantly over a relatively short period of time. The price it can obtain for the sale of power may not rise at the same rate, or may not rise at all, to match a rise in fuel or delivery costs. Further, any changes in the costs of natural gas or transportation rates, changes in the relationship between such costs and the market prices of power, or an inability to procure fuel for physical delivery at prices that it considers favorable could all adversely affect Greenidge’s operations, the costs of meeting its obligations, and the profitability of its bitcoin mining, and thus, its operations and financial performance. Volatility in market prices for fuel and electricity may result from a number of factors outside of Greenidge’s control, including:

 

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changes in generation capacity in its markets, including the addition of new supplies of power as a result of the development of new plants, expansion of existing plants, the continued operation of uneconomic power plants due to state subsidies, or additional transmission capacity;

 

   

disruption to, changes in or other constraints or inefficiencies of electricity, fuel or natural gas transmission or transportation;

 

   

electric supply disruptions, including plant outages and transmission disruptions;

 

   

changes in market liquidity;

 

   

weather conditions, including extreme weather conditions and seasonal fluctuations, including the effects of climate change;

 

   

changes in commodity prices and the supply of commodities, including but not limited to natural gas and oil;

 

   

changes in the demand for power or in patterns of power usage, including the potential development of demand-side management tools and practices, distributed generation, and more efficient end-use technologies;

 

   

development of new fuels, new technologies and new forms of competition for the production of power;

 

   

fuel price volatility;

 

   

changes in capacity prices and capacity markets;

 

   

federal, state and foreign governmental environmental, energy and other regulation and legislation, including changes therein and judicial decisions interpreting such regulations and legislation;

 

   

the creditworthiness and liquidity of fuel suppliers and/or transporters and their willingness to do business with Greenidge; and

 

   

general economic and political conditions.

Such factors and the associated fluctuations in power and natural gas prices have affected Greenidge’s wholesale power generation profitability and cost of power for bitcoin mining activities in the past and will continue to do so in the future.

Changes in technology may negatively impact the value of Greenidge’s NY power plant and any future power plants.

Research and development activities are ongoing in the industry to provide alternative and more efficient technologies to produce power. There are alternate technologies to supply electricity, most notably fuel cells, micro turbines, batteries, windmills and photovoltaic (solar) cells, the development of which are currently being subsidized and expanded by the State of New York, where Greenidge currently operates (as well as by state or local governments in areas where Greenidge may operate in the future), to address global climate change concerns. It is possible that technological advances will reduce the cost of alternative generation to a level that is equal to or below that of certain central station production. Also, as new technologies are developed and become available, the quantity and pattern of electricity usage by customers could decline, with a corresponding decline in revenues derived by generators. These alternative energy sources could result in a decline to the dispatch and capacity factors of Greenidge’s NY power plant. As a result of these factors, the value of Greenidge’s generation facilities could be significantly reduced.

Greenidge sells capacity, energy and ancillary services to the wholesale power grid managed by the NYISO. Its business may be affected by the actions of nearby states or other governmental actors in the competitive wholesale marketplace.

 

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Greenidge sells capacity, energy and ancillary services to the wholesale power grid managed by the NYISO. The competitive wholesale marketplace may be impacted by out-of-market subsidies provided by states or state entities, including bailouts of uneconomic nuclear plants, imports of power from Canada, renewable mandates or subsidies, mandates to sell power below its cost of acquisition and associated costs, as well as out-of-market payments to new or existing generators. These out-of-market subsidies to existing or new generation undermine the competitive wholesale marketplace, which can lead to decreased energy market revenues or premature retirement of existing facilities, including those owned by Greenidge. If these measures continue, capacity and energy prices may be suppressed, and Greenidge may not be successful in its efforts to insulate the competitive market from this interference. Greenidge’s wholesale power revenue may be materially impacted by rules or regulations that allow regulated utilities to participate in competitive wholesale markets or to own and operate rate-regulated facilities that provide capacity, energy and ancillary services that could be provided by competitive market participants.

Greenidge faces risks and disruptions related to the COVID-19 pandemic and supply chain issues, including in semiconductors and other necessary bitmining components, which could significantly impact its operations and financial results.

Greenidge’s business was adversely impacted by the effects of the COVID-19 pandemic, in particular as a result of a decline in energy prices and the availability of bitcoin miners, and may continue to be adversely impacted in the future.

The COVID-19 pandemic outbreak has and may continue to adversely affect the economies of many countries, resulting in an economic downturn that may have an adverse effect on financial markets, energy and bitcoin prices, the demand for bitcoin and other factors that could impact Greenidge’s operating results.

China has also limited the shipment of certain products in and out of its borders, which could negatively impact Greenidge’s ability to receive bitcoin mining equipment from its China-based suppliers. Greenidge’s third-party manufacturers, suppliers, sub-contractors and customers have been disrupted by worker absenteeism, quarantines, restrictions on employees’ ability to work, office and factory closures, disruptions to ports and other shipping infrastructure, border closures, or other travel or health-related restrictions. Depending on the magnitude of such effects on Greenidge’s supply chain, shipments of parts for its existing miners, as well as any new miners Greenidge purchases, may be delayed. As its miners require repair or become obsolete and require replacement, Greenidge’s ability to obtain adequate replacements or repair parts from their manufacturer may therefore be hampered. Supply chain disruptions could therefore negatively impact Greenidge’s operations.

In addition, multiple factors including some related to the COVID-19 pandemic have created a global semiconductor shortage. Since the inception of the pandemic, factory shutdowns and limitations due to employee illness or public health requirements have significantly slowed output, while global demand for products requiring chips increased. These 2020-2021 challenges worsened a pre-existing semiconductor and other supply shortage. Semiconductor supply has not yet rebounded, and manufacturers across all industries are waiting and driving up demand and costs. While Greenidge has already purchased the bitcoin miners for its plans with respect to 2021, any delay or disruption in delivery of these purchased miners, or future miners necessary for the success and growth of Greenidge, may have a material and negative impact on Greenidge’s bitcoin mining operations and financial results.

The availability and cost of emission allowances could adversely impact Greenidge’s costs of operations.

Greenidge is required to maintain, through either allocations or purchases, sufficient emission allowances for SO2, CO2 and NOx to support Greenidge’s operations in the ordinary course of operating its power generation facilities. These allowances are used to meet the obligations imposed on Greenidge by various applicable environmental laws. If Greenidge’s operational needs require more than its allocated allowances, Greenidge may be forced to purchase such allowances on the open market, which could be costly. If Greenidge is unable to maintain sufficient emission allowances to match its operational needs, it may have to curtail its operations so as not to exceed its available emission allowances or install costly new emission controls. As Greenidge uses the emission allowances that it has purchased on the open market, costs associated with such purchases will be recognized as operating expense. If such allowances are available for purchase, but only at significantly higher prices, the purchase of such allowances could materially increase Greenidge’s costs of operations in the affected markets.

Greenidge’s financial performance could be materially and adversely affected if energy market participants continue to construct additional generation facilities (i.e., new-build) or expand or enhance existing generation facilities despite relatively low power prices and such additional generation capacity results in a reduction in wholesale power prices or more competition from bitcoin mining competitors with access to cheaper supplies of electricity.

Given the overall attractiveness of the markets in which Greenidge operates, and certain tax benefits associated with renewable energy, among other matters, energy market participants have continued to construct new generation facilities (i.e., new-build) or invest in enhancements or expansions of existing generation facilities despite relatively low wholesale power prices. If this market dynamic continues, and/or if Greenidge’s bitcoin mining competitors begin to build or acquire their own power plants to fuel their bitcoin mining operations, Greenidge’s results of operations and financial condition could be materially and adversely affected if such additional generation capacity results in a cheaper supply of electricity to its bitcoin mining competitors or lower prices at which Greenidge sells capacity, energy or ancillary services to the wholesale power grid.

 

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Maintenance, expansion and refurbishment of power generation facilities involve significant risks that could result in unplanned power outages or reduced output and could have a material adverse effect on Greenidge’s revenues, results of operations, cash flows and financial condition.

Greenidge’s facilities require periodic maintenance and repair. Any unexpected failure, including failure associated with breakdowns or forced outages, and any related unanticipated capital expenditures could result in reduced profitability from both loss of bitcoin mining operations and power generation. Greenidge cannot be certain of the level of capital expenditures that will be required due to changing environmental laws (including changes in the interpretation or enforcement thereof), needed facility repairs and unexpected events (such as natural disasters or terrorist attacks). Unexpected capital expenditures could have a material adverse effect on Greenidge’s liquidity and financial condition. If Greenidge significantly modifies power generation equipment, it may be required to install the best available control technology or to achieve the lowest achievable emission rates as such terms are defined under the new source review provisions of the Clean Air Act of 1963, which would likely result in substantial additional capital expenditures.

Operation of power generation facilities involves significant risks and hazards that could disrupt or have a material adverse effect on Greenidge’s revenues and results of operations, and Greenidge may not have adequate insurance to cover these risks and hazards. Greenidge’s employees, contractors, customers and the general public may be exposed to a risk of injury due to the nature of its operations.

The conduct of Greenidge’s operations, including operation of its power plant, information technology systems and other assets is subject to a variety of inherent risks. These risks include the breakdown or failure of equipment, accidents, potential physical injury, hazardous spills and exposures, fires, property damage, security breaches, viruses or outages affecting information technology systems, labor disputes, obsolescence, delivery/transportation problems and disruptions of fuel supply, performance below expected levels or other financial liability, and may be caused to or by employees, customers, contractors, vendors, contractual or financial counterparties, other third parties, weather events or acts of God.

Operational disruptions or similar events may impact Greenidge’s ability to conduct its businesses efficiently and lead to increased costs, expenses or losses. Planned and unplanned outages at Greenidge’s power plants may require it to curtail operation of the plant. Any reduced power supply could also have a negative impact on the cost structure of Greenidge’s bitcoin mining operations.

These and other hazards can cause significant personal injury or loss of life, severe damage to and destruction of property, plant and equipment, contamination of, or damage to, the environment and suspension of operations. Further, the employees and contractors of Greenidge’s operating affiliates work in, and customers and the general public may be exposed to, potentially dangerous environments at or near its operations. As a result, employees, contractors, customers and the general public are at risk for serious injury, including loss of life.

The occurrence of one or more of these events may result in Greenidge or its affiliates being named as a defendant in lawsuits asserting claims for substantial damages, including for environmental cleanup costs, personal injury and property damage and fines and/or penalties. Greenidge maintains an amount of insurance protection that it considers adequate, but it cannot provide any assurance that its insurance will be sufficient or effective under all circumstances and against all hazards or liabilities to which it may be subject and, even if it does have insurance coverage for a particular circumstance, it may be subject to a large deductible and maximum cap. A successful claim for which Greenidge is not fully insured could hurt its financial results and materially harm its financial condition. Further, due to rising insurance costs and changes in the insurance markets, Greenidge cannot provide any assurance that its insurance coverage will continue to be available at all or at rates or on terms similar to those presently available. Any losses not covered by insurance could have a material adverse effect on Greenidge’s financial condition, results of operations or cash flows.

 

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Greenidge’s business is subject to substantial energy regulation and may be adversely affected by legislative or regulatory changes, as well as liability under, or any future inability to comply with, existing or future energy regulations or requirements.

Greenidge’s business is subject to extensive U.S. federal, state and local laws. Compliance with, or changes to, the requirements under these legal and regulatory regimes may cause Greenidge to incur significant additional costs or adversely impact its ability to compete on favorable terms with competitors. Failure to comply with such requirements could result in the shutdown of a non-complying facility, the imposition of liens, fines, and/or civil or criminal liability and or costly litigations before the agencies and/or in state of federal court.

The regulatory environment has undergone significant changes in the last several years due to state and federal policies affecting wholesale competition and the creation of incentives for the addition of large amounts of new renewable generation and, in some cases, transmission. These changes are ongoing, and Greenidge cannot predict the future design of the wholesale power markets or the ultimate effect that the changing regulatory environment will have on its business. In addition, in some of these markets, interested parties have proposed material market design changes, including the elimination of a single clearing price mechanism, as well as proposals to reinstate the vertically-integrated monopoly model of utility ownership or to require divestiture by generating companies to reduce their market share. If competitive restructuring of the electric power markets is reversed, discontinued, delayed or materially altered, Greenidge’s business prospects and financial results could be negatively impacted. In addition, since 2010, there have been a number of reforms to the regulation of the derivatives markets, both in the United States and internationally. These regulations, and any further changes thereto, or adoption of additional regulations, including any regulations relating to position limits on futures and other derivatives or margin for derivatives, could negatively impact Greenidge’s ability to hedge its portfolio in an efficient, cost-effective manner by, among other things, potentially decreasing liquidity in the forward commodity and derivatives markets or limiting its ability to utilize non-cash collateral for derivatives transactions.

Obtaining and complying with required government permits and approvals may be time-consuming and costly.

Greenidge and its affiliates are required to obtain, and to comply with, numerous permits and licenses from federal, state and local governmental agencies. The process of obtaining and renewing necessary permits and licenses can be lengthy and complex, requiring up to months or years for approval depending on the nature of the permit or license. In addition, obtaining such permit or license can sometimes result in the establishment of conditions that create a significant ongoing impact to the nature or costs of operations or even make the project or activity for which the permit or license was sought unprofitable or otherwise unattractive. In addition, such permits or licenses may be subject to denial, revocation or modification under various circumstances. Failure to obtain or comply with the conditions of permits or licenses, or failure to comply with applicable laws or regulations, may result in the delay or temporary suspension of Greenidge’s operations and electricity sales or the curtailment of its delivery of electricity to its customers and may subject it to penalties and other sanctions. Although various regulators routinely renew existing permits and licenses, renewal of Greenidge’s existing permits or licenses could be denied or jeopardized by various factors, including failure to provide adequate financial assurance for closure, failure to comply with environmental, health and safety laws and regulations or permit conditions, local community, political or other opposition and executive, legislative or regulatory action.

Greenidge’s inability to procure and comply with the permits and licenses required for these operations, or the cost to it of such procurement or compliance, could have a material adverse effect on it. In addition, new environmental legislation or regulations, if enacted, or changed interpretations of existing laws, may cause activities at Greenidge’s facilities to need to be changed to avoid violating applicable laws and regulations or eliciting claims that historical activities at its facilities violated applicable laws and regulations. In addition to the possible imposition of fines in the case of any such violations, Greenidge may be required to undertake significant capital investments and obtain additional operating permits or licenses, which could have a material adverse effect on it.

Greenidge’s cost of compliance with existing and new environmental laws could have a material adverse effect on it.

Greenidge and its affiliates are subject to extensive environmental regulation by governmental authorities, including the United States Environmental Protection Agency (the “EPA”), and state environmental agencies and/or attorneys general. Greenidge may incur significant additional costs beyond those currently contemplated to comply with these regulatory requirements. If Greenidge fails to comply with these regulatory requirements, it could be forced to reduce or discontinue operations or become subject to administrative, civil or criminal liabilities and fines. Existing environmental regulations could be revised or reinterpreted, new laws and regulations could be adopted or become applicable to Greenidge or its facilities, and future changes in environmental laws and regulations could occur, including potential regulatory and enforcement developments related to air emissions, all of which could result in significant additional costs beyond those currently contemplated to comply with existing requirements. Any of the foregoing could have a material adverse effect on Greenidge.

 

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The EPA has recently finalized or proposed several regulatory actions establishing new requirements for control of certain emissions from certain sources, including electricity generation facilities. In the future, the EPA may also propose and finalize additional regulatory actions that may adversely affect Greenidge’s existing generation facilities or its ability to cost-effectively develop new generation facilities. There is no assurance that the currently installed emissions control equipment at the natural gas-fueled generation facilities owned and operated by Greenidge will satisfy the requirements under any future EPA or state environmental regulations. Future federal and/or state regulatory actions could require Greenidge to install significant additional emissions control equipment, resulting in potentially material costs of compliance for its generation units, including capital expenditures, higher operating and fuel costs and potential production curtailments. These costs could have a material adverse effect on Greenidge.

Greenidge may not be able to obtain or maintain all required environmental regulatory approvals. If there is a delay in obtaining any required environmental regulatory approvals, if it fails to obtain, maintain or comply with any such approval or if an approval is retroactively disallowed or adversely modified, the operation of Greenidge’s generation facilities could be stopped, disrupted, curtailed or modified or become subject to additional costs. Any such stoppage, disruption, curtailment, modification or additional costs could have a material adverse effect on Greenidge.

In addition, Greenidge may be responsible for any on-site liabilities associated with the environmental condition of facilities that it has acquired, leased, developed or sold, regardless of when the liabilities arose and whether they are now known or unknown. In connection with certain acquisitions and sales of assets, Greenidge may obtain, or be required to provide, indemnification against certain environmental liabilities. Another party could, depending on the circumstances, assert an environmental claim against it or fail to meet its indemnification obligation to it.

Greenidge could be materially and adversely affected if current regulations are implemented or if new federal or state legislation or regulations are adopted to address global climate change, or if it is subject to lawsuits for alleged damage to persons or property resulting from greenhouse gas emissions.

There is attention and interest nationally and internationally about global climate change and how greenhouse gas emissions, such as CO2, contribute to global climate change. Over the last several years, the U.S. Congress and state and federal authorities have considered and debated several proposals intended to address climate change using different approaches, including a cap on carbon emissions with emitters allowed to trade unused emission allowances (cap-and-trade), a tax on carbon or greenhouse gas emissions, incentives for the development of low-carbon technology and federal renewable portfolio standards. A number of federal court cases have been filed in recent years asserting damage claims related to greenhouse gas emissions, and the results in those proceedings could establish adverse precedent that might apply to companies (including Greenidge) that produce greenhouse gas emissions. Greenidge could be materially and adversely affected if new federal and/or state legislation or regulations are adopted to address global climate change or if it is subject to lawsuits for alleged damage to persons or property resulting from greenhouse gas emissions.

Expenses, liabilities or injunctions resulting from the currently adjourned Article 78 litigation filed with the Supreme Court of the State of New York, Yates County, could adversely affect Greenidge’s business prospects, results of operations and financial condition.

On December 17, 2020, certain parties filed an Article 78 petition with the Supreme Court of the State of New York, Yates County, that challenges the Town of Torrey’s site plan review for the planned expansion of Greenidge’s bitcoin mining data center. Greenidge was joined in the petition as a necessary party. The petition asserts, among other things, a violation of the State of New York Environmental Quality Review Act for failing to identify all areas of environmental concern or appropriately review the potential environmental impacts of the planned expansion of Greenidge’s data center. This claim could result in litigation, may be time-consuming and costly, divert management resources, require Greenidge to change, postpone or halt the construction of its planned bitcoin mining data center expansion, or have other adverse effects on its business. Any of the foregoing could have a material adverse effect on Greenidge’s plan of operation, results of operations and business growth prospects. In addition, costly and time-consuming litigation could be necessary to enforce Greenidge’s approved building rights.

 

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THE COMPANIES

Support.com, Inc.

Support provides customer and technical support solutions delivered by homebased employees. Support’s homesourcing model, which enables outsourced work to be delivered by people working from home, has been specifically designed for remote work, with attention to security, recruiting, training, delivery, and employee engagement.

 

   

Customer Support Solutions. Support provides outsourced customer support and cloud-based technology platforms to companies in multiple industry verticals. Support serves clients in verticals such as media and communication, healthcare, retail, and technology with omnichannel programs that include voice, chat, and self-service. Support meets clients’ needs through its network of homebased employees and cloud-based platforms.

 

   

Technical Support Programs. Support offers technical support programs to its enterprise clients that are sold to the clients’ end customers. These tailored programs can be bundled with complementary services or offered on a stand-alone basis as a subscription or one-time purchase. Support also offers a subscription-based tech support service direct-to-consumers and small businesses that helps users solve a wide-range of technology problems with all computers, smartphones, and other connected devices, including device setup, troubleshooting, connectivity or interoperability problems, and malware and virus removal.

 

   

End-User Software. Support’s SUPERAntiSpyware® software is a malware protection and removal software product available for the Windows OS on personal computers and tablets. The software is licensed on an annual basis, and is sold direct to consumers and businesses, or through re-sellers.

Support’s principal executive offices are located at 1521 Concord Pike (US 202), Suite 301, Wilmington, DE 19803, and its telephone number is (650) 556-9440. Support’s website is www.support.com. Information on Support’s website is not incorporated by reference into or otherwise part of this proxy statement/prospectus. Support’s common stock is listed on the Nasdaq Capital Market under the symbol “SPRT.” Additional information about Support is included in documents incorporated by reference in this proxy statement/prospectus. Please see “Where You Can Find More Information”.

Greenidge Generation Holdings Inc.

Greenidge is a vertically integrated bitcoin mining and power generation facility in the Town of Torrey, New York with an environmentally-sound, approximately 106 MW natural gas power plant that has undergone a remarkable transformation in recent years. Greenidge enjoys significant competitive advantages including low fixed costs, an efficient mining fleet, in-house operational expertise and low power costs due to its access to some of the least expensive natural gas in North America. Greenidge is currently mining bitcoin and contributing to the security and transactability of the bitcoin ecosystem, while concurrently meeting the power needs of homes and businesses in its region.

Greenidge is currently a privately-held corporation and its securities do not trade on any marketplace. Greenidge has applied to list its class A common stock on the Nasdaq Capital Market under the trading symbol “GREE” which includes the shares of class A common stock issuable in the Merger. Greenidge intends to register shares of its class A common stock issuable upon the conversion of its class B common stock including the class B common stock underlying its series A preferred stock, with the SEC as soon as practicable. 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.

The principal executive offices of Greenidge are located at 590 Plant Road, Dresden, NY 14441, and its telephone number is (315) 536-2359. Greenidge maintains a website at www.greenidge.com. Information on Greenidge’s website is not incorporated by reference into or otherwise part of this proxy statement/prospectus.

See “Information about Greenidge” and “Management Discussion and Analysis of Financial Condition and Results of Operations for Greenidge” for important business and financial information regarding Greenidge.

 

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GGH Merger Sub, Inc.

Merger Sub was formed in the State of Delaware on February 26, 2021 and is a wholly-owned subsidiary of Greenidge. Merger Sub was formed solely for the purpose of completing the Merger. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Merger Agreement and the Merger.

Merger Sub is a privately-held corporation and its securities do not trade on any marketplace. The principal executive offices of Merger Sub are located at c/o Greenidge Generation Holdings Inc., 590 Plant Road, Dresden, NY 14441, and its telephone number is (315) 536-2359.

 

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SPECIAL MEETING OF STOCKHOLDERS

Support is providing the proxy statement/prospectus to its stockholders as of the record date in connection with the solicitation of proxies to be voted at the special meeting (or any adjournment or postponement of the special meeting).

General

Together with the proxy statement/prospectus, Support is also sending stockholders a notice of the special meeting and a form of proxy card that is solicited by its board of directors for use at the special meeting to be held on [ __ ], 2021 at 8:00 a.m., Pacific Time, at [ __ ] (the “special meeting”), and any adjournments or postponements of the special meeting.

Support is actively monitoring the circumstances surrounding the coronavirus (COVID-19) pandemic. In the event it is not possible or advisable to hold the special meeting in person, Support will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. If Support takes this step, Support will announce the decision to do so in advance, and details on how to participate will be issued by press release available at Support’s website and filed with the SEC as supplemental proxy material.

The Proposals and Required Vote

At the special meeting, Support stockholders will be asked to consider and vote on the following proposals:

 

   

Proposal No. 1 (Merger Proposal): The proposal to adopt the Merger Agreement. Approval of the Merger Proposal requires the affirmative vote of a majority of the issued and outstanding shares of Support common stock entitled to vote on the Merger Proposal.

 

   

Proposal No. 2 (Advisory Proposal): The proposal to approve, on an advisory (non-binding) basis, compensation that will or may be paid or provided to named executive officers in connection with the Merger. Approval of the Advisory Proposal requires the affirmative vote of the holders of a majority of the shares of Support common stock that are present in person or represented by proxy at the special meeting and entitled to vote on the Advisory Proposal (meaning that of the shares represented at the special meeting and entitled to vote, a majority of them must be voted “FOR” the Advisory Proposal for it to be approved).

 

   

Proposal No. 3 (Adjournment Proposal): The proposal to approve the adjournment of the special meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve the Merger Proposal. Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Support common stock that are present in person or represented by proxy at the special meeting and entitled to vote on the Adjournment Proposal (meaning that of the shares represented at the special meeting and entitled to vote, a majority of them must be voted “FOR” the Adjournment Proposal for it to be approved).

Under Support’s bylaws, the business to be conducted at the special meeting will be limited to the proposals set forth in the notice to stockholders provided with the proxy statement/prospectus.

On all matters, each share of Support common stock held on the record date has one vote.

Broker “non-votes” and abstentions will have the effect of votes “AGAINST” the Merger Proposal. Broker “non-votes” are not included in the tabulation of the voting results and, therefore, they do not have any effect on the voting results for the Advisory Proposal or the Adjournment Proposal. Abstentions will have the effect of votes “AGAINST” the Advisory Proposal and the Adjournment Proposal.

A majority of the outstanding shares of Support common stock entitled to vote on the Merger Proposal must vote to approve the Merger Proposal at the special meeting as a condition to the completion of the Merger. If Support stockholders fail to approve the Merger Proposal by such vote, the Merger will not occur.

Recommendations of Support Board of Directors

Support’s board of directors unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, advisable and in the best interests of, the Company and its stockholders, (ii) approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated thereby, and (iii) determined to recommend, upon the terms and subject to the conditions set forth in the Merger Agreement, that the Company’s stockholders vote to adopt the Merger Agreement.

 

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

Record Date, Voting and Quorum

Support’s board of directors has fixed the 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. A complete list of such stockholders will be available for inspection by any stockholder for any purpose germane to the special meeting at [ __ ] for the 10 days preceding the special meeting. The eligible stockholder list will also be available at the special meeting for examination by any stockholder of record present at such meeting.

As of the record date, there were approximately [ __ ] shares of Support common stock issued and outstanding. The required quorum for the transaction of business at the special meeting is the presence, in person or by proxy, of the holders of a majority of the shares of Support common stock issued and outstanding on the record date.

Shares that are voted “FOR” or “AGAINST” a proposal or marked “ABSTAIN” are treated as being present at the special meeting for purposes of establishing a quorum and are also treated as shares entitled to vote at the special meeting. Broker “non-votes” are not included for purposes of determining whether a quorum of shares of Support common stock is present at the special meeting.

There must be a quorum to hold the special meeting. Failure of a quorum to be present at the special meeting will necessitate an adjournment of the meeting and will subject Support to additional expense.

Share Ownership of and Voting by Support Directors and Executive Officers

As of the record date, Support’s directors and executive officers and their affiliates directly owned in the aggregate [ __ ] shares of Support common stock, which represents approximately [ __ ]% of the Support common stock issued and outstanding as of that date.

Support’s directors and executive officers that are a party to the Voting Agreement have agreed, among other things, to vote all of their respective shares of Support common stock in favor of Merger Proposal. It is expected that Support’s directors and executive officers will vote all of their respective shares of Support common stock in favor of each of the proposals at the time of the special meeting.

Voting

Support stockholders of record may vote their shares of Support common stock by:

 

   

By attending the special meeting and voting their shares of Support common stock in person.

 

   

By MAIL—Mark, sign and date your proxy card and return it in the postage-paid envelope provided or return it to [ __ ], which must be received no later than the day before the special meeting date.

 

   

By INTERNET ([ __ ]) - Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

 

   

By TELEPHONE ([ __ ])—Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.

If you submit your proxy via the Internet or by telephone, you do not need to return the enclosed proxy card.

If your shares are held by your bank, brokerage firm or other nominee, you are considered the beneficial owner of shares held in “street name” and you will receive a form from your bank, brokerage firm or other nominee seeking instruction from you as to how your shares should be voted. If you beneficially own your shares and receive a voting instruction form, you can vote by following the instructions on your voting instruction form. Please refer to information from your bank, brokerage firm or other nominee on how to submit voting instructions.

 

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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.

If your shares are held by your bank, brokerage firm or other nominee, 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.

All shares of Support common stock represented by each properly completed and valid proxy received before or at the special meeting will be voted in accordance with the instructions given in the proxy. If a Support stockholder signs a proxy card and returns it without giving instructions for the voting on any proposal, the shares of Support common stock represented by that proxy card will be voted “FOR” each proposal at the time of the special meeting.

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.

Attendance

Support stockholders as of the record date are invited to attend the special meeting. If you are a stockholder of record, your name will be verified against the list of Support’s stockholders as of the record date. If you hold your shares through a bank, broker or other nominee, you will need to present proof of beneficial ownership of shares of Support common stock as of the record date (e.g., a brokerage statement or letter from your bank). Both record and beneficial stockholders should bring photo identification and an appropriate face covering for entrance to the special meeting. Social distancing measures will be employed and attendees will need to wear face coverings throughout the duration of the special meeting.

Revocability of Proxies; Changing Your Vote

You may revoke your proxy or change your vote in person at any time before the closing of the polls at the special 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:

 

   

delivering to Support (at 777 South Figueroa Street, Suite 4600, DPT# 2009, Los Angeles, CA 90017-2513) a written instrument that revokes the proxy, which is received prior to the special meeting;

 

   

submitting a valid, later-dated proxy via the Internet or by telephone before 11:59 P.M. Eastern Time the day before the meeting date, or by mail that is received prior to the special meeting; or

 

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attending the special meeting (or, if the special meeting is adjourned or postponed, attending the adjourned or postponed meeting) and voting in person, which automatically will cancel any proxy previously given, or revoking your proxy in person, but your attendance alone will not revoke any proxy previously given.

If you hold your shares of Support common stock 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 of Support common stock if you wish to cast your vote in person at the special meeting.

Solicitation of Proxies; Expenses of Solicitation

The proxy statement/prospectus is being provided to holders of Support common stock in connection with the solicitation of proxies by the Support board of directors to be voted at the special meeting and at any adjournments or postponements of the special meeting. Support will bear the costs and expenses in connection with such solicitation of proxies, including the costs of filing, printing and mailing the proxy statement/prospectus for the special meeting. [ __ ] has been retained to assist with the solicitation of proxies and provide related proxy advisory services. [ __ ] will be paid a final fee not to exceed $[ __ ] for these services in connection with the special meeting.

Directors, officers and employees of Support may solicit proxies from stockholders personally or by mail, telephone, email, over the Internet or other means. Support’s directors, officers and employees will not receive additional compensation for their solicitation activities but may be reimbursed for reasonable out-of-pocket expenses incurred by them in connection with the solicitation. In addition, Support may reimburse brokers, dealers, commercial banks, trust companies, fiduciaries, custodians and other nominees for their reasonable out-of-pocket expenses in connection with forwarding proxy solicitation materials to their customers that are beneficial owners of Support common stock.

Householding

Unless Support has received contrary instructions, it may send a single copy of this proxy statement/prospectus and notice to any household at which two or more stockholders reside if it believes the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce Support’s expenses.

If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement/prospectus, please notify your broker or contact [ __ ].

Stockholders who currently receive multiple copies of proxy materials at their address and would like to request “householding” of their communications should contact their broker. Registered stockholders may notify Support by contacting [ __ ].

Adjournment

In addition to the Merger Proposal and the Advisory Proposal, Support stockholders are being asked to approve the Adjournment Proposal, which allows the adjournment of the special meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve the Merger Proposal. In addition, pursuant to the bylaws of Support, in the absence of a quorum, Support stockholders representing a majority of shares then issued and outstanding and entitled to vote, present in person or by proxy, or, if no stockholder entitled to vote is present in person or by proxy, any officer entitled to preside at or act as secretary of such meeting, may adjourn the special meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present or represented.

Other Information

You are urged to read and carefully consider the information contained in the proxy statement/prospectus and submit your proxy via the Internet or by telephone or complete, date, sign and promptly return the enclosed proxy card in the enclosed postage-paid envelope. If you submit your proxy via the Internet or by telephone, you do not need to return the enclosed proxy card.

Assistance

If you need assistance in completing your proxy card or have questions regarding the special meeting, please contact Support’s proxy solicitor at:

 

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[ __ ]

Attention: [ __ ]

Telephone: [ __ ]

Email: [ __ ]

 

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PROPOSAL I: THE MERGER PROPOSAL

General

This proxy statement/prospectus is being provided to Support stockholders in connection with the solicitation of proxies by the Support board to be voted at the special meeting and at any adjournments or postponements of the special meeting. At the special meeting, Support stockholders will be asked to, among other things, adopt the Merger Agreement. The Merger Agreement provides for the Merger of Merger Sub with and into Support, with Support continuing as the surviving corporation and a wholly-owned subsidiary of Greenidge.

The Merger will not be completed unless Support stockholders adopt the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus. You are urged to read the Merger Agreement in its entirety because it is the legal document that governs the Merger. For additional information about the Merger Agreement, see “The Merger Agreement” below.

Vote Required; Recommendation of the Support Board of Directors

Assuming that a quorum is present at the special meeting, approval of the proposal to adopt the Merger Agreement requires the affirmative vote of a majority of the issued and outstanding shares of Support common stock entitled to vote thereon.

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 the Support stockholders vote “FOR” the Merger Proposal.

What Support Stockholders Will Receive in the Merger

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

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 amount of outstanding shares of Support common stock as calculated under 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 [ __ ], 2021.

 

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VWAP of Support Common Stock

   Exchange Ratio  

$2.14

     0.121  

$4.00

     0.118  

$5.00

     0.117  

$6.00

     0.117  

$7.00

     0.117  

$8.00

     0.116  

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.

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.

Treatment of Support Equity Awards

At the Effective Time of the Merger and subject to the terms and conditions set forth in the Merger Agreement, each outstanding Support option will accelerate, and the holder of each Support option will receive a number of shares of class A common stock of Greenidge equal to the Exchange Ratio multiplied by the number of shares of Support common stock underlying such Support option, less a number of shares of class A common stock to be withheld (with the value of such shares being calculated using the VWAP) in satisfaction of the aggregate exercise price of such Support option and, unless such holder has elected to satisfy such obligation with cash, such holder’s tax withholding obligations.

At the Effective Time of the Merger and subject to the terms and conditions set forth in the Merger Agreement, each outstanding Support award will accelerate, and the holder of each such Support award will receive a number of shares of class A common stock of Greenidge equal to the Exchange Ratio multiplied by the number of shares of Support common stock underlying such Support award, less a number of shares of class A common stock to be withheld in satisfaction of such holder’s tax withholding obligations (with the value of such shares being calculated using the VWAP), unless such holder has elected to satisfy such obligation with cash.

From and after the Effective Time of the Merger, there will be no outstanding equity awards of Support.

Ownership of Greenidge Capital Stock After the Merger

The aggregate consideration payable in connection with the Merger consists of 2,998,261 shares of class A common stock.

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

If Greenidge consummates additional issuances of its capital stock in addition to the Greenidge Issuances prior to Closing, then the pro forma ownership percentages described above will be reduced.

Background of the Merger

As part of its role in overseeing the business and operations of Support, the Support board of directors regularly reviews and discusses Support’s strategic direction and alternatives available for enhancing Support stockholder value.

In October 2020, Support and the Investor entered into a Non-circumvention and Mutual Nondisclosure Agreement (the “October NDA”) to protect the confidentiality of any information provided by each party in connection with the parties’ consideration of a potential transaction or investment involving Support, on the one hand, and the Investor and/or a third party to be identified by the Investor, on the other. The October NDA also included a non-circumvention provision under which Support agreed not to separately pursue an investment or transaction involving any third party so identified by the Investor for a period of two years following such third party’s identification to Support. Pursuant to the October NDA, the Investor introduced Support to a potential opportunity in October 2020, which ultimately was not pursued.

 

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On January 14, 2021, the Investor advised the chairman of the Support board of a potential transaction opportunity involving a bitcoin mining company with an interest in engaging in a transaction to become a publicly-traded company. The Investor became aware of the opportunity after becoming familiar with Greenidge in connection with a potential transaction between Greenidge and another company affiliated with the Investor, which transaction ultimately did not proceed when a workable structure could not be reached and Greenidge decided instead to pursue a private placement of preferred stock and other opportunities. Also on January 14, 2021, the Investor discussed with Greenidge on a no-names basis the profile of Support for a possible merger transaction, as well as some illustrative terms for such a transaction.

On January 16, 2021, Support contacted Pillsbury Winthrop Shaw Pittman LLP (“Pillsbury”) to retain Pillsbury as its legal advisor in connection with its consideration of the transaction opportunity described by the Investor.

On January 17, 2021, Support and the Investor executed an acknowledgment letter under the October NDA agreeing that such opportunity was subject to the confidentiality and non-circumvention provisions of the October NDA.

On January 18, 2021, the Investor identified Greenidge as the bitcoin mining company, provided the Support board with high-level information about Greenidge’s history and current business and a copy of Greenidge’s roadshow presentation for its then pending private placement of series A preferred stock. The Investor and Support discussed a potential transaction structure between Greenidge, Support and the Investor which contemplated a three-step series of transactions consisting of (1) an investment by the Investor in a newly created series of convertible preferred equity of Support in an amount that would constitute 19.9% of Support’s then-current outstanding voting common stock, (2) a substantially concurrent investment by Support of approximately $15 million in the contemplated $25 million private placement of series A preferred stock then being conducted by Greenidge, and (3) a merger of Greenidge with Support pursuant to which immediately prior to such merger Support would distribute substantially all of its free cash (net of operating costs, transaction expenses and other expenses) to its stockholders and upon completion of such merger all outstanding shares of Greenidge capital stock would be converted into freely tradeable shares of Support common stock constituting a substantial majority of Support’s total pro forma common shares outstanding after giving effect to the merger. The transaction terms described by the Investor to Support also contemplated that the Investor’s investment in Support would be made at a per share price representing a discount to Support’s then-current trading price, that the Investor would have the right to designate one or more persons to serve as directors on the Support board upon completion of the investment, and that the Investor would be paid a fee upon completion of the transactions. Support indicated a willingness to consider the proposed transactions as presented and to engage in further discussions with the parties.

On January 19, 2021, the Investor and Greenidge entered into a confidentiality agreement in connection with Greenidge’s series A preferred equity private placement, as well as the Investor’s assistance to Greenidge in considering and proposing terms for a possible merger transaction with Support.

Subsequently, due to substantial interest in its private placement of series A preferred stock, Greenidge increased the total amount of equity capital to be raised in the private placement and set the targeted timing for pricing and closing of the private placement. On January 22, 2021, the Investor advised Support that it had been informed that Greenidge planned to price its pending private placement on January 25, 2021 and that each of Investor and Support would have the opportunity to invest $5 million (each constituting approximately 2.7% of Greenidge’s total pro forma voting capital stock following completion of the private placement) in an up-sized private placement of approximately $30-$35 million. The Investor indicated to Support that Support and the Investor should move forward expeditiously with negotiation and completion of the Investor’s proposed investment in Support in order to align with the proposed January 25, 2021 pricing of the Greenidge private placement and that Greenidge would be in a position to negotiate with Support with respect to the potential merger transaction as soon as the private placement was completed, with a targeted announcement of the proposed merger several weeks following commencement of negotiations with Support.

Also on January 22, 2021, the Investor delivered to Support a draft non-binding letter of intent and summary of proposed terms for the merger, portions of which relating to the merger the Investor previously had discussed with Greenidge. The proposed terms were generally consistent with those discussed previously, including a pre-closing distribution of substantially all of Support’s free cash to its stockholders, except that the terms now contemplated that Support would retain $5 million in cash on its balance sheet (net of operating costs, transaction expenses and other expenses) to be deemed to be invested in Greenidge at a $250 million company valuation for Greenidge, such that the total amount of capital stock of the combined company to be owned by Support stockholders collectively following completion of the merger would be approximately 9.7% (consisting of 5% in consideration for the value of Support’s existing

 

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business and operations and its public listing, 2% in consideration for Support’s $5 million cash retention, and 2.7% constituting Support’s allocation of preferred stock in the Greenidge private placement). The proposed terms further contemplated that (1) the Investor’s convertible preferred investment in Support would be made at a per share price of $1.80, would have a stated dividend rate per annum of 3% and a 5-year maturity, would entitle the Investor to designate two directors on a six-member Support board, and would permit the Investor to vote on an as-converted basis (at a one-for-one conversion rate) together with Support’s common stockholders on all matters on which Support stockholders are generally entitled to vote, (2) the Investor would receive a consulting fee upon completion of the merger in the form of shares of Support common stock constituting 1.5% of the total outstanding shares of Support common stock after completion of the merger, (3) stockholders of Support holding shares constituting approximately 33% of Support’s total outstanding voting shares (including for this purpose the Investor after giving effect to completion of its convertible preferred stock investment in Support) would enter into support agreements with Greenidge agreeing to vote their shares in favor of the proposed merger, and (4) Greenidge would agree to negotiate exclusively with Support for a period of 45 days with respect to the proposed merger.

In response, Support indicated to the Investor that it likely would be unable to negotiate, complete and announce an investment by the Investor in Support by the targeted pricing date for Greenidge’s private placement but that Support was interested in moving forward with discussions on the proposed transactions as expeditiously as practicable. After further discussion regarding the timing for the transactions, Support and the Investor agreed to move forward with negotiating the terms of the proposed convertible preferred stock investment by the Investor. Later in the day on January 22, 2021, the Investor delivered a draft term sheet to Support for the proposed convertible preferred stock investment for review and comment by Support and its counsel. On January 24, 2021, the Support board held a telephonic meeting to provide an update on the status of discussions between the parties on the proposed transactions and to review and discuss with Pillsbury a proposed response to the Investor with respect to the draft term sheet for the Investor’s proposed convertible preferred stock investment in Support.

On January 25, 2021, after another telephonic meeting of the Support board to further discuss and finalize Support’s response to the Investor’s draft term sheet, Support delivered to the Investor a revised summary of terms for the proposed convertible preferred equity investment by the Investor in Support, and the Investor forwarded to Support a set of draft subscription documents for potential investors in the Greenidge private placement. Later that day, the Investor advised Support that it was reviewing Support’s response on the term sheet, and also that the Greenidge private placement had priced earlier that day as targeted and, as a result, Support could not participate in the private placement. The Investor also informed Support that due to the level of investor interest in the Greenidge private placement, the Investor’s subscription allocation had been reduced.

On January 26, 2021, the Investor provided comments to Support with respect to its revised term sheet, and the Support board convened a telephonic meeting to update the full board on the status of the transactions, including the pricing of the Greenidge private placement, and to review and discuss with Pillsbury the Investor’s comments on the draft term sheet. Support thereafter contacted the Investor to respond to the Investor’s comments on the most recent draft of the term sheet. The then-current term for the potential convertible preferred equity investment included a $1.85 per share purchase price, that the preferred shares would convert automatically into common stock upon completion of a major corporate transaction meeting certain requirements (to include the proposed merger transaction between Greenidge and Support), that the Investor would have the right to appoint two additional persons to the Support board upon completion of the investment (reduced to one person after such time as the Investor beneficially owned less than 10% of the outstanding Support voting shares and eliminated completely after such time as the Investor beneficially owned less than 5% of the outstanding Support voting shares), and that the Investor would be subject to a customary standstill arrangement with respect to Support. Thereafter, no further discussions took place between the Investor and Support with respect to the convertible preferred stock terms and Support determined not to move forward with negotiating documentation for the convertible preferred investment because Support would not be participating in the Greenidge private placement and had not yet had any direct discussions with Greenidge or its representatives with respect to the proposed merger transaction. The Support board determined that the appropriate next step was to have direct discussions between Greenidge and Support regarding the terms of the proposed merger transaction.

On January 29, 2021, in connection with the closing of the Greenidge private placement, the Investor purchased its 180,000 share allocation of series A preferred stock for $4.5 million.

On January 31, 2021, representatives of Support, the Investor, Greenidge, and Winston & Strawn LLP, counsel to Greenidge (“Winston”), held an introductory teleconference meeting at which representatives of Support reviewed Support’s history and current business and operations, representatives of Greenidge reviewed Greenidge’s history and current business and operations, and Support and the Investor provided a brief overview of Support’s value, capabilities and strengths as a potential transaction partner to Greenidge. The parties also discussed a potential transaction and the related elements, timing, and next steps for further discussion. Over the next several days, the Investor and its counsel held numerous conversations with Support, Greenidge, and their respective counsel on matters relating to a potential transaction between Support and Greenidge, including potential structures, timelines, voting support, and deal protection issues, as well as other preliminary due diligence and securities registration matters, including discussions with Greenidge and its counsel regarding Support’s ability to remain competitive against other transaction alternatives available to Greenidge in the current market.

 

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On February 3, 2021, the Investor provided an update from Greenidge to Support with respect to the proposed merger transaction. The Investor indicated that while Greenidge appeared to be considering one or more potential alternative transactions with a listed, public entity, including a business combination transaction with a special purpose acquisition company (SPAC), Greenidge and its counsel were giving serious consideration to a potential merger with Support and had raised with the Investor various questions regarding certainty of closing, including potential voting support from Support stockholders for a merger with Greenidge, and the potential timing for completion of such a merger.

On February 4, 2021, the Investor contacted Support to report that Greenidge had determined to move forward with negotiation of a potential merger transaction with Support, although Greenidge would not agree to negotiate exclusively with Support at that time. Support and the Investor discussed next steps, including preparation of a revised draft of the non-binding letter of intent and term sheet for the proposed merger and possible alternatives to an exclusivity arrangement.

On February 5, 2021, the Support board held a telephonic meeting for the purpose of updating the full board on the status of discussions with the Investor and Greenidge and to discuss the then-current terms of the proposed transactions. At this meeting, among other things, the Support board discussed the proposed terms for the merger and the proposed investment by the Investor in connection with the proposed merger. The Support board directed Pillsbury to initiate direct discussions with Winston regarding the terms of the proposed merger and the Investor’s proposed investment and voting support agreement.

Later in the day on February 5, 2021, the Investor distributed a revised draft letter of intent to both Greenidge and Support that included a summary of terms for the proposed merger transaction and contemplated a binding 15-day exclusivity period that would automatically extend for an additional 15 days if the parties were continuing to negotiate in good faith towards definitive transaction agreements. Consistent with the parties’ previous discussions, the draft letter of intent provided for a merger in which Support would issue to holders of Greenidge’s capital stock shares of Support common stock constituting approximately 93% of Support’s total outstanding shares on a pro forma basis, after giving effect to the transaction, and would distribute to existing Support stockholders substantially all of its free cash immediately prior to completion of such merger, subject to the retention of $5 million in cash to be contributed at a $250 million valuation for Greenidge in exchange for a 2% equity interest in the post-merger combined company, plus additional cash retention for the purpose of funding the continuing operations of Support for one year and paying the transaction and certain other expenses of Support. Under these proposed terms, holders of Support common stock and Support stock options and other stock-based awards prior to the merger would collectively own approximately 7.0% of the total voting stock of the combined company following the merger. Also consistent with the terms previously proposed, the draft letter of intent provided for a consulting fee payable to the Investor upon completion of the merger in the form of shares constituting 1.5% of the total outstanding voting common stock of the combined company (which fee would was to reduce the pro forma ownership of the Greenidge stockholders and the Support stockholders on a pro rata basis), as well as voting support agreements to be entered into by Support stockholders beneficially owning in the aggregate not less than 33% of the total voting stock of Support.

Between February 8 and 11, 2021, Pillsbury discussed the merger terms proposed in the draft letter of intent with Winston and Investor counsel. As part of these discussions, Pillsbury conveyed the Support board’s desire to consider and discuss possible alternatives to the Investor’s preferred equity component of the transactions. After discussing the matter with Greenidge, Winston advised Pillsbury that the Investor’s investment and voting support agreement were critical components of the proposed transactions for Greenidge, and, as such, Greenidge was unwilling to proceed with a transaction with Support without such investment and voting support agreement from the Investor, but that Greenidge and the Investor also had determined that the Investor’s investment should be made in Support common stock rather than Support preferred stock and that Investor should not have any right to appoint Support board members while the proposed merger transaction with Greenidge was pending. Following discussion between Pillsbury and the Support board regarding these matters, Support determined to move forward with discussions with Greenidge on that basis, given the Support board’s continued belief that a transaction with Greenidge could provide more value to the stockholders of Support than any other opportunity reasonably available to Support and that with only approximately 33% of Support’s total outstanding voting stock being subject to voting commitments in favor of the proposed merger under the proposed letter of intent, the stockholders of Support retained the ability to vote down the proposed merger for any reason, including if a superior proposal were to surface.

Between January 31 and February 12, 2021, members of the Support board interviewed several investment banking and financial advisory firms for a potential engagement to advise Support in connection with the proposed transaction, assist Support in conducting due diligence on Greenidge, and provide a fairness opinion, if requested by the Support board. The Support board engaged in detailed discussions with four different financial advisory firms regarding their experience and qualifications, and each of the four firms provided proposed engagement terms for consideration by the Support board. During this time, the market price of bitcoin had increased over 40%, the market price of Riot Blockchain, Inc. and Marathon Digital Holdings, Inc., two publicly-traded companies engaged in the bitcoin mining business, had increased approximately 140% and 85%, respectively, and other third parties who had proposed alternative transactions to Greenidge continued to discuss the proposed terms of such potential transactions with Greenidge.

 

 

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On February 12, 2021, Greenidge and Support completed negotiations on and executed a non-binding letter of intent with the summary of terms for the proposed transactions, including the requirement of the execution of voting support agreements in respect of at least 30% of Support’s outstanding common stock. In lieu of a binding exclusivity arrangement, which Greenidge was not willing to provide, Support secured Greenidge’s commitment to reimburse Support up to $200,000 of its reasonable out-of-pocket fees and expenses incurred over each subsequent two-week period in connection with the negotiation of the potential transaction, including costs of attorneys and advisors, if such transaction discussions consistent with the terms of the letter of intent were terminated by Greenidge. The parties also concurrently signed a mutual confidentiality agreement.

During the week following the execution of the non-binding letter of intent, the parties and each of their respective counsels commenced mutual business, legal and financial due diligence investigations, and their counsel began preparing definitive agreements for the proposed transaction. On February 14, 2021, counsel for all parties held a telephonic meeting to discuss preparation of drafts of the merger agreement and the registration statement and other organizational matters. On February 15, 2021, representatives from Greenidge, Support, the Investor and their respective counsel had a telephonic meeting to discuss due diligence, drafting of the definitive agreements, transaction preparation steps and other required steps. Later in the same day, two due diligence calls were conducted by the Support board and management for Greenidge and its advisors regarding the operation and strategy of Support and its history.

On February 16, 2021, after reviewing the qualifications and experience of each of the financial advisory firms and considering their proposed engagement terms, Support formally engaged BTIG to act as its financial advisor in connection with the proposed transactions. The Support board of directors made this decision based on BTIG’s professional experience and capabilities, including its previous experience providing fairness opinions as a financial advisor for public companies and acting as a financial advisor or a capital markets placement agent/underwriter to companies with activities in the blockchain/cryptocurrency space. Upon BTIG’s engagement, the Support board established a regularly scheduled videoconference call for every Monday, Wednesday and Friday for BTIG to brief the Support board and executive management on the status of its due diligence and financial analysis work and for Pillsbury to update on the status of the transaction negotiations and legal due diligence.

On February 18, 2021, Winston, Pillsbury and counsel for the Investor held a call to discuss ongoing deal matters. On this call, Winston identified a potential regulatory question as to whether the contemplated structure of the transaction could be deemed to result in a technical change of control of Greenidge, despite the fact that the Controlling Stockholder and its affiliates together would continue to own a majority of the voting power of the combined entity after the merger, and thus could implicate regulatory requirements that could delay and increase the cost of the proposed transaction.

On February 19, 2021, Winston advised Pillsbury that, based on recent discussions with local regulatory counsel for Greenidge, so as to not implicate any technical change of control, increase transaction expenses or delay the timing of the proposed transaction, Greenidge could not proceed with the proposed transaction unless it was structured to provide that Greenidge would acquire Support in a reverse subsidiary merger in which Greenidge would issue stock to Support stockholders as merger consideration. In addition, Winston further advised Pillsbury that, prior to the announcement of the transaction, Greenidge would need to recapitalize its equity capitalization into a dual-class common stock structure, whereby the existing class of shares of Greenidge common stock, including those shares owned by the Controlling Stockholder and the other existing shareholders of Greenidge, would become shares of a new separate class of higher-vote-per-share common stock. Greenidge further advised that these changes were necessary for the viability of a continued Support-Greenidge transaction to ensure that Greenidge could continue to implement its business strategy, such as potential future equity issuances and acquisitions, without creating change of control issues that would, among other things, be disruptive to the near-term efforts by Greenidge to grow its business and operations. The Support board met telephonically on February 20, 2021 to discuss these developments. Following review and discussion with Pillsbury and BTIG of the proposed changes and their anticipated effects, the Support board determined to move forward with the transaction on the revised terms.

 

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During the week of February 22, 2021, the parties continued with their mutual due diligence investigations. On February 22, 2021, representatives of Greenidge, Support, BTIG and the Investor conducted a diligence call to receive updates on regulatory, environmental and recent and projected financial performance of Greenidge. On February 23, 2021, Support, Greenidge, BTIG and Pillsbury conducted a diligence call about Greenidge’s bitcoin mining operations.

On February 23 and 25, 2021, Winston distributed initial drafts of the Merger Agreement and the Voting Agreement, respectively, to Pillsbury and the Investor’s counsel, and the parties commenced negotiations of these agreements. The initial draft of the Merger Agreement contemplated, among other things, a $5.0 million termination fee and a provision for uncapped reimbursement of Greenidge’s transaction expenses, each of which would be payable by Support following termination of the Merger Agreement under certain circumstances. Pillsbury provided initial comments to the Merger Agreement on February 27, 2021 and to the Voting Agreement on February 28, 2021. In its initial comments to the Merger Agreement, Support proposed a termination fee of $2.5 million and eliminated the proposed provision for reimbursement of Greenidge’s transaction expenses.

The Support board continued to meet regularly with members of management and representatives of Pillsbury and BTIG during this period to review and discuss the status of due diligence and the negotiation of the transaction documents and BTIG’s work on its valuation analyses for each of Greenidge and Support. Also, during this time, Greenidge continued to communicate with other third parties regarding other potential transactions (including a potential merger with a SPAC or other public vehicle) that also would enable Greenidge to become a listed company and to obviate the need for near term additional capital raising. Concurrently, the market valuations of two publicly-traded companies engaged in the bitcoin mining business dramatically increased, and the SPAC market grew even more active. As a result of these developments, Greenidge expressed to both the Investor and Support its increasing interest in raising additional capital during such favorable market conditions.

On March 1, 2021, through the Investor, Greenidge advised Support that in light of the strong bitcoin market conditions and increasingly strong market interest in Greenidge, as noted by its financial advisor, and an offer at a higher valuation for the Greenidge business from another public entity that could also facilitate a listing of Greenidge’s common stock, Greenidge would only continue to pursue the proposed transaction with Support if Support included, as part of the consideration to be received by Greenidge, the cash on its balance sheet at closing, inclusive of the proceeds of the investment by the Investor in Support’s common stock, thus eliminating the pre-closing cash distribution by Support to its stockholders contemplated by the existing proposed structure. Support, Greenidge and the Investor discussed the proposed changes to the transaction terms and after extensive negotiations, Greenidge agreed to increase the percentage of class A common shares that Support stockholders would receive in the Merger from approximately 7% to approximately 8% (on a pro forma basis, exclusive of the consulting fee to be paid to Investor and certain other issuances) in consideration for the estimated $33.0 million in cash on Support’s balance sheet at closing.

The Support board reviewed and discussed the revised terms and determined to accept the changes proposed by Greenidge based on the Support board’s continued belief that a transaction with Greenidge would provide more value to the stockholders of Support than any other opportunity reasonably available to Support and that the increased stock consideration offered potential upside that cash did not. However, the Support board conditioned its acceptance of the revised transaction terms on Greenidge’s agreement to negotiate exclusively with Support through the targeted announcement date of March 12, 2021.

On March 2, 2021, Support and Greenidge executed a letter agreement, dated March 1, 2021, reflecting such exclusivity arrangement, and discussions between the parties proceeded on the revised transaction terms.

On March 3, 2021, Winston distributed a revised draft Merger Agreement reflecting (i) the deletion of a pre-Closing dividend by Support to Support stockholders, (ii) the inclusion of new closing conditions that Support would have $33.0 million in cash on its balance sheet at Closing and that a registration statement for the resale of shares of Greenidge common stock owned by existing Greenidge stockholders would be effective prior to Closing, and (iii) the inclusion of a $4.0 million termination fee payable by Support to Greenidge in the event the Merger Agreement was terminated under certain circumstances and an uncapped reimbursement of Greenidge’s expenses by Support in the event the Merger Agreement was terminated under certain other circumstances, including a failure of Support to achieve stockholder approval at its special meeting in the absence of a competing transaction or a change in the Support board’s recommendation of the transaction.

Between March 3 and 18, 2021, Support, Greenidge and their respective counsel continued their mutual due diligence investigations and negotiation of the Merger Agreement and other definitive agreements for the proposed transaction. During this period, the Support board continued to meet regularly with members of management and representatives of Pillsbury and BTIG regarding such matters, as well as BTIG’s valuation analyses with respect to each of Greenidge and Support.

 

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On March 5, 2021, Greenidge, Support, the Investor and their respective counsel participated in a telephonic meeting to discuss overall transaction status and timing, the status of negotiations of definitive documents for the Merger and related transactions, and the outstanding matters necessary to execute and announce the Merger and Investor’s subscription, including completion of mutual due diligence. Also, on March 5, 2021, Pillsbury provided Investor’s counsel with an initial draft of the Subscription Agreement for the proposed common equity investment by the Investor in Support.

On March 6, 2021, Pillsbury distributed a revised draft of the Merger Agreement to Winston and counsel for the Investor, reflecting proposed changes to the draft circulated by Winston on March 3, 2021. The revised draft included a reduction of the termination fee to $3.0 million and elimination of both the provision for reimbursement of Greenidge’s expenses following termination of the Merger Agreement under certain circumstances as well as the closing conditions relating to Support having $33.0 million in cash at closing and Greenidge’s resale registration statement being effective prior to Closing.

On March 8, 2021, the Support board and its audit, compensation and nominating and governance committees held regularly scheduled meetings for various purposes, which included reviewing its fourth quarter and full-year 2020 financial information and results of operations and updating the full board on the status of the due diligence investigation of Greenidge and the negotiations of definitive transactions agreements for the proposed transactions. Support’s legal and financial advisors participated in the portion of the meeting of the Support board covering the updates on the proposed transactions. Later in the day on March 8, 2021, representatives of Support and the Investor and their respective counsel participated in a teleconference meeting at which the Investor provided to Support a list of material open issues on the Merger Agreement that had been conveyed to the Investor by Greenidge. The discussion included review of Greenidge’s proposed resolution of these open issues, including (1) a proposal to restore the termination fee to $4.0 million, (2) a proposal for a closing condition that Support have not less than $24.0 million in cash at Closing but that the 8.0% pro forma ownership percentage of Support stockholders in the combined company be reduced ratably to the extent the amount of Support cash is less than $32.0 million but in excess of $24.0 million, (3) a proposal to restore the provision for uncapped expense reimbursement for Greenidge to be payable under a narrower set of circumstances involving termination of the Merger Agreement, and (4) a proposal to narrow the circumstances not related to a superior proposal under which the Support board would be permitted under the Merger Agreement to change its recommendation in favor of the Merger. Subsequent to this call, the Support board held two follow-up teleconference meetings with its legal and financial advisors to review and discuss the open issues raised by Greenidge, and representatives of Pillsbury and Winston held several calls to clarify the nature of the open issues as communicated by the Investor to Support.

On March 9, 2021, principals of Greenidge and Support, along with representatives of the Investor and BTIG, held a call to discuss Support’s response to Greenidge’s proposal for resolution of the material open issues in the Merger Agreement that had been provided by the Investor to Support on the previous day in an effort to resolve these open issues expeditiously. In this discussion, Support proposed to accept the resolution of certain of these issues in the manner proposed by Greenidge, and also proposed (1) a termination fee of no more than $3.5 million, (2) the inclusion of a closing condition requiring Support’s cash balances at Closing net of transaction expenses be not less than $28.0 million but the elimination of any adjustment to the merger consideration in the event the closing condition is met, and (3) the inclusion of an expense reimbursement provision in Greenidge’s favor capped at $2.0 million and payable only in limited circumstances following termination of the Merger Agreement in which the $3.5 million termination fee is not also payable. Also on March 9, 2021, representatives of the Support board and management, Greenidge and the Investor conducted a due diligence call regarding Support’s software business, the Support board held a teleconference to review the discussion between principals regarding material open issues on the Merger Agreement that had taken place earlier in the day, and the Investor’s counsel provided Pillsbury with its initial comments on the draft Subscription Agreement.

On March 10, 2021, Greenidge and Support principals reached agreement on substantially all of the open issues under the Merger Agreement that had been under discussion during the previous two days, including that (1) Greenidge would be entitled to receive a $3.5 million termination fee from Support in the event that the Merger Agreement is terminated upon the occurrence of certain circumstances related to a competing acquisition proposal for Support or an adverse change by the Support board of its recommendation of the transaction due to a superior proposal, and (2) the Merger Agreement would include a closing condition that Support have not less than $28.0 million in cash at Closing but there would be no price adjustment if the condition is met. Greenidge and Support also agreed to extend the exclusivity agreement for an additional week, to expire on the close of business on March 19, 2021. Later that same day, Winston sent Pillsbury a revised draft of the Merger Agreement reflecting these agreed-upon changes. The revised draft also included language providing that, of the shares of Greenidge common stock to be issued as merger consideration constituting approximately 8% of the total pro forma outstanding shares of Greenidge voting stock after completion of the Merger, 5% would be issued in consideration for the business, operations and public company listing of Support and 3% would be issued in consideration for the estimated $33.0 million in cash on Support’s balance sheet at closing. The percentage of shares to be issued in consideration for Support’s estimated closing cash implied a $1.1 billion pro forma enterprise value for Greenidge and total proforma enterprise and equity values for Support of $54.9 million and $87.9 million (or $73.4 million, after excluding shares of Support common stock held by the Investor), respectively.

 

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On March 11, 2021, Pillsbury sent a revised draft of the Merger Agreement back to Winston, reflecting proposed changes to the draft circulated by Winston on the previous day. In the draft of the Merger Agreement, Support indicated, among other things, that it was willing to accept the inclusion of an expense reimbursement provision in Greenidge’s favor capped at $2.0 million and payable only in limited circumstances following termination of the Merger Agreement in which the $3.5 million termination fee is not also payable, if Greenidge agreed to accept the inclusion of an expense reimbursement provision in Support’s favor capped at $2.0 million and payable only in limited circumstances following termination of the merger agreement as a result of a governmental authority enjoining or bringing an action to enjoin the Merger or otherwise failing to approve it.

On March 12, 2021, principals of Support and Greenidge, and representatives of their respective counsel, Pillsbury and Winston, discussed the remaining significant open points on the Merger Agreement and the Voting Agreement. After discussion, the parties agreed to continue forward with negotiations with a view toward signing and announcing a definitive transaction not later than the end of the following week, March 19, 2021. Also on March 12, 2021, Support and Greenidge executed an amendment to the March 1, 2021 exclusivity letter agreement extending it through the close of business on March 19, 2021, and Pillsbury distributed revised versions of the Voting Agreement and the Subscription Agreement to Winston and counsel for the Investor.

Over the period between March 12 and 18, 2021, Pillsbury and Winston resolved the remaining open issues and finalized the Merger Agreement and the Voting Agreement, Pillsbury and the Investor’s counsel finalized the Subscription Agreement, and the parties completed their respective due diligence investigations. Also, during this period, the parties and their respective counsel worked on preparation and review of the public disclosure documents and communications regarding the proposed transaction.

On March 18, 2021, Support convened a telephonic meeting of the Support board along with representatives of Pillsbury and BTIG. Pillsbury, Support’s legal advisor, reviewed with the Support board the status of discussions between the parties and the material terms of the proposed transactions, including the Merger Agreement, the Voting Agreement, and the Subscription Agreement with the Investor, as well as the legal duties and standards of review applicable to Support board’s determination with respect to the proposed transactions and certain other legal matters relevant to the proposed transaction, including a proposed board resolution exempting the Investor’s investment in Support from application of Support’s stockholder rights plan and authorizing an amendment to the plan to exempt the Merger Agreement and the Voting Agreement from application of the plan in each case to permit the Merger, the Voting Agreement and the Investor’s investment to be completed without triggering the plan. Support’s financial advisor, BTIG, then reviewed and discussed with the Support board its financial analyses with respect to Support, Greenidge and the proposed Merger. Thereafter, at the request of the Support board, BTIG rendered its oral opinion (which was subsequently confirmed in writing by delivery of BTIG’s written Opinion dated March 19, 2021, the date of execution of the Merger Agreement) 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. Following further discussion with and questions from members of the Support board, and on the basis of its consideration of, among other things, the matters set forth under the heading “—Recommendation of the Support Board; Support’s Reasons for the Merger,” the Support board unanimously determined that the Merger Agreement and the transactions contemplated thereby were advisable and in the best interests of Support and its stockholders, approved the Merger Agreement and the transactions contemplated thereby, including the Subscription Agreement with the Investor, and authorized management of Support to finalize and execute the agreements for the proposed transaction.

On March 19, 2021, the parties prepared finalized execution versions of the definitive transaction agreements, and, following the closing of trading on Nasdaq, Support, Greenidge and Merger Sub executed the Merger Agreement, Greenidge and the Support Board members, executive management, and the Investor executed the Voting Agreement, Support and the Investor executed the Subscription Agreement, and the Investor wired the purchase price to acquire the shares of Support common stock.

On March 22, 2021, prior to the opening of trading on the Nasdaq, the parties announced the execution of the transaction agreements, and Support issued the Investor its shares acquired under the Subscription Agreement.

Reasons for the Merger

In reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, the Support board evaluated the Merger in consultation with Support’s management, as well as Support’s financial and legal advisors, and considered a number of factors, including, among others, the following material factors (not necessarily in order of relative importance):

 

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Attractive Value of Merger Consideration.    The Support board’s determination that the Merger consideration provides Support’s stockholders with attractive value for their shares of Support common stock in light of a number of factors, including:

 

   

the anticipated value of the consideration to be received by Support stockholders in the Merger, based upon among other things the business, operations and historical and projected financial performance of Greenidge and the various financial analyses prepared by BTIG with respect to the valuation of Greenidge;

 

   

the unique opportunity provided by an equity investment in Greenidge, including the fact that Greenidge is anticipated to be the only publicly-listed, vertically integrated bitcoin mining company in the U.S. with its own captive power plant and access to a low-cost natural gas source, resulting in comparatively low bitcoin mining costs;

 

   

the fact that Support stockholders will have the opportunity to continue to participate in Greenidge’s expected future earnings growth and any increase in the value of their equity interest in Greenidge resulting therefrom following the Merger; and

 

   

the fact that the Merger is intended to qualify as a reorganization for U.S. federal income tax purposes (although such qualification is not a condition to the Closing of the Merger) and that as a result it is expected that Support stockholders will not recognize gain or loss for federal income tax purposes on the conversion of their shares of Support common stock into shares of Greenidge class A common stock upon completion of the Merger.

 

   

Best Available Strategic Alternative. The Support board determined that the consideration to be received by Support stockholders was more favorable to Support stockholders than the potential value that might result from other alternatives reasonably available to Support, based on a number of factors, including:

 

   

the Support board’s knowledge, understanding and previous consideration of the strategic and other alternatives for enhancing stockholder value reasonably available to Support and the risks and uncertainties associated with those alternatives, including the fact that Support’s business remains concentrated with two large enterprise customers each of whom has the ability to unilaterally terminate its business relationship with Support, without cause or payment of a material penalty, upon 90 days’ notice, and the effect of this fact on the value that potential acquirors would be willing to pay in an acquisition of Support; and

 

   

the Support board’s belief that, if any third parties were interested in exploring a transaction with Support, such potential acquirers would have been motivated to approach Support previously.

 

   

Risks and Anticipated Value of Continued Independence on a Standalone Basis. The Support board determined that the Merger was more favorable to Support stockholders than the potential value that might result from continuing to operate the Support business on a standalone basis, based on a number of factors, including:

 

   

Support’s business, results of operations, financial condition, competitive position, business prospects, historical and projected financial performance, and the risks associated with its ability to achieve its business prospects and projected financial results;

 

   

the risks and uncertainties associated with Support’s continuing on a standalone basis as an independent public company, including the risks inherent in executing Support’s long-term business plan and operating strategy, Support’s competitive position in the enterprise customer call center industry and the legal and compliance risks associated with operating in that industry, and the other risks and uncertainties detailed in Support’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 under the heading “Risk Factors”; and

 

   

the current and historical trading prices of Support’s common stock, including the market performance of Support’s common stock relative to other participants in Support’s industry and general market indices, as compared to the anticipated value of the per share Merger consideration and the Support board’s view that the expected future value of the Greenidge class A common shares to be received by Support stockholders in the Merger exceeded the expected future value of the Support common stock on a standalone basis.

 

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High Likelihood of Completion. The Support board considered the likelihood of completion of the Merger to be high, particularly in light of the terms of the Merger Agreement and closing conditions, including:

 

   

the commitment of Greenidge in the Merger Agreement to use reasonable best efforts to satisfy conditions and complete the Merger, and to obtain any regulatory approvals required to complete the Merger (as more fully described under “The Merger Proposal—Vote Required”);

 

   

the requirement that, in the event of a failure of the Merger to be consummated due to failure to obtain any required regulatory approval prior to the termination date, Greenidge must reimburse Support for up to $2.0 million in its transaction expenses (as more fully described under “The Merger Agreement—Termination Fee and Expenses”);

 

   

the fact that the approval for stockholders of Greenidge required under Delaware law to complete the Merger was obtained at the time of execution of the merger agreement and that Greenidge does not have any right under the Merger Agreement to solicit, discuss or negotiate competing transactions;

 

   

the absence of any unusual or unlikely-to-be-satisfied conditions to the consummation of the Merger (as more fully described under “The Merger Agreement—Conditions to Completion of the Merger”); and

 

   

the fact that, as a condition to Greenidge’s willingness to enter into the Merger Agreement, stockholders of Support beneficially owning approximately 30% of the outstanding shares of Support common stock have committed to vote or cause to be voted their Support shares in favor of the Merger Agreement Proposal at the special meeting (as more fully described under “Voting Agreement”).

 

   

Receipt of Opinion from BTIG.    The Support board considered the financial analyses performed by BTIG as well as the oral opinion of BTIG, subsequently confirmed in writing, to the effect that, as of the Signing Date, and based upon and subject to the assumptions made, procedures followed, factors considered, limitations of the review undertaken and qualifications contained therein, the Per Share Merger Consideration to be received by the holders of Support common stock (other than the Investor) was fair, from a financial point of view, to such holders, as more fully described below in the section captioned “—Opinion of Support’s Financial Advisor” beginning on page 77 of this proxy statement, prospectus. The full text of BTIG’s written Opinion is attached in its entirety as Annex D to this proxy statement/prospectus and is incorporated herein by reference.

 

   

Opportunity for Support to Receive Alternative Proposals, Change Board Recommendation and Terminate the Merger to Accept a Superior Proposal.    The Support board considered the terms of the Merger Agreement permitting Support to receive unsolicited alternative proposals, and the other terms and conditions of the Merger Agreement related thereto including:

 

   

Support’s right, subject to certain conditions, to respond to and negotiate with parties that make unsolicited acquisition proposals that are made prior to the time Support’s stockholders approve the proposal to adopt the Merger Agreement;

 

   

the provision of the Merger Agreement that allows the Support board to change its recommendation to stockholders to approve the Merger Agreement, subject to certain conditions;

 

   

the provision in the Merger Agreement allowing the Support board, subject to certain conditions, to terminate the Merger Agreement, prior to the time Support’s stockholders approve the proposal to adopt the Merger Agreement, to enter into an alternative acquisition agreement with respect to a superior proposal, subject to payment of a termination fee of $3.5 million; and

 

   

the Support board’s belief that the $3.5 million termination fee payable by Support in connection with its termination of the Merger Agreement to accept a superior proposal (i) is reasonable in light of the overall terms of the Merger Agreement and the anticipated benefits of the Merger and (ii) would not preclude another party from making a competing proposal.

 

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Other Considerations. The Support board also considered and balanced against the factors potentially weighing in favor of the Merger a number of uncertainties, risks, restrictions and other factors potentially weighing against the Merger, including the following (which are not necessarily presented in order of relative importance):

 

   

the risks and costs to Support if the Merger is delayed or not consummated for any reason, including the diversion of management and employee attention, potential management and employee attrition and the potential disruptive effect on Support’s business relationships and potential negative impact on Support’s operating results;

 

   

the fact that Support’s directors, officers and employees have expended, and will continue to expend, extensive efforts to consummate the Merger to the potential detriment of their employment duties related to Support’s day-to-day operations during the pendency of the Merger;

 

   

the risk of incurring substantial expenses related to the consummation of the Merger;

 

   

the possibility that the $3.5 million termination fee payable by Support to Greenidge following termination of the Merger Agreement under certain circumstances could discourage other potential acquirers from making a competing proposal;

 

   

the fact that the expected value of the shares of class A common stock to be received by Support stockholders in the Merger could decrease as a result of certain events or circumstances, including a decline in the market prices of equity of companies engaged in the bitcoin and cryptocurrency industry and/or in the expected future financial performance of Greenidge;

 

   

the risks associated with Greenidge’s ability to achieve its projected results, including risks related to potential decline and/or volatility in the market price of bitcoin and the ability of Greenidge to raise capital on attractive terms and to acquire equipment needed to meet its targeted growth plans;

 

   

the fact that if the Merger is not consummated, the Investor will have the right to designate two persons to serve as additional members of the Support board and that such right will continue as to one or both of such board seats for so long as the Investor’s beneficial ownership of Support common stock remains above certain aggregate voting stock ownership percentage levels (see “The Merger—Subscription Agreement”);

 

   

the limitations on Support’s ability to utilize its net operating loss carryforwards and certain other tax attributes following the completion of the Merger

 

   

the fact that certain officers and directors of Support may have interests in the Merger that may be different from, or in addition to, the interests of the other Support stockholders generally (see “The Merger Proposal—Interests of Support’s Directors and Executive Officers in the Merger”);

 

   

the possibility of litigation challenging the Merger and the associated costs or that an adverse judgment granting injunctive relief could indefinitely or permanently enjoin consummation of the Merger;

 

   

the potential negative impact on the market price of shares of Support’s common stock if the Merger Agreement is terminated; and

 

   

the fact that completion of the Merger is subject to the satisfaction of certain closing conditions that are not within Support’s control (as described in “The Merger Agreement—Conditions to the Merger”).

After taking into account all of the factors set forth above, as well as others, the Support board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Merger were outweighed by the potential benefits of the Merger to Support stockholders. The above discussion of the information and factors considered by the Support board is not intended to be exhaustive but indicates the material matters considered by the Support board. In reaching its determination and recommendation, the Support board based its recommendation on the totality of information presented and did not quantify, rank or assign any relative or specific weight to any of the foregoing factors, and individual members of the Support board may have considered various factors differently. The Support board did not undertake to make any specific determination as to whether any specific factor, or any particular aspect of any factor, did or did not support its ultimate recommendation. Moreover, in considering the information and factors described above, individual members of the Support board each applied his own personal business judgment to the process and may have given differing weights to differing factors. The Support board based its unanimous recommendation on the totality of the information presented. The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements.”

 

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Opinion of Support’s Financial Advisor

BTIG was retained by Support to act as its exclusive financial advisor in connection with a proposed merger with Greenidge, and to provide an opinion to the Support board in connection with its consideration of the transactions contemplated by the Merger Agreement. In selecting BTIG, the Support board considered, among other things, the fact that BTIG is a reputable investment banking firm with substantial experience advising companies in the technology sector and providing strategic advisory services in general. BTIG, as part of its investment banking business, is continuously engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes.

On March 18, 2021, at a meeting of the Support board, BTIG delivered an oral opinion, subsequently confirmed by delivery of a written Opinion dated as of March 19, 2021 (the “Opinion”), to the Support board to the effect that, based on and subject to the assumptions made, procedures followed, factors considered, limitations of the review undertaken and qualifications contained in such Opinion, as of the date of the Opinion the Per Share Merger Consideration to be received by the holders of Support common stock (other than the Investor) pursuant to the Merger Agreement was fair, from a financial point of view, to the holders of shares of Support common stock (other than the Investor).

The full text of the Opinion is attached to this proxy statement/prospectus as Annex D and is incorporated herein by reference in its entirety. The summary of the Opinion set forth herein is qualified in its entirety by reference to the full text of the Opinion. Holders of Support common stock are urged to read the Opinion carefully and in its entirety for a discussion of, among other things, the assumptions made, procedures followed, factors considered, limitations of the review undertaken and qualifications contained in such Opinion. BTIG’s Opinion was not intended to and does not constitute a recommendation as to how any holder of Support common stock or any other person should vote or whether such holder of Support common stock or such other person should take any other action in connection with the Merger or any other matter.

BTIG’s Opinion was approved by BTIG’s opinion committee in accordance with BTIG’s customary practice. The Opinion was provided for the information of, and directed to, the Support board for its information and assistance in connection with its consideration of the financial terms of the Merger.

In arriving at its Opinion, BTIG, among other things, with respect to Support:

 

   

reviewed certain publicly available business and financial information relating to Support that BTIG deemed to be relevant, including publicly available research analysts’ estimates;

 

   

reviewed and discussed with Support’s management certain non-public projected financial and operating data relating to Support prepared and furnished to BTIG by management of Support (the “Support Projections”);

 

   

discussed past and current operations, financial projections and current financial condition of Support with management of Support (including their views on the risks and uncertainties of achieving the Support Projections);

 

   

reviewed the reported prices and the historical trading activity of the Support common stock;

 

   

compared the financial performance of Support and its stock market trading multiples with those of certain other publicly traded companies that BTIG deemed relevant; and

 

   

compared the financial performance of Support and the valuation multiples implied by the transactions contemplated by the Merger Agreement with those of certain other transactions that BTIG deemed relevant.

BTIG also, among other things, with respect to Greenidge:

 

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reviewed industry metrics and competitive positioning within the overall bitcoin mining industry and assessed the cash flow outcomes for different assumed spot prices, mining hardware efficiencies, and for other key considerations that BTIG deemed relevant;

 

   

reviewed and discussed with the management of Greenidge certain non-public projected financial and operating data relating to Greenidge prepared and furnished to BTIG by the management of Greenidge (the “Greenidge Projections”);

 

   

analyzed facility buildout and hardware delivery schedules to understand downside risks to baseline cash flow projections, in light of historical expansion schedules and mining hardware vendor performance;

 

   

reviewed the power generation activities of the business to understand the operational and financial outlook assuming a downturn in the spot price of bitcoin that could potentially result in merchant dispatch activities becoming the primary revenue stream for the assets;

 

   

examined historical behavior in regard to retaining versus selling mined bitcoin on the spot market, and explored the operational infrastructure in place in regard to potential hedging programs;

 

   

compared the financial performance of Greenidge and its stock market trading multiples with those of certain other publicly traded companies that BTIG deemed relevant;

 

   

held discussions with the management of Greenidge regarding business operations and conditions; and

 

   

reviewed the pro forma impact of the transactions contemplated by the Merger Agreement on certain financial information of Greenidge, including Greenidge’s cash flow, capitalization and financial ratios.

BTIG also, among other things:

 

   

reviewed a draft of the Merger Agreement dated March 18, 2021;

 

   

participated in certain discussions and negotiations among representatives of Support, Greenidge, the Investor and their financial and legal advisors; and

 

   

performed such other analyses, reviewed such other information and considered such other factors as BTIG deemed appropriate.

In rendering its Opinion, BTIG assumed and relied upon, with Support’s acknowledgment and consent and without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to BTIG by Support and Greenidge, and BTIG did not assume any responsibility for independently verifying any of such information. With respect to the Support Projections and the Greenidge Projections, BTIG was advised by the managements of Support and Greenidge, respectively, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Support and Greenidge of the future financial performance of Support and Greenidge, respectively. BTIG further relied upon, without independent verification, the assessment of Support and Greenidge and their respective legal, tax, regulatory and accounting advisors with respect to legal, tax, regulatory and accounting matters.

In addition, BTIG assumed that (i) the transactions contemplated by the Merger Agreement will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the transactions contemplated by the Merger Agreement will be treated as a tax-free reorganization pursuant to the Code, and (ii) in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the transactions contemplated by the Merger Agreement, no delays, limitations, conditions or restrictions will be imposed that would have an adverse effect on Support, Greenidge or the contemplated benefits expected to be derived from the transactions contemplated by the Merger Agreement. BTIG also assumed, with Support’s consent, that the fully diluted amount of outstanding shares of capital stock of Support as calculated pursuant to the Merger Agreement will not be less than 24,213,474.

The Opinion is limited to whether, as of the Signing Date, the Per Share Merger Consideration to be received by the holders of Support common stock (other than the Investor) pursuant to the Merger Agreement was fair, from a financial point of view, to the holders of shares of Support common stock (other than the Investor), and does not address the relative merits of the transactions contemplated by the Merger Agreement as compared to any alternative business transaction, or other alternatives, or whether or not such alternatives could have been achieved or were available. The Opinion also does not address, and BTIG expresses no opinion as to, (i) the relative fairness of the allocation of the consideration between holders of Support common stock and holders of Support options and Support awards or (ii) the fairness of the amount or nature of the compensation to the Investor or to any of Support’s officers, directors or employees, or any class of such persons, relative to the Per Share Merger Consideration to be received by the holders of shares of Support common stock (other than the Investor) in the transactions contemplated by the Merger Agreement. In addition, the Opinion does not in any manner address the prices or volumes at which the class A common stock will trade following consummation of the Merger or at any time.

 

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BTIG did not make any independent valuation or appraisal of the assets or liabilities of Support or Greenidge, nor was it furnished with any such valuations or approvals. The Opinion is necessarily based on financial, economic, market and other conditions as in effect on the Signing Date, and on the information made available to BTIG as of the Signing Date. Events occurring after the date of the Opinion may affect the Opinion and the assumptions used in preparing it, and BTIG does not assume any obligation to update, revise or reaffirm the Opinion.

The summary set forth below under “—Summary of Material Support Financial Analyses,” “—Summary of Material Greenidge Financial Analyses” and “—Summary of Material Relative Financial Analyses” does not purport to be a complete description of the analyses performed by BTIG, but describes, in summary form, the material elements of the presentation that BTIG made to the Support board on the Signing Date, in connection with the Opinion. In accordance with customary investment banking practice, BTIG employed generally accepted valuation methods and financial analyses in reaching its Opinion. The following is a summary of the material financial analyses performed by BTIG in arriving at its Opinion. These summaries of financial analyses alone do not constitute a complete description of the financial analyses BTIG employed in reaching its conclusions.

None of the analyses performed by BTIG were assigned a greater significance by BTIG than any other, nor does the order of analyses described represent relative importance or weight given to those analyses by BTIG. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BTIG, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BTIG. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BTIG. The summary text and tables set forth below do not represent and should not be viewed by anyone as constituting conclusions reached by BTIG with respect to any of the analyses performed by it in connection with its Opinion. Rather, BTIG made its determination as to the fairness to the holders of shares of Support common stock (other than the Investor) of the Per Share Merger Consideration to be received by the holders of Support common stock (other than the Investor) pursuant to the Merger Agreement, from a financial point of view, on the basis of its experience and professional judgment after considering the results of all of the analyses performed. Except as otherwise noted, the information utilized by BTIG in its analyses, to the extent that it is based on market data, is based on market data as it existed on or before the Signing Date and is not necessarily indicative of current market conditions. The analyses described below do not purport to be indicative of actual future results, or to reflect the prices at which any securities may trade in the public markets, which may vary depending upon various factors, including changes in interest rates, dividend rates, market conditions, economic conditions, and other factors that influence the price of securities.

Summary of Material Support Financial Analyses

In conducting its analysis, BTIG used three primary methodologies: selected public companies analysis; selected precedent transactions analysis; and discounted cash flow analysis. No individual methodology was given a specific weight, nor can any methodology be viewed individually. Additionally, no company or transaction used in any analysis as a comparison is identical to Support or the Merger, and they all differ in material ways. Accordingly, an analysis of the results described below is not mathematical; rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading value of the selected companies or transactions to which they are being compared. BTIG used these analyses to determine the impact of various operating metrics on the implied enterprise value of Support. Each of these analyses yielded a range of implied enterprise values, and therefore, such implied enterprise value ranges developed from these analyses were viewed by BTIG collectively and not individually. In delivering its Opinion to the Support board of directors, BTIG utilized the financial projections and estimates regarding Support prepared by Support and supplied to BTIG by Support.

Selected Public Companies Analysis.    BTIG reviewed, analyzed, and compared certain financial information relating to Support to corresponding publicly available financial information and market multiples for the following four publicly traded technical support solutions companies (which is referred to in this section as the “Support selected companies”):

 

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Concentrix Corporation;

 

   

Sykes Enterprises, Incorporated;

 

   

Atento S.A.; and

 

   

StarTek, Inc.

BTIG reviewed, among other things, the enterprise values of the Support selected companies as a multiple of the twelve months ending December 31 (“calendar year” or “CY”) 2020, 2021 and 2022 estimated revenue and estimated earnings before interest, taxes, depreciation and amortization (which is referred to in this section as “EBITDA”), respectively, based on estimates provided by Capital IQ.

The following table sets forth the enterprise values as a multiple of calendar year 2020, 2021 and 2022 estimated revenue and EBITDA for the Support selected companies.

 

     Price per
share as of
3/17/21
     Enterprise
Value (in
millions)
     Enterprise Value as a Multiple of  
     Revenue      EBITDA  
     2020E      2021E      2022E      2020E      2021E      2022E  

Concentrix Corporation

   $ 138.75      $ 8,747        1.9x        1.7x        1.7x        14.1x        11.6x        10.7x  

Sykes Enterprises, Incorporated

     44.59        1,903        1.1x        1.0x        1.0x        9.8x        8.8x        8.2x  

Atento S.A.

     21.84        840        0.6x        0.6x        0.6x        5.5x        4.4x        4.2x  

StarTek, Inc.

     8.81        571        0.9x        0.8x        0.8x        11.0x        8.1x        7.0x  
        Low        0.6x        0.6x        0.6x      5.5x        4.4x        4.2x  
        Mean        1.1x        1.1x        1.0x        10.1x        8.2x        7.5x  
        Median        1.0x        0.9x        0.9x        10.4x        8.5x        7.6x  
        High        1.9x        1.7x        1.7x        14.1x        11.6x        10.7x  

BTIG compared the results of this analysis to the $54.9 million pro forma enterprise value of Support derived from the $1.1 billion pro forma enterprise value of the combined company implied by the percentage of shares to be issued as part of the Merger Consideration in consideration for Support’s estimated closing cash. The enterprise value of Support implied by the estimated Merger Consideration fell within or above the range of enterprise values resulting from this analysis, supporting a conclusion that, as of the date of BTIG’s Opinion, the Per Share Merger Consideration to be received by the holders of Support common stock (other than the Investor) pursuant to the Merger Agreement was fair, from a financial point of view, to the holders of shares of Support common stock (other than the Investor).

BTIG selected the companies used in this analysis on the basis of its experience and knowledge of companies in the industry in which Support operates and various factors, including the size of the company and the similarity of the lines of business to Support’s lines of business, as well as the business models, product offerings, operating margin profiles and end-market exposure of such companies. As noted above, no company used as a comparison is identical to Support. Accordingly, these analyses are not purely mathematical, but also involve complex considerations and judgments concerning the differences in financial and operating characteristics of the selected companies and other factors.

Selected Precedent Transactions Analysis.    

BTIG reviewed and analyzed certain publicly available information for the following acquisitions involving digital technology, information technology, communication, software development, information processing and other target companies that were announced between August 2018 and February 2021, which disclosed valuation metrics and where the acquired company had an enterprise value greater than $1 million.

 

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Announced

Date

  

Target

  

Buyer

   Implied
Enterprise
Value ($m)
     Enterprise Value/LTM  
                      Revenue      EBITDA  

02/11/21

   Synacor, Inc.   

Centre Lane Partners, LLC; Centre Lane

Partners V, L.P.

   $ 93        1.11x        21.9x  

02/03/21

   TSR, Inc.    Qar Industries, Inc.      14        0.24x        15.9x  

01/29/21

   Star2Star Communications, LLC    Sangoma Technologies Corporation      438        5.52x        29.9x  

01/12/21

  

PersistIQ, Inc.

   Wishpond Technologies Ltd.      3        2.73x        NA  

12/07/20

  

IMImobile PLC

   Cisco Systems Holdings UK Limited      720        3.28x        25.6x  

12/07/20

  

CounterPath Corporation

   Alianza, Inc.      26        1.89x        16.8x  

11/30/20

  

Loxysoft AB/ Loxysoft AS

   LeadDesk Oy      21        2.58x        NA  

11/13/20

  

HGS Digital LLC, USA

   Hinduja Global Solutions UK Limited      22        1.21x        NA  

10/30/20

  

GGGolf Inc

   Ackroo Canada Inc.      2        2.22x        NA  

10/26/20

  

Business Search Technologies

Corporation

   Geniee, Inc.      10        2.44x        NA  

10/12/20

  

JP-Secure Inc.

   E-Guardian Inc.      8        2.95x        NA  

10/08/20

  

Insung Information Co., Ltd

   Snet systems Inc.      133        0.62x        25.7x  

10/06/20

  

Smartbox Assistive Technology

Ltd/Sensory Software

International Ltd.

   Smartbox Holdings Ltd.      17        1.34x        NA  

09/23/20

  

Active Co., Ltd.

   Cross Cat Co., Ltd.      5        0.41x        NA  

09/18/20

  

EasyVista S.A.

   Eurazeo PME      162        3.20x        24.6x  

09/10/20

  

Virtusa Corporation

   Baring Private Equity Asia      2,175        1.68x        18.1x  

08/26/20

  

HiQ International AB (publ)

   Triton; Triton Fund V L.P.      431        2.10x        15.5x  

08/21/20

  

Visma AS

  

Warburg Pincus LLC; HgCapital LLP; TPG

Capital, L.P.; Canada Pension Plan

Investment Board; Hg Saturn 2

     12,172        6.49x        30.0x  

08/14/20

  

Softbrain Co., Ltd.

  

Ant Capital Partners Co., Ltd.; Ant Bridge

No. 5 A Investment Business Limited

Partnership

     212        2.38x        20.0x  

08/11/20

  

Jiangsu Wisoft Information

Technology Limited

   Thunder Software Technology Co., Ltd.      7        1.55x        NA  

07/20/20

  

Japan PC Service Co., Ltd.

   OW Wave Co., Ltd.      43        0.89x        24.6x  

11/04/19

  

Netalogue Technologies plc

   Truecommerce Holdings Limited      7        4.01x        20.8x  

05/27/20

  

iTicket Corporation

   M3, Inc.      8        1.39x        NA  

04/28/20

  

DivvyCloud Corporation

   Rapid7 LLC      148        23.2x        NA  

04/24/20

  

Substantially All Assets of CEO

Imaging Systems, Inc.

   Intellinetics, Inc.      1        1.34x        NA  

04/15/20

  

Castleton Technology plc

   MRI Software Limited      103        3.28x        15.4x  

02/12/20

  

Business & Decision SA

   Orange Business Services SA      139        0.63x        27.2x  

11/26/19

  

Rostrvm Solutions Limited

   IMImobile PLC      4        1.59x        17.5x  

11/11/19

  

Carbonite, Inc.

   Open Text Corporation      1,396        3.44x        24.3x  

05/01/19

  

Lambert Automation Limited

   Mpac Group plc      20        0.85x        15.2x  

04/29/19

  

Xware AB

   WiseTech Global Limited      20        0.85x        15.2x  

02/11/19

  

PathUX, LLC

   Beyond Commerce, Inc.      6        3.99x        16.9x  

12/20/18

  

Cortex Business Solutions Inc.

   TransZap P2P Canada, Inc.      30        3.26x        21.4x  

08/16/18

  

Trinium Technologies, LLC

   WiseTech Global Limited      50        6.02x        19.1x  
      25th Percentile         1.3x        16.8x  
      Median         2.3x        20.4x  
      Mean         3.1x        21.0x  
      75th Percentile         3.3x        24.6x  

 

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BTIG selected the precedent transactions based upon its experience and knowledge of companies in each of the relevant industries. Although none of the transactions are directly comparable to the Merger, nor are any of the target companies directly comparable to Support, BTIG selected transactions involving target companies with similar characteristics to the characteristics identified above in the selected public company analysis.

BTIG compared the results of this analysis to the $54.9 million pro forma enterprise value of Support derived from the $1.1 billion pro forma enterprise value of the combined company implied by the percentage of shares to be issued as part of the Merger Consideration in consideration for Support’s estimated closing cash. The enterprise value of Support implied by the estimated Merger Consideration fell within or above the range of enterprise values resulting from this analysis, supporting a conclusion that, as of the date of BTIG’s Opinion, the Per Share Merger Consideration to be received by the holders of Support common stock (other than the Investor) pursuant to the Merger Agreement was fair, from a financial point of view, to the holders of shares of Support common stock (other than the Investor), Merger were fair to the holders of Support common stock (other than the Investor).

Because the market conditions, rationale, and circumstances surrounding each of the transactions analyzed were specific to each transaction and because of the inherent differences between Support’s businesses, operations and prospects and those of the acquired companies above, BTIG believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the analysis. Accordingly, BTIG also made qualitative judgments concerning the differences between the characteristics of these transactions (including market conditions, rationale, and circumstances surrounding each of the transactions, and the timing, type and size of each of the transactions).

Discounted Cash Flow Analysis.

Discounted cash flow analysis is an important valuation methodology that calculates a company’s intrinsic value by discounting its future cash flows to their present value. Free cash flows are projected based on reasonable revenue growth, margin, working capital, and capital expenditure assumptions that conform to industry and company-specific research. These cash flows are then discounted to the present value using a weighted average cost of capital.

BTIG utilized the financial projections and estimates regarding Support prepared by the management of Support and supplied to BTIG by Support, to perform a discounted cash flow analysis of Support. The projections and estimates supplied to and utilized by BTIG are summarized below under “— Certain Projected Financial Information.” In conducting this analysis, BTIG assumed that Support would perform in accordance with these projections and estimates. BTIG performed an analysis of the present value of the unlevered cash flows that Support’s management projected Support would generate for calendar year 2021 through calendar year 2026.

BTIG utilized illustrative terminal values in the year 2026 based on a range of terminal multiples of 3.0x to 7.0x on projected calendar years 2021 to 2026 EBITDA. BTIG discounted the cash flows projected for the specified period using discount rates ranging from 9.1% to 17.1%, reflecting estimates of Support’s weighted average cost of capital. The weighted average cost of capital was calculated as 13.1%, derived using standard industry practices and inclusive of an additional 1.0% risk premium representing additional risk not captured by analysis of markets, public comparables and size, which may include, among other things, lack of liquidity, limited equity research or industry coverage, recent material changes to company strategy, recent executive team turnover and other factors. The projected tax rate was assumed to be 29.8%. The risk-free rate equaled the rate of the 5-year treasury note at the time of valuation. The market risk premium of 5.5% is based on Duff & Phelps’ recommended U.S. equity market risk premium published in the Duff & Phelps 2020 SBBI Yearbook. The beta was based on the levered betas of the Support selected companies. BTIG then included a size premium of 5.6% to represent the risk of investing in a small-cap, public entity, based on the Duff & Phelps 2020 SBBI Yearbook.

 

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The above analysis resulted in implied equity values for Support ranging from approximately $36.2 million to approximately $56.0 million. BTIG compared the results of this analysis to the approximately $73.4 million pro forma equity value of Support, after excluding shares of Support common stock held by the Investor, derived from the $1.1 billion pro forma enterprise value of the combined company implied by the percentage of shares to be issued as part of the Merger Consideration in consideration for Support’s estimated closing cash. The equity value of Support implied by the Merger Consideration was above the range of equity values resulting from this analysis. The analysis also resulted in implied share prices for Support ranging from $1.80 per share to $2.78 per share. BTIG compared the results of this analysis to the share price of $3.47 derived from the pro forma enterprise value of the combined company of $1.1 billion that BTIG used in its analysis at the direction of Support, which was implied by the percentage of shares to be issued as part of the Merger Consideration in consideration for Support’s estimated closing cash, after adjustment to reflect additional cash of $7.2 million and approximately 3.9 million additional shares subscribed for and purchased by the Investor pursuant to the Subscription Agreement for a purchase price of $1.85 per share. The share price of Support implied by the Merger Consideration was above the range of share prices resulting from the analysis. In each case, the results of BTIG’s analysis supported a conclusion that, as of the date of the Opinion, the Per Share Merger Consideration to be received by the holders of Support common stock (other than the Investor) pursuant to the Merger Agreement was fair, from a financial point of view, to the holders of shares of Support common stock (other than the Investor).

Summary of Material Greenidge Financial Analyses

Selected Public Companies Analysis.    

BTIG reviewed, analyzed, and compared certain financial information relating to Greenidge to corresponding publicly available financial information and market multiples for:

(i) the following seven publicly traded cryptocurrency mining operations companies (the “Greenidge selected cryptocurrency mining companies”):

 

   

Riot Blockchain, Inc.;

 

   

Marathon Digital Holdings, Inc.;

 

   

HIVE Blockchain Technologies Ltd.;

 

   

Hut 8 Mining Corp.;

 

   

Bit Digital, Inc.;

 

   

Bitfarms Ltd.; and

 

   

DMG Blockchain Solutions Inc.

(ii) the following six publicly traded data center companies (the “Greenidge selected data center companies”):

 

   

Equinix, Inc.;

 

   

Digital Realty Trust, Inc.;

 

   

CyrusOne Inc;.

 

   

CoreSite Realty Corporation;

 

   

QTS Realty Trust, Inc.; and

 

   

Switch, Inc.

and (iii) the following two publicly traded blockchain and cryptocurrency companies (the “Greenidge selected blockchain companies”):

 

   

CryptoVoyager Digital Ltd.; and

 

   

Galaxy Digital Holdings Ltd.

The Greenidge selected cryptocurrency mining companies, the Greenidge selected data center companies and the Greenidge selected blockchain companies, together, are referred to as the “Greenidge selected companies”. BTIG reviewed, among other things, the enterprise values of the Greenidge selected companies as a multiple of calendar year December 31, 2020, 2021 and 2022 estimated revenue and EBITDA, respectively, based on estimates provided by Capital IQ.

The following table sets forth the enterprise values as a multiple of calendar year 2020, 2021 and 2022 estimated revenue and EBITDA for the Greenidge selected companies.

 

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Greenidge selected cryptocurrency mining companies

 

     Price per
share as of
3/17/21
     Enterprise
Value (in
millions)
     Enterprise Value as a Multiple of  
     Revenue      EBITDA  
     2020E      2021E      2022E      2020E      2021E      2022E  

Riot Blockchain, Inc.

   $ 64.74      $ 4,342        417.5x        27.4x        NA        NA        57.2x        NA  

Marathon Digital Holdings, Inc.

     43.18        4,266        937.6x        14.4x        NA        NA        NA        NA  

HIVE Blockchain Technologies Ltd.

     3.88        1,422        NA        NA        NA        NA        NA        NA  

Hut 8 Mining Corp.

     8.64        1,018        34.7x        7.5x        NA        11.2x        NA        NA  

Bit Digital, Inc.

     17.83        857        NA        NA        NA        NA        NA        NA  

Bitfarms Ltd.

     5.19        720        22.7x        9.2x        NA        NA        NA        NA  

DMG Blockchain Solutions Inc.

     2.07        284        NA        NA        NA        NA        NA        NA  
        Low        22.7x        7.5x        0.0x      0.0x      11.2x        0.0x
        Mean        353.1x        14.6x        NA        NA        34.2x        NA  
        Median        226.1x        11.8x        NA        NA        34.2x        NA  
        High        937.6x        27.4x        0.0x        0.0x        57.2x        0.0x  

Greenidge selected data center companies

 

     Price per
share as of
3/17/21
     Enterprise
Value (in
millions)
     Enterprise Value as a Multiple of  
     Revenue      EBITDA  
     2020E      2021E      2022E      2020E      2021E      2022E  

Equinix, Inc.

   $ 656.45      $ 58,613        11.8x        10.7x        9.8x        24.9x        22.7x        20.4x  

Digital Realty Trust, Inc.

     134.68        37,861        14.1x        12.6x        11.7x        25.4x        23.4x        21.6x  

CyrusOne Inc.

     66.15        7,968        11.1x        10.2x        9.3x        21.4x        19.7x        17.8x  

CoreSite Realty Corporation

     116.03        4,962        11.4x        10.6x        9.8x        21.4x        20.1x        18.5x  

QTS Realty Trust, Inc.

     62.61        4,047        12.2x        10.7x        9.5x        22.3x        19.4x        17.2x  

Switch, Inc.

     15.66        1,994        6.5x        6.1x        5.4x        12.7x        11.7x        10.5x  
        Mean        11.2x        10.1x        9.3x        21.3x        19.5x        17.7x  
        Median        11.6x        10.7x        9.6x        21.9x        19.9x        18.1x  

Greenidge selected blockchain companies

 

     Price per
share as of
3/17/21
     Enterprise
Value (in
millions)
     Enterprise Value as a Multiple of  
     Revenue      EBITDA  
     2020E      2021E      2022E      2020E      2021E      2022E  

Voyager Digital Ltd.

   $ 23.18      $ 3,279        NA        13.9x        NA        NA        23.0x        NA  

Galaxy Digital Holdings Ltd.

     18.77        1,737        36.4x        37.2x        NA        159.7x        NA        NA  
        Mean        36.4x        25.5x        NA        159.7x        23.0x        NA  
        Median        36.4x        25.5x        NA        159.7x        23.0x        NA  

BTIG selected the companies used in this analysis on the basis of its experience and knowledge of companies in the industries in which Greenidge operates and various factors, including the size of the company and the similarity of the lines of business to Greenidge’s lines of business, as well as the business models, product offerings, operating margin profiles and end-market exposure of such companies. As noted above, no company used as a comparison is identical to Greenidge. Accordingly, these analyses are not purely mathematical, but also involve complex considerations and judgments concerning the differences in financial and operating characteristics of the selected companies and other factors.

 

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Discounted Cash Flow Analysis.

BTIG utilized the financial projections and estimates regarding Greenidge prepared by management of Greenidge and supplied to BTIG by Greenidge, to perform a discounted cash flow analysis of Greenidge. The projections and estimates supplied to and utilized by BTIG are summarized below under “— Certain Projected Financial Information.”. In conducting this analysis, BTIG assumed that Greenidge would perform in accordance with these projections and estimates. BTIG performed an analysis of the present value of the unlevered cash flows that Greenidge’s management projected Greenidge would generate for calendar year 2021 through calendar year 2026.

BTIG utilized illustrative terminal values in the year 2026 based on a range of terminal multiples of 15.0x to 25.0x on projected calendar years 2021 to 2026 EBITDA. BTIG discounted the cash flows projected for the specified period using discount rates ranging from 7.8% to 15.8%, reflecting estimates of Greenidge’s weighted average cost of capital. The weighted average cost of capital was calculated as 11.8%, derived using standard industry practices and inclusive of an additional 3.0% risk premium representing additional risk not captured by analysis of markets, public comparables and size, which may include, among other things, lack of liquidity, limited equity research or industry coverage, recent material changes to company strategy, recent executive team turnover and other factors. The projected tax rate was assumed to be 28%.

Given a weighted average cost of capital of approximately 11.8%, BTIG used discount rates of 7.8% to 15.8% and terminal multiples of 15.0x to 25.0x to sensitize the analysis. This analysis resulted in implied equity values for Greenidge ranging from approximately $1.492 billion to approximately $3.328 billion.

In addition, BTIG performed a discounted cash flow analysis of the pro forma combined company, utilizing the Greenidge Projections and the Support Projections and assuming no synergies. For this analysis, BTIG utilized the same weighted average cost of capital, discount rates and terminal multiples as it used to conduct a discounted cash flow analysis of Greenidge, as described above. This analysis resulted in implied equity values for the share of the pro forma combined company to be held by former holders of Support common stock following the Merger ranging from approximately $112.8 million to approximately $255.5 million.

Summary of Material Relative Financial Analysis

Pro Forma Analysis. At the direction of Support, BTIG used in its analyses a pro forma enterprise value of the combined company of $1.1 billion, which was implied by the percentage of shares to be issued as part of the Merger Consideration in consideration for Support’s estimated closing cash, from which an implied price of $3.47 per Support share following the investment by the Investor was derived. BTIG then performed a pro forma analysis to calculate the implied pro forma equity valuation and implied pro forma enterprise valuation for each of (i) the pro forma combined company following the Merger and (ii) the portion of the pro forma combined company to be held by former holders of Support common stock following the Merger, in each case utilizing an illustrative range of share prices of Support shares (which analysis also illustrates, inversely, (1) the value of the Merger Consideration payable in respect of each Support share, and (2) the implied pro forma equity valuation and implied pro forma enterprise valuation of the portion of the pro forma combined company to be held by former holders of Support common stock following the Merger, in the event the equity valuation and enterprise valuation of the combined company were to increase to such levels):

 

(in millions except per share data)    Support
price per
share as of
3/17/21
     Implied
pro forma
merger
consideration
per share of
Support post
Investor
investment
     Illustrative Valuation at Various Support Share Prices  
   $ 2.15      $ 3.47      $ 6.00      $ 7.50      $ 9.00      $ 10.50      $ 12.00  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Implied Pro Forma Equity Value

   $ 722.6      $ 1,167.1      $ 2,016.6      $ 2,520.8      $ 3,024.9      $ 3,529.1      $ 4,033.2  

Implied Pro Forma Enterprise Value

     655.0        1,100.0        1,949.0        2,453.1        2,957.3        3,461.5        3,965.6  

Implied Pro Forma Equity Value for Support

     54.4        87.9        151.8        189.7        227.7        265.6        303.6  

Implied Pro Forma Enterprise Value for Support

     49.3        82.8        146.7        184.7        222.6        260.6        298.5  

 

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Conclusion

Based upon the foregoing analyses and the assumptions and limitations set forth in full in the text of the Opinion, BTIG was of the opinion that, as of the date of the Opinion, and subject to and based on the assumptions made, procedures followed, factors considered, limitations of the review undertaken and qualifications contained in such Opinion, the Per Share Merger Consideration to be received by the holders of Support common stock (other than the Investor) pursuant to the Merger Agreement was fair, from a financial point of view, to the holders of shares of Support common stock (other than the Investor).

Miscellaneous

As noted above, the discussion under “—Summary of Material Support Financial Analyses,” “—Summary of Material Greenidge Financial Analyses” and “—Summary of Material Relative Financial Analyses” represents a summary of the material financial analyses presented by BTIG to Support’s board of directors in connection with its Opinion and is not a comprehensive description of all analyses undertaken by BTIG in connection with its Opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BTIG believes that its analyses summarized above must be considered as a whole. BTIG further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BTIG’s analyses and Opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BTIG considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Support and Greenidge. The estimates of the future performance of Support and Greenidge in or underlying BTIG’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BTIG’s analyses. These analyses were prepared solely as part of BTIG’s analysis of the fairness, from a financial point of view, as of the Signing Date, of the Per Share Merger Consideration to be received by the holders of Support common stock (other than the Investor) pursuant to the Merger Agreement, to the holders of shares of Support common stock (other than the Investor), and were provided to the Support board in connection with the delivery of BTIG’s Opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BTIG’s view of the actual values of Support or Greenidge.

The type and amount of consideration payable in the Merger was determined through negotiations between Support and Greenidge, rather than by any financial advisor, and was approved by the Support board. The decision to enter into the Merger Agreement was solely that of the Support board. As described above, BTIG’s Opinion and analyses were only one of many factors considered by the Support board in its evaluation of the Merger and should not be viewed as determinative of the views of the Support board or management with respect to the Merger or the Merger Consideration.

Pursuant to the engagement letter between Support and BTIG, BTIG became entitled to receive a fee of $300,000 upon delivery of its Opinion and, contingent upon the consummation of the Merger, will be entitled to receive an additional $450,000. In addition, Support has agreed to reimburse BTIG for certain of its out-of-pocket expenses, including legal fees, and have agreed to indemnify BTIG against certain liabilities, including under applicable laws.

BTIG, as part of its investment banking business, is continuously engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. BTIG or its affiliates may provide investment and corporate banking services to Support and Greenidge and their respective affiliates in the future, for which BTIG or its affiliates may have received or will receive customary fees. BTIG provides a full range of financial advisory and securities services and, in the course of its normal trading activities, may from time to time effect transactions and hold securities, including, without limitation, derivative securities, of Support or Support’s affiliates for its own account and for the accounts of customers.

Certain Prospective Financial Information

Certain Unaudited Prospective Financial Information of Support and Greenidge

Support does not, as a matter of course, publicly disclose forecasts or internal projections as to its future performance, earnings or other results due to, among other reasons, the inherent uncertainty and subjectivity of the underlying assumptions and estimates. However, Support and Greenidge are including certain unaudited prospective financial information in this section of this proxy statement/prospectus because they were shared between Support and their respective advisors in connection with the discussions regarding, and provided to the Support board for purposes of considering and evaluating, the Merger and the Merger Agreement, and because they were among the financial information provided to and considered by BTIG for the purpose of performing financial analyses in connection with the delivery of its Opinion, as described above in “—Opinion of Supports Financial Advisor”. In this proxy statement/prospectus, Support’s unaudited prospective financial information included in Table 1 in this section of this proxy statement/prospectus is referred to as the “Support Projections,” and Greenidge’s unaudited prospective financial information included in Table 2 in this section of this proxy statement/prospectus is referred to as the “Greenidge Projections.” Neither the Support Projections nor the Greenidge Projections were prepared for the purpose of, or with a view toward, public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, published guidelines of the SEC regarding forward-looking statements or generally accepted accounting principles. The Support Projections and the Greenidge Projections are not being included in this proxy statement/prospectus in order to influence any Support stockholder as to whether or how such stockholder should vote or act with respect to the approval of any the proposals presented at the Support special meeting or any other matter.

 

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Although presented with numeric specificity, the Support Projections and the Greenidge Projections reflect numerous estimates and assumptions made by the management of Support and Greenidge, respectively, at the time such prospective financial information was prepared or approved for use. The estimates and assumptions underlying the Support Projections and the Greenidge Projections involve judgments with respect to, among other things, economic, competitive, financial, market and industry conditions and future business decisions and contingencies that may not be realized and that are inherently subject to significant business, economic, competitive, financial, market and industry uncertainties and risks, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industries in which Support and Greenidge, respectively, operate, and the risks and uncertainties described in “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” of this proxy statement/prospectus and in the reports that Support files with the SEC from time to time, all of which are difficult to predict and many of which are outside the control of Support and Greenidge, respectively, and will be beyond the control of the combined company. There can be no assurance that the underlying assumptions would prove to be accurate or that the expected contingencies or estimated results would be realized, and actual results could differ materially from those reflected in the Support Projections and the Greenidge Projections, whether or not the transactions contemplated by the Merger Agreement are completed. Further, these assumptions do not include all potential actions that the management of Support and the management of Greenidge, respectively, could or might have taken during these time periods. The inclusion in this proxy statement/prospectus of the Support Projections and the Greenidge Projections should not be regarded as an indication that Support, the Support board, Greenidge, the Greenidge board, or any of their respective advisors considered, or now consider, the Support Projections or the Greenidge Projections to be material information to any Support stockholder particularly in light of the inherent risks and uncertainties associated with such Support Projections and Greenidge Projections. The Support Projections and the Greenidge Projections are not fact and should not be relied upon as being necessarily indicative of actual future results.

The Support Projections and the Greenidge Projections also reflect numerous variables, expectations and assumptions based on information available to the management of Support and the management of Greenidge, respectively, at the time the Support Projections and the Greenidge Projections, respectively, were prepared, that are subject to change and do not take into account changes in such variables, expectations, assumptions or information or in any underlying circumstances or events occurring after the date the Support Projections and the Greenidge Projections, as the case may be, were prepared. No assurances can be given that if the Support Projections or the Greenidge Projections had been prepared, and if and the underlying variables, expectations and assumptions had been evaluated or made, as of the date of this proxy statement/prospectus, similar variables, expectations or assumptions would be used and similar Support Projections or Greenidge Projections would be prepared. In addition, the Support Projections and the Greenidge Projections may not reflect the manner in which the combined company would operate after the Merger. Neither Support nor Greenidge has updated the Support Projections or the Greenidge Projections, respectively, included in this proxy statement/prospectus, and none of Support, Greenidge nor, after completion of the Merger, the combined company, undertakes any obligation to update or otherwise revise the Support Projections or the Greenidge Projections to reflect circumstances existing since their preparation or to reflect the occurrence of subsequent or unanticipated circumstances or events, even in the event that any or all of the underlying variables, expectations, assumptions or information are shown to be in error, or to reflect changes in economic, competitive, financial, market or industry conditions.

In light of the foregoing, and considering that the Support special meeting will be held several months after the Support Projections and the Greenidge Projections were prepared, as well as the uncertainties inherent in any forecasted information, Support stockholders are cautioned not to place unwarranted reliance on such information, and are urged to review Support’s most recent SEC filings for a description of its reported financial results and the financial statements of Support incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” for further information.

The Support Projections were prepared by, and are the responsibility of, the management of Support. Plante & Moran, PLLC (“Plante & Moran”), in its capacity as Support’s independent registered public accounting firm, has not audited, reviewed, examined, compiled or applied agreed upon procedures with respect to the Support Projections and, accordingly, Plante & Moran has not expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the Support Projections. The Greenidge Projections were prepared by, and are the responsibility of, the management of Greenidge. Armanino LLP (“Armanino”), in its capacity as Greenidge’s independent registered public accounting firm, has not audited, reviewed, examined, compiled or applied agreed upon procedures with respect to the Greenidge Projections and, accordingly Armanino has not expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the Greenidge Projections. The reports of Support’s and Greenidge’s respective independent registered public accounting firms incorporated by reference in this proxy statement/prospectus relate to the historical financial information of Support and Greenidge, respectively. Such reports do not extend to the Support Projections or the Greenidge Projections and should not be read to do so. No independent registered public accounting firm has examined, compiled or otherwise performed any procedures with respect to the Support Projections or the Greenidge Projections.

The Support Projections and the Greenidge Projections contain certain non-GAAP financial measures that Support and Greenidge, respectively, believe are helpful in understanding their respective past financial performance and future results. The management of Support and the management of Greenidge regularly use a variety of financial measures that are not in accordance with GAAP for forecasting, budgeting and measuring financial performance. The non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures. While Support and Greenidge believe that these non-GAAP financial measures may provide meaningf