As filed with the Securities and Exchange Commission on October 18, 2022

No. 333-______

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________

SILVERSUN TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)

_____________________

Delaware		7374		16-1633636
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

_____________________

SilverSun Technologies, Inc.
120 Eagle Rock Avenue
East Hanover, New Jersey 07936
(973) 396-1720
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_____________________

Mark Meller
Chief Executive Officer
SilverSun Technologies, Inc.
120 Eagle Rock Avenue
East Hanover, New Jersey 07936
(973) 396-1720
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________

With copies to:

Matthew R. Pacey, P.C.
Anne Peetz
Thomas K. Laughlin, P.C.
Douglas E. Bacon, P.C.
Kirkland & Ellis LLP
609 Main St. 4700
Houston, TX 77002
(713) 836-3600

Chase Blackmon
Chief Executive Officer
Rhodium Enterprises, Inc.
4146 W US Hwy 79
Rockdale, TX 76567
(956) 746-3486

Joseph M. Lucosky, Esq.
Lucosky Brookman LLP
101 Wood Avenue South, 5th Floor
Woodbridge, New Jersey 08830
(732) 395-4400

___________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and upon consummation of the Merger described in the enclosed 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, 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 complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

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 this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be sold until the registration statement, as filed with the Securities and Exchange Commission (of which this preliminary proxy statement/prospectus is a part) is effective. This preliminary proxy statement/prospectus is not an offer to sell nor should it be considered a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities, in any state where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT AND PROSPECTUS — SUBJECT TO COMPLETION,
DATED OCTOBER 18, 2022

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
OF
SILVERSUN TECHNOLOGIES, INC.
AND
PROSPECTUS FOR UP TO 160,261,591 SHARES OF CLASS A COMMON STOCK
OF
SILVERSUN TECHNOLOGIES, INC.

Dear SilverSun stockholders:

We invite you to attend the Special Meeting of Stockholders of SilverSun Technologies, Inc. (“SilverSun”) to be held on [ ] at [ ] A.M. EST, at [ ] (the “Special Meeting”). Due to the COVID-19 pandemic the Special Meeting will be held in a virtual format only to provide a safe experience for our stockholders and employees.

The directors of SilverSun (the “SilverSun Board”) and the board of directors of Rhodium Enterprises, Inc., a Delaware corporation (“Rhodium”), have each unanimously approved, and SilverSun and Rhodium have entered into, an Agreement and Plan of Merger, dated as of September 29, 2022 (the “Merger Agreement”), by and among SilverSun, Rhodium Enterprises Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of SilverSun (“Merger Sub I”), Rhodium Enterprises Acquisition LLC, a Delaware limited liability company and direct wholly owned subsidiary of SilverSun (“Merger Sub II” and together with SilverSun and Merger Sub I, the “SilverSun Entities”), and Rhodium. Upon the terms and subject to the conditions set forth in the Merger Agreement, among other things, (i) Merger Sub I shall be merged with and into Rhodium (the “First Merger”), resulting in Rhodium existing as the surviving company of the First Merger, and (ii) immediately following the First Merger, Rhodium shall be merged with and into Merger Sub II (the “Second Merger” and together with the First Merger, the “Mergers”), resulting in Merger Sub II existing as the surviving company of the Second Merger (the “Surviving Company”) and as a direct, wholly owned subsidiary of SilverSun. Merger Sub II will operate the pre-Merger business of Rhodium through its management of Rhodium Technologies LLC, a Delaware limited liability company (“Technologies”).

In connection with the Merger Agreement and the Mergers, SilverSun and SilverSun Technologies Holdings, Inc., a recently formed Delaware corporation and direct wholly owned subsidiary of SilverSun (“SilverSun Holdings”), will enter into that certain Separation and Distribution Agreement (the “Separation Agreement”), whereby all of the issued and outstanding common stock of SilverSun Holdings, which owns all of the issued and outstanding common stock of (i) SWK Technologies, Inc., a Delaware corporation and indirect wholly owned subsidiary of SilverSun (“SWK”), and (ii) Secure Cloud Services, Inc., a Nevada corporation and indirect wholly owned subsidiary of SilverSun (“SCS”), will be distributed on a pro rata basis to the stockholders of SilverSun as of the Dividend and Distribution Record Date (as defined below) (the “Distribution”). Following the Distribution, (a) the businesses of SWK and SCS will continue to be operated consistent with past practices and will be managed by the current management of SilverSun and the current members of the SilverSun Board, and (b) SilverSun Holdings will apply for public listing of the SilverSun Holdings shares distributed in the Distribution in reliance on a Form 10 (the “Form 10”) that will be filed by SilverSun Holdings with the United States Securities and Exchange Commission (the “SEC”).

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At the Special Meeting, SilverSun stockholders will be asked to consider and vote upon the following proposals:

1. Merger Proposal. To adopt the Agreement and Plan of Merger, dated as of September 29, 2022, by and among SilverSun, Merger Sub I, Merger Sub II and Rhodium, pursuant to which, among other things, (i) Merger Sub I shall be merged with and into Rhodium, resulting in Rhodium existing as the surviving company of the First Merger, and (ii) immediately following the First Merger, Rhodium shall be merged with and into Merger Sub II, resulting in Merger Sub II existing as the surviving company of the Second Merger (the “Merger Proposal”). A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

2. Separation and Distribution Proposal. To adopt the Separation Agreement, by and between SilverSun and SilverSun Holdings, in substantially the form attached as Annex B to this proxy statement/prospectus, pursuant to which, all of the issued and outstanding common stock of SilverSun Holdings, which owns all of the issued and outstanding common stock of (i) SWK and (ii) SCS will be distributed on a pro rata basis to the stockholders of SilverSun as of the Dividend and Distribution Record Date (the “Separation and Distribution Proposal”).

3. Charter Proposal. To consider and vote upon a proposal to approve and adopt, assuming the Merger Proposal and the Share Issuance Proposal (as defined below) are approved and adopted, the Fifth Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), to, among other things, set forth the number of authorized shares of SilverSun Class A common stock and SilverSun Class B common stock and set forth the rights and preferences of such shares of SilverSun Class A common stock and SilverSun Class B common stock, remove provisions that are no longer applicable following the completion of the Mergers, cancel the designations of the Series A Preferred Stock, par value $0.001 per share, and Series B Preferred Stock, par value $0.001 per share, and effect, at the discretion of the SilverSun Board, a reverse stock split of SilverSun’s common stock, a copy of the form of which is attached to the accompanying proxy statement as Annex C (the “Charter Proposal”), which, if approved, would take effect upon the closing of the Mergers (the “Closing”).

In addition to the approval of the Amended and Restated Certificate of Incorporation, the stockholders are also separately being presented with the following proposals (the “Advisory Charter Proposals”), for approval on a non-binding advisory basis, to give stockholders the opportunity to present their separate views on certain corporate governance provisions in the Amended and Restated Certificate of Incorporation:

Proposal 3A — to authorize a new class of capital stock, the Class A common stock, par value $0.00001 per share (the “SilverSun Class A common stock”), to replace the existing common stock of SilverSun at Closing, to authorize a new class of capital stock, the Class B common stock, par value $0.00001 per share (the “SilverSun Class B common stock”), to increase the number of authorized shares of SilverSun’s capital stock, par value $0.00001 per share, from 75,000,000 shares of common stock and 1,000,000 shares of preferred stock, to shares, consisting of (i) shares of Class A Common Stock, (ii) shares of Class B Common Stock and (iii) shares of preferred stock;

Proposal 3B — to remove certain provisions in the existing charter no longer applicable following the completion of the Mergers;

Proposal 3C — to cancel the designations of the Series A Preferred Stock, par value $0.001 per share, and Series B Preferred Stock, par value $0.001 per share;

Proposal 3D — to effect a reverse stock split of SilverSun’s common stock at a ratio to be determined by Rhodium within range of one share of SilverSun common stock for every [ ] shares of SilverSun common stock (or any number in between) currently outstanding and effected by SilverSun prior to the effective time of the Second Merger (the “Reverse Stock Split”).

Proposal 3E — to provide that holders of SilverSun Class A common stock and holders of SilverSun Class B common stock will vote together as a single class on all matters, except as required by law or by our Amended and Restated Certificate of Incorporation;

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Proposal 3F — to absolve certain SilverSun stockholders from certain competition and corporate opportunities obligations; and

Proposal 3G — to allow officers of SilverSun to be exculpated from personal monetary liability pursuant to the General Corporation Law of the State of Delaware.

4. 2022 Plan Proposal. To approve the SilverSun Technologies, Inc. 2022 Omnibus Incentive Plan (the “2022 Plan”), a copy of which is attached as Annex D to this proxy statement/prospectus.

5. Share Issuance Proposal. To consider and vote upon a proposal, for purposes of complying with The Nasdaq Stock Market LLC (“Nasdaq”) Listing Rule 5635, to approve (i) the issuance of up to 160,261,591 shares of SilverSun Class A common stock (including the issuance of 80,289,796 shares of SilverSun Class A common stock upon the exchange of units of Technologies (“Technologies Units”), together with an equal number of shares of SilverSun Class B common stock, for shares of SilverSun Class A common stock pursuant to the Fifth Amended and Restated Limited Liability Company Agreement of Technologies), and (ii) the issuance of 80,289,796 shares of SilverSun Class B common stock in accordance with the Merger Agreement (the “Merger Share Issuance”) (the “Share Issuance Proposal”).

6. Director Election Proposal. To consider and vote upon a proposal to elect seven directors to serve until the 2023 annual meeting of stockholders, and until their respective successors are duly elected and qualified, subject to such directors’ earlier death, resignation, retirement, disqualification or removal (the “Director Election Proposal”).

7. Adjournment Proposal. To approve one or more adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes for the approval of the Merger Proposal, Charter Proposal, the Share Issuance Proposal and the Separation and Distribution Proposal at the time of the Special Meeting (the “Adjournment Proposal” and, together with the Merger Proposal, the Separation and Distribution Proposal, the “Proposals”).

Upon consummation of the Mergers, SilverSun will be structured as an umbrella partnership C-corporation (“Up-C”) and will have two classes of common stock outstanding, SilverSun Class A common stock and SilverSun Class B common stock. The holders of shares of SilverSun Class A common stock and SilverSun Class B common stock will be entitled to one vote for each share of SilverSun Class A common stock and SilverSun Class B common stock, respectively, held of record on all matters on which SilverSun stockholders are entitled to vote generally. Each share of SilverSun Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally. Holders of SilverSun Class A common stock and SilverSun Class B common stock vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by applicable law or by the Amended and Restated Certificate of Incorporation. Upon consummation of the Mergers, SilverSun will be a holding company and will have no material assets other than its equity interest in New CCDC and Merger Sub II, and Merger Sub II and New CCDC will be holding companies and will have no material assets other than their equity interest in Technologies. Merger Sub II will become the managing member of Technologies.

The holders of SilverSun Class A common stock and the holders of SilverSun securities exercisable for or convertible into shares of SilverSun Class A common stock immediately prior to the First Effective Time (collectively, the “SilverSun Legacy Stockholders”) will retain approximately 3.2% of the combined voting power of SilverSun and economic interest of its subsidiaries. Upon the Closing, it is expected that the holders of Rhodium Class A common stock, Rhodium Class B common stock and the holders of Rhodium securities exercisable for or convertible into shares of Rhodium Class A common stock immediately prior to the First Effective Time (collectively, the “Rhodium Legacy Stockholders”) will receive approximately 96.8% of the combined voting power of SilverSun common stock upon Closing. Imperium Investment Holdings LLC, a Wyoming limited liability company and the existing holder of 100% of Rhodium’s Class B common stock (“Imperium”) will hold 100% of the SilverSun Class B common stock following the consummation of the Mergers. Upon consummation of the Mergers, Merger Sub II will become the managing member of Technologies. The parties to the Merger Agreement have agreed that for all purposes of the Merger Agreement: (i) the agreed pro forma net equity value of SilverSun after giving effect to the Mergers is $671,875,175 (the “Pro Forma Valuation”), (ii) based on such Pro Forma Valuation, the agreed value of the consideration to be received by the Rhodium Legacy Stockholders is $650,375,173 (the “Rhodium Valuation”) and the agreed value attributable to the SilverSun Legacy Stockholders is $21,500,001, and (iii) the holders of Rhodium’s simple agreements for future equity (“Rhodium SAFEs”) outstanding immediately prior to the effective time of the First Merger (the “First Effective

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Time”) shall receive SilverSun Class A common stock at the “Second Effective Time” based on the Rhodium Valuation. Following the Mergers, SilverSun’s Class A common stock shall be listed on Nasdaq under the symbol RHDM and SilverSun shall be renamed Rhodium Enterprises, Inc.

Upon consummation of the Mergers, SilverSun will hold, directly and indirectly, a number of Technologies Units equal to the number of shares of SilverSun Class A common stock issued and outstanding and Imperium will hold a number of Technologies Units equal to the number of shares of SilverSun Class B common stock issued and outstanding. The Up-C structure was selected in order to allow Imperium the option to continue to hold its economic ownership in Technologies in a pass-through structure for U.S. federal income tax purposes through its ownership of Technologies Units and potentially allows Imperium and SilverSun to benefit from net cash tax savings that SilverSun might realize as more fully described in “The Merger Agreement — Tax Receivable Agreement.”

After giving effect to transactions contemplated by this prospectus, SilverSun will indirectly own an approximate 51% interest in Technologies, Imperium will own an approximate 49% interest in Technologies, and Imperium will own 100% of the outstanding shares of SilverSun Class B common stock, which will represent an approximate 49% interest in the voting power of the outstanding common stock of SilverSun. See “Security Ownership of Certain Beneficial Owners and Management” for more information.

Each share of SilverSun Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally. Holders of SilverSun Class A common stock and SilverSun Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or by our Amended and Restated Certificate of Incorporation. SilverSun does not intend to list SilverSun Class B common stock on any exchange.

Under the LLC Agreement of Technologies (the “Technologies LLC Agreement”), Imperium, subject to certain limitations, has the right (the “Redemption Right”) to cause Technologies to acquire all or a portion of its Technologies Units for, at Technologies’ election, (i) shares of SilverSun Class A common stock at a redemption ratio of one share of SilverSun Class A common stock for each Technologies Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions or (ii) an approximately equivalent amount of cash (the “Cash Election”) as determined pursuant to the terms of the Technologies LLC Agreement. Alternatively, upon the exercise of the Redemption Right, SilverSun (instead of Technologies) has the right (the “Call Right”) to acquire each tendered Technologies Unit directly from Imperium for, at its election, (x) one share of SilverSun Class A common stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an approximately equivalent amount of cash as determined pursuant to the terms of the Technologies LLC Agreement. In addition, SilverSun has the right to require (i) upon the acquisition by SilverSun of substantially all of the Technologies Units, certain minority unitholders or (ii) upon a change of control of SilverSun, Imperium, in each case, to exercise its Redemption Right with respect to some or all of such unitholder’s Technologies Units. In connection with any redemption of Technologies Units pursuant to the Redemption Right or the Call Right, the corresponding number of shares of SilverSun Class B common stock will be cancelled. See “The Merger Agreement — Technologies LLC Agreement.”

In connection with the Up-C structure, SilverSun will enter into a Tax Receivable Agreement with Imperium at the close of the Mergers. This agreement generally provides for the payment by SilverSun to Imperium of 85% of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax that SilverSun actually realizes (or is deemed to realize in certain circumstances) in periods after the Mergers as a result of (i) the increase in our proportionate share of the tax basis of the assets of Technologies resulting from the exchange of Technologies Units, and the corresponding surrender of an equivalent number of shares of SilverSun Class B common stock, by Imperium for shares of SilverSun Class A common stock (or for cash pursuant to the Cash Election) pursuant to the Redemption Right, and (ii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, any payments we make under the Tax Receivable Agreement. SilverSun will retain the benefit of the remaining 15% of these cash savings.

While the net cash savings are not expected to be material if Imperium exchanged all of its Technologies Units at the time of Closing, such net cash savings and the payments arising therefrom may significantly increase based on the future operations and activities of Technologies. If SilverSun experiences a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, asset sales and other forms of business combinations) after the Mergers or the Tax Receivable Agreement terminates early (at our election or as a result of our breach), SilverSun could be required to make a substantial, immediate lump-sum payment. See “The Merger Agreement — Tax Receivable Agreement” for more information.

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Estimating the amount and timing of SilverSun’s realization of tax benefits subject to the Tax Receivable Agreement is by its nature imprecise, and the amount and timing of such tax benefits are unknown at this time and will vary based on a number of factors, many of which are outside of our control. Assuming no material changes in the relevant tax law and a price of $ per share of SilverSun Class A common stock, it is expected that if SilverSun experienced a change of control or the Tax Receivable Agreement were terminated immediately after Closing, the estimated lump-sum payment would be approximately $ million (calculated using a discount rate equal to the one-year London Interbank Offered Rate (or an agreed successor rate, if applicable) plus 100 basis points, applied against an undiscounted tax benefit of approximately $ million). These amounts are estimates and have been prepared for informational purposes only. The actual amount of such lump-sum payment could vary significantly based on, among other things, the operations and activities of Technologies in the period between the Closing and an early termination or a change of control event.

See “The Merger Agreement — Tax Receivable Agreement” and “Corporate Structures” for more information on our organizational structure, including the Tax Receivable Agreement.

On September 29, 2022, the SilverSun Board unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Mergers and the Distribution, are in the best interests of SilverSun and its stockholders, and recommended that the SilverSun stockholders vote or give instruction to vote “FOR” the approval of the Merger Agreement, the Separation Agreement, the other transaction documents, and the transactions contemplated thereby as well as the other proposals described in this proxy statement/prospectus.

In considering the recommendation of the SilverSun Board, you should be aware that certain directors and officers of SilverSun, and their affiliates, have interests in the Mergers and the Distribution that are different from, or are in addition to, the interests of SilverSun stockholders generally. These interests are described in this proxy statement/prospectus.

This proxy statement/prospectus describes the proposals to be considered and voted upon at the Special Meeting and related matters. Every vote is important. Whether or not you plan to attend the Special Meeting, please take the time to vote by following the instructions on your proxy card.

We join with our board in recommending that you vote FOR each of the Proposals.

This proxy statement/prospectus provides you with detailed information about the Mergers, the Distribution and Dividend and the other proposals. It also contains or references information about SilverSun and Rhodium and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 27 for a discussion of the risks you should consider in evaluating the Proposals, and how each transaction will affect you as a SilverSun stockholder. If you have any questions regarding the proxy statement/prospectus, you may contact [ ], SilverSun’s proxy solicitor, at [ ].

Sincerely,

Mark Meller
Chief Executive Officer
SilverSun Technologies, Inc.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED THE MERGERS, THE DISTRIBUTION AND DIVIDEND AND THE OTHER TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS NOR HAVE THEY APPROVED OR DISAPPROVED THE ISSUANCE OF THE SILVERSUN COMMON STOCK IN CONNECTION WITH THE MERGERS, OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated [ ], 2022, and, together with the accompanying proxy card, is first being mailed to the SilverSun stockholders on or about [ ], 2022.

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ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by SilverSun. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of SilverSun or Rhodium since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

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SILVERSUN TECHNOLOGIES, INC.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD , 2022

To the SilverSun stockholders:

We cordially invite you to the Special Meeting. The meeting will be held on [ ], 2022, at [ ], local time, in virtual format. Due to the COVID-19 pandemic, the Special Meeting will be held in a virtual format only to provide a safe experience for our stockholders and employees. At this meeting, you will be asked to vote on the following proposals:

1. Merger Proposal. To adopt the Agreement and Plan of Merger, dated as of September 29, 2022, by and among SilverSun, Merger Sub I, Merger Sub II and Rhodium, pursuant to which, among other things, (i) Merger Sub I shall be merged with and into Rhodium, resulting in Rhodium existing as the surviving company of the First Merger, and (ii) immediately following the First Merger, Rhodium shall be merged with and into Merger Sub II, resulting in Merger Sub II existing as the surviving company of the Second Merger. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

3. Charter Proposal. To consider and vote upon a proposal to approve and adopt, assuming the Merger Proposal and the Share Issuance Proposal are approved and adopted, the Amended and Restated Certificate of Incorporation, to, among other things, set forth the number of authorized shares of SilverSun Class A common stock and SilverSun Class B common stock and set forth the rights and preferences of such shares of SilverSun Class A common stock and SilverSun Class B common stock, remove provisions that are no longer applicable following the completion of the Mergers, cancel the designations of the Series A Preferred Stock, par value $0.001 per share, and Series B Preferred Stock, par value $0.001 per share, and effect, at the discretion of the SilverSun Board, a reverse stock split of SilverSun’s common stock, a copy of the form of which is attached to the accompanying proxy statement as Annex C, which, if approved, would take effect upon the Closing.

In addition to the approval of the Amended and Restated Certificate of Incorporation, the stockholders are also separately being presented with the Advisory Charter Proposals, for approval on a non-binding advisory basis, to give stockholders the opportunity to present their separate views on certain corporate governance provisions in the Amended and Restated Certificate of Incorporation:

Proposal 3A — to authorize a new class of capital stock, the SilverSun Class A common stock, par value $0.00001 per share, to replace the existing common stock of SilverSun at Closing, to authorize a new class of capital stock, the SilverSun Class B common stock, par value $0.00001 per share, to increase the number of authorized shares of SilverSun’s capital stock, par value $0.00001 per share, from 75,000,000 shares of common stock and 1,000,000 shares of preferred stock, to shares, consisting of (i) shares of Class A Common Stock, (ii) shares of Class B Common Stock and (iii) shares of preferred stock;

Proposal 3B — to remove certain provisions in the existing charter no longer applicable following the completion of the Mergers;

Proposal 3C — to cancel the designations of the Series A Preferred Stock, par value $0.001 per share, and Series B Preferred Stock, par value $0.001 per share;

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Proposal 3E — to provide that holders of SilverSun Class A Common Stock and holders of SilverSun Class B Common Stock will vote together as a single class on all matters, except as required by law or by our Amended and Restated Certificate of Incorporation;

Proposal 3F — to absolve certain SilverSun stockholders from certain competition and corporate opportunities obligations; and

Proposal 3G — to allow officers of SilverSun to be exculpated from personal monetary liability pursuant to the General Corporation Law of the State of Delaware.

4. 2022 Plan Proposal. To approve the SilverSun Technologies, Inc. 2022 Omnibus Incentive Plan, a copy of which is attached as Annex D to this proxy statement/prospectus.

5. Share Issuance Proposal. To consider and vote upon a proposal, for purposes of complying with Nasdaq Listing Rule 5635, to approve (i) the issuance of up to 160,261,591 shares of SilverSun Class A common stock (including the issuance of 80,289,796 shares of SilverSun Class A common stock upon the exchange of units of Technologies, together with an equal number of shares of SilverSun Class B common stock, for shares of SilverSun Class A common stock pursuant to the Fifth Amended and Restated Limited Liability Company Agreement of Technologies), and (ii) the issuance of 80,289,796 shares of SilverSun Class B common stock in accordance with the Merger Agreement.

SilverSun will transact no other business at the Special Meeting, except for business properly brought before the Special Meeting or any adjournment or postponement thereof.

Only holders of record of shares of SilverSun common stock at the close of business on [ ], 2022, the record date for the Special Meeting, are entitled to notice of, and a vote at, the Special Meeting and any adjournments or postponements thereof.

Your vote is important regardless of the number of shares you own. We encourage you to sign and return your proxy card, or use the telephone or Internet voting procedures, before the Special Meeting, so that your shares will be represented and voted at the Special Meeting even if you cannot attend in person.

Consummation of the Mergers are conditioned on the approval of the Merger Proposal, the Separation and Distribution Proposal, the Charter Proposal and the Share Issuance Proposal at the Special Meeting, subject to terms of the Merger Agreement. The Merger is not conditioned on stockholders of SilverSun approving any of the Director Election Proposal, the 2022 Plan Proposal or the Adjournment Proposal. If the Merger Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote.

Please do not send any share certificates at this time. If the Mergers are consummated, we will notify you of any necessary procedures.

By Order of the Board of Directors,

Mark Meller
Chief Executive Officer
SilverSun Technologies, Inc.
East Hanover, NJ
, 2022

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VOTING BY INTERNET, TELEPHONE OR MAIL

If you hold your shares through a bank, broker, custodian or other recordholder, please refer to your proxy card or voting instruction form or the information forwarded by your bank, broker, custodian or other recordholder to see which options are available to you.

SilverSun stockholders of record may submit their proxies by:

Internet. You can vote over the Internet by accessing the website listed on your proxy card and following the instructions on the website prior to 11:59 p.m. Eastern time on [ ], 2022. Internet voting is available 24 hours a day. If you vote over the Internet, do not return your proxy card(s).

Telephone. You can vote by telephone by calling the toll-free number listed on your proxy card in the United States, Canada or Puerto Rico on a touch-tone phone prior to 11:59 p.m. Eastern time on [ ], 2022. You will then be prompted to enter the control number printed on your proxy card and to follow subsequent instructions. Telephone voting is available 24 hours a day. If you vote by telephone, do not return your proxy card(s).

Mail. You can vote by mail by completing, signing, dating, and mailing your proxy card(s) in the postage-paid envelope included with this proxy statement/prospectus.

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ABOUT THIS DOCUMENT

This document forms a part of a registration statement on Form S-4 (Registration No. 333- ) filed by SilverSun with the SEC to register under the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), the issuance of shares of SilverSun Class A common stock issuable upon or in connection with the consummation of the Mergers. It constitutes:

• a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and a notice of meeting and action to be provided to the SilverSun stockholders in connection with the Special Meeting at which SilverSun stockholders will consider and vote on each of the Proposals to give effect to the transactions contemplated by the Merger Agreement; and

• a prospectus of SilverSun under the Securities Act with respect to the shares of SilverSun Class A common stock to be issued to the Rhodium stockholders as described in this proxy statement/prospectus.

Where the context requires it, references to the Company and SilverSun refer to, (i) prior to the consummation of the Mergers, SilverSun Technologies, Inc. and its subsidiaries, and (ii) following the consummation of the Mergers, the Combined Company.

As permitted by SEC rules, this document does not contain all of the information that you can find in the registration statement or its exhibits. Statements made in this proxy statement/prospectus as to the content of any contract, agreement or other document filed or incorporated by reference as an exhibit to the registration statement are not necessarily complete. With respect to those statements, you should refer to the corresponding exhibit for a more complete description of the matter involved and read all statements in this proxy statement/prospectus in light of that exhibit. Each statement contained in this document is qualified by reference to the underlying documents. You are encouraged to read the entire registration statement. You may obtain copies of the registration statement by following the instructions under “Where You Can Find More Information.”

SilverSun files reports (including annual, quarterly and current reports that may contain audited financial statements), proxy statements and other information with the SEC.

Copies of SilverSun’s filings with the SEC are available to investors without charge by request made to SilverSun in writing or by telephone with the following contact information:

SilverSun Technologies, Inc.
120 Eagle Rock Avenue
East Hanover, NJ 07936
www.silversuntech.com
(973) 396-1720

TO RECEIVE TIMELY DELIVERY OF THESE MATERIALS, YOU MUST MAKE YOUR REQUESTS NO LATER THAN FIVE (5) BUSINESS DAYS BEFORE THE DATE OF THE SPECIAL MEETING, WHICH IS [ ], 2022.

You may also obtain printer-friendly versions of SilverSun’s SEC reports at www.silversuntech.com. However, SilverSun is not incorporating the information on SilverSun’s website into this document or the registration statement. SilverSun’s filings with the SEC are available to the public over the internet at the SEC’s website at www.sec.gov.

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TABLE OF CONTENTS

		Page
CERTAIN DEFINED TERMS		1
QUESTIONS AND ANSWERS ABOUT THE MEETING		3
SUMMARY		9
CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS		25
RISK FACTORS		27
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS		55
THE MERGERS AND THE DISTRIBUTION		63
THE MERGER AGREEMENT		75
THE SEPARATION AGREEMENT		90
THE PARTIES TO THE MERGERS		95
CORPORATE STRUCTURES		99
INFORMATION ABOUT RHODIUM		102
INFORMATION ABOUT SILVERSUN		112
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF RHODIUM		115
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SILVERSUN		134
GOVERNANCE AND MANAGEMENT		139
CORPORATE GOVERNANCE MATTERS		141
EXECUTIVE COMPENSATION		143
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		145
SILVERSUN SPECIAL MEETING		148
SILVERSUN PROPOSAL 1: MERGER PROPOSAL		152
SILVERSUN PROPOSAL 2: SEPARATION AND DISTRIBUTION PROPOSAL		153
SILVERSUN PROPOSAL 3: CHARTER PROPOSAL		154
SILVERSUN PROPOSAL 4: 2022 PLAN PROPOSAL		157
SILVERSUN PROPOSAL 5: MERGER SHARE ISSUANCE PROPOSAL		161
SILVERSUN PROPOSAL 6: DIRECTOR ELECTION PROPOSAL		162
SILVERSUN PROPOSAL 7: ADJOURNMENT PROPOSAL		165
DESCRIPTION OF CAPITAL STOCK OF THE COMBINED COMPANY		166
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF RHODIUM		173
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND EXECUTIVE OFFICERS AND DIRECTORS OF SILVERSUN		175
LEGAL MATTERS		175
EXPERTS		175
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE		176
INDEX TO FINANCIAL STATEMENTS		F-1
ANNEX A – MERGER AGREEMENT		A-1
ANNEX B – SEPARATION AND DISTRIBUTION AGREEMENT		B-1
ANNEX C – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION		C-1
ANNEX D – INCENTIVE PLAN		D-1
ANNEX E – FAIRNESS OPINION		E-1
PART II		II-1
EXHIBIT INDEX		II-2

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CERTAIN DEFINED TERMS

Unless the context otherwise requires, reference in this proxy statement to:

• “2022 Plan Proposal” are to the proposal by the SilverSun Board for stockholder approval the 2022 Plan providing for stock-based incentive compensation to select officers, employees, non-employee directors, consultants and service providers;

• “Adjournment Proposal” are to the proposal by the SilverSun Board for stockholder approval to adjourn the Special Meeting if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting;

• “Amended and Restated Bylaws” are to the amended and restated Bylaws of Rhodium Enterprises, Inc. (f/k/a SilverSun Technologies, Inc.) upon consummation of the Mergers;

• “Amended and Restated Certificate of Incorporation” are to the Fifth Amended and Restated Certificate of Incorporation of SilverSun, a copy of which is attached as Annex C to this proxy statement/prospectus;

• “Charter Proposal” are to the proposal by the SilverSun Board for stockholder approval to adopt the Amended and Restated Certificate of Incorporation to, among other things, set forth the number of authorized shares of SilverSun Class A common stock and SilverSun Class B common stock and set forth the rights and preferences of such shares, such as to effect the desired corporate structure and to maintain SilverSun’s flexibility to issue shares of common stock for future corporate needs;

• “Combined Company” are to Rhodium Enterprises, Inc. (f/k/a/ SilverSun Technologies, Inc.) following the consummation of the Mergers;

• “DGCL” are to the General Corporation Law of the State of Delaware;

• “Director Election Proposal” are to the proposal by the SilverSun Board for stockholder approval for the appointment of seven directors to take office upon consummation of the Mergers;

• “Distribution” are to the process wherein all of the issued and outstanding common stock of SilverSun Holdings, which owns all of the issued and outstanding common stock of SWK and SCS, will be distributed on a pro rata basis to the holders of the issued and outstanding SilverSun Class A common stock as of a record date to be determined by SilverSun;

• “Dividend” are to the issuance by SilverSun of a cash dividend of at least $1.50 per pre-Merger/pre-Reverse Stock Split share pro rata in the aggregate amount of approximately $8,500,000 following the Second Merger;

• “Exchange Act” are to the Securities Exchange Act of 1934, as amended;

• “First Merger” are to the merger wherein Merger Sub I shall merge with and into Rhodium, resulting in Rhodium being the surviving company of the First Merger;

• “GAAP” are to U.S. generally accepted accounting principles;

• “IRS” are to the U.S. Internal Revenue Service;

• “Merger Sub I” are to Rhodium Enterprises Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of SilverSun;

• “Merger Sub II” are to Rhodium Enterprises Acquisition LLC, a Delaware limited liability company and direct wholly owned subsidiary of SilverSun;

• “Merger Proposal” are to the proposal to adopt the Agreement and Plan of Merger, dated as of September 29, 2022, by and among SilverSun, Merger Sub I, Merger Sub II and Rhodium, pursuant to which Merger Sub I shall merge with and into Rhodium, and then Rhodium shall merge with and into Merger Sub II, resulting in Merger Sub II existing as the surviving company;

• “Rhodium Class A common stock” are to prior to giving effect to the business combination, Rhodium’s Class A common stock, par value $0.0001 per share;

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• “Rhodium Class B common stock” are to prior to giving effect to the business combination, Rhodium’s Class B common stock, par value $0.0001 per share;

• “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002, as amended;

• “SEC” are to the U.S. Securities and Exchange Commission;

• “Second Merger” are to the merger following the First Merger, wherein Rhodium shall merge with and into Merger Sub II, resulting in Merger Sub II as the surviving company of the Second Merger;

• “Securities Act” are to the Securities Act of 1933, as amended;

• “Separation Agreement” are to the agreement between SilverSun and SilverSun Technologies Holdings, Inc. whereby all of the issued and outstanding common stock of SilverSun Holdings will be distributed on a pro rata basis to the stockholders of SilverSun;

• “Separation and Distribution Proposal” are to the proposal by the SilverSun Board for stockholder approval of the Separation Agreement and the Distribution;

• “Share Issuance Proposal” are to the proposal by the SilverSun Board for stockholder approval, pursuant to Nasdaq Listing Rule 5635(a), (b) and (d);

• “SilverSun Class A common stock” are to, after giving effect to the business combination, SilverSun’s Class A common stock, par value $0.0001 per share;

• “SilverSun Class B common stock” are to, after giving effect to the business combination, SilverSun’s Class B common stock, par value $0.0001 per share;

• “SilverSun Holdings” are to SilverSun’s recently formed direct wholly owned subsidiary, SilverSun Technologies Holdings, Inc., a Delaware corporation;

• “Surviving Company” are to Merger Sub II, the surviving company of the Second Merger;

• “SWK” are to SWK Technologies, Inc., a Delaware corporation and indirect wholly owned subsidiary of SilverSun;

• “Technologies” are to Rhodium Technologies LLC, a Delaware limited liability company;

• “The Mergers” are to the two mergers by which Merger Sub I shall merge with and into Rhodium, resulting in Rhodium existing as the surviving company of the First Merger, and thereafter, Rhodium shall merge with and into Merger Sub II, resulting in Merger Sub II existing as the surviving company;

• “The Proposals” are to the seven proposals SilverSun stockholders will be asked to consider and vote upon at the Special Meeting. The Proposals include the Merger Proposal, the Separation and Distribution Proposal, the Charter Proposal, the 2022 Plan Proposal, the Merger Share Issuance Proposal, the Director Election Proposal, and the Adjournment Proposal.

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QUESTIONS AND ANSWERS ABOUT THE MEETING

Below are brief answers to questions you may have concerning the transactions described in this proxy statement/prospectus and the Special Meeting. These questions and answers do not, and are not intended to, address all of the information that may be important to you. You should read carefully this entire proxy statement/prospectus and the other documents to which we refer you.

GENERAL

Q: Why am I receiving this document?

A: On September 29, 2022, SilverSun entered into the Merger Agreement, by and among the Company, Merger Sub I, Merger Sub II and Rhodium. Upon the terms and subject to the conditions set forth in the Merger Agreement, among other things, (i) Merger Sub I shall be merged with and into Rhodium resulting in Rhodium surviving the First Merger, and (ii) immediately following the First Merger, Rhodium shall be merged with and into Merger Sub II resulting in Merger Sub II surviving the Second Merger as a direct, wholly owned subsidiary of SilverSun. Merger Sub II will operate the pre-Merger business of Rhodium through its management of Technologies.

In conjunction with the Mergers, this proxy statement is being used by the SilverSun Board to solicit proxies of SilverSun stockholders to consider and vote upon, among other things, a proposal to approve the Mergers and the Distribution, and to adopt the Merger Agreement and Separation Agreement. A copy of the Merger Agreement is attached hereto as Annex A and a copy of the Separation Agreement is attached hereto as Annex B. Additionally, assuming the Merger Proposal and the Separation and Distribution Proposal are approved, the SilverSun stockholders are also being asked to vote on the 2022 Plan Proposal, the Charter Proposal, the Share Issuance Proposal and the Director Election Proposal and, if necessary, the Adjournment Proposal at the Special Meeting. In addition, this document is a prospectus being delivered to the SilverSun stockholders and Rhodium’s stockholders because SilverSun is proposing to issue shares of its SilverSun Class A common stock and SilverSun Class B common stock in exchange for the equity interests of Rhodium, as described herein if the Mergers are completed.

Q: When and where is the meeting of the stockholders?

A: The Special Meeting will be held at [ ] a.m. prevailing Eastern Time, on [ ], in virtual format. SilverSun stockholders may attend, vote and examine the list of SilverSun stockholders entitled to vote at the Special Meeting by visiting and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. Due to the COVID-19 pandemic, the Special Meeting will be held in virtual meeting format only and you will not be able to attend the Special Meeting physically.

Q: Who can answer any questions I may have about the Special Meeting and Proposals?

A: SilverSun has retained [ ] to serve as the information agent and proxy solicitor in connection with its Special Meeting and to provide related advice and informational support for a services fee and the reimbursement of customary disbursements, which are expected not to exceed $[ ] in the aggregate. SilverSun stockholders may call [ ] toll-free at [ ] with any questions they may have. Banks and brokers may call [ ].

Q: What constitutes a quorum for the transaction of business at the Special Meeting?

A: A majority of the voting power of the issued and outstanding SilverSun common stock entitled to vote at the Special Meeting must be present, in person (which would include presence at a virtual meeting) or represented by proxy, at the Special Meeting to constitute a quorum. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum.

Q: What are broker non-votes?

A: A broker non-vote occurs when a nominee, such as a broker, holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary authority to vote on that particular proposal and has not received instructions from the beneficial owner as to how to vote its shares. If you do not provide your broker with voting instructions, none of your shares held by the broker will be voted on any of those proposals.

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CONCERNING THE MERGERS AND THE DISTRIBUTION

Q: What will happen in the proposed Mergers and the Distribution?

A: Pursuant to the Merger Agreement, Merger Sub I, will merge with and into Rhodium in the First Merger, resulting in Rhodium as the surviving company of the First Merger. Following the First Merger, Rhodium will merge with and into Merger Sub II in the Second Merger, resulting in Merger Sub II as the surviving company of the Second Merger. Following the Closing, Merger Sub II will operate its businesses consistent with past practices of Rhodium.

When the transactions contemplated by the Separation Agreement, including the Distribution, are consummated, all of the issued and outstanding common stock of SilverSun’s wholly owned subsidiary, SilverSun Holdings, will be distributed to the SilverSun stockholders of record on the Dividend and Distribution Record Date, on a pro rata basis. As a result of the Distribution, SilverSun’s indirect wholly owned subsidiaries, SWK and SCS, will be owned by the SilverSun stockholders indirectly through their shares of SilverSun Holdings.

Additional information on the Mergers and the Distribution is set forth beginning on page 11 and 63, respectively.

Q: What will be the business of SilverSun after the consummation of the Mergers and the Distribution?

A: Prior to the Distribution, SilverSun will distribute all of the issued and outstanding stock of its subsidiaries (except for Critical Cyber Defense Corporation, a Nevada corporation (“CCDC”)) to SilverSun Holdings. Upon consummation of the Mergers and the Distribution, SilverSun Holdings will operate SilverSun’s pre-closing business (other than the business conducted by CCDC) through its ownership of SWK and SCS. As a result of the Mergers and the Distribution, SilverSun will hold Rhodium’s independent business and the business conducted by CCDC. Rhodium is a technology company which utilizes its proprietary technologies to mine Bitcoin.

Q: What vote is required to approve the proposals subject to a stockholder vote at the Special Meeting?

A: The affirmative vote of a majority of the shares of SilverSun common stock outstanding and entitled to vote as of the close of business on [ ], 2022, the record date for the Special Meeting, is required to approve the (i) Merger Proposal, (ii) Separation and Distribution Proposal, and (iii) Charter Proposal. The affirmative vote of holders of a majority of the shares of SilverSun common stock cast at the Special Meeting and entitled to vote thereon is required to approve the (i) Adjournment Proposal, (ii) 2022 Plan Proposal and (iii) Share Issuance Proposal. The director nominees named in the Director Election Proposal shall be elected by a plurality of the votes of the shares of SilverSun common stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon. A stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the 2022 Plan Proposal, the Share Issuance Proposal, the Director Election Proposal and the Adjournment Proposal, will have no effect on such proposals. A stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting or a broker non vote with regard to the Merger Proposal, the Separation and Distribution Proposal and the Charter Proposal, will have the same effect as a vote “against” such proposal.

At the record date for the Special Meeting, directors and executive officers of SilverSun and their respective affiliates had the right to vote 40.04% of the then outstanding shares of SilverSun common stock. Each of SilverSun’s directors and executive officers has indicated his or her present intention to vote, or cause to be voted, the shares of SilverSun common stock owned by him or her for the proposals subject to a stockholder vote at the Special Meeting.

In connection with the execution of the Merger Agreement, certain of SilverSun’s directors, executive officers and stockholders, who collectively beneficially owned approximately 39% of the outstanding SilverSun common stock as of the date thereof, entered into a voting agreement with Rhodium (the “SilverSun Voting and Support Agreement”), pursuant to which such directors, officers and stockholders have agreed to vote in favor of the adoption of the Merger Agreement and any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Mergers and to take (and refrain from taking) certain other actions in connection therewith, including not to, among other things, sell, transfer, enter into any agreement to

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sell, transfer, or exchange any of the shares of SilverSun common stock owned by such person during the period between the Closing and the earlier of (a) 90 days after the Closing and (b) the date that a shelf registration statement filed pursuant to the registration rights agreement becomes effective. Similarly, Rhodium’s directors, executive officers and certain stockholders of the Rhodium have, concurrently with the execution and delivery of the Merger Agreement and in their capacity as stockholders of Rhodium, entered into a voting agreement with SilverSun pursuant to which such directors, officers and stockholders have agreed that, as promptly as practicable following the effectiveness of the registration statement of which this prospectus is a part, they will approve, by written consent or by vote at a duly held meeting of the stockholders of Rhodium the execution, delivery and performance of the Merger Agreement and any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement and take (and refrain from taking) certain other actions in connection therewith.

Q: How does the SilverSun Board recommend that I vote with respect to the Proposals subject to a stockholder vote at the Special Meeting?

A: On September 29, 2022, the SilverSun Board unanimously determined that the Merger Agreement, the Separation Agreement and the transactions contemplated thereby were fair to, and in the best interests of, SilverSun and its stockholders, approved and declared advisable the Merger Agreement, the Separation Agreement and the transactions contemplated thereby, and directed that the Merger Agreement, the Separation Agreement and the transactions contemplated thereby be submitted to the SilverSun stockholders for their approval. The SilverSun Board unanimously recommends that the SilverSun stockholders vote “FOR” each of the Proposals.

Additional information on the recommendation of the SilverSun Board is set forth in “The Mergers and the Distribution — SilverSun’s Reasons for the Mergers and the Distribution and Dividend and the Recommendations of the SilverSun Board” beginning on page 11.

You should note that some SilverSun directors and executive officers, and their affiliates, have interests in the Mergers and the Distribution that are different from, or in addition to, the interests of other SilverSun stockholders generally. Information relating to the interests of SilverSun’s directors and executive officers, and their affiliates, in the Mergers and the Distribution is set forth in “The Mergers and the Distribution — Interests of Certain SilverSun Directors and Executive Officers in the Mergers and the Distribution” beginning on page 13.

Q: Are the Proposals conditioned on one another?

A: The Closing is conditioned upon the approval of the Merger Proposal, the Separation and Distribution Proposal, the Charter Proposal and the Share Issuance Proposal. Each of the Charter Proposal, the Share Issuance Proposal, the Director Election Proposal and the 2022 Plan Proposal is conditioned upon the approval of the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

It is important for you to note that in the event the Merger Proposal, the Separation and Distribution Proposal, the Charter Proposal and the Share Issuance Proposal do not receive the requisite vote for approval, then SilverSun will not consummate the Mergers. If the Merger Proposal and the Separation and Distribution Proposal are not approved, the other proposals, except the Adjournment Proposal, will not be presented to stockholders for a vote.

Q: Will SilverSun’s shares be traded on an exchange following the Mergers?

A: It is a condition to Closing under the Merger Agreement for the shares of SilverSun Class A common stock be listed on Nasdaq. SilverSun’s Class A common stock is expected to be listed on Nasdaq under the symbol “RHDM” following the Mergers.

Q: When do you expect to complete the Mergers and the Distribution?

A: We are working to complete the Mergers and the Distribution before the end of the fourth quarter of 2022 although we cannot assure completion by any particular date or that the Transaction will be completed. If the SilverSun stockholders adopt all of the Proposals at the Special Meeting, we expect that the other conditions to completion of the Mergers and the Distribution will be satisfied and the Mergers and Distribution will be consummated promptly thereafter.

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Q: Who will serve as the directors and executive officers of SilverSun after the consummation of the Mergers?

A: Upon consummation of the Mergers, it is expected that the SilverSun Board will be comprised of seven persons to be designated by Rhodium prior to Closing. The nominating committee of SilverSun will, at the first election at which each designated director is up for re-election, designate such director (or his designee) for re-election. It is contemplated that the executive officers of SilverSun immediately following the Second Effective Time will be: Chase Blackmon (as Chief Executive Officer), Nicholas Cerasuolo (as Chief Financial Officer), Nathan Nichols (as President), and Cameron Blackmon (as Chief Technology Officer). Additional information about the directors and executive officers of SilverSun following the consummation of the Merger is set forth in “Governance and Management of SilverSun” beginning on page 12.

Q: Are there risks associated with the Mergers and the Distribution?

A: Yes, there are important risks associated with the Mergers and the Distribution. We encourage you to read carefully and in their entirety the sections of this proxy statement/prospectus titled “Cautionary Information Regarding Forward-Looking Statements” and “Risk Factors” beginning on pages 25 and 27, respectively. These risks include, among others, risks relating to the uncertainty that the Mergers will close and uncertainties relating to the performance of SilverSun after the Mergers and the Distribution.

Q: Do I have appraisal rights?

A: No. Holders of SilverSun common stock as of the record date for the Special Meeting that do not vote in favor of the Mergers or the Distribution are not entitled to appraisal rights under the DGCL in connection with the Mergers or the Distribution. Additional information about the SilverSun stockholders’ appraisal rights is set forth in “Appraisal Rights and Dissenters’ Rights” beginning on page 171.

Q: What are the U.S. federal income tax consequences of the Distribution and Dividend for Holders of SilverSun common stock?

SilverSun shall use reasonable best efforts to obtain a tax opinion of Lucosky Brookman LLP (or a nationally recognized tax advisor with expertise in these matters that is reasonably acceptable to Rhodium) that the Distribution “should” qualify as a distribution described in Section 355(a) of the Internal Revenue Code (“Code”). If SilverSun receives such opinion, the parties intend to report the Distribution as a tax-free distribution described in Section 355(a) of the Code. The determination of whether a distribution qualifies under Section 355(a) of the Code is a factually intensive determination and relies on unsettled legal standards. Moreover, if a tax opinion is rendered (as described above), the tax opinion will not be binding on the IRS or the courts, and the IRS or the courts may not agree with the conclusions set forth in the tax opinion. SilverSun does not intend to obtain an IRS private letter ruling regarding qualification of the Distribution as a distribution under Section 355(a) of the Code. Therefore, no assurances can be given that the Distribution will qualify as a distribution under Section 355(a) of the Code and, if a tax opinion is not received regarding the qualification of the Distribution as a Distribution described in Section 355(a) of the Code, the parties intend to take the position that the Distribution does not qualify under Section 355(a) of the Code.

If the Distribution does not qualify as a distribution under Section 355(a) of the Code, then a U.S. holder (as defined in the section titled “Material U.S. Federal Income Tax Consequences”) who receives SilverSun Holdings common stock in the Distribution, generally would be treated as receiving a corporate distribution in an amount equal to the fair market value of the SilverSun Holdings common stock received. In addition, the Dividend will also be treated as a corporate distribution to holders regardless of the treatment of the Distribution for U.S. federal income tax purposes. A corporate distribution is treated as a taxable dividend to the extent of such U.S. holder’s share of SilverSun’s current or accumulated earnings and profits. Distributions in excess of a U.S. holder’s share of SilverSun’s current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce such U.S. holder’s adjusted tax basis in their shares of SilverSun common stock with any further excess giving rise to capital gain.

For more information, U.S. holders should carefully review the information set forth in the section titled “Material U.S. Federal Income Tax Consequences” for a general discussion of the material U.S. federal income tax consequences of the Distribution and Dividend, in addition to consulting their own tax advisors as to the specific tax consequences to them of the Distribution and Dividend. Non-U.S. holders are urged to consult with their tax advisor regarding the U.S. federal income tax consequences of the Distribution and Dividend.

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PROCEDURES

Q: What do I need to do now?

A: After carefully reading and considering the information contained in this proxy statement/prospectus, please complete and sign your proxy card and return it in the enclosed postage-paid envelope as soon as possible so that your shares may be represented at the Special Meeting. Alternatively, you may cast your vote by telephone or Internet by following the instructions on your proxy card. In order to ensure that your vote is recorded, please vote your proxy as instructed on your proxy card, or on the voting instruction form provided by the record holder if your shares are held in the name of your broker or other nominee, even if you currently plan to attend the Special Meeting in person.

Additional information on voting procedures is located beginning on page 150.

Q: What should 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 and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please follow the instructions and vote in accordance with each proxy card and voting instruction card you receive.

Q: If my shares are held in “street name” by a broker or other nominee, will my broker or nominee vote my shares for me?

A: If you do not provide your broker with instructions on how to vote your “street name” shares, your broker will not be permitted to vote Merger Proposal, Separation and Distribution Proposal, the Charter Proposal, the 2022 Plan Proposal, the Share Issuance Proposal and the Director Election Proposal. You should therefore be sure to provide your broker with instructions on how to vote your shares. You should check the voting form used by your broker to see if your broker offers telephone or Internet voting. If you do not give voting instructions to your broker, your shares will be counted towards a quorum at the Special Meeting, but effectively will be treated as voting against the adoption of the Merger Agreement unless you appear and vote in person at the Special Meeting. If your broker holds your shares and you plan to attend and vote at the Special Meeting, please bring a letter from your broker identifying you as the beneficial owner of the shares and authorizing you to vote.

Under the rules of the Nasdaq, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the Nasdaq determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Special Meeting are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

Additional information on how to vote if your shares are held in “street name” is located beginning on page 150.

Q: What if I do not vote on the matters relating to the Merger Agreement and the Separation Agreement?

A: Because approval of each of the Merger Proposal, Separation and Distribution Proposal and Charter Proposal requires the affirmative vote of a majority of the shares of SilverSun common stock outstanding and entitled to vote as of the record date for the Special Meeting, if you abstain or fail to vote your shares in favor of these matters, this will have the same effect as voting your shares against the Merger Proposal, Separation and Distribution Proposal and Charter Amendment. If you fail to respond with a vote or fail to instruct your broker or other nominee how to vote on the Merger Proposal, Separation and Distribution Proposal and Charter Amendment, it will have the same effect as a vote against the Merger Proposal, Separation and Distribution Proposal and Charter Amendment. If you respond but do not indicate how you want to vote on the Mergers and the other proposals included herein, your proxy will be counted as a vote in favor of all Proposals, including the Merger Proposal, Separation and Distribution Proposal and Charter Amendment.

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Pursuant to the SilverSun Voting and Support Agreement, certain SilverSun directors, executive officers and certain SilverSun stockholders, who collectively beneficially owned approximately 39% of the outstanding SilverSun common stock as of the date of this proxy statement/prospectus, have committed to vote the shares they beneficially own, in favor of the Merger Proposal, Separation and Distribution Proposal and Charter Amendment and any other matters necessary for the consummation of the transactions contemplated thereby.

Q: What will happen if I return my proxy card without indicating how to vote?

A: If you sign and return your proxy card without indicating how to vote on any particular proposal, the common stock represented by your proxy will be voted as recommended by the SilverSun Board with respect to that proposal.

Q: What if I want to change my vote?

A: If you are a SilverSun stockholder as of the record date, you may send a later dated, signed proxy card so that it is received prior to the Special Meeting, or you may attend the Special Meeting in person and vote. You may also revoke your proxy card by sending a notice of revocation that is received prior to the Special Meeting to SilverSun’s Corporate Secretary at the address set forth under “The Parties to the Mergers” beginning on page 95. You may also change your vote by telephone or Internet. You may change your vote by using any one of these methods regardless of the procedure used to cast your previous vote.

If your shares are held in “street name” by a broker or other nominee, you should follow the instructions provided by your broker or other nominee to change your vote.

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SUMMARY

This summary highlights selected information contained in this proxy statement/prospectus and may not contain all the information that is important to you. You should carefully read this proxy statement/prospectus in its entirety, as well as the appendices. See “Where You Can Find More Information” beginning on page 176. Page references are included parenthetically to direct you to a more complete description of the topics presented in this summary.

In this proxy statement/prospectus, “Merger Agreement” refers to the Agreement and Plan of Merger, dated September 29, 2022 by and among SilverSun, Merger Sub I, Merger Sub II and Rhodium, a copy of which is attached as Annex A to this proxy statement/prospectus.

The Merger Parties (see page 95)

SilverSun Technologies, Inc. (“SilverSun”)

SilverSun, through its wholly owned subsidiaries, is a business application, technology and consulting company providing strategies and solutions to meet its clients’ information, technology and business management needs. For the year ended December 31, 2021, SilverSun had revenue of $41,701,380 and a net loss of $134,434. For the six-months period ended June 30, 2022, SilverSun had revenues of $21,661,917 and a net loss of $128,422.

Rhodium Enterprises, Inc. (“Rhodium”)

Rhodium is a technology company which utilizes proprietary technologies to mine Bitcoin. Rhodium’s strategy is to create innovative technologies to be a sustainable and cost-efficient producer of Bitcoin. Rhodium’s integrated infrastructure platform includes a liquid-cooling system and efficiency optimization software. Rhodium operates through its membership in and management of Technologies. Technologies operates a Bitcoin mining operation in Rockdale, Texas and a second Bitcoin mining operation in Temple, Texas that has commenced testing and commissioning but that is still under further development. Rhodium is the minority member and the manager of Technologies which is, in turn, the sole member of Rhodium Renewables LLC, a Delaware limited liability company (“Renewables”), a subsidiary that will operate at the facility in Temple (the “Temple Site”). For the year ended December 31, 2021, Rhodium had revenue of approximately $137.6 million and net income of approximately $69.1 million. For the six-months period ended June 30, 2022, Rhodium had revenue of approximately $68.3 million and net income of approximately $10.7 million.

Rhodium Enterprises Acquisition Corp. (“Merger Sub I”)

Merger Sub I is a wholly owned subsidiary of SilverSun, formed solely for the purpose of engaging in the First Merger and certain other transactions contemplated by the Merger Agreement. In the First Merger, Merger Sub I will merge with and into Rhodium, with Rhodium surviving the First Merger as a wholly owned subsidiary of SilverSun, and thereafter Merger Sub I will cease to exist.

Rhodium Enterprises Acquisition LLC (“Merger Sub II”)

Merger Sub II is a wholly owned subsidiary of SilverSun, formed solely for the purpose of engaging in the Second Merger and certain other transactions contemplated by the Merger Agreement. In the Second Merger, Rhodium will merge with and into Merger Sub II, with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of SilverSun and the successor to the operations of Rhodium Enterprises, Inc. and thereafter Rhodium Enterprises, Inc. will cease to exist. Merger Sub II will be the managing member of Technologies upon Closing.

SilverSun Technologies Holdings, Inc. (“SilverSun Holdings”)

SilverSun Holdings is a wholly owned subsidiary of SilverSun, formed solely for the purpose of engaging in the Distribution and Dividend and the other transactions contemplated by the Separation Agreement. In the Distribution, all of the shares of SilverSun Holdings will be distributed to the SilverSun stockholders of record on the Dividend and Distribution Record Date on a pro rata basis.

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Corporate Structure

The following chart illustrates the expected corporate structure of the Combined Company, on a pro forma basis, after giving effect to the Mergers, the Distribution and Dividend and any ancillary transactions, transfers, agreements or undertakings necessary, whether by contract or operation of law, to affect these transactions:

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THE MERGERS AND THE DISTRIBUTION

The Transactions

The Mergers

On September 29, 2022, SilverSun entered into the Merger Agreement, by and among the Company, Merger Sub I, Merger Sub II and Rhodium. Upon the terms and subject to the conditions set forth in the Merger Agreement, among other things, (i) Merger Sub I shall be merged with and into Rhodium resulting in Rhodium as the surviving corporation of the First Merger, and (ii) immediately following the First Merger, Rhodium shall be merged with and into Merger Sub II resulting in Merger Sub II as the surviving company of the Second Merger and as a direct, wholly owned subsidiary of SilverSun. Merger Sub II will operate the pre-Merger business of Rhodium through its management of Technologies.

The Distribution

In connection with the Merger Agreement and the Mergers, SilverSun and SWK will enter into the Separation Agreement, whereby all of the issued and outstanding common stock of SilverSun Holdings, which owns all of the issued and outstanding common stock of (i) SWK and (ii) SCS, will be distributed on a pro rata basis to the holders of the issued and outstanding SilverSun Class A common stock as of the Dividend and Distribution Record Date. Following the Distribution, (a) the pre-Closing (as defined below) businesses of SWK and SCS will continue to be operated by SWK consistent with past practices and SWK will be managed by the current management of SilverSun and the current members of the SilverSun Board, and (b) SWK will apply for public listing of the SilverSun Holdings shares distributed in the Distribution in reliance on a Form 10 that will be filed by SilverSun Holdings with the SEC.

For more information about the Transactions, please see the sections entitled “The Mergers” and “The Distribution.” A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and a copy of the form of Separation Agreement is attached to this proxy statement/prospectus as Annex B.

SilverSun’s Reasons for the Mergers, the Distribution and Dividend and Recommendations of the SilverSun Board (Page 67)

On September 29, 2022, the SilverSun Board unanimously:

• determined that the Merger Agreement, the Separation Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of SilverSun and its stockholders, including the Mergers and the Distribution;

• approved the Merger Agreement and the Separation Agreement and the transactions contemplated thereby, including the other proposals; and

• recommended that the SilverSun stockholders vote FOR the adoption of the Merger Agreement, the Separation Agreement and the transactions contemplated thereby at the Special Meeting.

To review the risks related to the Mergers, the Distribution and Dividend and the Combined Company following consummation of the Mergers and the Distribution, please see “Risk Factors” beginning on page 27. To review the background and reasons for the Mergers and the Distribution, please see the sections beginning on pages 11 and 63, respectively.

Opinion of Financial Advisor to SilverSun (Page 68)

SilverSun engaged The Benchmark Company, LLC, referred to as the “Financial Advisor,” as financial advisor to SilverSun in connection with the proposed Mergers and Distribution. In connection with this engagement, the Financial Advisor delivered a written opinion, dated September 29, 2022, to the SilverSun Board to the effect that the Mergers and the transactions contemplated by the Merger Agreement (collectively, the “Transactions”) were fair to the SilverSun stockholders from a financial point of view.

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The full text of the Financial Advisor’s written opinion, dated September 29, 2022, which describes the assumptions made, procedures followed, matters considered, limitations on the review undertaken and qualifications, is attached as Annex E to this proxy statement/prospectus and is incorporated herein by reference. The description of the Financial Advisor’s opinion set forth herein is qualified in its entirety by reference to the full text of the Financial Advisor’s opinion. The Financial Advisor’s opinion was directed to the SilverSun Board (in its capacity as such) in connection with its evaluation of the fairness to the SilverSun stockholders from a financial point of view of the Transactions and did not address any other terms, aspects or implications of the Mergers or the Distribution. The Financial Advisor was not requested to opine as to, and its opinion did not address, the basic business decision to proceed with or effect the Mergers, the Distribution and Dividend and the related transactions. The Financial Advisor expressed no opinion or view as to the relative merits of the Mergers or the related transactions as compared to any alternative business strategies or transactions that might exist for SilverSun or the effect of any other transaction in which SilverSun might engage. The Financial Advisor’s opinion is not intended to be and did not constitute a recommendation to the SilverSun Board and does not constitute a recommendation to any SilverSun stockholder as to how to act or vote with respect to the Mergers or any other matter.

Material U.S. Federal Income Tax Consequences of the Distribution and Dividend (Page 96)2

SilverSun shall use reasonable best efforts to obtain a tax opinion of Lucosky Brookman LLP (or a nationally recognized tax advisor with expertise in these matters that is reasonably acceptable to Rhodium) that the Distribution should qualify as a tax-free distribution described in Section 355(a) of the Code. If SilverSun receives such opinion, the parties intend to report the Distribution as a distribution described in Section 355(a) of the Code. The tax opinion will be subject to customary qualifications and assumptions, and will be based on factual representations and undertakings of SilverSun, SilverSun Holdings and Rhodium. If any of those representations, covenants or assumptions is inaccurate or there are changes in existing facts or law between the date of this registration statement and the Mergers, tax counsel may not be able to provide the tax opinion and, in such a case, the parties do not intend to report the Distribution as a distribution qualifying under Section 355(a) of the Code.

The determination of whether a distribution qualifies under Section 355(a) of the Code is a factually intensive determination and relies on certain unsettled legal standards. Moreover, if a tax opinion is rendered (as described above), the tax opinion will not be binding on the IRS or the courts, and the IRS or the courts may not agree with the conclusions set forth in the tax opinion. SilverSun does not intend to obtain an IRS private letter ruling regarding qualification of the Distribution as a distribution under Section 355(a) of the Code. Therefore, no assurances can be given that the Distribution will qualify as a distribution under Section 355(a) of the Code. Whether or not the Distribution qualifies as a distribution described in Section 355(a) of the Code, the Distribution will be taxable to SilverSun. Pursuant to the Tax Matters Agreement to be entered into as a condition to the closing of the Mergers, SilverSun Holdings will indemnify SilverSun for any tax arising from the Distribution in an amount in excess of one million dollars. If the Distribution were determined not to qualify as a distribution under Section 355(a) of the Code, then a U.S. holder (as defined in the section titled “Material U.S. Federal Income Tax Consequences”) who receives SilverSun Holdings common stock in the Distribution, generally would be treated as receiving a corporate distribution in an amount equal to the fair market value of the SilverSun Holdings common stock received. In addition, the Dividend will also be treated as a corporate distribution to holders regardless of the treatment of the Distribution for U.S. federal income tax purposes. A corporate distribution is treated as a taxable dividend to the extent of such U.S. holder’s share of SilverSun’s current or accumulated earnings and profits. Distributions in excess of a U.S. holder’s share of SilverSun’s current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce such U.S. holder’s adjusted tax basis in their shares of SilverSun common stock with any further excess giving rise to capital gain.

U.S. holders are urged to carefully review the information set forth in the section titled “Material U.S. Federal Income Tax Consequences” for a general discussion of the material U.S. federal income tax consequences of the Distribution and Dividend, in addition to consulting their own tax advisors as to the specific tax consequences to them of the Distribution and Dividend. Non-U.S. holders are urged to consult with their tax advisor regarding the U.S. federal income tax consequences of the Distribution and Dividend.

Governance and Management of SilverSun (Page 139)

Upon consummation of the Mergers, it is expected that the SilverSun Board will be comprised of seven persons designated by Rhodium. Information about the directors and executive officers of SilverSun following the consummation of the Mergers is set forth in “Governance and Management” beginning on page 139.

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Treatment of Outstanding Equity Awards (Page 76)

SilverSun Stock Options

Each SilverSun stock option that is outstanding immediately prior to the Second Effective Time but following the Reverse Stock Split shall (A) if the exercise price of such SilverSun stock option is equal to or greater than the Per Share SilverSun Value (as defined in the Merger Agreement), terminate and be cancelled as of immediately prior to the Second Effective Time, without any consideration being payable in respect of each such SilverSun stock option, and have no further force or effect, and (B) if the exercise price of such SilverSun stock option is less than the Per Share SilverSun Value, (i) be fully vested as of immediately prior to the Second Effective Time, (ii) be converted into an option award with respect to a number of shares of SilverSun Class A common stock equal to the total number of shares of SilverSun common stock subject to such SilverSun stock option immediately prior to the Second Effective Time but following the Reverse Stock Split and (iii) shall automatically expire on the 90th day following the Closing (each, a “SilverSun Adjusted Option Award”). Following the Second Effective Time, (i) no cancelled SilverSun stock option that was outstanding immediately prior to the Second Effective Time shall remain outstanding and each former holder of a cancelled SilverSun stock option will cease to have any rights with respect to such cancelled SilverSun stock option and (ii) each SilverSun Adjusted Option Award shall continue to have, and shall continue to be subject to, the same terms and conditions (other than as set forth in the previous sentence) as applied to the corresponding SilverSun stock option as of immediately prior to the Second Effective Time.

Rhodium Restricted Stock Units

Each Rhodium restricted stock unit (a “Rhodium RSU”) that is outstanding immediately prior to the First Effective Time and with respect to which both the applicable time-based vesting condition and the applicable performance-based vesting condition will be satisfied upon and as a result of the consummation of the Mergers (a “Vested Company RSU”) shall, as of the First Effective Time, be automatically cancelled without any action on the part of any holder thereof in consideration for the right to receive a number of shares of SilverSun Class A common stock equal to the product obtained by multiplying (x) the total number of shares of Rhodium Class A common stock subject to such Vested Company RSU immediately prior to the First Effective Time by (y) the Rhodium Class A Exchange Ratio (as defined in the Merger Agreement). Each Rhodium RSU that is outstanding immediately prior to the First Effective Time and that is not a Vested Company RSU shall, as of the First Effective Time, automatically and without any action on the part of the holder thereof, be converted into a restricted stock unit award with respect to a number of shares of SilverSun Class A common stock equal to the product obtained by multiplying (x) the total number of shares of Rhodium Class A common stock subject to such unvested Rhodium RSU immediately prior to the First Effective Time by (y) the Rhodium Class A Exchange Ratio (each, a “Rhodium Adjusted RSU Award”). Each such Rhodium Adjusted RSU Award shall continue to have, and shall be subject to, the same terms and conditions (including vesting and settlement terms) as applied to the corresponding unvested Rhodium RSU immediately prior to the First Effective Time.

Accounting Treatment

The Mergers will be accounted for as a business combination in accordance with accounting principles generally accepted in the United States (“GAAP”). Under this method of accounting, Rhodium Enterprises Acquisition LLC, the successor to Rhodium will be treated as the accounting acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Mergers will be treated as the equivalent of Rhodium acquiring SilverSun for U.S. GAAP purposes.

Interests of Certain SilverSun Directors and Executive Officers in the Mergers and the Distribution (Page 145)

In considering the recommendations of the SilverSun Board to vote for the proposal approving the Merger Agreement, the Separation Agreement and the transactions contemplated thereby, including the Mergers and the Distribution, the SilverSun stockholders should be aware that certain of SilverSun directors and executive officers, and their affiliates, have interests in the Mergers and the Distribution that may be different from, or in addition to, the interests of other SilverSun stockholders generally and may create potential conflicts of interest.

These interests include the following:

• SilverSun’s directors and executive officers are entitled to continued indemnification and insurance coverage under the Merger Agreement.

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Rhodium Voting Agreement Approval (Page 85)

The authorization, approval and adoption of the Merger Agreement is subject to the approval of the Rhodium stockholders. The written consent or affirmative vote of the holders of a majority of the outstanding shares of Rhodium’s Class B common stock, Rhodium’s only class of voting stock, is required to approve the Merger Agreement and the Mergers. In connection with the Merger Agreement, certain Rhodium directors, executive officers and stockholders owning 100% of the issued and outstanding Rhodium Class B common stock entered into the Rhodium Voting and Support Agreement with SilverSun pursuant to which, among other matters, such stockholders have agreed to vote their respective shares of Rhodium Class B common stock for the approval and adoption of the Merger Agreement and the transactions contemplated thereby, including the Mergers.

SilverSun Voting Agreement (Page 85)

In connection with the execution of the Merger Agreement, SilverSun directors, executive officers and certain SilverSun stockholders entered into the SilverSun Voting and Support Agreement with Rhodium. Pursuant to the SilverSun Voting and Support Agreement, subject to certain exceptions, certain SilverSun directors, executive officers and stockholders who collectively beneficially owned approximately 39% of the outstanding SilverSun common stock as of the date of this proxy statement/prospectus, have committed to vote the shares each party thereto beneficially owns, in favor of the adoption of the Merger Agreement and any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Mergers and to take (and refrain from taking) certain other actions in connection therewith, including not to, among other things, sell, transfer, enter into any agreement to sell, transfer, or exchange any of the shares of SilverSun common stock owned by such person during the period between the Closing and the earlier of (a) 90 days after the Closing and (b) the date that a shelf registration statement filed pursuant to the registration rights agreement becomes effective. Similarly, Rhodium’s directors, executive officers and certain stockholders of the Rhodium have, concurrently with the execution and delivery of the Merger Agreement and in their capacity as stockholders of Rhodium, entered into a voting agreement with SilverSun pursuant to which such directors, officers and stockholders have agreed that, as promptly as practicable following the effectiveness of the registration statement of which this prospectus is a part, they will approve, by written consent or by vote at a duly held meeting of the stockholders of Rhodium the execution, delivery and performance of the Merger Agreement and any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement and take (and refrain from taking) certain other actions in connection therewith.

Summary of Merger Agreement (Annex A)

The Merger Agreement is attached as Annex A to this proxy statement/prospectus and governs the terms of the Mergers.

Conditions to the Mergers

The Merger Agreement contains a number of closing conditions, including the following conditions that apply to the obligations of each of SilverSun, Rhodium, Merger Sub I and Merger Sub II.

Conditions to Each Party’s Obligation to Consummate the Transactions

The Merger Agreement contains a number of closing conditions, including the following conditions that apply to the obligations of each of SilverSun, Rhodium, Merger Sub I and Merger Sub II:

• SilverSun shall have obtained the approval of its stockholders to adopt the Merger Agreement and the Transactions contemplated by the Merger Agreement, including the Mergers;

• Rhodium shall have obtained the approval of its Class B stockholders to adopt the Merger Agreement;

• the registration statement on Form S-4 (together with all amendments and supplements, and including this proxy statement/prospectus, the “registration statement”), of which this proxy statement/prospectus forms a part, shall have become effective under the Securities Act, and no stop order suspending the effectiveness of the SilverSun registration statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened in writing by the SEC or its staff and not withdrawn; the registration statement on Form 10, as may be amended from time to time, filed by SilverSun with the SEC to effect the registration of the shares of common stock of SilverSun Holdings shall have become effective and no proceeding for that purpose shall have been initiated or threatened in writing by the SEC or its staff and not withdrawn;

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• the parties to the Merger Agreement shall have received all approvals with any governmental body necessary to consummate the transactions contemplated by the Merger Agreement, including, but not limited to, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if applicable; and

• there have not been enacted, promulgated or made effective following the date of the Merger Agreement any law or order by a governmental body of competent jurisdiction that enjoins or otherwise prohibits or makes illegal, and there has not been any legal action by any governmental body seeking to enjoin or prohibit or make illegal, the consummation of the transactions contemplated by the Merger Agreement, and there is not in effect any injunction (whether temporary, preliminary or permanent) by any governmental body of competent jurisdiction that enjoins or otherwise prohibits the consummation of the transactions contemplated by the Merger Agreement.

Conditions to the SilverSun Entities Obligation to Consummate the Transactions

In addition to the conditions described above, the obligation of the SilverSun Entities to effect, or cause to be effected, the transactions contemplated by the Merger Agreement, including the Mergers, are also subject to the satisfaction of the following conditions, unless waived by writing by SilverSun:

• Certain representations and warranties of Rhodium shall be true and correct as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), subject to certain exceptions depending on the specific representation and warranty.

• Rhodium shall have performed in all material respects its obligations and covenants required to be performed by it at or before closing under the Merger Agreement at or before closing.

• There shall not have been a Company Material Adverse Effect (as such term is defined in the Merger Agreement).

• SilverSun shall have received a certificate, signed by an executive officer of Rhodium, from Rhodium certifying certain of its representations and warranties, and SilverSun shall have received from Rhodium each of the other documents and agreements required to be delivered by Rhodium to SilverSun at closing under the Merger Agreement at or prior to closing.

Conditions to the Rhodium Obligation to Consummate the Transactions

In addition to the conditions described above, the obligation of Rhodium to effect, or cause to be effected, the transactions contemplated by the Merger Agreement, including the Mergers, are also subject to the satisfaction of the following conditions, unless waived by writing by Rhodium:

• Certain representations and warranties of the SilverSun Entities shall be true and correct as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), subject to certain exceptions depending on the specific representation and warranty.

• Each SilverSun Entity shall have performed in all material respects its obligations and covenants required to be performed by it at or before closing under the Merger Agreement at or before closing.

• There shall not have been a Parent Material Adverse Effect (as such term is defined in the Merger Agreement).

• Rhodium shall have received from SilverSun the Separation Agreement and each Ancillary Agreement (as defined in the Separation Agreement) duly executed by the parties to the separation agreement and the transaction contemplated thereby shall have been consummated in all material respects (except the Distribution) immediately prior to the First Effective Time.

• Rhodium shall have received a certificate, signed by an executive officer of SilverSun, from SilverSun certifying certain of its representations and warranties, and Rhodium shall have received from the SilverSun Entities each of the other documents and agreements required to be delivered by Rhodium to SilverSun at closing under the Merger Agreement at or prior to closing.

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• SilverSun will not be subject to any liability for indebtedness (including for borrowed money or otherwise) at the closing (except as disclosed on the Parent Disclosure Schedules (as defined in the Merger Agreement)) and the SilverSun Entities’ expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby have not exceeded $3,000,000.

There can be no assurance regarding when these conditions or other closing conditions will be satisfied, if at all.

No Solicitation

The Merger Agreement contains customary “no solicitation” provisions that prohibit SilverSun from taking any action to solicit a takeover proposal. The Merger Agreement does not, however, prohibit SilverSun, during the twenty-business day period following the date of the Merger Agreement, from furnishing information to or participating in negotiations with a person making an unsolicited bona fide takeover proposal that the SilverSun Board determines is or is reasonably likely to lead to a takeover proposal if the failure to do so would be inconsistent with the SilverSun Board’s fiduciary duties to its stockholders.

Termination of the Merger Agreement/Termination Fees

The Merger Agreement may be terminated at any time before the Second Effective Time, whether before or after obtaining the requisite vote of SilverSun stockholders, by mutual written consent of SilverSun and Rhodium.

The Merger Agreement may be terminated, and the transactions abandoned, by either SilverSun or Rhodium at any time before the First Effective Time, by written notice from one to the other if (i) the Closing has not occurred on or before March 31, 2023 (the “Termination Date”), except that the right to terminate the Merger Agreement for this reason is not available to any party who is then in material breach of the Merger Agreement; (ii) the requisite vote of SilverSun stockholders has not been obtained by reason of the failure to obtain the required vote at the SilverSun Stockholders’ Special Meeting (or any adjournment or postponement of such meeting) duly convened for such purpose, except that the right to terminate the Merger Agreement for this reason shall not be available to SilverSun where the failure to obtain the requisite vote has been caused by the action or failure to act of any of the SilverSun Entities or such action or failure to act constitutes a material breach by any of the SilverSun Entities of the Merger Agreement; or (iii) any law or order is enacted, issued, promulgated or entered by a governmental authority of competent jurisdiction (including Nasdaq) that permanently enjoins, or otherwise prohibits the consummation of the transactions, and (in the case of any order) such order has become final and non-appealable.

The Merger Agreement may be terminated, and the transactions abandoned, by Rhodium at any time before the First Effective Time, if (i) there has been a Parent Adverse Recommendation Change (as such term is defined in the Merger Agreement); (ii) the SilverSun Board approves, endorses, solicits or recommends to stockholders a superior proposal or a tender offer, exchange offer or other transaction for any outstanding shares of capital stock of a SilverSun Entity is commenced before obtaining the requisite vote of SilverSun stockholders and the SilverSun Board fails to recommend against acceptance of such superior proposal, tender offer, exchange offer or other transaction by its stockholders within ten business days after commencement of such superior proposal, tender offer, exchange offer or other transaction; (iii) there has been a material breach of the no solicitation provision of the Merger Agreement by the SilverSun Entities; (iv) any SilverSun Entity breaches any of its representations, warranties, covenants or agreements contained in the Merger Agreement, which breach (a) would give rise to the failure to satisfy the general closing conditions or the closing conditions to the obligations of Rhodium at the closing and (b) such breach cannot be cured by the Termination Date, or, if curable, has not been cured by the SilverSun Entities within the earlier of (A) 30 days after SilverSun’s receipt of written notice of such breach from Rhodium and (B) three business days prior to the Termination Date, subject to certain conditions; (v) all of the general closing conditions and the closing conditions to the obligations of SilverSun at the closing have been satisfied (other than any condition the failure of which to be satisfied has been principally caused by the breach of the Merger Agreement by any SilverSun Entity or any of their respective affiliates and conditions that, by their nature, are to be satisfied at Closing and which are, at the time of termination, capable of being satisfied) and the SilverSun Entities have failed to fulfill their respective obligations and agreements contained in the Merger Agreement to consummate the Closing within three business days following written notice of such satisfaction from Rhodium and Rhodium is ready, willing and able to consummate the Closing; or (vi) the requisite vote of the SilverSun stockholders has not been obtained by the Termination Date solely due to the action or failure to act by any of the SilverSun Entities and such action or failure to act constitutes a material breach by any of the SilverSun Entities of the Merger Agreement.

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The Merger Agreement may be terminated, and the transactions abandoned, by SilverSun at any time before the First Effective Time, if (i) Rhodium breaches any of its representations, warranties, covenants or agreements contained in the Merger Agreement, which breach (a) would give rise to the failure to satisfy the general closing conditions or the closing conditions to the obligations of SilverSun at the Closing and (b) such breach cannot be cured by the Termination Date, or, if curable, has not been cured by Rhodium within the earlier of (A) 30 days after Rhodium’s receipt of written notice of such breach from SilverSun and (B) three business days prior to the Termination Date, subject to certain conditions; or (ii) all of the general closing conditions and the closing conditions to the obligations of Rhodium at the Closing have been satisfied (other than any condition the failure of which to be satisfied has been principally caused by the breach of the Merger Agreement by Rhodium or any of its affiliates and conditions that, by their nature, are to be satisfied at Closing and which are, at the time of termination, capable of being satisfied) and Rhodium has failed to fulfill its obligations and agreements contained in the Merger Agreement to consummate the Closing within three business days following written notice of such satisfaction from SilverSun and SilverSun is ready, willing and able to consummate the Closing.

If the Merger Agreement is validly terminated pursuant to the termination section of the Merger Agreement, except as provided below, it shall become void and of no further force and effect, with no liability (except as provided below) on the part of any party (or any stockholder, affiliate or representative of such party), except that, if such termination results from (a) fraud or (b) the willful and material (i) failure of any party to perform its covenants, obligations or agreements contained in the Merger Agreement or (ii) breach by any party of its representations or warranties contained in the Merger Agreement, then such party shall be liable for any damages incurred or suffered by the other parties as a result of such failure or breach.

SilverSun shall pay, or cause to be paid, to Rhodium (or its designee(s)) by wire transfer of immediately available funds an amount equal to $5,000,000.00, if the Merger Agreement is terminated by Rhodium pursuant to the unilateral termination provisions in favor of Rhodium described above.

Rhodium shall pay, or cause to be paid, to SilverSun (or its designee(s)) by wire transfer of immediately available funds an amount equal to $5,000,000.00, if the Merger Agreement is terminated by SilverSun pursuant to the unilateral termination provisions in favor of SilverSun described above.

Expenses (Page 83)

Transaction Expenses

Except as otherwise provided in the Merger Agreement, whether or not the Merger is consummated, all expenses (including those payable to representatives of the parties) incurred by any party or on its behalf in connection with the Merger Agreement and the transactions contemplated by it (“Expenses”) shall be paid by the party incurring those Expenses; provided, however, that following the Mergers the Surviving Company will not have any liability with respect to any Expenses of the SilverSun Entities, including with respect to any Expenses (including, any filing and mailing fees) related to the Registration Statement (which such Expenses shall be the sole cost and responsibility of SilverSun Holdings pursuant to the terms of the Separation Agreement).

Stockholder Rights (Page 166)

SilverSun is incorporated under the laws of the State of Delaware. In accordance with the Merger Agreement, upon the consummation of the Mergers, the former holders of Rhodium Class A common stock and Class B common stock will have the right to receive shares of SilverSun Class A common stock and Class B common stock. Their rights as a stockholder of SilverSun will continue to be governed by the laws of the State of Delaware, and by SilverSun’s Amended and Restated Certificate of Incorporation and SilverSun’s Amended and Restated Bylaws. For a summary of the material rights of SilverSun stockholders under its organizational documents and the Delaware statutory framework, please see “Description of Capital Stock of the Combined Company” beginning on page 166.

Other Terms of the Merger Agreement

SilverSun and Rhodium each have made customary representations, warranties and covenants in the Merger Agreement, in each case generally subject to customary materiality qualifiers. Among other things, each party has agreed, subject to certain exceptions, (i) to conduct its business in the ordinary course, from the date of the Merger Agreement until the earlier of the consummation or the termination of the Merger Agreement, and (ii) not to take certain actions prior to the Closing without the prior written consent of the other party.

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The Merger Agreement contains representations, warranties, covenants and other terms, provisions and conditions that the parties thereto made to each other as of specific dates. The assertions embodied therein were made solely for purposes of the Merger Agreement and may be subject to important qualifications and limitations agreed to by the parties thereto in connection with negotiating their respective terms. Moreover, they may be subject to a contractual standard of materiality that may be different from what may be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties thereto rather than establishing matters as facts. For the foregoing reasons, no person should rely on such representations, warranties, covenants or other terms, provisions or conditions as statements of factual information at the time they were made or otherwise. Unless required by applicable law, SilverSun undertook no obligation to update such information.

Matters to be Considered at the Special Meeting

SilverSun stockholders will be asked to vote to adopt or approve, as applicable, the Merger Proposal, the Separation and Distribution Proposal, the Charter Proposal, the 2022 Plan Proposal, the Share Issuance Proposal and the Director Election Proposal, and to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Summary Risk Factors

Risks Relating to the Mergers

• The value of the shares of SilverSun Class A common stock may decrease following the Mergers, the date of this proxy statement/prospectus or the date of the Special Meeting.

• The pre-Merger SilverSun stockholders will have a significantly reduced ownership and voting interest in SilverSun after the Mergers and will exercise minimal influence over management of the Combined Company.

• The Mergers are subject to a number of conditions, some of which are beyond the control of the parties to the Merger Agreement.

• The Merger Agreement limits SilverSun’s ability to pursue an alternative acquisition proposal and requires SilverSun to pay a termination fee of $5,000,000 if it does.

• The Mergers will result in Imperium, which is currently Rhodium’s largest and controlling owner, holding a substantial portion of the common stock of the Combined Company, with the right to appoint a portion of the Combined Company Board, and its interests may conflict with those of other stockholders.

Risks Related to Ownership of SilverSun Class A Common Stock

• The absence of a historical trading market for Rhodium Class A common stock creates uncertainty about future trading prices of the SilverSun Class A common stock following the Mergers.

Risks Relating to the Business of Rhodium and the Combined Company

• While the Mergers are pending, Rhodium will be subject to business uncertainties and contractual restrictions that could adversely affect its business.

• Rhodium’s operations are subject to power risk related to power supply, electricity pricing volatility and hosting services. Rhodium does not have fixed electricity pricing at its Temple Site and there is a risk that it may not have a fixed electricity price at this site.

• The Rockdale Site is subject to access risks which could create a risk of avoidable downtime due to the inability to perform maintenance or make repairs when needed, and a risk of avoidable damage to equipment for the same reason.

• While the Mergers are pending, Rhodium may seek to raise additional funds, finance additional acquisitions or develop strategic relationships by issuing additional securities, including capital stock.

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• The Combined Company post-Closing management team has limited experience managing a public company.

• The Combined Company will depend on its management team, investment professionals and other key personnel, and the loss of their services could have a material adverse effect on SilverSun.

• Rhodium’s colocation hosting services agreement and its ability to commence or continue its operations at its Rockdale Site is dependent on leases between third parties.

• The Rockdale Site where Rhodium is currently conducting operations is subject to possible environmental risks.

• Rhodium’s mining operations will be heavily dependent on a continuous supply of large amounts of electricity to both the Rockdale and Temple Sites which is subject to disruption. Any such disruptions could result in disruption to Rhodium’s mining operations and affect Rhodium’s ability to operate efficiently and profitably.

• Disruption of high-speed broad-band Internet access to the Rockdale Site and/or Temple Site will result in disruption to Rhodium’s mining operations and affect Rhodium’s ability to operate efficiently and profitably.

• There is a risk that Rhodium will not secure the funds necessary to finance its operations or future purchases of Bitcoin mining equipment from its suppliers.

• Rhodium is subject to ongoing litigation matters and may become subject to other disputes, including other intellectual property disputes, which are costly and may subject Rhodium to significant liability and increased costs of doing business.

• Future developments regarding the treatment of Bitcoin for U.S. federal income and foreign tax purposes could adversely affect Rhodium.

• Rhodium does not presently have the funds required to fulfill its business plan.

• The market and price for Bitcoin generated by Rhodium can be highly volatile, which may reduce revenues and net income.

Risks Relating to Regulatory and Political Matters

• Rhodium is subject to a highly evolving regulatory landscape and any adverse changes to, or its failure to comply with, any laws and regulations could adversely affect its business, prospects or operations.

• It may be illegal now, or in the future, to acquire, own, hold, sell or use Bitcoin, or other cryptocurrencies, participate in blockchains or utilize similar cryptocurrency assets in one or more countries, the ruling of which would adversely affect Rhodium.

• Rhodium is subject to risks associated with its need for significant electrical power. Government regulators may potentially restrict the ability of electricity suppliers to provide electricity to Bitcoin mining operations, such as Rhodium’s.

Summary of Separation Agreement (Annex B)

The Separation Agreement is attached as Annex B to this proxy statement/prospectus and governs the terms of the Distribution.

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SilverSun Holdings will operate the pre-Closing business of SWK and SCS, and SilverSun Holdings will prepare and file for public listing of the SilverSun Holdings shares distributed in the Distribution in reliance on the Form 10 that will be filed by SilverSun Holdings with the SEC.

Promptly following the Second Merger (and in all events on the same business day as the Second Effective Time), SilverSun will issue a cash dividend of at least $1.50 per pre-Merger/pre-Reverse Stock Split share pro rata in the aggregate amount of approximately $8,500,000 (the “Dividend”) to its pre-Merger SilverSun stockholders of record as of a record date, which shall be prior to the closing of the Mergers, to be determined by the SilverSun Board, which record date shall be the same date as the record date for the Distribution (the “Dividend and Distribution Record Date”). The Dividend amount shall come from the $10,000,000 cash to be received from Rhodium in connection with the Mergers.

Following the Distribution, SilverSun will have no wholly-owned subsidiaries other than CCDC. The Separation Agreement sets forth the terms and conditions regarding the separation of the cybersecurity and cloud services businesses from SilverSun.

Prior to the filing of the Form 10, SilverSun will contribute all of the issued and outstanding common stock of its wholly owned subsidiaries, SWK and SCS, to SilverSun Holdings (the “Contribution”). Following the Mergers, SilverSun will consummate the Distribution to the stockholders of SilverSun as of the Dividend and Distribution Record Date, pursuant to the Merger Agreement and Separation Agreement. Consummation of the Distribution is subject to conditions that must be satisfied or waived by SilverSun prior to the completion of the separation. In addition, SilverSun has the right in its sole and absolute discretion to determine the date and terms of the Distribution and Dividend and will have the right, at any time until completion of the Distribution, to determine to abandon or modify the Distribution and Dividend and to terminate the Separation Agreement.

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SUMMARY HISTORICAL FINANCIAL DATA OF SILVERSUN TECHNOLOGIES, INC.

The following table presents SilverSun’s selected historical financial information derived from SilverSun’s audited financial statements included elsewhere in this proxy statement/prospectus as of December 31, 2021 and for the two-years ended December 31, 2021 and SilverSun’s unaudited financial statements included elsewhere in this proxy statement/prospectus as of June 30, 2022 and for the six months ended June 30, 2022.

The financial data set forth below should be read in conjunction with, and is qualified by reference to, “SilverSun’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto included elsewhere in this proxy statement/prospectus. SilverSun’s financial statements are prepared and presented in accordance with GAAP.

	As of and for the Six Months Ended June 30,				As of and for the Years Ended December 31,
	2022		2021		2021		2020
Statement of Operations data:
Revenues:
Software product, net	5,393,043		3,765,496		7,863,387		7,661,580
Service, net	16,268,874		17,343,181		33,837,993		33,558,826
Total revenues, net	21,661,917		21,108,677		41,701,380		41,220,406

Cost of revenue:
Product	3,210,852		2,135,572		4,575,386		4,608,889
Service	9,618,930		9,955,888		19,917,936		20,032,536
Total cost of revenues	12,829,782		12,091,460		24,493,322		24,641,425

Gross profit	8,832,135		9,017,217		17,208,058		16,578,981

Selling, general and administrative
Selling and marketing expenses	3,628,714		3,333,414		6,719,909		7,365,912
General and administrative expenses	4,712,122		4,528,195		9,402,259		8,273,558
Share-based compensation expenses	91,890		49,932		441,310		10,194
Depreciation and amortization expenses	498,371		408,499		875,566		705,932
Total selling, general and administrative expenses	8,931,097		8,320,040		17,439,044		16,355,596

(Loss) income from operations	(98,962	)	697,177		(230,986	)	223,385

Other expenses
Other income	—		—		—		13,269
Interest expense	(42,652	)	(17,192	)	(46,802	)	(13,616	)
Gain on bargain purchase	—		—		71,539		—
Gain on sale of product line	—		—		250,000		—
Total other expense	(42,652	)	(17,192	)	274,557		(347	)

(Loss) income before taxes	(141,614	)	679,985		43,571		223,038

(Benefit) provision for income taxes	(13,192	)	195,017		(178,005	)	(47,391	)

Net (loss) income	(128,422	)	484,968		(134,434	)	175,647
Net (loss) income per common share
Basic	(0.03	)	0.10		(0.03	)	0.04
Diluted	(0.03	)	0.10		(0.03	)	0.04
Weighted average shares:
Basic	5,136,177		4,914,844		5,026,420		4,501,271
Diluted	5,136,177		4,916,797		5,026,420		4,501,271

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	Six Months Ended June 30,		Years Ended December 31,
	2022		2021		2020
Balance sheet data:
Assets
Current assets	9,950,071		10,710,922		8,628,550
Total assets	18,311,061		17,998,762		15,901,408

Liabilities and Stockholders’ Equity
Current liabilities	7,200,238		7,389,543		6,729,287
Total liabilities	8,990,770		8,641,939		8,621,416

Stockholders’ equity:
Common stock
$0.00001 par value; authorized 75,000,000 shares, 5,136,177 shares issued and outstanding	52		52		46
Additional paid-in capital	10,043,032		9,951,142		7,739,883
Accumulated deficit	(722,793	)	(594,371	)	(459,937	)
Total stockholders’ equity	9,320,291		9,356,823		7,279,992

Total liabilities and stockholders’ equity	18,311,061		17,998,762		15,901,408

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SUMMARY HISTORICAL FINANCIAL DATA OF RHODIUM

The following table presents summary historical consolidated financial data for the periods indicated. Rhodium derived the summary historical statements of operations data for the six months ended June 30, 2022 and 2021, and the balance sheet data as of June 30, 2022 from Rhodium’s unaudited interim consolidated financial statements, which have been included in this joint proxy statement/prospectus. Rhodium derived the summary historical statements of operations data for the periods ended December 31, 2021 and 2020, and the balance sheet data as of December 31, 2021 and 2020 from Rhodium’s audited consolidated financial statements and related notes thereto, which have been included in this proxy statement/prospectus.

In presenting the summary historical consolidated financial data in conformity with GAAP, Rhodium is required to make estimates and assumptions that affect the amounts reported. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates,” for a detailed discussion of the accounting policies that Rhodium believes require subjective and complex judgments and estimates included in Rhodium’s reported financial results. The unaudited financial statements as of and for the periods described above have been prepared on the same basis as the audited consolidated financial statements included in this proxy statement/prospectus and, in Rhodium’s opinion, include all normal recurring adjustments necessary for a fair statement of the information for the periods presented, subject to normal year end adjustment.

The summary historical consolidated financial data is only a summary and is not necessarily indicative of the results of future operations of Rhodium nor does it include the effects of the Mergers or related transactions discussed in this proxy statement/prospectus. This summary should be read together with other information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Consolidated Financial Statements,” and the audited and unaudited consolidated financial statements and related notes of Rhodium contained elsewhere in this proxy statement/prospectus.

	As of and for the Six Months Ended June 30,				Years Ended December 31,
($ in thousands, except share amounts)	2022		2021		2021		2020(1)
Statement of Operations data:
Revenue, net – Digital asset mining	$	68,273	$	48,181	$	137,630	$	5,150
Cost of revenue, excluding colocation expense, depreciation and amortization	$	9,940	$	3,995	$	10,371	$	623
Cost of revenue – colocation expense	$	3,717	$	1,555	$	8,528	$	—
Selling, general and administrative	$	15,129	$	3,951	$	11,803	$	2,380
Depreciation and amortization	$	14,452	$	6,284	$	15,967	$	2,953
Impairment of digital assets	$	14,799	$	14,396	$	39,570	$	68
Total Costs and expenses	$	58,037	$	30,181	$	86,239	$	6,024

Operating profit	$	10,236	$	18,000	$	51,390	$	(874	)

Net income (loss)	$	10,673	$	14,912	$	69,138	$	(531	)
Net income (loss) attributable to Rhodium Enterprises Inc.	$	5,111	$	2,280	$	29,644	$	(287	)


Balance Sheet data:
Total assets	$	293,586	$		$	304,688	$	45,264
Total liabilities	$	188,605	$		$	209,272	$	40,984
Stockholders’ equity and members’ equity	$	104,981	$		$	95,416	$	4,280
Class A shares outstanding		110,593,401		110,593,401		110,593,401		—
Class B shares outstanding		100		100		100		—

____________

(1) For the period from April 1, 2020 (inception) to December 31, 2020.

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SUMMARY UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial information (the “summary pro forma data”) gives effect to the Mergers and the Distribution and related transactions described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements”. The summary pro forma data was prepared using the acquisition method of accounting under GAAP, with Rhodium being deemed the accounting acquirer of SilverSun.

The summary pro forma data is presented for illustrative purposes only, incorporates certain assessments and judgments made solely by Rhodium and SilverSun and is not necessarily indicative of the operating results or financial position that would have occurred if the Mergers and related transactions had been completed as of the beginning of the period presented, nor is it necessarily indicative of the future operating results or financial position of the Combined Company. In addition, the summary pro forma data includes adjustments which are preliminary and may be revised. There can be no assurance that such revisions will not result in material changes to the information presented. The summary selected unaudited pro forma condensed combined balance sheet data combines the consolidated balance sheets of Rhodium and SilverSun as of June 30, 2022 and gives effect to the transactions as if they had occurred on June 30, 2022. The summary selected unaudited pro forma condensed combined statements of operations data combines the historical results of Rhodium and SilverSun for (i) the period ended June 30, 2022 and gives effect to the transactions as if they had occurred on January 1, 2022 and (ii) for the year ended December 31, 2021 and gives effect to the transactions as if they had occurred on December 31, 2021. The summary pro forma data has been derived from and should be read in conjunction with the financial statements and the related notes of both Rhodium and SilverSun included herein or incorporated by reference into this proxy statement/prospectus and the more detailed unaudited pro forma condensed combined financial information, including the notes thereto.

Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data

($ in thousands)	As of June 30, 2022
Total Assets	$	283,605
Total Liabilities	$	189,605
Total Stockholders’ and Members’ Equity	$	94,000

Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data

($ in thousands, except per share amounts)	Period Ended June 30, 2022		Year Ended December 31, 2021
Total Revenues	$	68,291	$	137,630
Total Operating Expenses	$	58,038	$	86,247
Total Other Income (Expense)	$	3,985	$	40,671
Net Income (Loss)	$	10,690	$	69,132
Net Income (loss) per common share, Basic
Net Income (loss) per common share, Diluted

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CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements that do not directly or exclusively relate to historical facts. You can typically identify forward-looking statements by the use of forward-looking words, such as “may,” “will,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast” and other words of similar import. Forward-looking statements include information concerning possible or assumed future results of operations, including statements about the following subjects:

• the ability of the parties to consummate the proposed Mergers, the Distribution and related transactions, in a timely manner or at all, including the willingness of SilverSun’s stockholders to approve the Proposals;

• the ability of the parties to satisfy one or more conditions to the completion of the transactions;

• benefits, effects or results of the proposed Mergers, the Distribution and related transactions;

• cost reductions, operating efficiencies or synergies resulting from the proposed Mergers and Distribution;

• operations and results after the proposed Mergers and Distribution;

• the ability of the combined company to integrate its operations and to realize the anticipated synergies or benefits of the transactions;

• business strategies;

• growth opportunities;

• competitive position;

• market outlook;

• regulatory outlook with respect to Rhodium’s operations;

• expected financial position;

• expected results of operations and future cash flows;

• changes in capital markets, financing plans, including the ability to raise additional capital on favorable terms or at all;

• budgets for capital and other expenditures;

• plans and objectives of management;

• any required regulatory approvals of the transaction, including the Securities and Exchange Commission;

• any litigation related to the Mergers and Distributions;

• tax treatment of the proposed Mergers, Dividend and Distribution;

• accounting treatment of the proposed Mergers and Distribution;

• costs incurred in connection with the proposed Mergers and Distribution, including costs in excess of those currently anticipated; and

• any other statements regarding future growth, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

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These forward-looking statements represent intentions, plans, expectations, assumptions, and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of Rhodium’s or SilverSun’s control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In addition to the risk factors described in this proxy statement/prospectus under “Risk Factors.”

In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than is described. You should consider the areas of risk and uncertainty described above and discussed under “Risk Factors” in this proxy statement/prospectus and the other documents SilverSun and Rhodium file with the SEC and incorporates by reference in connection with any written or oral forward-looking statements that may be made after the date of this proxy statement/prospectus by SilverSun or Rhodium or anyone acting for any or all of them. Except as may be required by law, none of SilverSun or Rhodium undertakes any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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RISK FACTORS

In addition to the other information included and incorporated by reference in this proxy statement/prospectus, SilverSun stockholders should carefully consider the matters described below to determine whether to approve the Proposals. Additional risks and uncertainties are described in detail under the caption “Risk Factors” in SilverSun’s Annual Report on Form 10-K for the year ended December 31, 2021, which is incorporated by reference.

Risks Relating to the Mergers

The Mergers are subject to a number of conditions, some of which are beyond the control of the parties to the Merger Agreement.

The Merger Agreement contains a number of closing conditions, including the following conditions that apply to the obligations of each of SilverSun, Rhodium, Merger Sub I and Merger Sub II:

• SilverSun shall have obtained the approval of its stockholders to adopt the Merger Agreement, the Separation Agreement, the 2022 Plan and the Amended and Restated Certificate of Incorporation;

• Rhodium shall have obtained the approval of its Class B stockholders to adopt the Merger Agreement;

• the SEC shall have declared the registration statement, of which this proxy statement/prospectus forms a part, to be effective, and no stop order concerning the registration statement shall be in effect;

• the Form 10 shall have become effective and no stop order concerning the Form 10 being in effect;

• the shares of SilverSun Class A common stock to be issued to SilverSun stockholders and Rhodium stockholders pursuant to the Merger Agreement shall have been approved for listing on Nasdaq pursuant to Nasdaq Listing Rules 5635, subject only to official notice of issuance;

• the parties to the Merger Agreement shall have received all approvals with any governmental body necessary to consummate the transaction, including, but not limited to, the expiration or termination of the waiting period under the HSR Act; and

• none of the parties to the Merger Agreement shall be subject to any decree, order or injunction of a U.S. court of competent jurisdiction that prohibits the consummation of the Mergers.

In addition to the conditions described above, neither SilverSun nor Rhodium is obligated to effect the Mergers unless the following conditions, as applicable, are satisfied or waived by that party on or before the Closing:

• The representations and warranties of the other party shall be true and correct as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), subject to certain exceptions depending on the specific representation and warranty.

• The other parties shall have performed in all material respects their covenants and agreements under the Merger Agreement.

• No event, circumstance, development, change or effect shall have occurred since the date of the Merger Agreement that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on the other party.

There can be no assurance regarding when these conditions will be satisfied or other closing conditions, if at all.

The pre-Merger SilverSun stockholders will have a significantly reduced ownership and voting interest after the Mergers and will exercise little to no influence over management of the Combined Company.

After the completion of the Mergers, the pre-Merger SilverSun stockholders will own a significantly smaller percentage of the Combined Company than they currently own of SilverSun. Upon completion of the Mergers, the SilverSun Legacy Stockholders will retain approximately 3.2% of SilverSun’s outstanding voting power and economic interest of its subsidiaries. The Rhodium Legacy Stockholders will receive approximately 96.8% of SilverSun’s outstanding voting power, and Imperium will hold 100% of the SilverSun Class B common stock following the

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consummation of the Mergers. Consequently, the SilverSun Legacy Stockholders as a group, will have significantly reduced ownership and voting power in the Combined Company compared to their ownership and voting power in SilverSun prior to the completion of the Mergers. In particular, SilverSun stockholders, as a group, will have minimal ownership and voting power of SilverSun and therefore will be able to exercise little to no influence over the management and policies of the Combined Company.

The SilverSun stockholders may not realize a benefit from the Merger commensurate with the ownership dilution they will experience in connection with the Mergers.

SilverSun anticipates that the market value of the percentage of SilverSun Class A common stock owned by SilverSun stockholders following completion of the Mergers will be roughly equivalent to the market value of the aggregate Class A common stock of each respective company prior to completion of the Mergers. However, if SilverSun is unable to realize the strategic financial benefits currently anticipated from the Mergers, the SilverSun stockholders will have experienced substantial dilution of their respective ownership interests without receiving the commensurate benefit.

SilverSun has incurred and will incur significant transaction costs in connection with the Mergers.

Except as otherwise provided in the Merger Agreement, whether or not the Mergers are consummated, all expenses incurred by any party or on its behalf in connection with the Merger Agreement and the transactions contemplated thereby shall be paid by the party incurring such expenses. Such expenses are expected to be significant.

While the Mergers are pending, SilverSun will be subject to business uncertainties and contractual restrictions that could adversely affect its businesses.

Uncertainty about the effect of the Mergers on employees, customers and suppliers may have an adverse effect on SilverSun and, consequently, on the Combined Company. These uncertainties may impair SilverSun’s ability to attract, retain and motivate key personnel until the Mergers are consummated and for a period of time thereafter, and could cause customers, suppliers and others who deal with SilverSun to seek to change existing business relationships with SilverSun. Employee retention may be particularly challenging during the pendency of the Mergers because employees may experience uncertainty about their future roles with the Combined Company. If, despite SilverSun’s retention efforts, key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the Combined Company, the Combined Company’s business could be seriously harmed.

Failure to complete the Mergers could negatively impact the stock price and the future business and financial results of SilverSun because of, among other things, the disruption that would occur as a result of uncertainties relating to a failure to complete the Mergers.

If the Mergers are not completed for any reason, SilverSun could be subject to several risks, including the following:

• being required to pay Rhodium a termination fee of $5,000,000 in certain circumstances, as described under “The Merger Agreement — Expenses and Termination Fees” beginning on page 83;

• having had the focus of management of SilverSun directed toward the Mergers and post-merger planning instead of on the SilverSun’s core business and other opportunities that could have been beneficial to SilverSun; and

• incurring substantial transaction costs related to the Mergers.

In addition, SilverSun would not realize any of the expected benefits of having completed the Mergers.

If the Mergers are not completed, the price of SilverSun common stock may decline to the extent that the current market price of that stock reflects a market assumption that the Mergers will be completed and that the related benefits and synergies will be realized, or as a result of the market’s perceptions that the Mergers were not consummated due to an adverse change in SilverSun’s business. In addition, SilverSun’s business may be harmed, and the prices of its stock may decline as a result, to the extent that customers, suppliers and others believe that SilverSun cannot compete in the marketplace as effectively without the Mergers or otherwise remain uncertain about SilverSun’s future prospects in the absence of the Mergers.

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Similarly, current and prospective employees of SilverSun may experience uncertainty about their future roles with the Combined Company and choose to pursue other opportunities, which could adversely affect SilverSun, as applicable, if the Mergers are not completed. The realization of any of these risks may materially adversely affect the business, financial results, financial condition and stock price of SilverSun.

Some of the directors and executive officers of SilverSun have interests in the Mergers that are different from the interests of the SilverSun stockholders generally.

When considering the recommendation of the SilverSun Board with respect to the Mergers, SilverSun stockholders should be aware that some directors and executive officers of SilverSun and their affiliates have interests in the Mergers that are different from, or in addition to, the interests of the SilverSun stockholders generally. SilverSun stockholders should consider these interests in conjunction with the recommendation of the directors of SilverSun to approve the Merger Agreement, the Mergers and the other transactions in connection with and contemplated thereby. These interests are described more fully in “The Mergers — Interests of Certain SilverSun Directors and Executive Officers in the Merger” beginning on page 13.

The Mergers will result in Imperium, which is currently Rhodium’s largest and controlling owner, holding a substantial portion of the common stock of the Combined Company, with the right to appoint a significant portion of the members of the board of directors of the Combined Company (the “Combined Company Board”), and its interests may conflict with those of other stockholders.

Following the Mergers, Imperium, which is currently Rhodium’s largest and controlling owner, will control approximately 49% of the Combined Company, thereby resulting in Imperium having the ability to substantially influence matters requiring stockholder or board approval, including the election of directors, approval of any potential acquisition of the Combined Company, changes to its organizational documents and significant corporate transactions, and certain decisions that it makes. For so long as Imperium continues to own substantial portions of the Combined Company’s voting stock, Imperium may be able to cause or prevent certain transactions of the Combined Company or a change in the composition of the Combined Company Board. The interests of Imperium with respect to matters potentially or actually involving or affecting the Combined Company, such as future acquisitions, financings and other corporate opportunities and attempts to acquire the Combined Company, may conflict with the interests of its other stockholders.

For example, Imperium may have different tax positions from the Combined Company’s other stockholders, especially in light of the Tax Receivable Agreement, that could influence its decisions regarding whether and when to support the disposition of assets, the incurrence or refinancing of new or existing indebtedness, the timing or amount of distributions by Technologies, or the termination of the Tax Receivable Agreement and acceleration of the Combined Company’s obligations thereunder. In addition, the determination of future tax reporting positions, the structuring of future transactions and the handling of any challenge by any taxing authority to the Combined Company’s tax reporting positions may take into consideration tax or other considerations of Imperium, including the effect of such positions on the Combined Company’s obligations under the Tax Receivable Agreement and with respect to the amount of tax distributions, which may differ from the considerations of us or other stockholders. These decisions could adversely affect the Combined Company’s liquidity or financial condition.

So long as Imperium controls a significant amount of the Combined Company’s stock, Imperium will be able to substantially influence matters requiring stockholder or board approval, including the election of directors, approval of any potential acquisition of the Combined Company, changes to its organizational documents and significant corporate transactions, and certain decisions that the Combined Company makes with respect to its management of the Combined Company’s subsidiaries. In any of these matters, the interests of the owners of Imperium may differ or conflict with the interests of the Combined Company’s other stockholders. Moreover, this concentration of stock ownership may also adversely affect the trading price of the Combined Company’s common stock to the extent investors perceive a disadvantage in owning stock of a company with a stockholder that controls such a large portion of its voting stock.

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Risks Related to Ownership of SilverSun Common Stock

SilverSun’s stock price may be volatile, and the market price of SilverSun common stock may decline in value following the Transactions.

There may be significant fluctuations in the market price of SilverSun Class A common stock after the Transactions. Historically, the market price of SilverSun’s common stock has fluctuated, and the Rhodium common stock has never been publicly traded, listed on a stock exchange or quoted on a quotation system. Any price fluctuations of SilverSun Class A common stock may be unrelated or disproportionate to the actual operating performance of the Combined Company and may be due to factors beyond SilverSun’s control. Moreover, if the market price of the Combined Company’s Class A common stock becomes subject to significant fluctuations following the Mergers, the value of the shares of SilverSun common stock at any given point in time could be less than the value of SilverSun Class A common stock immediately after completion of the Mergers.

Broad market and industry factors, as well as factors specifically relating to SilverSun and its business, may adversely affect the market price of SilverSun Class A common stock. Some of the factors that may cause the market price of the Combined Company’s Class A common stock to fluctuate include:

• actual or anticipated variations in SilverSun’s financial results;

• changes in estimates or recommendations by securities analysts, if any, covering SilverSun common stock;

• the failure of the Combined Company to meet its analysts’ expectations;

• conditions or trends in the industry in which SilverSun operates, including governmental or regulatory changes affecting cryptocurrency mining;

• announcements by SilverSun or its competitors of significant acquisitions, strategic partnerships or divestitures;

• additions or departures of key personnel;

• the entry into, or termination of, key agreements or arrangements affecting SilverSun’s business or operations; and

• future sales of SilverSun’s securities, including sales of Class A common stock by its directors and officers or its strategic investors.

The Combined Company does not expect to pay dividends on its common stock in the short term.

Except for the Dividend to be distributed to SilverSun stockholders immediately following the Mergers, the Combined Company anticipates that it will retain its earnings, if any, for future growth. The Combined Company may never pay any other dividends, and is not party to any contractual obligation to do so. Any determination to pay dividends in the future will be at the discretion of the Combined Company Board and will depend upon The Combined Company’s results of operations, financial condition, contractual limitations, restrictions imposed by applicable law, business and investment strategy and any other factors that the Combined Company Board deems relevant. As a result, the appreciation, if any, of the price of SilverSun’s Class A common stock may be the only source of a return to the SilverSun stockholders.

The Combined Company may seek to raise additional funds, finance additional acquisitions or develop strategic relationships by issuing additional securities, including capital stock.

In the future, the Combined Company may seek to raise additional funds, finance additional acquisitions or develop or engage in strategic relationships by issuing equity or debt securities. The issuance of equity securities, including debt securities that are convertible into equity, would reduce the percentage ownership of the Combined Company’s existing stockholders. Furthermore, any newly issued equity securities could have rights, preferences and privileges senior to those of the holders of the SilverSun common stock. The issuance of new debt securities could subject the Combined Company and its subsidiaries to covenants which constrain the Combined Company’s ability to grow or otherwise take steps that may be favored by holders of SilverSun common stock.

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Provisions of the Combined Company’s organizational documents and Delaware law may delay or deter a change of control of SilverSun.

Following the Mergers, the Combined Company’s organizational documents will contain provisions that may have the effect of discouraging, delaying or preventing a change of control of, or unsolicited acquisition proposals for, the Combined Company. These include provisions that:

• vest the Combine Company Board with the sole power to set the number of directors of the Combined Company;

• limit the persons that may call Special Meetings of stockholders;

• establish advance notice requirements for stockholder proposals and director nominations; and

• limit stockholder action by written consent.

For a more detailed description of these provisions, see “Description of Capital Stock of the Combined Company”, as well as the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of SilverSun attached as Annex C to this proxy statement/prospectus.

Also, the Combined Company Board has the authority to issue shares of preferred stock in one or more series and to fix the rights and preferences of these shares, all without stockholder approval. Any series of preferred stock of SilverSun is likely to be senior to its common stock with respect to dividends, liquidation rights and, possibly, voting rights. The ability of the Combined Company Board to issue preferred stock also could have the effect of discouraging unsolicited acquisition proposals, thus adversely affecting the market price of SilverSun’s Class A common stock.

In addition, Delaware corporate law makes it difficult for stockholders that recently have acquired a large interest in a corporation to cause the merger or acquisition of the corporation against the directors’ wishes. Under Section 203 of the DGCL, a Delaware corporation such as SilverSun may not engage in any merger or other business combination with an interested stockholder or such stockholder’s affiliates or associates for a period of three years following the date that such stockholder became an interested stockholder, except in limited circumstances, including by approval of the corporation’s board of directors. See “Description of Capital Stock of the Combined Company” beginning on page 166.

If the Distribution does not qualify for its intended tax treatment, holders of SilverSun common stock could be subject to tax in connection with the receipt of SilverSun Holdings common stock.

The rules for determining whether a distribution such as the Distribution qualifies for tax-free treatment for federal income tax purposes are complex and depend on all the relevant facts and circumstances. If SilverSun receives the Distribution Tax Opinion (as defined in the section “Material U.S. Federal Income Tax Consequences”), SilverSun intends to treat the Distribution as a tax-free distribution to SilverSun stockholders under Section 355(a) of the Code. The receipt of such tax opinion is not a condition to closing of the Distribution or Mergers. The tax opinion will be subject to customary qualifications and assumptions, and will be based on factual representations and undertakings of SilverSun and SilverSun Holdings. The failure of any factual representation or assumption to be true, correct and complete in all material respects, or any undertakings to be fully complied with, could affect the validity of the tax opinion. Moreover, the tax opinion will not be binding on the IRS or the courts, and the IRS or the courts may not agree with the conclusions set forth in the tax opinion. SilverSun does not intend to obtain an IRS private letter ruling regarding qualification of the Distribution as a distribution under Section 355(a) of the Code. Therefore, no assurances can be given that the Distribution will qualify as a distribution under Section 355(a) of the Code. If the Distribution were determined not to qualify as a distribution under Section 355(a) of the Code, then if you are a U.S. holder (as defined in the section titled “Material U.S. Federal Income Tax Consequences”) who receives SilverSun Holdings common stock in the Distribution, generally you would be treated as receiving a corporate distribution in an amount equal to the fair market value of the SilverSun Holdings common stock received. In such case, such distribution would be treated as a taxable dividend to the extent of your share of SilverSun’s current or accumulated earnings and profits. Distributions in excess of your share of SilverSun’s current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce your adjusted tax basis in your shares of SilverSun common stock with any further excess treated as capital gain. The Dividend will be subject to the same rules, as described

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above, upon receipt (or constructive receipt) by a U.S. holder. U.S. holders are urged to read the section titled “Material U.S. Federal Income Tax Consequences” for more information. Non-U.S. holders are urged to consult with their tax advisor regarding the tax consequences of the Distribution.

Risks Relating to the Businesses of Rhodium and the Combined Company

While the Mergers are pending, Rhodium will be subject to business uncertainties and contractual restrictions that could adversely affect its business.

Uncertainty about the effect of the Mergers on employees, vendors and suppliers may have an adverse effect on Rhodium and, consequently, on the Combined Company. These uncertainties may impair Rhodium’s ability to attract, retain and motivate key personnel until the Mergers are consummated and for a period of time thereafter, and could cause suppliers, vendors, infrastructure partners and lenders who deal with Rhodium to seek to change existing business relationships with Rhodium or terminate them altogether. If, despite Rhodium’s retention efforts, key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the Combined Company, the Combined Company’s business could be seriously harmed.

Rhodium’s colocation hosting services agreement and its ability to commence or continue its operations at its Rockdale Site is dependent on leases between third parties.

The Rockdale Site, where Rhodium, through several subsidiaries of Technologies, currently conducts operations, is within a data center site that continues to be under construction. The data center is located on a 32,000 acre property in Milam County, Texas called Sandow Lakes Ranch that is currently owned by SLR Property I, LP (“SLR”) and which is leased to Whinstone U.S. Inc., a Louisiana-based data center company (“Whinstone”). Whinstone, in turn, has entered into colocation agreements (the “Colocation Agreements”) with several subsidiaries of Technologies, in which Whinstone is providing 125 MW of electricity along with colocation hosting services and Rhodium will pay for the electricity for the mining facility. If Whinstone should breach its lease with SLR, it could jeopardize the colocation hosting services agreement or jeopardize Rhodium’s ability to commence or continue its operations at the Rockdale Site pursuant to that agreement.

The Rockdale Site is subject to access risks which could create a risk of avoidable downtime due to the inability to perform maintenance or make repairs when needed, and a risk of avoidable damage to equipment for the same reason.

The Rockdale Site can only be accessed via certain specified access points. The original Alcoa lease also prohibits Whinstone from providing unescorted access to the premises by personnel other than Whinstone personnel. There is a risk that SLR would consider unescorted access to the premises by Rhodium personnel to be a violation of the lease. There is also a risk that Rhodium personnel would have difficulty gaining access to the premises at times when such access is needed. It may be possible for Whinstone to gain unescorted site access for Rhodium personnel pursuant to the sublease consent procedure discussed above. However, there is a risk that SLR will not permit such unescorted access. It may be possible for cameras to be installed that provide continuous 24-hour surveillance of the premises and mining equipment. However, the lease as presently formulated does not explicitly grant permission for such surveillance. If Rhodium personnel are unable to have unfettered access to the premises, it creates a risk of avoidable downtime due to the inability to perform maintenance or make repairs when needed, and a risk of avoidable damage to equipment for the same reason.

The Rockdale Site can also only be accessed via certain specified access points. Additionally, due to permit restrictions imposed because of ongoing construction at that site, there is a limit on the number of Rhodium personnel who are allowed to occupy the site at any given time. Because of this, it is possible that we will not have a large enough presence of personnel on site to sufficiently or adequately respond to emergencies that could arise. Similarly, this also creates a risk of avoidable downtime due to the inability to perform maintenance or make repairs when needed, and a risk of avoidable damage to equipment for the same reason.

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Rhodium’s operations are subject to power supply risks.

Rhodium’s business model depends on obtaining large quantities of electricity at very favorable rates. Whinstone has procured favorable electricity rates for use at the Rockdale Site. Rhodium, through one or more of the subsidiaries of Technologies, has entered into Colocation Agreements with Whinstone for the Rockdale Site pursuant to which Whinstone will provide, amongst other services, electricity to the premises at certain contractually agreed rates. Renewables has also entered into a Data Center Lease Agreement with Temple and a Master Retail Electricity Supply Agreement with NetZero Energy LLC and/or its affiliates and/or subsidiaries (“NetZero”). Prior to energization of the Temple Site, on July 11, 2022, NetZero delivered notice to Renewables that, notwithstanding the terms of the ESA Amendment, NetZero would be unable to provide Renewables with a term it requested for a long-term power contract. Accordingly, Renewables is currently operating without a hedged power product (e.g., a power purchase agreement (“PPA”)) and purchasing electricity at real-time market rates for the Temple Site through Mothership (as defined herein) until such time as a PPA can be secured (with Mothership or another retail energy provider).

Rhodium, through the subsidiaries of Technologies, will also have certain obligations under these agreements. For example, the Master Electric Energy Sales Agreement (the “MEESA”) entered into between Renewables and Mothership requires Renewables to keep a certain amount of cash on deposit with Mothership in advance of projected energy usage. This cash deposit may fluctuate and Rhodium may be unable to meet the deposit requirements, in which case, Mothership would cease to deliver energy to Renewables and the Temple Site would become nonoperational. If Rhodium should fail to meet any of its obligations, it could result, amongst other things, in a loss of the favorable electricity rate or a loss of electricity service to the premises. Additionally, if Whinstone should breach its agreement with the electricity service provider, then Whinstone will lose the favorable rates it receives for electricity and be unable to pass those favorable rates along to Rhodium. These risks present the risk of Rhodium being unable to operate efficiently or profitably. Further, under the arrangements between Whinstone and the various subsidiaries of Technologies, Rhodium could become obligated to pay to Whinstone a percentage of the cost of a specified electricity consumption amount, even if the actual consumption amount is lower. This presents the risk of the Company paying for electricity it does not use. Additionally, the sale of energy is highly regulated. There is a risk that government regulation could adversely impact the manner or pricing at which the electricity is being supplied or that government regulators may potentially restrict the ability of electricity suppliers to provide electricity to Bitcoin mining operations. To the extent Whinstone and/or Mothership do not maintain adequate control over their finances, it is possible that Whinstone and/or Mothership may not be able to provide their contractual power obligations to Rhodium. Therefore, there is also credit risk related to Whinstone and/or Mothership.

Rhodium’s operations are subject to electricity pricing volatility risks. Rhodium does not have fixed electricity pricing at its Temple Site and there is a risk that it may not have a fixed electricity price at this site.

If the cost of electricity increases, it could have a material adverse effect on Rhodium’s ability to operate profitably. As noted above, Rhodium is currently purchasing power at real-time market rates through the MEESA for the Temple Site. The MEESA provides that Mothership shall deliver energy at the load zone market price (a real-time price) and charge Renewables an additional charge of $2.50 per megawatt hour delivered plus a retail margin. Rhodium, Mothership, and other contracting entities have worked together to develop software and other means by which the Temple Site will power down and not consume energy during times when the cost to mine Bitcoin would exceed the price of Bitcoin. There is a risk that these mechanisms fail, and the Temple Site draws power at extremely high market prices. If the Temple Site draws power at extremely high market prices, it could have a material adverse effect on the profitability of Rhodium’s operations and negatively impact Rhodium’s financial performance.

Further, the regulatory risks noted above may impact Rhodium’s ability to enter into a PPA. Additionally, rising natural gas prices and higher temperatures during summer 2022 have impacted the cost of energy in Texas and nationwide. These factors, and others, create uncertainty around the energy price that Rhodium would be able to secure pursuant to a PPA. If Rhodium is unable to enter into a PPA on favorable terms, if could have a material adverse effect on the profitability of Rhodium’s operations and negatively impact Rhodium’s financial performance.

Rhodium’s operations are subject to hosting services risks.

Rhodium, through various subsidiaries of Technologies, has negotiated and entered into Colocation Agreements with Whinstone pursuant to which Whinstone will provide, among other services, hosting services for Rhodium’s mining operations at the Rockdale Site. Each Whinstone Colocation Agreement includes, amongst other things,

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specifications for temperature and ventilation that should be maintained at the premises, escorted access by Rhodium personnel to the premises, and maintenance and remote hands services. Pursuant to each Colocation Agreement, Whinstone personnel, and not Rhodium personnel, will be responsible for physical security, IT security, equipment parts storage, inventory management, and mining equipment setup and installation. Whinstone’s personnel may not be as well experienced or have as much expertise as Rhodium personnel in performing certain of these services. There is also a risk that Rhodium will have less control over the means and manner in which the services are performed, which may result in an increased risk of downtime or security breaches. The hosting fees payable under the Colocation Agreements are variable, which could result in diminished Rhodium profitability over certain periods. Rhodium has also negotiated and Renewables has entered into a Data Center Lease Agreement or the Temple Site. Pursuant to the lease agreement, Temple personnel, and not Rhodium personnel, will be responsible for physical security. Temple’s personnel may not be as well experienced or have as much expertise as Rhodium personnel in performing certain of these services. There is also a risk that Rhodium will have less control over the means and manner in which the services are performed, which may result in an increased risk of downtime or security breaches. Additionally, there is a risk that Rhodium’s site host at the Temple Site may limit Rhodium’s right to host other mining companies under the Data Center Lease Agreement. An inability to host could negatively affect Rhodium’s operations, profitability and financial performance.

Whinstone has accused Rhodium and several of its subsidiaries of breaching the terms of certain site hosting agreements covering some of its Rockdale mining operations and, although Rhodium denies these accusations, if litigation results, it could be costly to defend and could result in termination of the agreements and loss of Rhodium’s ability to continue to mine Bitcoin at the Rockdale Site. On May 17, 2022, Whinstone, which in 2021 was acquired by and is now owned by Rhodium’s competitor Riot Blockchain, Inc., delivered a notice of breach (the “Notice of Breach”) through its counsel contending that Rhodium and several of its mining subsidiaries operating out of Whinstone’s facilities in Rockdale are purportedly in material default and breach of certain hosting agreements. The Notice of Breach was delivered amidst ongoing discussions between Rhodium and Whinstone about potential modifications to certain hosting agreement terms. Those discussions remain ongoing. Rhodium believes that all of the allegations in the Notice of Breach are without merit.

On August 25, 2022, Whinstone delivered a second notice of breach (the “Second Notice of Breach”) through its counsel contending that Rhodium and several of its mining subsidiaries operating out of Whinstone’s facilities in Rockdale purportedly breached certain hosting agreements. Rhodium believes that all of the allegations in the Second Notice of Breach are also without merit.

No litigation with respect to these purported breaches has been commenced, though there is a risk that efforts toward resolution will not succeed and that litigation could result. Any such litigation could cause Rhodium to incur significant expenses and, if Whinstone is successful in its claims against us, it could require that Rhodium pay substantial damages or possibly result in the loss of Rhodium’s ability to continue to mine Bitcoin at the Rockdale Site.

While the Mergers are pending, Rhodium may seek to raise additional funds, finance additional acquisitions or develop strategic relationships by issuing additional securities, including capital stock.

While the Mergers are pending, Rhodium may seek to raise additional funds, finance additional acquisitions or develop or engage in strategic relationships by issuing equity or debt securities. The issuance of equity securities, including debt securities that are convertible into equity, would reduce the percentage ownership of Rhodium’s existing stockholders. Furthermore, any newly issued equity securities could have rights, preferences and privileges senior to those of the holders of Rhodium common stock. The issuance of new debt securities could subject Rhodium and its subsidiaries to covenants which constrain Rhodium’s ability to grow or otherwise take steps that may be favored by holders of Rhodium’s common stock.

Rhodium does not presently have the funds required to fulfill its business plan.

Rhodium, via Technologies and subsidiaries thereof, either has entered into or anticipates entering into contracts to obtain mining equipment, electricity, hosting services, and other equipment and services. The contracts entered into or presently under negotiation require expenditures by Rhodium of substantial amounts of capital in advance and prior to Rhodium’s ability to generate revenue from its operations. Rhodium does not presently have the funds required to fulfill its business plan and must rely upon funding provided by its investors for this purpose.

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Rhodium depends on its management team, investment professionals and other key personnel, and the loss of their services following the Mergers could have a material adverse effect on Rhodium.

Rhodium’s success depends substantially upon the continued services of its executive officers and other key members of management. From time to time, there may be changes in Rhodium’s executive management team resulting from the hiring or departure of executives. Such changes in Rhodium’s executive management team may be disruptive to Rhodium’s business. Rhodium is also substantially dependent on the continued service of its existing development and operations personnel because of the complexity of its operations and technologies. Rhodium does not maintain key person life insurance policies on any of its employees. The loss of one or more of Rhodium’s key employees or groups could seriously harm its business.

The Combined Company’s business could suffer if it fails to attract and retain a highly skilled workforce.

The Combined Company’s future success will depend on its ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of its organization, in particular skilled technical and management personnel. Trained and experienced personnel are in high demand and may be in short supply in some areas. Many of the companies with which Rhodium competes for experienced employees have greater resources than it has and may be able to offer more attractive terms of employment. In addition, Rhodium invests significant time and expense in training its employees, which increases their value to competitors who may seek to recruit them. The Combined Company may not be able to attract, develop and maintain an adequate skilled workforce necessary to operate the business and labor expenses may increase as a result of a shortage in the supply of qualified personnel. If the Combined Company is unable to attract and retain such personnel, it may not be able to take advantage of acquisitions and other growth opportunities that may be presented to it and this could materially affect the Combined Company’s business, financial condition and results of operations.

The Rockdale Site where Rhodium is currently conducting operations is subject to possible environmental risks.

The Rockdale Site where Rhodium’s subsidiaries currently conduct operations is located on a property with known environmental contamination. There are restrictions on groundwater use due to the presence of industrial waste and other contaminants that exceed federal limits for human consumption. There is also a 169-acre landfill on the property that has been primarily used to dispose of coal-ash, a heavy metal-laced byproduct of burning coal at the now-shuttered Alcoa aluminum smelter on the property. An environmental group has claimed that testing of groundwater around the landfill indicated that heavy metals from the coal-ash had made their way into the groundwater. The analysis showed that concentrations of arsenic, mercury, cobalt and lithium were well over the federal limits for human consumption and could present significant risk to human health. Prolonged exposure to these sorts of contaminants can result in health risks, including nervous system damage. This poses a risk of increased scrutiny of the property by governmental regulators, a risk that the site may be temporarily or permanently closed by governmental regulators, a risk of increased litigation by personnel working on site, and a risk that further remediation activity may be required, which may be disruptive to Rhodium’s operations. Moreover, these risks could have an adverse effect on Rhodium and its subsidiaries’ ability to adequately and cost-effectively insure its operations.

Rhodium’s mining operations are and will be heavily dependent on a continuous supply of large amounts of electricity to both the Rockdale and Temple Sites, which is subject to disruption. Any such disruptions could result in disruption to Rhodium’s mining operations and affect Rhodium’s ability to operate efficiently and profitably, or at all.

Rhodium’s mining operations are and will be heavily dependent on a continuous supply of large amounts of electricity to both the Rockdale and Temple Sites. There is ongoing risk that this supply may be disrupted at one or both sites due to a variety of factors. Any disruption could be caused by utility company transmission equipment downtime due to maintenance or equipment failure. Such disruption can also be caused by site-specific maintenance, obligatory or voluntary site-specific curtailment, adverse weather conditions, natural disasters, strikes, contractual disputes, lockouts, labor shortages, or other force majeure events or other events not reasonably ascertainable or attributable to Rhodium. Disruption of electrical service to one or both sites could result in significant disruption to Rhodium’s mining operations and affect Rhodium’s ability to operate efficiently and profitably, or at all.

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Rhodium’s operations, including the headquarters and Temple facility, require armed security officers and may result in potential injury in the course of their duties. Any potential injury due to a discharge of weapons could result in litigation against Rhodium and could adversely affect their operations.

Rhodium employs armed security officers in order to protect the headquarters and Temple facility. The security Rhodium employs to protect against risks to its business may result in harms to employees or related third parties which could lead to potential litigation against Rhodium. Any claims or litigation against Rhodium could cause it to incur significant expenses and, if successfully asserted against Rhodium, could require that Rhodium pay substantial damages.

There is a risk that Rhodium will not secure the funds necessary to finance Bitcoin mining equipment, which could result in a smaller number of Bitcoin miners being delivered in an amount proportionate to the payment made.

Rhodium, through Rhodium Renewables LLC (“Renewables”) and potentially other subsidiaries of Technologies, plans to acquire its Bitcoin mining equipment for the Temple Site either directly or indirectly from industry leading manufacturers of Bitcoin mining equipment mainly located in China (“Miner Suppliers”). These purchases shall be made pursuant to one or more contracts between Renewables, or another subsidiary of Technologies, and the Miner Suppliers. Rhodium expects that the Miner Suppliers may require down payments of twenty-five percent (25%) or more of the total order at or shortly following the time of contracting. Rhodium plans to begin having Renewables, or other subsidiaries of Technologies, enter into contracts with Miner Suppliers as soon as it has sufficient funds available to do so. There is a risk that Rhodium will not secure the funds necessary to finance the Bitcoin mining equipment, which could result in a smaller number of Bitcoin miners being delivered in an amount proportionate to the payment made. Rhodium is prepared to mitigate this risk by adjusting the number of miners if insufficient capital is raised to meet the total order amount.

There are also several new and existing competitors in Rhodium’s industry that are purchasing mining equipment at scale, which may cause delays or difficulty in us obtaining new miners, which could materially and adversely affect Rhodium’s business and results of operations.

If any litigation ultimately takes place between Rhodium, Technologies, and/or any of its subsidiaries, and any of the Miner Suppliers, it will most likely be in China, which is where most of the Miner Suppliers are located. This presents the risk of higher litigation expenses. There is a risk that the Miner Suppliers will go out of business before the Bitcoin miners are shipped. There is a risk that some or all of the Bitcoin miners will be defective or nonconforming. There is a risk that shipment of some or all of the Bitcoin miners will be delayed due to circumstances beyond Rhodium’s control, such as disruption of the Miner Supplier’s supply chain, problems with shipping, or other force majeure events. If the full quantity of Bitcoin miners is not shipped, or shipment is delayed, or if some miners need to be returned, it will negatively impact the Rhodium’s revenue and anticipated financial performance.

Further, Rhodium relies on a limited number of suppliers for the fluid used in the liquid-cooling systems. Rhodium’s reliance on single or a limited number of suppliers could result in product delivery problems and delays and reduced control over product pricing and quality. Additionally, the proliferation of liquid-cooling technology in the cryptocurrency mining business or in the computing industry more generally could increase demand for the fluid Rhodium uses in its liquid-cooling operations, which could increase Rhodium’s costs of operations and therefore could materially and adversely affect Rhodium’s business and results of operations.

Rhodium’s mining operations, including the sites in which its miners are operated or that are currently under construction, may experience damages, including damages that are not covered by insurance.

Rhodium’s current mining operations at its two Texas sites are subject to a variety of risks relating to their physical condition and operation, including, but not limited to:

• 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; and

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• claims by employees and others for injuries sustained at the sites, including as a result of exposure to high voltage operations, extreme temperature conditions in the mines, exposure to on-site contaminants and pollutants and dangers posed by the liquid-cooling reservoirs located at its sites.

For example, Rhodium’s mining sites could be rendered temporarily or permanently inoperable as a result of a fire or other natural disaster or by a terrorist or other attack on the mine. The security and other measures Rhodium takes to protect against these risks may not be sufficient. Additionally, Rhodium’s mining sites could be materially adversely affected by a power outage or loss of access to the electrical grid or loss by the grid of cost-effective sources of electrical power generating capacity. Rhodium’s existing insurance covers the replacement cost of lost or damaged miners, but does not cover any interruption of its mining activities; therefore Rhodium’s existing insurance may not be adequate to cover the losses it suffers as a result of any of these events. In the event of an uninsured loss, including a loss in excess of insured limits, at any of the mining sites in Rhodium’s network, Rhodium may not be able to remediate that loss in a timely manner or at all and Rhodium may lose some or all of the future revenues anticipated to be derived from such sites.

If Rhodium’s mining equipment is damaged, Rhodium’s ability to operate efficiently and profitably will be affected.

Rhodium’s mining operations will be heavily dependent on the continuous and efficient operation of the miners that will be located at the Rockdale and Temple Sites. There is a risk that a power surge, severe storm or other inclement weather event, a fire that activates the sprinkler system at the premises, a flood, a partial or complete collapse of the structure, or mistakes made by Rhodium personnel in the use of dielectric fluid designed to cool the miners, would result in damage to Rhodium’s mining equipment. If any such damage occurs at either site, it will result in one or more miners becoming disabled or “offline,” which will in turn affect Rhodium’s ability to operate efficiently and profitably. Although disabled or damaged miners can be replaced, the delay in procuring and bringing new equipment online will still negatively impact revenue generated by Rhodium’s mining operations.

Rhodium’s reliance primarily on a limited assortment of miner models from a single manufacturer may subject its operations to increased risk of failure.

The performance and reliability of Rhodium’s miners and its technology is critical to its reputation and its operations. Because Rhodium currently uses a limited assortment of miners in its fleet, if there are issues with those machines, such as a design flaw in the ASIC chips they employ, its entire system could be affected. Rhodium currently uses a few different models of miners, but if there are issues with such machines, it may have to rely on a single model of miner. Any system error or failure may significantly delay response times or even cause Rhodium’s system to fail. Any disruption in Rhodium’s ability to continue mining could result in lower yields and harm its reputation and business. Any exploitable weakness, flaw, or error common to the type of miners Rhodium uses affects all such miners; therefore, if a defect or other flaw exists and is exploited, all or a substantial portion of Rhodium’s mining operations could go offline simultaneously. Any interruption, delay or system failure could result in financial losses.

Costs associated with potential future upgrades or replacements of mining equipment will adversely affect Rhodium’s profitability.

Rhodium anticipates that the mining equipment it has ordered will be productive for several years. However, newer Bitcoin mining technology will eventually become available that will render Rhodium’s mining equipment obsolete. Rhodium cannot predict how quickly advances in technology will happen. There is a risk that Rhodium’s Bitcoin mining equipment will become obsolete sooner than expected and require upgrades or replacements. Under such circumstances, the costs associated with such upgrades or replacements will adversely affect Rhodium’s profitability.

Maintenance and repair of Rhodium’s liquid cooling systems could result in unplanned downtime, which could negatively affect revenue generated by Rhodium’s mining operations or otherwise negatively impact Rhodium’s results of operations.

Rhodium’s liquid cooling technology operates through the use of tanks, pumps, dry coolers, pipes and other conduits. While Rhodium’s liquid cooling technology is operating, dielectric fluid is running through these systems. The dielectric fluid Rhodium uses is engineered to help facilitate heat transfer from the mining rigs in a manner that facilitates temperature reduction. The systems include seals and other components designed to prevent any unintended discharge of dielectric fluid. It is possible that, despite Rhodium’s efforts to continuously maintain these systems in

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good and operable condition, one or more of the components or parts might fail, resulting in the unintended discharge of dielectric fluid. If an unintended or unplanned discharge of dielectric fluid takes place, it could result in unplanned downtime for maintenance or repair, which could negatively affect revenue generated by Rhodium’s mining operations. Additionally, such a discharge could cause Rhodium to incur expenses associated with site remediation, which could be significant and could have a material adverse effect on Rhodium’s results of operations and financial performance.

If any theft or vandalism occurs on Rhodium’s two sites, it will result in diminished mining capacity until such time as the damaged or stolen equipment can be repaired or replaced. Such diminished capacity will result in revenue reduction.

There is a risk of loss on account of vandalism or theft. Rhodium’s two sites and the equipment located there could be damaged on account of vandalism. In addition, there is a risk that one or more of the miners or other equipment could be stolen. If any such theft or vandalism occurs, it will result in diminished mining capacity until such time as the damaged or stolen equipment can be repaired or replaced. The diminished capacity will result in revenue reduction and increase the difficulty in operating Rhodium efficiently and profitably.

Rhodium is subject to risks related to the voiding of the warranty on its mining equipment.

Rhodium plans to optimize its power consumption by immersing the miners in dielectric fluid for cooling purposes. It is likely that doing so will void the warranty on the miners offered by the Miner Suppliers. Rhodium believes that the benefits of immersive cooling outweigh the detriments associated with having no recourse available under the warranty. Although Rhodium will test each miner prior to placing the miner in dielectric fluid, it is possible that defects in mining equipment may not present themselves until after being immersed. In such cases, replacement of the miner via recourse to the applicable Miner Supplier warranty may be unavailable and it will be necessary for Rhodium to absorb the full cost of replacement.

If Rhodium is ultimately unsuccessful in defending its ongoing litigation matters, despite the substantial defenses which Rhodium believes are available to it, the lawsuits could have an adverse effect on Rhodium’s business and operations.

Rhodium and several of its subsidiaries are currently defendants in a pending patent infringement dispute in which it expects to prevail, but which is costly to defend and which, if adversely determined, could have a material adverse effect. On January 14, 2022, days after Rhodium announced the commencement of an initial public offering, Rhodium was named as a defendant in a civil lawsuit alleging patent infringement in the case captioned Midas Green Technologies, LLC v. Rhodium Enterprises, Inc. et al., Civil Action Number 6:22-CV-0050-ADA (filed in the U.S. District Court for the Western District of Texas) (i.e., the MGT Complaint). While this case is reasonably possible to result in payment, Rhodium believes it is more likely than not that Rhodium will succeed on the merits of this litigation if the case is fully adjudicated. However, if Rhodium is ultimately unsuccessful in defending such a lawsuit despite Rhodium’s substantial defenses, the lawsuit could have an adverse effect on Rhodium’s business and operations.

In a separate matter, a subcontractor to a contractor Rhodium hired to perform restoration work following a fire that took place at the air-cooled portion of the Whinstone facility has filed a lawsuit attempting to collect additional amounts that Rhodium disputes, and there is a risk that if the suit is adversely determined, it could have a material adverse effect. Rhodium believes it is more likely than not that it will be determined that Rhodium does not owe any additional amounts. Therefore, while this case could potentially result in payment, Rhodium believes it is more likely than not that Rhodium will succeed on the merits of this litigation if the case is fully adjudicated. Nevertheless, if the case is fully adjudicated and the ultimate determination is adverse to Rhodium, it could result in Rhodium being required to pay amounts potentially in excess of $1 million. Under such circumstances, any such determination could have an adverse effect on Rhodium’s business and operations.

Rhodium may become subject to other disputes, including other intellectual property disputes, which are costly and may subject Rhodium to significant liability and increased costs of doing business.

Rhodium may become subject to other intellectual property disputes, which are costly and may subject Rhodium to significant liability and increased costs of doing business. In recent years, there has been considerable patent, copyright, trademark, domain name, trade secret and other intellectual property development activity in the crypto-economy, as

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well as litigation, based on allegations of infringement or other violations of intellectual property, including by large financial institutions. Furthermore, individuals and groups can purchase patents and other intellectual property assets for the purpose of making claims of infringement to extract settlements from companies like Rhodium. Rhodium cannot guarantee that its internally developed technologies and content do not or will not infringe the intellectual property rights of others. From time to time, Rhodium’s competitors or other third parties may claim that Rhodium is infringing upon or misappropriating their intellectual property rights, and Rhodium may be found to be infringing upon such rights. Any claims or litigation could cause Rhodium to incur significant expenses and, if successfully asserted against Rhodium, could require that Rhodium pay substantial damages or ongoing royalty payments, prevent Rhodium from using certain technologies, force Rhodium to implement expensive work-arounds, or impose other unfavorable terms. Rhodium expects that the occurrence of infringement claims is likely to grow as the crypto assets market grows and matures. Accordingly, Rhodium’s exposure to damages resulting from infringement claims could increase and this could further exhaust Rhodium’s financial and management resources. Even if intellectual property claims do not result in litigation or are resolved in Rhodium’s favor, these claims, and the time and resources necessary to resolve them, could divert the resources of Rhodium’s management and require significant expenditures. Any of the foregoing could prevent Rhodium from competing effectively and could have an adverse effect on Rhodium’s business, operating results, and financial condition.

Certain investors have accused Rhodium and several of its subsidiaries of engaging in misrepresentation, deception and breach of fiduciary duty, and although Rhodium denies these accusations, if a legal dispute results, it could be costly to defend and there is a risk that it would have a material adverse effect. While no litigation has been commenced, and while Rhodium is confident that it would defeat any legal claim asserting these types of allegations, there is a risk that litigation could cause Rhodium to incur significant expenses and, if successfully asserted against Rhodium, could require that Rhodium pay substantial damages. Under such circumstances, any such lawsuit could have an adverse effect on Rhodium’s business and operations.

Any failure to incorporate acquired assets or businesses into Rhodium’s existing operations successfully or to minimize any unforeseen operational difficulties could have a material adverse effect on Rhodium’s financial condition and results of operations

Rhodium may, in the future, pursue asset acquisitions or acquisitions of businesses. The process of upgrading acquired assets to Rhodium’s specifications and integrating acquired assets or businesses may involve unforeseen costs and delays or other operational, technical and financial difficulties and may require a significant amount time and resources. Any failure to incorporate acquired assets or businesses into Rhodium’s existing operations successfully or to minimize any unforeseen operational difficulties could have a material adverse effect on Rhodium’s financial condition and results of operations. Such events could also mean an acquisition that was expected to be accretive is not accretive and, in extreme cases, the asset is idle.

Future developments regarding the treatment of Bitcoin for U.S. federal income and foreign tax purposes could adversely affect Rhodium.

Future developments regarding the treatment of Bitcoin for U.S. federal income and foreign tax purposes could adversely affect Rhodium. Additionally, any other changes to applicable U.S. tax laws and regulations related to Bitcoin could affect future developments regarding the treatment of Bitcoin for U.S. federal income and foreign tax purposes could adversely affect Rhodium’s business and future profitability.

There is a risk of loss in value of the Bitcoin assets due to the pricing volatility and, hence, a risk that revenue generated by Rhodium’s mining operations will, at times, be lower than anticipated.

Rhodium plans to mine Bitcoin and then batch liquidate it through such means and on such terms and timing as its management team deems appropriate. The determination as to optimal timing involves some degree of speculation as to the right time to sell Bitcoin on capital markets. There could be instances in which Bitcoin is sold at a loss. To mitigate against this risk, Rhodium may, at times, purchase futures contracts to hedge against Bitcoin pricing. Nevertheless, there is a risk of loss in value of the Bitcoin assets due to the pricing volatility and, hence, a risk that revenue generated by Rhodium’s mining operations will, at times, be lower than anticipated.

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The reward for adding new blocks to the Bitcoin blockchain is subject to halving, and the value of Bitcoin may not adjust to compensate for the reduction in the rewards received from mining efforts. Halving is a process incorporated into many proof-of-work consensus algorithms that reduces the Bitcoin reward paid to those who mine Bitcoin over time according to a pre-determined schedule. The most recent halving for Bitcoin happened on May 11, 2020 and according to Bitcoin.org, the next halving is projected to occur in 2024. This process will reoccur until the total amount of Bitcoin currency rewards issued reaches 21 million Bitcoin, which is expected around 2140. While Bitcoin price has had a history of price fluctuations around the halving of its rewards, there is no guarantee that the price change will be favorable or would compensate for the reduction in mining reward. If a corresponding and proportionate increase in the trading price of Bitcoin or a proportionate decrease in mining difficulty does not follow these anticipated halving events, the revenue the Company earns from Bitcoin mining operations could see a corresponding decrease, which could have a material adverse effect on Rhodium’s business and operations.

Additionally, forks in the Bitcoin network may occur in the future which may affect Rhodium’s operations and financial performance. Because Bitcoin is an open-source protocol without a centralized governing authority, there is a possibility Bitcoin develops in ways which are not foreseeable. An example is modification of the Bitcoin protocol by a sufficient number of users (known as a “hard fork”). Hard forks can lead to fragmentation among trading platforms as to correct naming conventions for forked cryptocurrencies, create contentions among participants, and raise new security concerns. Historically, speculation over a new hard fork in the Bitcoin protocol has resulted in Bitcoin price volatility. A hard fork may also render the Bitcoin mining equipment incompatible with the new Bitcoin protocol Any such changes may have a material effect on the Company’s operations, financial position, and financial performance. Additionally, because of the open-source nature structure of the Bitcoin network, if the protocol is not properly monitored and upgraded, the protocol could damage the Bitcoin network and, consequently, an investment in Rhodium.

Bitcoin assets are subject to custodial risk.

There is a custodial risk associated with Bitcoin mining rewards. A hot wallet maintained by Rhodium could be hacked, and cold wallet maintained by Rhodium could be stolen, lost or destroyed, in either case resulting in loss of access to the Bitcoin mining rewards to which the wallets correspond and hence, loss of value of Rhodium assets. Similarly, a best-in-class third-party custody arrangement such as one offered by Coinbase Custody or BitGo Custody is nevertheless susceptible to hacking or network penetration, again resulting in loss of access to the Bitcoin assets, and hence, loss of value of Rhodium assets. If Bitcoin assets are lost prior to liquidation, it will result in overall loss of revenue from Rhodium’s mining operations. Rhodium employs a variety of risk mitigating procedures designed to reduce custodial risk.

The success of Rhodium’s operations will depend in part on the reliability of third parties upon which Rhodium will need to rely in order to effectively carry out its business plans.

The success of Rhodium’s operations will depend in part on the reliability of third parties upon which Rhodium will need to rely in order to effectively carry out its business plans. Rhodium will likely join a Bitcoin mining pool in order to maximize its return on power consumption. However, if other parts of the pool are hacked or breached, it could result in loss of a day’s worth of Bitcoin mining reward for the entire pool, including Rhodium. Rhodium will likely rely on exchanges such as Coinbase or on OTC providers, such as Cumberland or SDM, for batch liquidation of its Bitcoin assets. If any of these exchanges or OTC providers are hacked or breached, it could result in Rhodium’s inability to realize any cash in exchange for the Bitcoin assets being liquidated as part of that transaction. There is no way to cost effectively insure against this risk of loss. If a loss occurs, it will have a material adverse impact on Rhodium’s revenue.

Rhodium’s reliance on a third-party mining pool service provider for its mining revenue payouts may have a negative impact on its operations, including as a result of cyber-attacks against the mining pool operator and/or limited recourse against the mining pool operator with respect to rewards paid to Rhodium.

Rhodium receives Bitcoin mining rewards from its mining activity through third-party mining pool operators. 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 Rhodium’s contribution to the pool’s overall mining power, used to generate each block. Should the pool operator’s system suffer downtime due to a cyber-attack, software malfunction or other similar issues, it will negatively impact Rhodium’s ability to mine and

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receive revenue. Furthermore, Rhodium is dependent on the accuracy of the mining pool operators’ record keeping to accurately record the total processing power provided to the pools for a given Bitcoin mining application in order to assess the proportion of that total processing power Rhodium provided. While Rhodium has internal methods of tracking both the power Rhodium provided and the total used by each pool, the mining pool operators use their own record-keeping to determine Rhodium’s proportion of a given reward. Rhodium has little means of recourse against the mining pool operators if Rhodium determines the proportion of the reward paid out to Rhodium by the mining pool operators is incorrect, other than leaving the pools. If Rhodium is unable to consistently obtain accurate proportionate rewards from its mining pool operators, Rhodium may experience reduced reward for its efforts or be forced to leave the mining pool or join a new mining pool, all of which could have an adverse effect on its business and operations.

In addition, Rhodium’s proportion of mining rewards are temporarily held by the operators of the pools until they are distributed to Rhodium. During this time, cryptocurrencies held by the pool operators may be subject to risk of loss due to theft or loss of private keys, among other things, and distributions of such cryptocurrencies from the pool operators to their custodian or other wallets may be intercepted by malicious actors. If a pool operator ceases to provide services, whether related to a cyberattack, software malfunction or other similar issue, or discovers a shortfall in the Bitcoin held by the pool, the revenue that Rhodium generated from the pool may never be paid to Rhodium, and Rhodium may have little means of recourse against the mining pool operator. Even if Rhodium joined other mining pools, there is a risk of short-term impact on Rhodium’s financial performance in making that transition, and new mining pools would hold the same or additional risks.

Rhodium is in the process of developing its own mining pool to, in part, mitigate the risks associated with relying on third-party pools, but Rhodium may not be successful in doing so, which could have an adverse effect on its business and operations.

The Bitcoin of Rhodium is not insured by any government insurer except to the extent portions may be deposited in bank accounts insured by the Federal Deposit Insurance Corporation or with brokers insured by the Securities Investor Protection Corporation not insured by any government insurer except to the extent portions may be deposited in bank accounts insured by the Federal Deposit Insurance Corporation or with brokers insured by the Securities Investor Protection Corporation and such deposits and securities are subject to such insurance coverage. Rhodium intends to privately insure the machines, building and electrical infrastructure through property and casualty insurance policies.

Rhodium’s existing insurance coverage may not be adequate to cover all of its potential losses, and increased self-insurance and other insurance costs could materially and adversely affect its business and results of operations.

Rhodium maintains insurance policies for its business that provide it with some protection in the event its miners are lost or damaged; however, these insurance policies and protections may not be adequate to protect it from liabilities that Rhodium may incur in connection with the operation of its business. Certain extraordinary hazards, for example, may not be covered, and insurance may not be available (or may be available only at prohibitively expensive rates) with respect to many other risks. Moreover, any loss incurred could exceed policy limits, and policy payments made to Rhodium may not be made on a timely basis. Because of the high cost of new miners, if Rhodium’s insurance coverage is insufficient to cover the replacement, or if payment of its existing coverage benefits is significantly delayed, Rhodium may be required to expend additional capital resources to replace any miners Rhodium loses as a result of casualty events.

Additionally, although Rhodium seeks to control its insurance risk and costs, the premiums Rhodium pays to obtain insurance coverage may, and are likely to, increase over time. These increases in insurance premiums can occur unexpectedly and without regard to Rhodium’s efforts to limit them, and, because of these rising costs, Rhodium may not be able to obtain similar levels of insurance coverage on reasonable terms, or at all. If this occurs, Rhodium may choose or be forced to self-insure its assets, which could expose Rhodium to significant financial risk due to the high cost of new miners. If insurance costs become unacceptably high and Rhodium elects to self-insure, and Rhodium experiences a significant casualty event resulting in the loss of some or all of its miners, Rhodium could be forced to expend significant capital resources to acquire new replacement miners. If such casualty loss of its miners

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is not adequately covered by insurance and Rhodium does not have access to sufficient capital resources to acquire replacement miners, Rhodium may not be able to compete in its rapidly evolving and highly competitive industry, which could materially and adversely affect its financial condition and results of operations.

The Combined Company requires additional financing which may not be available, if at all, on reasonable terms.

Rhodium, via Technologies and subsidiaries thereof, either has entered into or anticipates entering into contracts to obtain mining equipment, electricity, hosting services, infrastructure build-out and other equipment and services at favorable rates. Rhodium’s initial start-up costs for the Temple Site may be higher than anticipated and the Combined Company may need to raise additional capital in the future to begin operations at that site. The Combined Company may not be able to find additional financing, if required, on favorable terms or at all. If additional funds are raised through the issuance of equity, equity-related or debt securities, these securities may have rights, preferences or privileges senior to those of the rights of other holders of securities of the Combined Company.

Rhodium expects to eventually deploy 225 MW of liquid-cooled miners at the Temple Site. As of September 30, 2022, 40 MW of that 225 MW has been deployed for commissioning and testing purposes. However, there is a risk that the construction will not be completed as scheduled, without cost overrun or at all. Even if the construction is completed on a timely basis, there is no assurance that the full commercial operations will begin as Rhodium expects. Additionally, if construction of the Temple Site is delayed, Rhodium may not be able to deploy the additional miners that have been purchased for that site. Therefore, Rhodium may not realize the benefit of substantial capital investments already made in the new miners. If this occurs, the business may suffer and operations may be adversely affected. Cost overruns associated with construction of the Temple Site could require the Combined Company to raise additional funds from other sources.

Rhodium has a limited operating history and may not be able to achieve or sustain profitability.

Rhodium is an early-stage business and, therefore, has limited operating history. Rhodium may not be able to achieve or sustain profitability. There can be no assurance that Rhodium will become profitable.

Rhodium’s management team may allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to Rhodium’s affairs.

Rhodium’s management team may allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to Rhodium’s affairs. The management team may be engaged in other business endeavors and are not obligated to contribute any specific number of hours per week to Rhodium’s affairs. If the other business affairs of Rhodium’s management team requires them to devote more substantial amounts of time to such affairs, it could limit their ability to devote time to the affairs of Rhodium, which could have a negative impact on Rhodium’s ability to operate efficiently.

The Mergers will constitute a conversion under Rhodium’s SAFE instruments resulting in substantial dilution to existing holders of Rhodium’s common stock.

Between June 2, 2021 and October 12, 2021, Rhodium entered into simple agreements for future equity (the “SAFEs”) with certain investors for an aggregate purchase price of $86.9 million. Pursuant to the SAFEs, Rhodium issued rights to such investors to receive shares of Rhodium’s Class A common stock upon the occurrence of a change in control event under the SAFEs. Each SAFE provides that, upon the occurrence of certain events, the rights will convert into shares of Class A common stock. The Mergers will constitute a conversion event under Rhodium’s SAFEs and cause each SAFE to convert without a discount in accordance with the terms of the SAFEs, resulting in substantial dilution to existing holders of Rhodium’s common stock.

Security breaches could cause Rhodium to halt operations or incur a loss of assets.

Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses, could result in the halting of Rhodium’s operations or a loss of Rhodium’s assets.

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Rhodium’s digital asset networks are subject to harm by malicious actors.

If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the processing power dedicated to mining on certain digital asset networks, it may be able to alter the blockchain on which the digital asset transaction relies by constructing alternate blocks if it is able to solve for such blocks faster than the remainder of the miners on the digital asset network can add valid blocks. In such alternate blocks, the malicious actor or botnet could control, exclude or modify the ordering of transactions, though it could not generate new digital assets or transactions using such control. Using alternate blocks, the malicious actor could double spend its own digital assets and prevent the confirmation of other users’ transactions for so long as it maintains control. To the extent that such malicious actor or botnet does not yield its majority control of the processing power on various digital asset networks or the digital asset community does not reject the fraudulent blocks as malicious, reversing any changes made to the blockchain may not be possible. Such changes could adversely affect an investment in Rhodium or the ability of Rhodium to transact.

Stolen or incorrectly transferred digital assets may be irretrievable.

Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of digital assets or a theft of digital assets generally will not be reversible, and Rhodium may not be capable of seeking compensation for any such transfer or theft. It is possible that, through computer or human error, or through theft or criminal action, Rhodium’s digital assets could be transferred in incorrect amounts or to unauthorized third parties. To the extent that Rhodium is unable to seek a corrective transaction with such third party or is incapable of identifying the third party which has received Rhodium’s digital assets through error or theft, Rhodium will be unable to revert or otherwise recover incorrectly transferred digital assets. To the extent that Rhodium is unable to seek redress for such error or theft, such loss could adversely affect an investment in Rhodium.

The market and price for Bitcoin generated by Rhodium can be highly volatile, which may reduce revenues and net income.

The market and price for Bitcoin generated by Rhodium can be highly volatile. Although Rhodium feels that it is well-positioned to mine Bitcoin, the market could become less favorable, which may reduce revenues and net income.

There is no assurance that mining rewards in the form of Bitcoin will maintain their long-term value in terms of future purchasing power.

There is no assurance that mining rewards in the form of Bitcoin will maintain their long-term value in terms of future purchasing power or that Bitcoin will remain widely accepted as a mechanism of exchange for cash or other securities or commodities. In addition, and as noted above, the Bitcoin network goes through “halving events” during which the number of Bitcoin that miners are awarded for processing a block are reduced by 50%. While Bitcoin price has had a history of price fluctuations around the halving of its rewards, there is no guarantee that the price change will be favorable or would compensate for the reduction in mining reward. If a corresponding and proportionate increase in the trading price of Bitcoin or a proportionate decrease in mining difficulty does not follow these anticipated halving events, the revenue that Rhodium earns from Bitcoin mining operations could see a corresponding decrease, which could have a material adverse effect on Rhodium’s business and operations.

There are other risks associated with Bitcoin mining.

If rewards and transaction fees are not properly matched to the efforts of miners, miners may not have an adequate incentive to continue mining. Miners ceasing operations could reduce the collective processing power on the Bitcoin network, adversely affect the validation process for transactions, and, generally, make the network more vulnerable. Further, if a single miner or a mining pool gains a majority share in the Bitcoin network’s computing power, the integrity of the block chain may be affected. A miner or mining pool could reverse Bitcoin transactions, make double-spend transactions, prevent confirmations or prevent other miners from mining valid blocks. Each of these scenarios could reduce confidence in the validation process or processing power of the network, and adversely affect Bitcoin’s value, the Bitcoin network and/or an investment in Bitcoin. As the number of Bitcoin awarded for solving a block in the block chain decreases (i.e., as a result of a halving), the incentive for miners to continue to contribute processing power to the Bitcoin network may transition from a set reward to transaction fees. Either the requirement from miners of higher transaction fees in exchange for recording transactions in the block chain or a software upgrade

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that automatically charges fees for all transactions may decrease demand for Bitcoin and prevent the expansion of the Bitcoin network to retail merchants and commercial businesses, resulting in a reduction in the net asset value. To the extent that any miners cease to record transactions in solved blocks, transactions that do not include the payment of a transaction fee will not be recorded on the block chain until a block is solved by a miner who does not require the payment of transaction fees. Any such delays in the recording of transactions could result in a loss of confidence in the Bitcoin network, which could adversely impact Bitcoin’s value, the Bitcoin network and/or an investment in Bitcoin.

Future government regulation may increase Rhodium’s operating costs.

Rhodium operates in an environment of uncertainty as to potential government regulation. Extreme volatility and illiquidity in markets has in the past led to, and may in the future lead to, extensive governmental intervention. Rhodium believes that it may be subject to direct regulation. Laws and regulations may be introduced, and court decisions may affect the business. Any future regulation may have a negative impact on the business by restricting the method of operation or imposing additional costs. Additionally, regulatory or tax law changes or actions may restrict the use of cryptocurrencies in a manner that adversely affects Rhodium’s business, prospects or operations. Potential regulation and/or legislation related to climate change that may materially adversely affect the same. It is impossible to predict when these restrictions will be imposed, what the interim or permanent restrictions will be, and/or the effect of such restrictions on Rhodium’s business strategy. Further, the crypto-economy has limited access to policymakers and lobbying organizations, which may harm Rhodium’s ability to effectively react to proposed legislation and regulation of cryptocurrency or cryptocurrency platforms adverse to its business.

Banks and financial institutions may not provide banking services, or may cut off services, to businesses that engage in Bitcoin- and/or other cryptocurrency-related activities, or that accept Bitcoin as payment, and Rhodium may be exposed to counterparty risk related to the companies Rhodium uses to sell its Bitcoin. Although a number of significant U.S. banks and investment institutions, such as Goldman Sachs, Citi Group, J.P. Morgan, Bank of America and BlackRock, have indicated they plan to begin allowing customers to carry and invest in Bitcoin and other cryptocurrencies, Bitcoin, and other cryptocurrencies’ acceptance and use by banks is relatively uncommon and may never become mainstream.

Decreased use and demand for Bitcoin and/or blockchain technology may adversely affect its value and result in a reduction in the price of Bitcoin and the value of Rhodium.

Decreased use and demand for Bitcoin and/or blockchain technology may adversely affect its value and result in a reduction in the price of Bitcoin and the value of Rhodium. A number of factors may impact the widespread adoption of Bitcoin which could adversely affect an investment in the Combined Company’s securities. For example, if transaction fees paid for Bitcoin transactions become too high, users may be motivated to move away from the Bitcoin network entirely. Further, blockchain technology could be replaced by a different technology, which could adversely affect Bitcoin’s value. Additionally, the impact of geopolitical and economic events on the supply and demand for Bitcoin and/or blockchain technology is uncertain. Such events will have unknown impacts on supply and demand for Bitcoin and may motivate large-scale acquisitions or dispositions of Bitcoin.

Rhodium may not be able to manage growth effectively, which could damage Rhodium’s reputation and negatively affect its operating results.

As cryptocurrency assets and blockchain technologies become more widely available, Rhodium expects the services and products associated with them to evolve. To stay current with the industry, Rhodium’s business model may need to evolve as well. From time to time, Rhodium may modify aspects of its business model relating to its strategy. Rhodium cannot offer any assurance that these or any other modifications will be successful or will not result in harm to its business. Rhodium may not be able to manage growth effectively, which could damage Rhodium’s reputation and negatively affect its operating results. Further, Rhodium cannot provide any assurance that it will successfully identify all emerging trends and growth opportunities in this business sector. Such circumstances could have a material adverse effect on Rhodium’s business, prospects or operations.

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There is a risk that the COVID-19 pandemic or another future pandemic could disrupt Rhodium’s business.

The COVID-19 pandemic has resulted in disruption to the global supply chain and shuttering of businesses in countries throughout the world due to government attempts to control the spread of the virus and prevent collapse of their health care systems. There is a risk that the COVID-19 pandemic or another future pandemic could disrupt Rhodium’s business in several ways. For example, it could interfere with supply of miners and mining equipment. It could also interfere with the supply of spare parts and other supplies needed to effectively operate Rhodium’s immersion systems. Lastly, but importantly, it could affect the management team’s ability to effectively manage Rhodium if any members of the management team should become hospitalized for long periods of time. Disruptions caused by the current or future pandemics could affect Rhodium’s ability to operate efficiently or profitably.

Rhodium is dependent upon a pool of available skilled employees to operate and maintain its business

Rhodium is dependent upon a pool of available skilled employees to operate and maintain its business. Rhodium competes with other cryptocurrency mining businesses and other similar employers to attract and retain qualified personnel with the technical skills and experience required to provide the highest quality service. The demand for skilled workers is high and the supply is limited, and a shortage in the labor pool of skilled workers or other general inflationary pressures or changes in applicable laws and regulations could make it more difficult for Rhodium to attract and retain personnel and could require enhanced wage and benefits packages, which could increase operating costs.

Rhodium is subject to risks associated with loan obligations.

Rhodium, Technologies, or any of their subsidiaries are or will be borrower(s), guarantor(s), or grantors of security interest and liens in Rhodium’s certain assets or equity interests with respect to certain loans. To the extent Rhodium is unable to satisfy certain financial, operating, or other covenants imposed by such loans, and/or should the lenders with respect to such loans declare an event of default for any reason, it could result in potentially the termination of said loans and foreclosure on its secured assets or equity interests, which could trigger the entire outstanding balance and accrued interest, fees, and penalties becoming immediately due and payable, triggering cross-defaults under other agreements, loss of management or control over the assets secured by said loan, and jeopardize Rhodium’s financial position, results of operations, and cash flows. For example, if Rhodium were to default on their NYDIG loan which finances a portion of their mining equipment, such mining equipment could be seized, which could have an adverse effect on its financial position, results of operations and cash flows.

Risks Relating to Regulatory and Political Matters

Rhodium is subject to a highly evolving regulatory landscape and any adverse changes to, or its failure to comply with, any laws and regulations could adversely affect its business, prospects or operations.

Rhodium’s business is subject to extensive laws, rules, regulations, policies and legal and regulatory guidance, including those governing securities, commodities, cryptocurrency custody, exchange and transfer, data governance, data protection, anti-corruption, including the Foreign Corrupt Practices Act, cybersecurity and tax. Many of these legal and regulatory regimes were adopted prior to the advent of the internet, mobile technologies, cryptocurrencies and related technologies. As a result, they do not contemplate or address unique issues associated with the cryptoeconomy, are subject to significant uncertainty, and vary widely across U.S. federal, state and local and international jurisdictions. These legal and regulatory regimes, including the laws, rules and regulations thereunder, evolve frequently and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another. Moreover, the complexity and evolving nature of Rhodium’s business and the significant uncertainty surrounding the regulation of the cryptoeconomy requires Rhodium to exercise its judgement as to whether certain laws, rules and regulations apply to it, and it is possible that governmental bodies and regulators may disagree with Rhodium’s conclusions. Such laws may add to Rhodium’s compliance costs, restrict or dictate how it operates its business, and could have a material adverse effect on its business, results of operations, financial condition and prospects. To the extent Rhodium has not complied with such laws, rules and regulations, Rhodium could be subject to significant criminal, civil and administrative penalties, including imprisonment of individuals, fines and penalties, seizure of shipments, breach of contract, debarment, tax reassessments and fraud litigation, reputational harm, restrictions on certain business activities, and other consequences and be subject to significant fines and other regulatory consequences, which could adversely affect Rhodium’s business, prospects or operations. Failure to comply with applicable legal and regulatory obligations could result in the disruption of

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Rhodium’s activities and responding to any enforcement action or internal investigation related to alleged or actual misconduct may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees. Failure to comply with applicable legal and regulatory obligations could result in the disruption of Rhodium’s activities and responding to any enforcement action or internal investigation related to alleged or actual misconduct may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees. As cryptocurrency and central bank digital currency has grown in popularity and in market size, the Federal Reserve Board, U.S. Congress, U.S. State Attorneys General and certain U.S. agencies (e.g., the Commodity Futures Trading Commission (the “CFTC”), the SEC, the Financial Crimes Enforcement Network (“FinCEN”), the Federal Trade Commission and the Federal Bureau of Investigation) have begun to examine the operations of the cryptocurrency, including the Bitcoin network, Bitcoin users and the Bitcoin exchange market.

Ongoing and future regulatory actions may impact Rhodium’s ability to continue to operate, and such actions could affect Rhodium’s ability to continue as a going concern or to pursue its strategy, which could have a material adverse effect on Rhodium’s business, prospects or operations.

It may be illegal now, or in the future, to acquire, own, hold, sell or use Bitcoin, or other cryptocurrencies, participate in blockchains or utilize similar cryptocurrency assets in one or more countries, the ruling of which would adversely affect Rhodium.

Several countries have taken and may continue taking regulatory actions that could severely restrict the right to acquire, own, hold, sell or use cryptocurrency assets or to exchange them for fiat currency. For example, in China and Russia, it is illegal to accept payment in Bitcoin and other cryptocurrencies for consumer transactions and banking institutions are barred from accepting deposits of cryptocurrencies. Additional countries, including the United States, could take similar measures to ban or limit the holding of certain cryptocurrencies such as Bitcoin. Such circumstances could have a material adverse effect on Rhodium’s business, prospects or operations and potentially the value of any Bitcoin or other cryptocurrencies Rhodium mines or otherwise acquires or holds for its own account, and thus harm investors. Rhodium does not intend to mine other cryptocurrencies as part of its business model at this time.

Rhodium’s transactions in cryptocurrency may expose it to countries, territories, regimes, entities, organizations and individuals that are subject to sanctions and other restrictive laws and regulations.

The Office of Foreign Assets Control of the U.S. Department of Treasury and the U.S. Department of State require Rhodium to comply with sanction programs based on foreign policy and national security goals against targeted countries, territories, regimes, entities, organizations and individuals. Because of the pseudonymous nature of blockchain transactions, Rhodium may not be able to determine the ultimate identity of the individuals with whom it transacts with respect to buying or selling cryptocurrency or of other members in mining pools in which Rhodium participates. Rhodium participates in mining pools that operate in jurisdictions that are not subject to the same regulatory regimes as Rhodium is, which creates the risk that Rhodium may inadvertently engage in transactions with, or contribute processing power to, a mining pool which involves persons, entities, or territories that are the target of sanctions or other restrictions. To the extent government enforcement authorities enforce these and other laws and regulations that are impacted by blockchain technology, Rhodium may be subject to investigation, administrative or court proceedings, and civil or criminal monetary fines and penalties, all of which could harm Rhodium’s reputation.

The cryptoeconomy is novel and has limited access to policymakers or lobbying organizations, which may harm Rhodium’s ability to effectively react to proposed legislation and regulation of cryptocurrency or cryptocurrency platforms adverse to its business.

As cryptocurrencies have grown in both popularity and market size, various U.S. federal, state, and local and foreign governmental organizations, consumer agencies and public advocacy groups have been examining the operations of cryptocurrency networks, users and platforms, with a focus on how cryptocurrencies can be used to launder the proceeds of illegal activities, fund criminal or terrorist enterprises, and the safety and soundness of platforms and other service providers that hold cryptocurrencies for users. Many of these entities have called for heightened regulatory oversight, and have issued consumer advisories describing the risks posed by cryptocurrencies to users and investors. The cryptoeconomy is novel and has limited access to policymakers and lobbying organizations in many jurisdictions. Competitors from other, more established industries, including traditional financial services,

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may have greater access to lobbyists or governmental officials, and regulators that are concerned about the potential use of cryptocurrencies for illicit purposes may enact statutory and regulatory changes with minimal or discounted inputs from the cryptoeconomy. As a result, new laws and regulations may be proposed and adopted, or existing laws and regulations may be interpreted in new ways, that harm the cryptoeconomy or cryptocurrency platforms, which could adversely impact Rhodium’s business.

If regulatory changes or interpretations of its activities require Rhodium to register under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act, or otherwise under state laws, Rhodium may incur significant compliance costs, which may have a material negative effect on Rhodium’s business and the results of its operations.

Cryptocurrencies are treated as “money” by FinCEN, and business engaged in the transfer of money or other payments services are subject to registration and licensure requirements at the U.S. federal level and also under U.S. state laws. While FinCEN has issued guidance that cryptocurrency mining, without engagement in other activities, does not require registration and licensure with FinCEN, this could be subject to change as FinCEN and other regulatory agencies continue their scrutiny of the Bitcoin network and cryptocurrencies generally. To the extent that Rhodium’s business activities cause Rhodium to be deemed a money services business (“MSB”) under the regulations promulgated by 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 Rhodium to implement anti-money laundering programs, make certain reports to FinCEN and maintain certain records.

To the extent that Rhodium’s activities would cause it to be deemed a “money transmitter” (“MT”) or equivalent designation under state law in any state in which it may operate, Rhodium may be required to seek a license or otherwise register with a state regulator and comply with state regulations that may include the implementation of anti-money laundering programs, including implementing a know-your-counterparty program and transaction monitoring, maintenance of certain records and other operational requirements.

Such additional federal or state regulatory obligations may cause Rhodium to incur extraordinary expenses. Furthermore, Rhodium may not be capable of complying with certain federal or state regulatory obligations applicable to MSBs and MTs, such as monitoring transactions and blocking transactions, because of the nature of the Bitcoin blockchain. If Rhodium is deemed to be subject to, and it is determined it is not in compliance with, such additional regulatory and registration requirements, it could result in the imposition of sanctions, penalties, or other enforcement actions and it could force Rhodium to suspend or terminate its Bitcoin mining operations.

Rhodium is subject to risks associated with its need for significant electrical power. Government regulators may potentially restrict the ability of electricity suppliers to provide electricity to Bitcoin mining operations, such as Rhodium’s.

The operation of a Bitcoin mining can require massive amounts of electrical power and Rhodium’s demand for electrical power is expected to grow as Rhodium expands its mining fleet. If Rhodium is unable to continue to obtain sufficient electrical power to operate its miners on a cost-effective basis, Rhodium may not realize the anticipated benefits of its significant capital investments in new miners. Further, Rhodium’s mining operations can only be successful and ultimately profitable if the costs, including electrical power costs, associated with mining a Bitcoin are lower than the price of a Bitcoin. As a result, any mine that Rhodium establishes can only be successful if Rhodium can obtain sufficient electrical power for that mine on a cost-effective basis, and its establishment of new mines requires Rhodium to find locations where that is the case. There may be significant competition for suitable mine locations, and government regulators may potentially restrict the ability of electricity suppliers to provide electricity to mining operations in times of electricity shortage or may otherwise potentially restrict or prohibit the provision or electricity to mining operations. If Rhodium is unable to receive adequate power supply and is forced to cease or reduce its operations due to the availability or cost of electrical power, including increased taxes associated with the use of electrical power, Rhodium’s business would experience materially negative impacts.

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The application of the Commodity Exchange Act, as amended (the “CEA”), to Rhodium’s Bitcoin mining business is unclear and may be subject to change and therefore difficult to predict. To the extent Rhodium becomes subject to regulation by the CFTC in connection with its business activities, Rhodium may incur additional compliance costs, which may be significant.

The CEA does not currently impose any direct obligations on Rhodium related to the mining or exchange of Bitcoin. However, the CFTC, the federal agency that administers the CEA, generally regards Bitcoin as a commodity. This position has been supported by decisions of federal courts.

Changes in the CEA or the regulations promulgated by the CFTC thereunder, as well as interpretations thereof and official statements by the CFTC may impact the classification of Bitcoin and subject it to additional regulatory oversight by the CFTC. Although the CFTC to date has not enacted regulations governing non-derivative or nonfinanced, margined or leveraged transactions in Bitcoin, it has authority to commence enforcement actions against persons who engage in manipulation or deceptive practices related to transactions in any contract of sale of any commodity, including Bitcoin, in interstate commerce.

While no provision of the CEA, or CFTC rules, orders or rulings (except as noted herein) appears to be currently applicable to Rhodium’s business, this is potentially subject to change. There is no certainty as to how future regulatory developments will impact the treatment of Bitcoin under the law. Any requirements imposed by the CFTC related to Rhodium’s Bitcoin mining activities or its transactions in Bitcoin would cause Rhodium to incur additional extraordinary, non-recurring expenses, thereby materially and adversely impacting Rhodium’s financial performance.

Moreover, if Rhodium’s Bitcoin mining activities or transactions in Bitcoin were deemed by the CFTC to constitute a collective investment in derivatives for Rhodium’s stockholders, Rhodium may be required to register as a commodity pool operator with the CFTC through the National Futures Association. Such additional registrations may result in extraordinary, non-recurring expenses, thereby materially and adversely impacting Rhodium’s financial performance.

Climate change, and the regulatory and legislative developments related to climate change, may materially adversely affect Rhodium’s business and financial condition.

The potential physical impacts of climate change on Rhodium’s operations are highly uncertain and would be particular to the geographic circumstances in areas in which Rhodium operates or in which its third-party providers operate. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. The impacts of climate change may materially and adversely impact the cost, production and financial performance of Rhodium’s operations. Further, any impacts to Rhodium’s business and financial condition as a result of climate change are likely to occur over a sustained period of time and are therefore difficult to quantify with any degree of specificity. For example, extreme weather events may result in adverse physical effects on portions of Rhodium’s infrastructure, which could disrupt its supply chain and ultimately its business operations. In addition, disruption of transportation and distribution systems could result in reduced operational efficiency and customer service interruption. Climate related events have the potential to disrupt Rhodium’s business, including the business of its suppliers, and may cause Rhodium to experience higher attrition, losses and additional costs to resume operations.

In addition, a number of governments or governmental bodies have introduced or are contemplating legislative and regulatory changes in response to various climate change interest groups and the potential impact of climate change. Given the very significant amount of electrical power required to operate cryptocurrency miners, as well the environmental impact of mining for the rare earth metals used in the production of mining servers, the cryptocurrency mining industry may become a target for future environmental and energy regulation. Legislation and increased regulation regarding climate change could impose significant costs on Rhodium and its suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting, and other costs to comply with such regulations. Any future climate change regulations could also negatively impact Rhodium’s ability to compete with companies situated in areas not subject to such limitations. Given the political significance and uncertainty around the impact of climate change and how it should be addressed, Rhodium cannot predict how legislation and regulation will affect its financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by Rhodium or other companies in its industry could harm its reputation. Any of the foregoing could result in a material adverse effect on Rhodium’s business and financial condition.

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Rhodium is subject to environmental, health and safety laws and regulations that may expose it to significant liabilities for penalties, damages or costs of remediation or compliance.

Rhodium’s operations and properties are subject to laws and regulations governing occupational health and safety, the discharge of pollutants into the environment or otherwise relating to health, safety and environmental protection requirements in the countries and localities in which we operate. These laws and regulations may impose numerous obligations that are applicable to Rhodium’s operations, including acquisition of a permit or other approval before conducting construction or regulated activities; limitation or prohibition of construction and operating activities in environmentally sensitive areas, such as wetlands; imposing specific health and safety standards addressing worker protection; and imposition of significant liabilities for pollution resulting from its operations, including investigation, remedial and clean-up costs. Failure to comply with these requirements may expose Rhodium to fines, penalties and/or interruptions in its operations that could have a material adverse effect on Rhodium’s financial position, results of operations and cash flows. Certain environmental laws may impose strict, joint and several liability for costs required to clean up and restore sites where hazardous substances have been disposed or otherwise released into the environment, even under circumstances where the hazardous substances were released by prior owners or operators or the activities conducted and from which a release emanated complied with applicable law.

The trend in environmental regulation has been to place more restrictions and limitations on activities that may be perceived to impact the environment, and thus there can be no assurance as to the amount or timing of future expenditures for environmental regulation compliance or remediation. New or revised regulations that result in increased compliance costs or additional operating restrictions could have a material adverse effect on Rhodium’s financial position, results of operations and cash flows.

Rhodium’s mining business is subject to local government regulation.

Rhodium is subject to extensive and varied local government regulation, including regulations relating to public health, safety and zoning codes. Rhodium operates each of its locations in accordance with standards and procedures designed to comply with applicable codes and regulations. However, Rhodium’s failure to obtain or retain any required licenses could adversely affect its operations. Although Rhodium has not experienced, and does not anticipate experiencing any significant difficulties, delays or failures in obtaining required licenses, permits or approvals, any such problem could delay or prevent Rhodium from operating its current sites or further expanding its operations.

Future developments regarding the treatment of Bitcoin for U.S. federal income and foreign tax purposes could adversely affect Rhodium’s business.

Due to the new and evolving nature of Bitcoin and the absence of comprehensive legal guidance with respect to Bitcoin, and Bitcoin transactions, many significant aspects of the U.S. federal income and foreign tax treatment of Bitcoin are uncertain, and it is unclear what guidance may be issued in the future on the treatment of Bitcoin or Bitcoin transactions, including Bitcoin mining, for U.S. federal income and foreign tax purposes. Current IRS guidance indicates that Bitcoin, should be treated and taxed as property (rather than as a currency), and that transactions involving the payment of Bitcoin for goods and services should be treated as barter transactions. While this treatment creates a tax reporting requirement for certain exchanges of Bitcoin, it preserves the right to apply capital gains (as opposed to ordinary income) treatment to those transactions where Bitcoin is held as a capital asset.

There can be no assurance that the IRS or other foreign tax authority will not alter its existing position with respect to Bitcoin in the future or that a court would uphold the treatment of Bitcoin as property, rather than currency. Any such alteration of existing IRS and foreign tax authority positions or additional guidance regarding Bitcoin products and transactions could result in adverse tax consequences for holders of Bitcoin, such as Rhodium, and could have an adverse effect on the value of Bitcoin and the broader Bitcoin markets. The uncertainty regarding the tax treatment of Bitcoin transactions, and the potential promulgation of new, or changes to existing, U.S. federal income, state or foreign tax laws, treaties, regulations, administrative practices or guidance relating to Bitcoin transactions could adversely impact the price of Bitcoin, Rhodium’s business, and the results of its operations. Further, in the event Rhodium’s business expands, Rhodium’s after-tax profitability and financial results could be adversely affected by expanding, internationally or domestically, to jurisdictions with less favorable or more complex tax laws or greater scrutiny by taxing authorities.

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Changes to applicable U.S. tax laws and regulations could affect Rhodium’s business and future profitability.

New U.S. laws and policy relating to taxes may have an adverse effect on Rhodium’s business and future profitability. Further, existing U.S. tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to Rhodium. It is unclear whether Congress will enact any changes and, if enacted, how soon any such changes could take effect. The passage of new legislation could have an adverse effect on Rhodium’s business and future profitability. Additionally, recently enacted laws expanding cryptocurrency information and transaction reporting requirements could also impact Rhodium’s business and future profitability. In August 2022, the Inflation Reduction Act (“IRA”) was passed, which imposed, among other things, an excise tax on certain corporate stock buybacks by U.S. public corporations repurchasing such stock and a corporate alternative minimum tax on book income on certain large corporations. The effects of these rules and other provisions of the IRA on the Company are uncertain until further regulations and guidance from the IRS and Treasury are released.

Risks Related to the Organizational Structure of the Combined Company

The Combined Company is a holding company and its sole material asset will be its equity interest in Merger Sub II who directly holds an equity interest in Technologies, and its accordingly dependent upon distributions from Merger Sub II who is dependent upon distributions from Technologies to pay taxes, make payments under the Tax Receivable Agreement and cover its corporate and other overhead expenses.

After the Mergers, SilverSun will have no material assets other than its equity interest in Merger Sub II who directly holds an equity interest in Technologies. Merger Sub II has no independent means of generating revenue or cash flow, and its ability to pay taxes and operating expenses or declare and pay dividends in the future, if any, will be dependent upon the financial results and cash flows of Technologies and its subsidiaries, and distributions it receives from Technologies. We anticipate that Technologies will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to the unitholders of Technologies. Accordingly, it will be required to pay income taxes on its allocable share of any net taxable income of Technologies. To the extent Technologies has available cash, its generally intends to cause Technologies to make pro rata distributions to its unitholders, including to Merger Sub II, in an amount sufficient to cover all applicable taxes of such unitholders, including Merger Sub II, at an assumed tax rate that is based on the highest combined marginal U.S. federal, state and local tax rate applicable to an individual or corporation (whichever is higher) resident in New York, New York. In addition, Technologies will reimburse Merger Sub II for its corporate and other overhead expenses. There can be no assurance that Technologies and its subsidiaries will generate sufficient cash flow to distribute funds to Merger Sub II, or that applicable state law and contractual restrictions, including negative covenants in any debt agreements of Technologies or its subsidiaries, will permit such distributions. To the extent that it needs funds and Technologies or its subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of any financing arrangements, or are otherwise unable to provide such funds, it could materially adversely affect its liquidity and financial condition.

Imperium will hold a substantial portion of the Combined Company’s common stock and will have the right to appoint a portion of the Combined Company Board, and its interests may conflict with those of other stockholders.

Holders of its Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or the Amended and Restated Certificate of Incorporation. After the Mergers, Imperium will own 100% of the Combined Company’s Class B common stock (representing 49% of our voting power). As a result of Imperium’s significant ownership, Imperium will be able to substantially influence matters requiring stockholder or board approval, including the election of directors, approval of any potential acquisition of us, changes to our organizational documents and significant corporate transactions, and certain decisions we make as the managing member of Technologies. In particular, for so long as Imperium continues to own a majority of our voting stock, Imperium will be able to cause or prevent a change of control of us or a change in the composition of the Combined Company Board and could preclude any unsolicited acquisition of the Combined Company. This concentration of ownership makes it unlikely that any other holder or group of holders of the Combined Company’s common stock or preferred stock will be able to affect the way the Combined Company and Technologies are managed or the direction of the Combined Company’s business. Furthermore, the concentration of ownership could deprive you of an opportunity to receive a premium for your SilverSun Class A common stock as part of a sale of the Combined Company and ultimately might affect the market price of our Class A common stock. The interests of Imperium with respect to matters potentially or actually involving

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or affecting the Combined Company, such as future acquisitions, financings and other corporate opportunities and attempts to acquire the Combined Company, may conflict with the interests of the Combined Company’s other stockholders.

For example, Imperium may have different tax positions from the Combined Company, especially in light of the Tax Receivable Agreement, that could influence its decisions regarding whether and when to support the disposition of assets, the incurrence or refinancing of new or existing indebtedness, the timing or amount of distributions by Technologies, or the termination of the Tax Receivable Agreement and acceleration of the Combined Company’s obligations thereunder. In addition, the determination of future tax reporting positions, the structuring of future transactions and the handling of any challenge by any taxing authority to the Combined Company’s tax reporting positions may take into consideration tax or other considerations of Imperium, including the effect of such positions on the Combined Company’s obligations under the Tax Receivable Agreement and with respect to the amount of tax distributions, which may differ from the considerations of the Combined Company or other stockholders. These decisions could adversely affect the Combined Company’s liquidity or financial condition.

So long as Imperium continues to control a significant amount of the Combined Company’s common stock, such holders will, through their ownership interests in Imperium, be able to substantially influence matters requiring stockholder or board approval, including the election of directors, approval of any potential acquisition of the Combined Company, changes to the Combined Company’s organizational documents and significant corporate transactions, and certain decisions the Combined Company makes as the managing member of Technologies. In any of these matters, the interests of such holders may differ or conflict with the interests of the Combined Company’s other stockholders. Moreover, this concentration of stock ownership may also adversely affect the trading price of the Combined Company’s Class A common stock to the extent investors perceive a disadvantage in owning stock of a company with a controlling stockholder.

In certain cases, Imperium, as the holder of Class B common stock, will have the sole power to approve a reorganization of the Combined Company and its subsidiaries, resulting in the Combined Company no longer being structured as an umbrella partnership C corporation.

The holders of Class B common stock have the sole power to vote on any merger, consolidation or conversion in connection with a reorganization of the Up-C structure (an “Up-C Reorganization”) or any necessary amendment to the Amended and Restated Certificate of Incorporation in order to effect an Up-C Reorganization. For purposes of this right of the holders of Class B common stock, an Up-C Reorganization means any transaction or series of transactions intended to result in the Combined Company and its subsidiaries no longer being structured as an umbrella partnership C corporation so long as (i) such transaction or series of transactions does not have a material adverse effect on the rights or preferences of the Class A Common Stock (in the sole determination of the independent members of the Combined Company Board) and (ii) such transaction or series of transactions shall not be treated as resulting in a “Change of Control” under the Tax Receivable Agreement. If Imperium were to approve an Up-C Reorganization, such decision could have an adverse effect on the trading price of the Combined Company’s Class A common stock to the extent investors perceive a disadvantage in owning stock of a company that is no longer in an Up-C structure.

The Combined Company will be required to make payments to Imperium under the Tax Receivable Agreement for certain tax benefits of the Combined Company may claim, and no such payments will be made to any holders of the Class A common stock. The amounts of such payments could be significant.

The Combined Company will enter into a Tax Receivable Agreement with Imperium. This agreement generally provides for the payment by the Combined Company to Imperium of 85% of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Combined Company actually realizes (or is deemed to realize in certain circumstances) in periods after the Mergers as a result of (i) the increase in the Combined Company’s proportionate share of the tax basis of the assets of Technologies resulting from the exchange of Technologies Units, and the corresponding surrender of an equivalent number of shares of Class B common stock, by Imperium for shares of Class A common stock (or for cash pursuant to the Cash Election) pursuant to the Redemption Right, and (ii) imputed interest deemed to be paid by the Combined Company as a result of, and additional tax basis arising from, any payments we make under the Tax Receivable Agreement. In addition, payments the Combined Company makes under the Tax Receivable Agreement will be increased by any interest accrued from the due date (without extensions) of the corresponding tax return. No such payments will be made to any other holders of Class A common stock. Furthermore,

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the Combined Company’s future obligations to make payments under the Tax Receivable Agreement could make it and its subsidiaries a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that are the subject of the Tax Receivable Agreement.

The payment obligations under the Tax Receivable Agreement are the Combined Company’s obligations and not obligations of Technologies. For purposes of the Tax Receivable Agreement, cash savings in tax generally are calculated on a “with and without basis” by comparing the Combined Company’s actual tax liability to the amount it would have been required to pay had the Combined Company not been able to utilize any of the tax benefits subject to the Tax Receivable Agreement. The actual increase in tax basis of Technologies and the amounts payable, as well as the timing of any payments, under the Tax Receivable Agreement are dependent upon significant future events and assumptions, including (but not limited to) the timing of the exchanges of Technologies Units and surrender of a corresponding number of shares of Class B common stock, the price of Class A common stock at the time of each exchange, the extent to which such exchanges are taxable transactions, the amount of the exchanging holder’s tax basis in its Technologies Units at the time of the relevant exchange, the depreciation and amortization periods that apply to the increase in tax basis, the types of assets held by Technologies, the amount and timing of taxable income the Combined Company generates in the future, the U.S. federal and state income tax rates then applicable, and the portion of the Combined Company’s payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable or amortizable tax basis. The term of the Tax Receivable Agreement will commence upon the completion of the Mergers and will continue until all such tax benefits have been utilized or expired, unless the Combined Company terminates the Tax Receivable Agreement and are required to make the termination payment specified in the agreement, at the Combined Company’s election (subject to Imperium’s right to delay any such early termination for up to two years), as a result of the Combined Company’s breach or in the event of a change of control event as described below. We expect that the payments that the Combined Company will be required to make under the Tax Receivable Agreement could be substantial based on the future operations and activities of Technologies and proposed changes in the applicable tax law.

The payments under the Tax Receivable Agreement will not be conditioned upon a holder of rights under the Tax Receivable Agreement having a continued ownership interest in the Combined Company.

In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits we realize, if any, in respect of the tax attributes subject to the Tax Receivable Agreement.

If we experience a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, asset sales and other forms of business combinations) or the Tax Receivable Agreement terminates early (at our election or as a result of our material breach), we could be required to make a substantial, immediate lump-sum payment. We may request to terminate the Tax Receivable Agreement early; however, under the Tax Receivable Agreement, Imperium may delay our request for early termination for up to two years, during which time the value of such lump-sum payment could substantially increase. This immediate lump-sum payment would equal the present value of hypothetical future payments that could be required under the Tax Receivable Agreement. The calculation of the hypothetical future payments will be based upon certain assumptions and deemed events set forth in the Tax Receivable Agreement, including (i) the sufficiency of taxable income to fully utilize the tax benefits, (ii) any Technologies Units (other than those held by us) outstanding on the termination date are exchanged on the termination date and (iii) the utilization of certain loss carryovers. Our ability to generate net taxable income is subject to substantial uncertainty. Accordingly, as a result of the assumptions, the required lump-sum payment may be significantly in advance of and could materially exceed, the realized future tax benefits to which the payment relates.

As a result of either an early termination or a change of control, we could be required to make payments under the Tax Receivable Agreement that exceed our actual cash tax savings under the Tax Receivable Agreement. Consequently, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. Assuming no material changes in the relevant tax law and a price of $ per share of Class A common stock (based on the Class A Exchange Ratio), we expect that if we experienced a change of control or the Tax Receivable Agreement were terminated immediately after the Mergers, the estimated lump-sum payment would be approximately $ (calculated using a discount rate equal to the one-year London Interbank Offered Rate (or an agreed successor rate, if applicable) plus 100 basis points, applied against an undiscounted liability of approximately $ ). These amounts are estimates and have been prepared for informational purposes only. The actual amount of such lump-sum payment could vary significantly based on, among

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other things, the operations and activities of Technologies in the period between the Mergers and an early termination or a change of control event. There can be no assurance that we will be able to finance our obligations under the Tax Receivable Agreement. In addition, to the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid. Our failure to make any payment required under the Tax Receivable Agreement (including any accrued and unpaid interest) within three months of the date on which the payment is required to be made will constitute a material breach of a material obligation under the Tax Receivable Agreement, which will terminate the Tax Receivable Agreement and accelerate future payments thereunder, unless the failure to make the applicable payment is attributable to (i) Technologies being prohibited from making such payment under the terms of the Tax Receivable Agreement or the terms governing certain of its indebtedness or (ii) Technologies Holdings not having, and being unable to obtain with commercially reasonable efforts, sufficient funds to make such payment.

In the event that our payment obligations under the Tax Receivable Agreement are accelerated upon certain mergers, other forms of business combinations or other changes of control, the consideration payable to holders of our Class A common stock could be substantially reduced.

If we experience a change of control (as defined under the Tax Receivable Agreement), our obligation to make a substantial, immediate lump-sum payment under the Tax Receivable Agreement could result in holders of our Class A common stock receiving substantially less consideration in connection with a change of control transaction than they would receive in the absence of such obligation. Further, holders of rights under the Tax Receivable Agreement may not have an equity interest in us or Technologies. Accordingly, the interests of holders of rights under the Tax Receivable Agreement may conflict with those of the holders of our Class A common stock.

We will not be reimbursed for any payments made under the Tax Receivable Agreement in the event that any tax benefits are subsequently disallowed.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we will determine. The holders of rights under the Tax Receivable Agreement will not reimburse us for any payments previously made under the Tax Receivable Agreement if such basis increases or other benefits are subsequently disallowed, except that excess payments made to any such holder will be netted against payments otherwise to be made, if any, to such holder after our determination of such excess. However, a determination that we have made an excess payment might not occur until a number of years after such payment has been made. Additionally, if any of our tax reporting positions are challenged by a taxing authority, we will not be permitted to reduce any future cash payments under the Tax Receivable Agreement until any such challenge is finally settled or determined. The applicable U.S. federal income tax rules for determining our tax reporting positions are complex and factual in nature, and there can be no assurance that the IRS or a court will not disagree with our tax reporting positions. As a result, in such circumstances, we could make payments that are greater than our actual cash tax savings, if any, and may not be able to recoup those payments, which could adversely affect our liquidity.

If Technologies were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we and Technologies might be subject to potentially significant tax inefficiencies, and we would not be able to recover payments previously made by us under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.

We and Technologies intend to operate such that Technologies does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. Under certain circumstances, exchanges of Technologies pursuant to the Redemption Right or other transfers of Technologies Units could cause Technologies to be treated as a publicly traded partnership. Applicable U.S. Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership, and we intend to operate such that exchanges or other transfers of Technologies Units qualify for one or more such safe harbors.

If Technologies were to become a publicly traded partnership and taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result for us and for Technologies, including as a result of our inability to file a consolidated U.S. federal income tax return with Technologies because it would not meet the affiliation requirement. In addition, we would no longer receive the benefit of certain increases in tax basis received as

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a result of the exercise of the Redemption Right, and we would not be able to recover any payments previously made by us under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of Technologies’ assets) were subsequently determined to have been unavailable.

In certain circumstances, Technologies will be required to make tax distributions to the holders of Technologies Units, including us, and the tax distributions that Technologies will be required to make may be substantial. To the extent we receive tax distributions in excess of our tax liabilities and obligations to make payments under the Tax Receivable Agreement and do not distribute such cash balances as dividends on our Class A common stock, the TRA Holders could benefit from such accumulated cash balances if they exercise their Redemption Right.

Technologies will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to U.S. federal income tax. Instead, taxable income will be allocated to the holders of Technologies Units, including us. Pursuant to the Technologies LLC Agreement, Technologies generally will make pro rata cash distributions, or tax distributions, to the holders of Technologies Units, including us, calculated using an assumed tax rate, to allow each of the holders of Technologies Units to pay its respective taxes on such holder’s allocable share of Technologies’ taxable income; such tax distributions will be calculated after taking into account certain other distributions or payments received by the holders of Technologies Units from Technologies, and may be subject to various limitations and restrictions, including with respect to any debt agreements.

Funds used by Technologies to satisfy its tax distribution obligations to unitholders (other than funds distributed to SilverSun and reinvested for additional Technologies Units) will not be available for reinvestment in our business. Moreover, the tax distributions that Technologies will be required to make may be substantial, and may exceed (as a percentage of Technologies’ income) the overall effective tax rate applicable to a similarly situated corporate taxpayer. In addition, because these payments will be calculated with reference to an assumed tax rate that is based on the highest combined marginal U.S. federal, state and local tax rate applicable to an individual or corporation (whichever is higher) resident in New York, New York, these payments will likely significantly exceed our actual tax liability attributable to Technologies.

If such distributions are in excess of our tax liabilities and our obligations to make payments under the Tax Receivable Agreement and we do not distribute such cash balances as dividends on our Class A common stock, or contribute such cash balances to Technologies for additional Technologies Units, holders of Technologies Units could benefit from any value attributable to such accumulated cash balances as a result of their ownership of Class A common stock following an exchange of their Technologies Units pursuant to the Redemption Right or their receipt of an equivalent amount of cash.

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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 GAAP, and gives effect to the transaction between Rhodium and SilverSun to be accounted for as a business combination, with Rhodium being deemed the acquiring company for accounting purposes.

Rhodium was determined to be the accounting acquirer based upon the terms of the Merger Agreement and other factors including: (i) Rhodium Legacy Stockholders are expected to own approximately 96.8% of the of the voting power of the Combined Company immediately following the closing of the transaction; (ii) the largest individual stockholder of the Combined Company is an existing stockholder of Rhodium; (iii) Rhodium will appoint all of the board seats in the Combined Company; and (iv) Rhodium’s senior management will be the senior management of the Combined Company following consummation of the Mergers.

The following unaudited pro forma condensed combined financial statements are based on Rhodium’s historical financial statements and SilverSun’s historical financial statements, as adjusted to give effect to Rhodium’s acquisition of SilverSun and certain related transactions. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2022 and for the twelve months ended December 31, 2021 give effect to these transactions as if they had occurred on January 1, 2022. The unaudited pro forma condensed combined balance sheet as of June 30, 2022 gives effect to these transactions as if they had occurred on June 30, 2022.

Because Rhodium will be treated as the accounting acquirer, Rhodium’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 Rhodium. SilverSun’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 Rhodium 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 SilverSun’s common stock and changes in SilverSun’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 Rhodium and SilverSun 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
June 30, 2022 — Six Month Ended

	Historical				Pro Forma Adjustments																										Pro Forma Combined
(in thousands, except for per share data)	Rhodium		SilverSun		Step 1		Step 2		Step 3			Step 4a				Step 4b			Step 5		Step 6			Additional			Combined				Pro Forma Combined
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	25,712	$	5,874									(15,866	)	[d]												$	(15,866	)	[d]	$	15,720
Restricted cash		1,949		—																												1,949
Digital Assets		1,587		—																												1,587
Accounts receivable		1,812		2,246									(2,235	)	[d]													(2,235	)	[d]		1,823
Deposits on equipment		21,736		—																												21,736
Unbilled services		—		345									(345	)	[d]													(345	)	[d]		—
Prepaid expenses and other current assets		8,140		1,485									(1,485	)	[d]													(1,485	)	[d]		8,140
TOTAL CURRENT ASSETS		60,936		9,950		—		—		—			(19,931	)			—			—		—			—			(19,931	)			50,955

OTHER ASSETS
Property and equipment, net		218,092		895									(895	)	[d]													(895	)	[d]		218,092
Operating lease right-of-use assets		—		512									(512	)	[d]													(512	)	[d]		—
Deferred tax assets		618		1,004									(1,004	)	[d]													(1,004	)	[d]		618
Electrical Deposits, non-current		6,120		—																												6,120
Goodwill		—		1,012									(1,012	)	[d]													(1,012	)	[d]		—
Intangible assets, net		—		4,749									(4,749	)	[d]													(4,749	)	[d]		—
Intangible assets, net and Goodwill – New		—		—						22,180	[c]		(22,180	)	[d]													—		[c][d]		—
Deposits and other long-term assets		7,820		189									(189	)	[d]													(189	)	[d]		7,820
TOTAL OTHER ASSETS		232,650		8,361		—		—		22,180			(30,541	)			—			—		—			—			(8,361	)			232,650
TOTAL ASSETS	$	293,586	$	18,311	$	—	$	—	$	22,180		$	(50,472	)		$	—		$	—	$	—		$	—		$	(28,292	)		$	283,605

LIABILITIES AND STOCKHOLDERS’ AND MEMBERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	8,770	$	1,943									(1,943	)	[d]		1,000	[e]							3,000	[g]	$	2,057		[e][f][h]	$	12,770
																						[ ]	[f]					[ ]		[g]
Accrued expenses		3,205		1,439									(1,439	)	[d]													(1,439	)	[d]		3,205
Accrued interest		—		23									(23	)	[d]													(23	)	[d]		—
Notes payable, current		16,701		—																												16,701
Long-term debt, current portion		—		530									(530	)	[d]													(530	)	[d]		—
Income tax payable		591		70									(70	)	[d]													(70	)	[d]		591
Long-term – related party – current portion		—		103									(103	)	[d]													(103	)	[d]		—
Finance lease obligations – current portion		—		216									(216	)	[d]													(216	)	[d]		—
Operating lease liabilities – current portion		—		324									(324	)	[d]													(324	)	[d]		—
Deferred revenue		—		2,552									(2,552	)	[d]													(2,552	)	[d]		—
Other current liabilities		1,873		—																												1,873
TOTAL CURRENT LIABILITIES		31,140		7,200		—		—		—			(7,200	)			1,000			—		—			3,000			(3,200	)			35,140

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Pro Forma Condensed Combined Balance Sheet — (Continued)
June 30, 2022 — Six Month Ended

	Historical					Pro Forma Adjustments																														Pro Forma Combined
(in thousands, except for per share data)	Rhodium		SilverSun			Step 1		Step 2			Step 3				Step 4a				Step 4b				Step 5		Step 6			Additional				Combined				Pro Forma Combined
LONG-TERM LIABILITIES
Notes payable to certain equity holders, non-current		54,600		—																																	54,600
Notes payable, non-current		7,086		—																																	7,086
SAFE Agreements		88,483		—								(88,483	)	[b]																			(88,483	)	[b]		—
Deferred tax liability		7,296		—																																	7,296
Long-term debt net of current portion		—		981												(981	)	[d]															(981	)	[d]		—
Long-term – related party – net of current portion		—		103												(103	)	[d]															(103	)	[d]		—
Finance lease obligations net of current portion		—		518												(518	)	[d]															(518	)	[d]		—
Operating lease liabilities net of current portion		—		189												(189	)	[d]															(189	)	[d]		—
TOTAL CURRENT LIABILITIES		157,465		1,791			—		—			(88,483	)			(1,791	)			—				—		—			—				(90,274	)			68,982
TOTAL LIABILITIES		188,605		8,991			—		—			(88,483	)			(8,991	)			1,000				—		—			3,000				(93,474	)			104,122

STOCKHOLDERS’ EQUITY
Class A Shares		11		—								(11	)	[b]																			(11	)	[b]		—
Class B Shares		—		—								—		[b]																			—		[b]		—
Preferred stock		—		—																																	—
Series A Preferred Stock		—		—																																	—
Common Stock		—		—					—	[a]																							—		[a]		—
Class A Common Stock		—		—					—	[a]		81		[b]																			81		[a][b]		81
Class B Common Stock		—		—								80		[b]																			80		[b]		80
Additional paid-in capital		50		10,043								181,066		[b][c]		(32,223	)	[d]															148,843		[b][c][d]		158,936
Retained earnings		84,534		(723	)							(70,553	)	[c]		(9,258	)	[d]		(1,000	)	[e]							(3,000	)	[g]		(83,811	)	[c][e][f][h]		—
																										[ ]	[f]						[ ]		[g]
Non-controlling interest		20,386		—																																	20,386
TOTAL STOCKHOLDERS’ AND MEMBERS’ EQUITY		104,981		9,320			—		—			110,663				(41,481	)			(1,000	)			—		—			(3,000	)			65,182				179,483
TOTAL LIABILITIES AND STOCKHOLDERS’ AND MEMBERS’ EQUITY	$	293,586	$	18,311		$	—	$	—		$	22,180			$	(50,472	)		$	—			$	—	$	—		$	—			$	(28,292	)		$	283,605

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Pro Forma Condensed Combined Statement of Operations

June 30, 2022 — Six Months Ended

	Historical						Pro Forma Adjustments			Notes	Pro Forma Combined
(in thousands, except for per share data)	Rhodium			SilverSun			Pro Forma Adjustments			Notes	Pro Forma Combined
REVENUE
Revenue, net – digital asset mining	$	68,273		$	—							68,273
Software product, net		—			5,393			(5,393	)	[d]		—
Service, net		—			16,269			(16,251	)	[d]		18
TOTAL REVENUES		68,273			21,662			(21,644	)			68,291

COSTS AND EXPENSES
Cost of revenue, excluding colocation expense, depreciation and amortization		9,940			—							9,940
Cost of revenue – colocation expense		3,717			—							3,717
Cost of revenue – product		—			3,211			(3,211	)	[d]		—
Cost of revenue – service		—			9,619			(9,619	)	[d]		—
Selling, general and administrative		15,129			—							15,129
Selling and marketing expenses		—			3,629			(3,629	)	[d]		—
General and administrative expenses		—			4,712			(4,711	)	[d]		1
Share-based compensation expenses		—			92			(92	)	[d]		—
Depreciation and amortization		14,452			498			(498	)	[d]		14,452
Impairment of digital assets		14,799			—							14,799
TOTAL OPERATING EXPENSES		58,037			21,761			(21,760	)			58,038
OPERATING LOSS		10,236			(99	)		116				10,253

OTHER INCOME (EXPENSE)
Realized gain on sale of digital assets		4,679			—							4,679
Interest expense		(1,851	)		(43	)		43		[d]		(1,851	)
SAFE valuation gain (loss)		1,290			—							1,290
Other income (expense), net		(133	)		—							(133	)
TOTAL OTHER INCOME (EXPENSE)		3,985			(43	)		43				3,985
Income (loss) before income taxes		14,221			(142	)		159				14,238
Income tax (expense)		(3,548	)		13			(13	)	[d]		(3,548	)
Net Income (loss)	$	10,673		$	(129	)	$	146			$	10,690
Net income (loss) attributable to non-controlling interest		5,562			—							5,562
Net income (loss) attributable to controlling interest	$	5,111		$	(129	)	$	146			$	5,128

Weighted average common shares outstanding
Basic					5,136,177			161,729,429		[b][d]		161,729,429
Diluted					5,136,177			161,729,429		[b][d]		161,729,429
Net income (loss) per common share
Basic				$	(0.03	)					$	0.03
Diluted				$	(0.03	)					$	0.03

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Pro Forma Condensed Combined Statement of Operations

December 31, 2021 — Twelve Months Ended

	Historical						Pro Forma Adjustments			Notes	Pro Forma Combined
(in thousands, except for per share data)	Rhodium			SilverSun			Pro Forma Adjustments			Notes	Pro Forma Combined
REVENUE
Revenue, net – digital asset mining	$	137,630		$	—						$	137,630
Software product, net		—			7,863			(7,863	)	[d]		—
Service, net		—			33,838			(33,838	)	[d]		—
TOTAL REVENUES		137,630			41,701			(41,701	)			137,630

COSTS AND EXPENSES
Cost of revenue, excluding colocation expense, depreciation and amortization		10,371			—							10,371
Cost of revenue – colocation expense		8,528			—							8,528
Cost of revenue – product		—			4,575			(4,575	)	[d]		—
Cost of revenue – service		—			19,918			(19,918	)	[d]		—
Selling, general and administrative		11,803			—							11,803
Selling and marketing expenses		—			6,720			(6,720	)	[d]		—
General and administrative expenses		—			9,402			(9,394	)	[d]		8
Share-based compensation expenses		—			441			(441	)	[d]		—
Depreciation and amortization		15,967			876			(876	)	[d]		15,967
Impairment of digital assets		39,570			—							39,570
TOTAL OPERATING EXPENSES		86,239			41,932			(41,924	)			86,247
OPERATING LOSS		51,391			(231	)		223				51,383

OTHER INCOME (EXPENSE)
Realized gain on sale of digital assets		43,545			—							43,545
Interest expense		(2,555	)		(47	)		47		[d]		(2,555	)
Gain on bargain purchase		—			71			(71	)	[d]		—
Gain on sale of product line		—			250			(250	)	[d]		—
SAFE valuation gain (loss)		(2,936	)		—							(2,936	)
Other income (expense), net		2,617			—							2,617
TOTAL OTHER INCOME (EXPENSE)		40,671			274			(274	)			40,671
Income (loss) before income taxes		92,062			43			(51	)			92,054
Income tax expense (benefit)		22,922			178			(178	)	[d]		22,922
Net Income (loss)	$	69,140		$	(135	)	$	127			$	69,132
Net income (loss) attributable to non-controlling interest		39,494			—							39,494
Net income (loss) attributable to controlling interest	$	29,646		$	(135	)	$	127			$	29,638

Weighted average common shares outstanding
Basic					5,136,177			161,729,429		[b][d]		161,729,429
Diluted					5,136,177			161,729,429		[b][d]		161,729,429
Net income (loss) per common share
Basic				$	0.03						$	0.18
Diluted				$	0.03						$	0.18

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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 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 Rhodium and SilverSun.

For the purposes of the unaudited pro forma combined financial information, the accounting policies of Rhodium and SilverSun are aligned with no differences. Accordingly, no effect has been provided for the pro forma adjustments described in Note 3, “Pro Forma Adjustments.”

Description of Transaction

On September 29, 2022, Rhodium, Merger Sub I, Merger Sub II and SilverSun entered into the Merger Agreement, pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub I will merge with and into Rhodium, with Rhodium continuing as the surviving entity following the First Merger and Rhodium will merger with and into Merger Sub II, with Merge Sub II as the surviving entity following the Second Merger. Merger Sub II will continue as a wholly owned subsidiary of SilverSun and will be the managing member of Technologies upon consummation of the Mergers.

Following the consummation of the Mergers, it is expected that the Rhodium Legacy Stockholders, will own approximately 96.8% of the voting power of the Combined Company and the SilverSun Legacy Stockholders will own approximately 3.2% of the voting power of the Combined Company and economic interest in the Combined Company’s subsidiaries.

Basis of Presentation

Rhodium has preliminarily concluded that the transaction represents a business combination pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations. Rhodium has not yet completed an external valuation analysis of the fair market value of SilverSun’s assets to be acquired and liabilities to be assumed. Using the estimated total consideration for the transaction, Rhodium 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 Rhodium 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.

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Note 2 — Preliminary purchase price allocation

Rhodium has performed a preliminary valuation analysis of the fair value of SilverSun’s assets and liabilities. The following table summarizes the allocation of the preliminary purchase price as of the acquisition date based upon an assumed total consideration of approximately $31.5 million (in thousands):

Cash and cash equivalents	$	5,874
Accounts receivable		2,246
Prepaid expenses and other current assets		1,830
Property and equipment		895
Other assets		7,466
Accounts payable		(1,943	)
Accrued other liabilities		(2,705	)
Deferred revenue		(2,552	)
Other liabilities		(1,791	)
Goodwill		22,180	(1)
Total consideration	$	31,500

____________

(1) To reflect the goodwill recognized as a result of the transaction.

Under the acquisition method of accounting, the total purchase price is allocated to the acquired tangible and intangible assets and assumed liabilities of SilverSun 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 3 — 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) Reflects the recapitalization of SilverSun in which SilverSun will exchange all outstanding common stock for the applicable number of newly authorized SilverSun Class A common stock and SilverSun will authorize new SilverSun Class B common stock, and SilverSun will reflect the Reverse Stock Split; and

(b) Reflects the reorganization of SilverSun, in which SilverSun will form a new corporation that is a wholly owned subsidiary of SilverSun, Merger Sub I, and a new limited liability company that is a wholly owned subsidiary of SilverSun, Merger Sub II. Merger Sub I will merge with and into Rhodium and with Rhodium surviving, pursuant to which:

i. the Rhodium Class A common stock will be exchanged for SilverSun Class A common stock;

ii. the Rhodium Class B common stock will be exchanged for the applicable number of SilverSun Class B common stock;

iii. the SAFEs in Rhodium will convert and holders of the SAFEs will be issued SilverSun Class A common stock;

iv. the warrants in Rhodium will be exchanged for warrants in SilverSun; and

v. the RSUs in Rhodium will be exchanged for RSUs in SilverSun.

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Rhodium will then merge with and into Merger Sub II, with Merger Sub II surviving. The unaudited pro forma condensed combined financial statements assume there will be 81,439,633 shares of Class A common stock of the Combined Company outstanding and 80,289,796 shares of Class B common stock of the Combined Company outstanding upon completion of the Mergers.

(c) Represents the elimination of the historical equity of SilverSun and the initial allocation of the purchase price to identified intangibles, fair value adjustments and goodwill, as follows (in thousands):

Total consideration	$	31,500
Series A Preferred Stock		—
Common Stock		—
Additional paid-in capital		(10,043	)
Accumulated deficit		723
Goodwill	$	22,180

(d) Reflects the distribution to SilverSun legacy stockholders (i) 100% of the capital stock of SilverSun Holdings and (ii) $10 million in cash dividend, which SilverSun shall have declared to the benefit of the SilverSun Legacy Stockholders prior to the date of the reorganization in (b) above. Prior to the completion of the Transaction, SilverSun will “spin off” all of the stock in its subsidiary, SWK, to the pre-Closing SilverSun Legacy Stockholders. All assets and liabilities of bolth SilverSun and SWK are reflected on SWK’s balance sheet at the time of Closing, and will be included in the spin-off of SWK. No assets or liabilities of any type will remain in SilverSun at the time of closing, except for the tax liability associated with the spin-off.

(e) Reflects the assumption by Rhodium of the obligation to pay up to $1.0 million in tax liability related to the spin-off of SWK.

(f) Reflects the tax receivable agreement entered into by the Imperium and SilverSun.

(g) Reflects an adjustment of approximately $3.0 million for the estimated transaction costs for both Rhodium and SilverSun, such as adviser fees, legal and accounting expenses and D&O related insurance, that were not incurred as of June 30, 2022.

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THE MERGERS AND THE DISTRIBUTION

The discussion in this proxy statement/prospectus of the Mergers and the principal terms of the Merger Agreement are subject to, and are qualified in their entirety by reference to, the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A and incorporated into this proxy statement/prospectus by reference.

General Description of the Mergers

Prior to entering into the Merger Agreement, for the purpose of effecting the transactions contemplated thereby, SilverSun formed two direct, wholly owned subsidiaries, Merger Sub I and Merger Sub II. Upon satisfaction or waiver of the conditions to Closing, Merger Sub I will consummate the First Merger with and into Rhodium, resulting in Rhodium surviving the First Merger as a direct, wholly owned subsidiary of SilverSun. Thereafter, Rhodium will consummate the Second Merger with and into Merger Sub II, resulting in Merger Sub II surviving the Second Merger as a direct, wholly owned subsidiary of SilverSun.

Upon consummation of the Mergers:

• SilverSun shall, prior to the Second Effective Time, effect the Reverse Stock Split;

• subject to stockholder approval, SilverSun shall, prior to the First Effective Time, file the Amended and Restated Certificate of Incorporation to, among other things, change its name to “Rhodium Enterprises, Inc.” or such other name agreed to by Rhodium and SilverSun, set forth the number of authorized shares of SilverSun Class A common stock and SilverSun Class B common stock and set forth the rights and preferences of such shares of SilverSun Class A common stock and SilverSun Class B common stock, remove provisions that are no longer applicable following the completion of the Mergers, cancel the designations of the Series A Preferred Stock, par value $0.001 per share, and Series B Preferred Stock, par value $0.001 per share, and effect, at the discretion of the SilverSun Board, a reverse stock split of SilverSun’s common stock;

• prior to the Second Effective Time and immediately following the Reverse Stock Split, by virtue of filing the Amended and Restated Certificate of Incorporation and without any additional action on the part of any SilverSun Entity, Rhodium or the holders of any securities of SilverSun or Rhodium, including holders of SilverSun common stock, each share of SilverSun common stock issued and outstanding immediately prior to the filing of the Amended and Restated Certificate of Incorporation shall automatically be converted into one validly issued, fully paid and nonassessable share of SilverSun Class A common stock;

• at the First Effective Time, by virtue of the First Merger, each share of Rhodium Class A common stock issued and outstanding immediately prior to the First Effective Time (other than any dissenting shares or the Excluded Rhodium Shares (as defined below)) will automatically be converted into the right to receive a number of shares of SilverSun Class A common stock based upon the Rhodium Class A Exchange Ratio (as such term is defined in the Merger Agreement);

• each share of Rhodium Class B common stock issued and outstanding immediately prior to the First Effective Time (other than any dissenting shares or the Excluded Rhodium Shares) will automatically be converted into the right to receive a number of shares of SilverSun Class B common stock based upon the Rhodium Class B Exchange Ratio (as such term is defined in the Merger Agreement);

• each Rhodium warrant that is outstanding and unexercised as of immediately prior to the First Effective Time shall be converted into and become a warrant to purchase SilverSun Class A common stock and SilverSun shall assume each such Rhodium Warrant in accordance with its terms;

• each holder of a Rhodium SAFE that is outstanding as of immediately prior to the First Effective Time shall, at the Closing, receive a certain number of validly issued, fully paid and nonassessable shares of SilverSun Class A common stock equal to the Purchase Amount (as such term is defined in the Merger Agreement) divided by the per share price implied by the Rhodium Valuation;

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• each share of Rhodium common stock held in the treasury of Rhodium, owned by Rhodium or any of its direct or indirect wholly owned subsidiaries or by SilverSun or any of its affiliates at the First Effective Time (collectively, the “Excluded Rhodium Shares”) if any, shall be canceled automatically and shall cease to exist, and no consideration shall be paid for those Excluded Rhodium Shares;

• each Rhodium RSU that is a Vested Company RSU shall, as of the First Effective Time, be automatically cancelled without any action on the part of any holder thereof in consideration for the right to receive a number of shares of SilverSun Class A common stock equal to the product obtained by multiplying (x) the total number of shares of Rhodium Class A common stock subject to such Vested Company RSU immediately prior to the First Effective Time by (y) the Rhodium Class A Exchange Ratio. Each Rhodium RSU that is outstanding immediately prior to the First Effective Time and that is not a Vested Company RSU shall, as of the First Effective Time, automatically and without any action on the part of the holder thereof, be converted into a restricted stock unit award with respect to a number of shares of SilverSun Class A common stock equal to the product obtained by multiplying (x) the total number of shares of Rhodium Class A common stock subject to such unvested Rhodium RSU immediately prior to the First Effective Time by (y) the Rhodium Class A Exchange Ratio (each, a Rhodium Adjusted RSU Award). Each such Rhodium Adjusted RSU Award shall continue to have, and shall be subject to, the same terms and conditions (including vesting and settlement terms) as applied to the corresponding unvested Rhodium RSU immediately prior to the First Effective Time.

• each SilverSun stock option that is outstanding immediately prior to the Second Effective Time but following the Reverse Stock Split shall (A) if the exercise price of such SilverSun stock option is equal to or greater than the Per Share SilverSun Value (as defined below), terminate and be cancelled as of immediately prior to the Second Effective Time, without any consideration being payable in respect of each such SilverSun stock option, and have no further force or effect, and (B) if the exercise price of such SilverSun stock option is less than the Per Share SilverSun Value, (i) become fully vested as of immediately prior to the Second Effective Time, (ii) be converted into an option award with respect to a number of shares of SilverSun Class A common stock equal to the total number of shares of SilverSun common stock subject to such SilverSun stock option immediately prior to the Second Effective Time but following the Reverse Stock Split and (iii) shall automatically expire on the 90th day following the date of the Closing. Following the Second Effective Time, (i) no cancelled SilverSun stock option that was outstanding immediately prior to the Second Effective Time shall remain outstanding and each holder of a cancelled SilverSun stock option will cease to have any rights with respect to such cancelled SilverSun stock option and (ii) each SilverSun Adjusted Option Award shall continue to have, and shall continue to be subject to, the same terms and conditions (other than as set forth in the previous sentence) as applied to the corresponding SilverSun stock option as of immediately prior to the Second Effective Time. For purposes of the foregoing, the “Per Share SilverSun Value” means the volume-weighted average price, rounded to the nearest one-hundredth of a cent, of a share of SilverSun Class A common stock on Nasdaq (as reported by Bloomberg L.P. or, if not reported by Bloomberg L.P., in another authoritative source mutually selected by the parties to the Merger Agreement) in respect of the five consecutive trading day period beginning at 9:30 am (New York City time) on the first day of such trading day period and ending at 4:00 pm (New York City time) on the fifth full trading day prior to the Second Effective Time; provided, that such measurement period shall not begin prior to the eighth day prior to the Second Effective Time and shall not end after the third day prior to the Second Effective Time, in each case, with such adjustments as necessary to reflect the Reverse Stock Split;

• at the Effective Time, and by virtue of the Second Merger, without any additional action on the part of any SilverSun Entity, Rhodium or the holders of any securities of SilverSun or Rhodium, including holders of SilverSun common stock, each share of capital stock of Rhodium as the surviving company of the First Merger shall be cancelled and each limited liability company interest of Merger Sub II issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and (to the extent applicable) non-assessable limited liability company interest of Merger Sub II as the surviving company of the Second Merger, with the same rights, powers, and privileges as the limited liability company interests of Merger Sub II as the surviving company of the Second Merger;

• SilverSun will cause the shares of SilverSun Class A common stock to be listed on Nasdaq under the symbol “RHDM” at or after the Second Effective Time;

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• Merger Sub II will be a wholly owned direct subsidiary of SilverSun and, as a result, Merger Sub II, as the surviving entity of the Second Merger, will operate Rhodium’s current business;

• promptly following (and in all events on the same business day as) the Second Effective Time, SilverSun will distribute a cash dividend of at least $1.50 per pre-Merger/pre-Reverse Stock Split share prior to the Dividend and Distribution Record Date to the holders of SilverSun common stock of record as of a record date to be determined by the SilverSun Board, which record date shall be the same date as the Dividend and Distribution Record Date. The Dividend amount shall come from the $10,000,000 cash to be received from Rhodium in connection with the Mergers;

• prior to the First Effective Time, the SilverSun Board and SilverSun stockholders of record as of the record date for the special meeting shall (i) adopt the 2022 Plan, reserving for issuance a number of shares of SilverSun Class A common stock equal to [ ]% of the fully diluted capitalization of SilverSun (including SilverSun Class B common stock on an as exchanged basis) immediately following the First Effective Time, and (ii) assume the Rhodium 2022 Omnibus Incentive Plan in its then-current form; and

• when the transactions contemplated by the Separation Agreement, including the Distribution, are consummated, all of the issued and outstanding common stock of SilverSun’s recently created, wholly owned subsidiary, SilverSun Holdings, will be distributed to the SilverSun stockholders of record on the Dividend and Distribution Record Date. As a result of this Distribution, SilverSun’s indirect wholly owned subsidiaries, SWK and SCS, will be owned by the SilverSun stockholders indirectly through their shares of SilverSun Holdings.

Following the consummation of the Mergers, it is expected that the Rhodium Legacy Stockholders will own approximately 96.8% of the voting power of the Combined Company on a fully-diluted basis, and the SilverSun Legacy Stockholders will own approximately 3.2% of the voting power of the Combined Company on a fully-diluted basis and 3.2% of the economic interest of the subsidiaries of the Combined Company. Imperium will hold 100% of the SilverSun Class B common stock following the consummation of the Mergers representing approximately 49% of the voting power of the Combined Company.

Effect on SilverSun if the Mergers are not Completed

If the Mergers are not completed for any reason, SilverSun will remain an independent public company, its common stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act, the Distribution and Dividend will not take place and SilverSun will continue to file periodic reports with the SEC.

If the Mergers are not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of the shares of SilverSun common stock. If the Mergers are not completed, the SilverSun Board will continue to evaluate and review SilverSun’s business operations, properties, dividend policy and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance stockholder value. If the Mergers are not complete, there can be no assurance that any comparable transaction acceptable to SilverSun will be offered or that SilverSun’s business, prospects or results of operation will not be adversely impacted.

Background to the Merger

The SilverSun Board, together with senior management, regularly reviews SilverSun’s performance, growth prospects and overall strategic direction and evaluates potential opportunities to strengthen SilverSun’s business and enhance value for SilverSun’s stockholders. These reviews and evaluations have included analyzing SilverSun’s strategy as a standalone company and potential opportunities for business combinations, strategic partnerships, mergers and acquisitions and other financial and strategic alternatives. From time to time, SilverSun received inbound inquiries from, and has held discussions with, third parties, including potential acquirors, regarding the possibility of pursuing strategic transactions.

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The following chronology summarizes certain key events and contacts that led to the signing of the Merger Agreement. It does not purport to catalogue every conversation among the SilverSun Board, members of SilverSun management or SilverSun’s representatives and other parties.

• May 5, 2022 — Mark Meller, the CEO of SilverSun receives an unsolicited inquiry from Jared Melillo, Rhodium’s Senior Vice President (“SVP”) of Corporate Development and Ventures, regarding future capital markets opportunities.

• May 26, 2022 — Introductory call takes place between Messrs. Meller and Melillo. SilverSun expresses interest in future commercial transactions.

• May 31, 2022 — Mr. Meller receives follow-up text from Mr. Melillo. They agree to hold a call on June 1, 2022.

• June 1, 2022 — Follow up call takes place between Messrs. Meller and Melillo in which Mr. Melillo expresses potential interest in a future commercial transaction.

• June 10, 2022 — Follow-up call takes place between Messrs. Meller and Melillo in which Mr. Melillo advises that Rhodium is not ready to discuss or enter into any potential transactions. Parties agree to stay in contact while they continue to pursue their respective company’s business opportunities.

• July 25, 2022 — Mr. Meller reaches out to Mr. Melillo via text to touch base and they agree to speak the next day.

• July 26, 2022 — Messrs. Meller and Melillo speak by phone and Mr. Melillo expresses a heightened interest on the part of Rhodium to pursue a transaction with SilverSun. Mr. Melillo expresses continued issues respecting timing but indicates that they may be addressed in the near term.

• July 29, 2022 — Messrs. Meller and Melillo speak again by phone. Mr. Meller responds to Mr. Melillo’s questions. Mr. Melillo advises that the timing for moving forward with a transaction may be improving.

• August 3, 2022 — Mr. Melillo texts Mr. Meller to indicate that progress is being made on the timing front, raises questions as to possible structures and advises that he would like to include Rhodium’s CFO, Nicholas Cerasuolo, on the next call. Messrs. Melillo and Meller agree to hold a call on August 4, 2022.

• August 4, 2022 — Messrs. Meller, Melillo and Cerasuolo speak by phone. The call goes well and Mr. Meller provides Messrs. Melillo and Cerasuolo with information respecting SilverSun’s outstanding Form S-3 registration statement and related matters. Following the call, Mr. Meller emails Messrs. Melillo and Cerasuolo a form of term sheet that can be used by them as a template should the parties determine to proceed further.

• August 5, 2022 — Mr. Melillo texts Mr. Meller that Rhodium is intending to work on a term sheet over the weekend.

• August 8, 2022 — Mr. Meller texts Mr. Melillo regarding status and Mr. Melillo advises that Rhodium will be holding an internal meeting on August 10, 2022 to discuss a possible transaction between Rhodium and SilverSun.

• August 15, 2022 — SilverSun and Rhodium sign a Non-Disclosure Agreement.

• August 22, 2022 — Mr. Meller texts Mr. Melillo regarding his ability to advise on call as to whether things will be moving forward.

• August 23, 2022 — Rhodium holds an internal meeting following which Mr. Melillo texts Mr. Meller that the Rhodium meeting went well and that Rhodium wants to move forward with SilverSun.

• August 30, 2022 — Messrs. Meller and Melillo speak by phone to discuss deal structure.

• August 31, 2022 — A call takes place among Messrs. Meller, Melillo and Cerasuolo and Morgan Soule, Rhodium’s Tax Director and Legal Counsel, respecting transaction structure. Mr. Meller thereafter consults with SilverSun tax counsel and responds to their questions via email.

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• September 1, 2022 — Mr. Melillo texts Mr. Meller to advise that he plans to send him a term sheet later that day and to start work on a timeline to close by December 31, 2022.

• September 2, 2022 — Rhodium delivers draft term sheet to SilverSun.

• September 4, 2022 — Messrs. Meller, Melillo and Cerasuolo speak by phone to negotiate the proposed equity split of the post-merger entity.

• September 5, 2022 — Mr. Meller sends Rhodium a redlined term sheet.

• September 6, 2022 — Messrs. Meller, Melillo and Cerasuolo speak by phone to discuss the redlined term sheet. They negotiate and agree upon the proposed equity split.

• September 7, 2022 — SilverSun and Rhodium execute term sheet.

• September 8, 2022 — Messrs. Meller, Melillo and Cerasuolo speak by phone to discuss logistics of the transaction.

• September 9, 2022 — Messrs. Meller and Melillo speak by phone following a call by Rhodium with its legal counsel to discuss project kick-off.

• September 12, 2022 — Messrs. Meller, Melillo and Cerasuolo speak by phone to address transaction status.

• September 13, 2022 — Group call which includes SilverSun and Rhodium counsels is held.

• September 14- September 19, 2022 — Parties continue to discuss project status and access to documents. Rhodium’s CEO, Chase Blackmon is introduced to SilverSun.

• September 21-September 28, 2022 — Parties proceed to finalize Merger Agreement and related transaction documents and discuss financial models, D&O Insurance, Fairness Opinion and related transaction matters,

• September 29, 2022 — SilverSun holds board meeting at which the Merger Agreement and related transaction documents and matters are unanimously approved. SilverSun receives fairness opinion from The Benchmark Company, LLC concluding that the transactions contemplated in the Merger Agreement are fair to the SilverSun stockholders from a financial point of view. SilverSun and Rhodium execute the Merger Agreement and related documents. A press release is issued.

Reasons for the Merger; Recommendation of the SilverSun Board

At its meeting on September 29, 2022, SilverSun’s Board unanimously (i) determined and declared that the Mergers and the Merger Agreement, together with the transactions contemplated thereby, were advisable and in the best interests of SilverSun, (ii) approved the execution and delivery of the Merger Agreement and any additional documents or agreements referred to in, or contemplated or required by, the Merger Agreement or the transactions contemplated thereby, and (iii) recommended that SilverSun’s stockholders adopt the Merger Agreement and related agreements.

In making its decision, SilverSun’s Board consulted with SilverSun’s management, as well as SilverSun’s legal and financial advisors, and considered the following potentially positive factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

• Pursuant to the Merger Agreement and related transactions, the SilverSun stockholders as of the Dividend and Distribution Record Date will be retaining a small interest in the combined company while receiving the Dividend and the Distribution which the management of SilverSun viewed as accretive to the value of their investment in SilverSun.

• The Fairness Opinion of SilverSun’s Financial Advisor concluded that the transactions contemplated in the Merger Agreement were fair to SilverSun’s stockholders from a financial point of view.

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• The Distribution and Dividend and the Form 10 allows SilverSun’s stockholders to maintain an interest in a public company that will continue the operations of SilverSun’s principal pre-Merger subsidiaries SWK and SCS.

• The belief of the SilverSun Board, after a review of strategic alternatives and discussions with SilverSun’s management and advisors, that the value offered to stockholders pursuant to the Merger Agreement and the related transactions is more favorable to the stockholders of SilverSun than the potential value that might have resulted from other strategic opportunities potentially available to SilverSun.

• The view that SilverSun’s management negotiated the best deal possible with Rhodium and that the terms of the Merger Agreement and related transactions were the result of robust arm’s-length negotiations conducted over several months.

The SilverSun Board also considered the following uncertainties, risks and potentially negative factors in its deliberations concerning the Merger Agreement and the related transactions, which are not intended to be exhaustive and are not presented in any relative order of importance:

• The SilverSun Board considered that the Merger Agreement imposes restrictions on the conduct of SilverSun’s business prior to the consummation of the Mergers, requiring SilverSun to refrain from certain actions and to use commercially reasonable efforts to conduct its’ and its subsidiaries’ businesses in the ordinary course of business, which may delay or prevent SilverSun from undertaking business opportunities that may arise pending completion of the Mergers.

• The SilverSun Board considered the possibility that the Mergers might not be consummated, including the adverse effects that a failure to consummate the Mergers could have on SilverSun’s business, the market price for SilverSun’s common stock and SilverSun’s relationships with employees, including the fact that (i) SilverSun’s directors and senior management will have expended extensive time and effort and will have experienced significant distractions from their work during the pendency of the transaction; (ii) SilverSun will have incurred significant transaction costs; and (iii) the market’s perception of SilverSun’s prospects could be adversely affected.

• The SilverSun Board considered the regulatory approvals that would be required to consummate the Mergers and related transactions and the prospects for receiving any such approvals.

The SilverSun Board concluded that the uncertainties, risks and potentially negative factors relevant to the Merger Agreement and related transactions were outweighed by the potential benefits.

The foregoing discussion is not exhaustive but is intended to summarize the material information and factors considered by SilverSun’s Board in its consideration of the Merger Agreement and related transactions. SilverSun’s Board reached the unanimous decision to recommend and approve the entry into the Merger Agreement and related transactions in light of the factors described above and other factors that the members of the SilverSun Board believed were appropriate. In view of the variety of factors and the quality and amount of information considered, the SilverSun Board did not find it practicable to and did not quantify or otherwise assign relative weights to the specific factors considered in reaching their determinations. In addition, individual members of the SilverSun Board may have given different weight to different factors. SilverSun’s Board conducted an overall analysis of the factors described above, including thorough discussions with, and questioning of, management of SilverSun, its financial advisor, and SilverSun’s legal advisors, and considered the factors overall to be favorable to, and to support, its determinations. It should be noted that this explanation of the reasoning of the SilverSun Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section entitled “Forward-Looking Statements”.

Opinion of Financial Advisor to SilverSun

In making its recommendation, the Board considered the Fairness Opinion and supporting analysis provided by an independent investment bank, The Benchmark Company, LLC (“Benchmark” or the “Financial Advisor”) as financial advisor. Benchmark provides investment banking and advisory services to institutions and companies. The investment banking practice provides valuation services in connection with financings, and mergers and acquisitions for both public and private companies. Benchmark was selected to provide the opinion based on their experience and industry knowledge and their ability to complete the assignment in a timely manner. Pursuant to an engagement letter

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dated September 19, 2022, SilverSun retained Benchmark to evaluate whether the Mergers and the other transactions contemplated by the Merger Agreement (collectively, the “Transactions”) were fair to the stockholders of SilverSun from a financial point of view.

On September 29, 2022, Benchmark delivered its written opinion to the SilverSun Board, dated September 29, 2022 (the “Fairness Opinion”), providing that, as of such date, the Transactions pursuant to the Merger Agreement were fair to SilverSun’s stockholders from a financial point of view.

The following description of the Fairness Opinion is qualified in its entirety by reference to the full text of such Fairness Opinion, a copy of which is annexed hereto as Annex E to this Registration Statement and is incorporated herein by reference. The Fairness Opinion describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Benchmark in preparing the Fairness Opinion. Benchmark’s Fairness Opinion speaks only as of the date of the Fairness Opinion. The Fairness Opinion was for the information of and addressed to the SilverSun Board (in its capacity as such) in connection with and for the purposes of its evaluation of the Transactions and did not address any other aspect of the proposed Mergers. The Fairness Opinion addressed only the fairness of the Transactions from a financial point of view it did not address the underlying business decision of the SilverSun Board, SilverSun, or SilverSun’s executives to engage in the proposed Mergers or enter into the Merger Agreement or constitute a recommendation to the SilverSun Board or SilverSun’s stockholders in connection with the Mergers.

SilverSun did not request Benchmark to opine to, and the Fairness Opinion did not express an opinion as to or otherwise address, among other things: (1) the underlying business decision of the SilverSun Board, SilverSun, SilverSun’s security holders or any other party to proceed with or effect the Transactions, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Transactions or otherwise (other than the consideration to the extent expressly specified herein), (iii) the fairness of any portion or aspect of the Transactions to the holders of any class of securities, creditors or other constituencies of SilverSun, or to any other party, except as otherwise provided above, (iv) the relative merits of the Transactions as compared to any alternative business strategies or transactions that might be available for SilverSun, Rhodium or any other party, (v) the fairness of any portion or aspect of the Transactions to any one class or group of SilverSun’s or any other party’s security holders or other constituents vis-à-vis any other class or group of SilverSun’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (vi) the solvency, creditworthiness or fair value of Rhodium, SilverSun or any other participant in the Transactions, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (vii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the Transactions, any class of such persons or any other party, relative to the consideration or otherwise. Furthermore, no opinion, counsel or interpretation was intended as to matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. The Fairness Opinion assumed that such opinions, counsel or interpretations have been or will be obtained from the appropriate professional sources. Furthermore, Benchmark relied, with the consent of the SilverSun Board, on the assessments by the SilverSun Board, SilverSun and its advisors, as to all legal, regulatory, accounting, insurance and tax matters with respect to Rhodium, SilverSun, the Transactions or otherwise. The issuance of the Fairness Opinion was approved by a Benchmark committee authorized to approve opinions of this nature.

The preparation of the Fairness Opinion involved quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. Furthermore, Benchmark did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Accordingly, the analyses contained in the Fairness Opinion must be considered as a whole. Selecting portions of the analyses, analytic methods and factors without considering all analyses and factors could create a misleading or incomplete view. The Fairness Opinion reflects judgments and assumptions with regard to industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are beyond the control of the participants in the Mergers. Any estimates of value contained in the Fairness Opinion are not necessarily indicative of actual value or predictive of future results or values, which may be significantly more or less favorable. Any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which any

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assets, businesses or securities may actually be sold. The Fairness Opinion does not constitute a valuation opinion or credit rating. In preparing the Fairness Opinion, Benchmark did not conduct any physical inspection or independent appraisal or evaluation. Benchmark assumed and relied upon the accuracy and completeness of the financial and other information provided to, discussed with or reviewed by it without (and without assuming responsibility for) independent verification of such information, made no representation or warranty (express or implied) in respect of the accuracy or completeness of such information and further relied upon the assurances of SilverSun that it is not aware of any facts or circumstances that would make such information inaccurate or misleading. In addition, Benchmark relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of SilverSun or any other participant in the transaction since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Benchmark that would be material to its analyses, and that the final forms of any draft documents reviewed by Benchmark will not differ in any material respect from such draft documents.

In making its determination, Benchmark completed a series of financial analyses to derive a range of potential equity values for Rhodium. Benchmark’s financial analysis employed the following three customary methodologies, with no particular weight being given to any:

• Selected Public Company Analysis which involved an analysis of the valuation of publicly-traded companies which Benchmark deemed to be relevant.

• Precedent Transaction Analysis which involved an analysis of recent mergers and acquisitions involving companies that Benchmark deemed to be relevant.

• Discounted Cash Flow Analysis which involved a discounted cash flow model using financial forecasts for Rhodium which were provided to Benchmark by SilverSun.

In arriving at the Fairness Opinion, Benchmark reviewed and considered such financial and other matters as it deemed relevant, including, among other things:

• a draft of the Merger Agreement provided to Benchmark by SilverSun, dated September 29, 2022;

• certain information relating to the historical, current and future operations, financial condition and prospects of Rhodium, made available to Benchmark by SilverSun, including consolidated financial statements for the year ended December 31,2021 and the six month period ended June 30, 2022, a preliminary balance sheet as of September 30, 2022, and a financial model with projected financials for the calendar years 2022-2025;

• discussions with certain members of the management of SilverSun and Rhodium and certain of Rhodium’s advisors and representatives regarding the business, operations, financial condition and prospects of Rhodium, the Transactions and related matters;

• a certificate addressed to Benchmark from senior management of SilverSun containing, among other things, representations regarding the accuracy of the information, data and other materials (financial or otherwise) on Rhodium provided to, or discussed with, Benchmark by or on behalf of SilverSun;

• the current and historical market prices, trading characteristics and financial performance of the publicly traded securities of certain companies that Benchmark deemed to be relevant;

• the publicly available financial terms of certain transactions that Benchmark deemed to be relevant; and

• such other information, economic and market criteria and data, financial studies, analyses and investigations and such other factors as Benchmark deemed relevant.

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Financial Analyses

The following is a summary of the material financial analyses delivered by Benchmark to the Board in connection with rendering the fairness opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Benchmark, nor does the order of analyses described represent the relative importance or weight given to those analyses. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by Benchmark, 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 Benchmark. 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 Benchmark. Except as otherwise noted, the following information, to the extent that it is based on market data, is based on market data as it existed on or before the date of the opinion letter and is not necessarily indicative of current market conditions.

Benchmark primarily used three customary approaches in conducting its analyses of the equity valuation of Rhodium and arriving at its opinion, including a comparison to selected public companies, a comparison to precedent transactions, and a discounted cash flow analysis.

Selected Public Company Analysis

Benchmark reviewed publicly available financial and stock market information for 11 publicly-listed companies focused on bitcoin and cryptocurrency mining and infrastructure. Benchmark reviewed, among other things, enterprise values of the selected companies, calculated as equity values based on closing stock prices on September 30, 2022, plus debt, plus preferred stock, plus minority interest, and less cash and cash equivalents, as a multiple of revenue and EBITDA (earnings before interest, taxes, depreciation and amortization) forecasts based on consensus analysts’ estimates for the years 2022 and 2023. The selected publicly traded companies, which Benchmark deemed comparable to Rhodium but none of which is identical to Rhodium, and their respective multiples are as follows:

($ in millions)

Company Name	Enterprise Value		EV/Rev (2022)	EV/Rev (2023)	EV/EBITDA (2022)	EV/EBITDA (2023)
Argo Blockchain Plc	$	298.8	4.3x	2.4x	10.9x	4.3x
BitNile Holdings, Inc.	$	235.8	2.0x	1.5x	NM	11.6x
Core Scientific, Inc.	$	1,508.2	2.1x	1.5x	5.9x	3.8x
Greenidge Generation Holdings Inc.	$	200.4	1.4x	1.1x	8.1x	4.3x
HIVE Blockchain Technologies Ltd	$	260.4	1.8x	2.2x	NA	NA
Hut 8 Mining Corp.	$	181.3	1.4x	1.3x	7.0x	6.4x
Iris Energy Ltd.	$	194.0	1.5x	1.1x	4.2x	3.3x
Marathon Digital Holdings Inc	$	1,639.4	9.0x	2.5x	29.0x	4.5x
Riot Blockchain Inc	$	677.9	2.2x	1.2x	43.6x	2.5x
TeraWulf Inc.	$	244.0	5.4x	0.9x	NM	1.7x
Stronghold Digital Mining, Inc.	$	194.0	1.6x	1.3x	20.9x	3.5x

____________

NA = Not Available, NM = Not Meaningful

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Precedent Transaction Analysis

Benchmark reviewed, to the extent publicly available, financial information relating to four precedent transactions over the last three years involving companies focused on bitcoin and cryptocurrency mining and infrastructure. Benchmark reviewed, among other things, the implied multiple of revenue and EBITDA forecasts for 2022 and 2023. The precedent transactions, which Benchmark deemed comparable to the Merger but none of which is identical to the Merger, and their respective implied enterprise value to revenue multiples are as follows:

($ in millions)

Target

Acquirer

Date
Announced

Enterprise
Value

EV/Revenue
(2022)

EV/Revenue
(2023)

EV/EBITDA
(2022)

EV/EBITDA
(2023)

Bitdeer Technologies Holding Co.

Blue Safari Group Acquisition Corp.

11/18/2021

3,988.0

6.81x

11.83x

BitFuFu

Arisz Acquisition Corp.

1/25/2022

1,461.0

4.43x

14.61x

Cipher Mining Technologies, Inc.

Good Works Acquisition Corp.

3/5/2021

2,000.0

5.71x

3.07x

8.44x

4.30x

Core Scientific, Inc.

Power & Digital Infrastructure Acquisition Corp.

7/21/2021

2,995.5

2.63x

2.01x

5.24x

3.65x

____________

NA = Not Available, NM = Not Meaningful

Discounted Cash Flow Analysis

Benchmark performed a discounted cash flow analysis of Rhodium to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that SilverSun was forecasted to generate during the last three months of 2022 and calendar years 2023 through 2025.

Benchmark calculated terminal values for Rhodium by applying terminal multiples of 3.8x and 9.3x to Rhodium’s 2025 revenues and EBITDA, respectively, and the terminal multiples were based on the average enterprise value to trailing revenues and EBITDA multiples of the selected public companies.

Summary

Based on Benchmark’s analysis of the Transactions and the estimated equity value of Rhodium, and taking into account other considerations including the equity stake SilverSun stockholders will maintain in SilverSun, the cash payment to be made from Rhodium to SilverSun and corresponding Dividend, the share distribution of SilverSun Holdings, and transaction-related fees and expenses, the equity value attributable to SilverSun’s stockholders following the Transactions is estimated to be between approximately $5.59 and $7.92 per share, compared to a pre-transaction equity value of $2.37 to $2.58 per share based on SilverSun’s 10-day VWAP (volume weighted average price) and latest closing stock price as of September 27, 2022.

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by Benchmark. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Benchmark believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, financial forecasts provided to Benchmark are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those forecasts. Moreover, Benchmark’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold.

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As a part of its business, Benchmark and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Benchmark was selected to advise SilverSun with respect to the Mergers and deliver an opinion to the SilverSun Board with respect to the Mergers on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with SilverSun.

Benchmark received a fee from SilverSun of $175,000 in connection with the delivery of its Fairness Opinion (the “Opinion Fee”) which was not contingent upon either the conclusion expressed in the Fairness Opinion or on the consummation of the Transactions.

Benchmark has provided other advisory services to SilverSun over the last two years for which it received compensation. Benchmark received $100,000 from SilverSun under a separate engagement letter in early 2022 with respect to a proposed transaction that was subsequently abandoned. Benchmark may also provide services to SilverSun and its affiliates in the future, although as of the date of Benchmark’s opinion, there was no agreement to do so nor any mutual understanding that such services were contemplated. In the ordinary course of their businesses, Benchmark and its affiliates may actively trade the debt and equity securities of SilverSun for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or other financial instruments.

THE DISTRIBUTION AND DIVIDEND

The discussion in this proxy statement/prospectus of the Distribution and Dividend and the principal terms of the Separation Agreement are subject to, and are qualified in their entirety by reference to, the Separation Agreement, a copy of which is attached to this proxy statement/prospectus as Annex B and incorporated into this proxy statement/prospectus by reference.

General Description of the Distribution

At Closing, SilverSun and SilverSun Holdings will enter into the Separation and Distribution Agreement. Thereunder, all of the issued and outstanding common stock of SilverSun Holdings, which, following the Contribution (defined below), will own all of the issued and outstanding common stock of (i) SWK, and (ii) SCS, will be distributed on a pro rata basis to the stockholders of SilverSun as of the Dividend and Distribution Record Date. Prior to the Distribution, SilverSun will contribute all issued and outstanding stock of SWK and SCS to SilverSun Holdings, resulting in SWK and SCS being wholly owned subsidiaries of SilverSun Holdings. SilverSun will deliver to Pacific Stock Transfer, Inc. (the “Agent”) a ledger representing all of the issued and outstanding SilverSun Holdings shares. On or prior to the Distribution, SilverSun and SilverSun Holdings will adopt the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of SilverSun Holdings in substantially the firm filed with this Registration Statement. Following the Distribution, SilverSun Holdings will operate the pre-Closing business of SWK and SCS, and SilverSun Holdings will prepare and file for public listing of the SilverSun Holdings shares distributed in the Distribution in reliance on the Form 10 that will be filed by SilverSun Holdings with the SEC.

Promptly following the Second Merger (and in all events on the same business day as the Second Effective Time), SilverSun will issue a cash dividend of at least $1.50 per pre-Merger / pre-Reverse Stock Split share pro rata in the aggregate amount of approximately $8,500,000 to its pre-Merger SilverSun stockholders of record as of a record date, which shall be prior to the closing date of the Mergers, to be determined by the SilverSun Board, which record date shall be the same date as the record date for the Distribution. The Dividend amount shall come from the $10,000,000 cash to be received from Rhodium in connection with the Mergers.

Following the Distribution, SilverSun will have no wholly owned subsidiaries other than CCDC. The Separation Agreement sets forth the terms and conditions regarding the separation of the cybersecurity and cloud services businesses from SilverSun.

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Prior to the filing of the Form 10, SilverSun will contribute all of the issued and outstanding common stock of its wholly owned subsidiaries, SWK and SCS, to SilverSun Holdings. Following the Mergers, SilverSun will consummate the Distribution to the stockholders of SilverSun as of the Dividend and Distribution Record Date, pursuant to the Merger Agreement and Separation Agreement. Consummation of the Distribution is subject to conditions that must be satisfied or waived by SilverSun prior to the completion of the separation. In addition, SilverSun has the right in its sole and absolute discretion to determine the date and terms of the Distribution and Dividend and will have the right, at any time until completion of the Distribution and Dividend, to determine to abandon or modify the Distribution and Dividend and to terminate the Separation Agreement.

In addition, the Separation Agreement governs the treatment of indemnification, insurance, and litigation responsibility and management of SilverSun Holdings and SilverSun after the date of Distribution. The Separation Agreement provides that SilverSun Holdings will indemnify SilverSun following the Distribution for any obligations and liabilities related to or arising from the SilverSun Holdings’ business, on the one hand, and SilverSun and its wholly owned subsidiary, CCDC, on the other hand, prior to the date of Distribution. Following the Distribution, SilverSun and SilverSun Holdings will indemnify the other party for any obligations and liabilities related to or arising from its respective businesses on or after to the date of Distribution.

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THE MERGER AGREEMENT

The following summary of the Merger Agreement is qualified by reference to the complete text of the Merger Agreement, which is incorporated by reference and a copy of which is attached as Annex A to this proxy statement/prospectus. The rights and obligations of the parties are governed by the express terms and conditions of the Merger Agreement and not by this summary or any other information contained in this proxy statement/prospectus. We urge you to read the Merger Agreement carefully and in its entirety, as well as this proxy statement/prospectus, before making any decisions regarding the Mergers.

The Merger Agreement has been included with this proxy statement/prospectus to provide you additional information regarding its terms. The Merger Agreement sets forth the contractual rights of SilverSun but is not intended to be a source of factual, business or operational information about SilverSun. That kind of information can be found elsewhere in this proxy statement/prospectus and in the other filings SilverSun makes with the SEC, which are available as described in “Where You Can Find More Information”.

As a stockholder, you are not a third-party beneficiary of the Merger Agreement and therefore you may not directly enforce any of its terms or conditions. The parties’ representations, warranties and covenants were made as of specific dates and only for purposes of the Merger Agreement and are subject to important exceptions and limitations, including a contractual standard of materiality different from that generally relevant to investors. Certain of the representations, warranties and covenants in the Merger Agreement are qualified by information SilverSun filed with the SEC prior to the date of the Merger Agreement, as well as by disclosure schedules SilverSun delivered to the other parties prior to signing the Merger Agreement. The disclosure schedules have not been made public because, among other reasons, they include confidential or proprietary information. The parties believe, however, that all information material to a stockholder’s decision to approve the Mergers is included or incorporated by reference in this proxy statement/prospectus.

You should also be aware that none of the representations or warranties has any legal effect among the parties to the Merger Agreement after the effective time of the Mergers, nor will the parties to the Merger Agreement be able to assert the inaccuracy of the representations and warranties as a basis for refusing to close the transaction unless all such inaccuracies as a whole have had or would be reasonably likely to have a material adverse effect on the party that made the representations and warranties.

Furthermore, you should not rely on the covenants in the Merger Agreement as actual limitations on the business of SilverSun, because it may take certain actions that are either expressly permitted in the confidential disclosure letters to the Merger Agreement or as otherwise consented to by the appropriate party, which may be given without prior notice to the public.

General

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the First Merger, Merger Sub I will merge with and into Rhodium, resulting in Rhodium being the surviving company and a wholly owned subsidiary of SilverSun. Immediately following the First Merger, Rhodium will merge with and into Merger Sub II, resulting in Merger Sub II existing as the surviving company of the Second Merger.

The Closing and the Effective Time of the Mergers

Subject to the satisfaction or waiver of all of the conditions to Closing set forth in the Merger Agreement and described below in “Conditions to the Mergers”, the Closing of the Mergers shall take place (a) remotely by exchange of documents and signatures (or their electronic counterparts) on the third (3) business day after the day on which the conditions to Closing are satisfied or waived in accordance with the Merger Agreement or (b) at such other place and time as SilverSun and Rhodium may mutually agree in writing.

Upon the terms and subject to the conditions of the Merger Agreement, as soon as practicable on the date of Closing, the parties shall cause the Mergers to be consummated by filing certificates of merger with the Secretary of State of the State of Delaware. The Mergers shall become effective at the time that the properly executed and certified copy of the respective certificates of merger are filed or, to the extent permitted by applicable law, at such later time as is agreed to by the parties prior to the filing of such certificates of merger and specified in the certificates of merger.

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Consideration to be Received in the Mergers

At the effective time of the First Merger, each share of Rhodium Class A common stock issued and outstanding immediately prior to the effective time of the Second Merger (other than any Rhodium Dissenting Shares) will automatically be converted into the right to receive a number of validly issued, fully paid and non-assessable shares of SilverSun Class A common stock equal to the Rhodium Class A Exchange Ratio.

The SilverSun Class A common stock issuable to former Rhodium Class A stockholders and former holders of Rhodium securities exercisable for or convertible into shares of Rhodium Class A common stock, immediately prior to the effective time of the Second Merger, will represent, on a fully-diluted basis, an approximate [ ]% voting interest in the outstanding SilverSun common stock and the SilverSun Class B common stock issuable to former Rhodium Class B stockholders will represent, on a fully-diluted basis, an approximate [ ]% voting interest in the outstanding SilverSun common stock. The SilverSun Class A common stock and Class B common stock shall each have one vote per share and will vote together as if a single class on all matters (with the exception of Class B Common Stock having the sole power to vote on any merger, consolidation or conversion in connection the Up-C Reorganization (as defined in the SilverSun Amended and Restated Certificate of Incorporation) or any necessary amendment to the chart to effect the Up-C Reorganization) submitted to a vote of the stockholders of SilverSun.

Treatment of Outstanding Equity Awards

SilverSun Stock Options

Each SilverSun stock option that is outstanding immediately prior to the First Effective Time but following the Stock Split shall (A) if the exercise price of such SilverSun stock option is equal to or greater than the Per Share SilverSun Value, terminate and be cancelled as of immediately prior to the First Effective Time, without any consideration being payable in respect of each such SilverSun stock option, and have no further force or effect, and (B) if the exercise price of such SilverSun stock option is less than the Per Share SilverSun Value, (i) be fully vested as of immediately prior to the First Effective Time, (ii) be converted into an option award with respect to a number of shares of SilverSun Class A common stock equal to the total number of shares of SilverSun common stock subject to such SilverSun stock option immediately prior to the Second Effective Time but following the Stock Split and (iii) shall automatically expire on the 90th day following the Closing. Following the Second Effective Time, (i) no cancelled SilverSun stock option that was outstanding immediately prior to the Second Effective Time shall remain outstanding and each former holder of a cancelled SilverSun stock option will cease to have any rights with respect to such cancelled SilverSun stock option and (ii) each SilverSun Adjusted Option Award shall continue to have, and shall continue to be subject to, the same terms and conditions (other than as set forth in the previous sentence) as applied to the corresponding SilverSun stock option as of immediately prior to the Second Effective Time.

Rhodium Restricted Stock Units

Each Rhodium RSU that is a Vested Company RSU shall, as of the First Effective Time, be automatically cancelled without any action on the part of any holder thereof in consideration for the right to receive a number of shares of SilverSun Class A common stock equal to the product obtained by multiplying (x) the total number of shares of Rhodium Class A common stock subject to such Vested Company RSU immediately prior to the First Effective Time by (y) the Rhodium Class A Exchange Ratio. Each Rhodium RSU that is outstanding immediately prior to the First Effective Time and that is not a Vested Company RSU shall, as of the First Effective Time, automatically and without any action on the part of the holder thereof, be converted into a restricted stock unit award with respect to a number of shares of SilverSun Class A common stock equal to the product obtained by multiplying (x) the total number of shares of Rhodium Class A common stock subject to such unvested Rhodium RSU immediately prior to the First Effective Time by (y) the Rhodium Class A Exchange Ratio. Each such Rhodium Adjusted RSU Award shall continue to have, and shall be subject to, the same terms and conditions (including vesting and settlement terms) as applied to the corresponding unvested Rhodium RSU immediately prior to the First Effective Time.

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Procedures for Exchange of Share Certificates

Prior to the effective time of the First Merger, SilverSun expects to appoint Pacific Stock Transfer Co, Inc. to act as exchange agent. SilverSun will deposit with the exchange agent shares of SilverSun Class A common stock to be issued pursuant to the Merger Agreement. No later than the second (2nd) business day following the effective time of the First Merger, SilverSun will cause the exchange agent to mail to each holder of record of one or more shares of Rhodium Class A common stock:

• a letter of transmittal (which will specify that delivery of the share certificates or book-entry notation representing shares of Rhodium Class A common stock (each referred to as a “certificate”) will be affected, and risk of loss and title to the certificates will pass, only upon delivery of the certificates and letter of transmittal to the exchange agent and will be in such form and have such other provisions as SilverSun may reasonably specify); and

• instructions for use in effecting the surrender of the certificates or book-entry notation in exchange for shares of SilverSun common stock, (which shall be in non-certificated, book entry form), any unpaid dividends and distributions on those shares.

Upon surrender of a certificate representing Rhodium Class A common stock for cancellation to the exchange agent, together with the letter of transmittal described above, duly executed and completed in accordance with the instructions that accompany the letter of transmittal, the holder of that certificate or book-entry notation representing shares of Rhodium Class A common stock will be entitled to receive in exchange therefor the applicable portion of the merger consideration in the form of shares of SilverSun common stock. The surrendered certificate will then be cancelled.

In the event of a transfer of ownership of Rhodium Class A common stock that is not registered in the transfer records of Rhodium, a certificate representing the proper number of shares of Rhodium Class A common stock may be issued to the transferee if the certificate representing such Rhodium Class A common stock is presented to the exchange agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid.

Any former stockholders of Rhodium who have not surrendered their certificates representing Rhodium Class A common stock within one (1) year after the effective time of the First Merger should only look to SilverSun, not the exchange agent, for delivery of shares of SilverSun common stock deliverable to those former Rhodium stockholders pursuant to the Merger Agreement.

Covenants and Agreements

Interim Operations

Each of Rhodium and SilverSun has agreed to customary covenants that place restrictions on them and their respective subsidiaries until the effective time of the Second Merger. Except as set forth in the disclosure schedules provided by each of Rhodium and SilverSun, as expressly permitted or provided for by the Merger Agreement, as required by applicable laws or with the written consent of the other party, each of Rhodium and SilverSun has agreed that it will, and will cause each of their respective subsidiaries to:

• use its reasonable best efforts to conduct its operations and cause each of its subsidiaries to conduct its operations only in the ordinary course business consistent with past practice;

• use its reasonable best efforts to maintain and preserve intact its business organization, to retain the services of its current officers and employees (it being understood that no increases in any compensation, including any incentive, retention or similar compensation shall be required in respect thereof except to the extent such increase is required in the ordinary course of business and is permitted by Merger Agreement) and to preserve the good will of its material customers, suppliers, agents, employees and other persons with whom it has material business relationships;

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• not amend or propose to amend its organizational documents, provided that, prior to the effective time of the First Merger, SilverSun shall be permitted to amend its certificate of incorporation to effectuate a name change and authorize the issuance of additional classes and amounts of SilverSun common stock as described in the Merger Agreement;

• not make, declare or pay any dividend or distribution on any shares of its capital stock or enter into any agreement restricting or limiting the ability of SilverSun or Rhodium, as applicable, or any of their subsidiaries to make any payment of dividends or to make any distributions to their stockholders, other than (i) dividends and distributions by wholly owned subsidiaries of SilverSun or Rhodium, as applicable, in the ordinary course of business, (ii) the Dividend, (iii) the Distribution, and (iv) such restrictions or limitations required by applicable law;

• not (i) adjust, split, combine or reclassify its capital stock other than the Reverse Stock Split, (ii) redeem, purchase or otherwise acquire, directly or indirectly, any shares of its capital stock or any securities convertible or exchangeable into or exercisable for any shares of its capital stock, (iii) issue, deliver or sell to any Continuing Company Employee (as defined in the Merger Agreement) of SilverSun or Rhodium, as applicable, any additional shares of its capital stock or any securities convertible or exchangeable into or exercisable for any shares of its capital stock or such securities, or (iv) enter into any contract with respect to the sale, voting, registration or repurchase of its capital stock;

• in the case of SilverSun only, not (i) materially increase the compensation or benefits payable or to become payable to any current or former employee, independent contractor, other individual service provider, director, manager or officer, (ii) grant any equity or equity-based incentive award, retention, severance or termination pay or change in control or transaction bonus to any current or former employee, independent contractor, other individual service provider, director, manager or officer, (iii) renew or enter into or amend any new employment or severance agreement with any current or former employee, independent contractor, other individual service provider, director, manager or officer, (iv) establish, adopt, enter into, materially amend or terminate any SilverSun benefit plan or any employee benefit plan, agreement, policy or program that, if in effect on the date of this Agreement, would be a SilverSun benefit plan, (v) enter into, terminate, amend or negotiate any collective bargaining agreement or other agreement or contract with any labor organization, works council, trade union, labor association or other employee representative, (vi) implement any employee layoffs that could trigger any liability or notice requirements under the WARN Act or (vii) take any action to accelerate the vesting, payment, or funding of any compensation or benefits to any current or former employee, independent contractor, other individual service provider, director, manager or officer, subject to certain exceptions;

• in the case of SilverSun only, not (i) enter into any contract which would be deemed a material contract or real property lease, (ii) enter a contract that would limit or restrict SilverSun or any of its subsidiaries or their respective successors from engaging or competing in any line of business or in any geographic area in any material respect, (iii) terminate, cancel or request any material change in or waive any material rights under any material contract or real property lease other than in connection with the expiration therewith other than in the ordinary course of business, or (iv) terminate, amend or waive any provisions of any confidentiality or standstill agreements in place with any third party;

• not incur, assume or guarantee any indebtedness for borrowed money (in excess of $5,000,000 in the case of Rhodium), other than (i) pursuant to any indebtedness instrument outstanding as of the date of the Merger Agreement and made available to the other party, (ii) in the case of Rhodium, in connection with equipment financings or interest rate hedges on terms in the ordinary course of business consistent with past practice and (iii) in the case of SilverSun, any promissory notes issued in connection with any of SilverSun’s permitted acquisitions, provided that the indebtedness under any such promissory note taken individually, and all such promissory notes in the aggregate, does not exceed $5,000,000;

• not file any material amended tax return, settle any material tax claim or assessment, surrender in writing any right to claim a material refund of taxes, consent to (or request) any extensions or waiver of the limitation period applicable to any material tax claim or assessment, enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local,

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or non-U.S. law) or any voluntary disclosure agreement with any governmental authority, in each case, with respect to a material amount of taxes, in each case or take any action, or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations;

• not materially change its accounting policies or procedures or any of its methods of reporting income, deductions or other items for material accounting purposes or revalue any of its material assets other than as required by changes in GAAP in the U.S. or applicable law after the execution of the Merger Agreement;

• in the case of Rhodium only, not sell, lease, license, transfer, pledge, encumber, grant or dispose of any assets, including any intellectual property rights and the capital stock of subsidiaries of the applicable party, that are material to the party and its respective subsidiaries, taken as a whole other than (i) in connection with products or services offered or provided in the ordinary course of business, (ii) in connection with the financing of capital equipment, (iii) the disposition of used, obsolete or excess equipment in the ordinary course of business, (iv) expirations of registered intellectual property in accordance with the applicable statutory term, grants of non-exclusive licenses of intellectual property, or dispositions of non-material intellectual property, in each case in the ordinary course of business or (v) transactions among Rhodium and any of its Subsidiaries;

• not commence, initiate, waive, release, assign, settle or compromise any legal action, or enter into any settlement agreement or other understanding or agreement with any Governmental Authority (as defined by the Merger Agreement) (other than entry into commercial agreements not relating to a dispute with such governmental authority in the ordinary course of business), relating to the party or any of its subsidiaries, other than any such waiver, release, assignment, settlement or compromise with a Person that is not a Governmental Authority that is limited only to the payment of money or other form of value that, collectively in respect of such waiver, release, assignment, settlement or compromise, is not in excess of $5,000,000 individually or in the aggregate (excluding any amounts paid or payable by an insurance provider);

• not enter into or amend any arrangement or contract with any affiliate, director, officer or stockholder of the party that would reasonably be expected to materially delay or prevent the consummation of the transactions contemplated by the Merger Agreement or (in the case of SilverSun only) that would be required to be described under Item 404 of Regulation S-K of the SEC;

• not take any action that would reasonably be expected to result in any of the “Conditions to the Merger” described below not being satisfied or satisfaction of those conditions being materially delayed; or

• not agree in writing or otherwise enter into a binding agreement to do any of the foregoing.

No Solicitation

The Merger Agreement contains customary “no solicitation” provisions that prohibit SilverSun from taking any action to solicit a Takeover Proposal (as defined in the Merger Agreement) or terminate, waive, amend or modify any provision of any confidentiality, standstill or similar agreement with respect to a Takeover Proposal. The Merger Agreement does not, however, prohibit SilverSun, during the 20 business day period following the date of the Merger Agreement, from furnishing information to, participating in negotiations with a person making an unsolicited bona fide takeover proposal that the SilverSun Board determines is or is reasonably likely to lead to a superior proposal, and amend, or grant a waiver or release under any standstill or similar agreement with respect to any SilverSun common stock, if the failure to do so would be inconsistent with the SilverSun Board’s fiduciary duties to its stockholders.

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Representations and Warranties

Rhodium and SilverSun have made various representations and warranties in the Merger Agreement which are substantially reciprocal. Those representations and warranties are subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Merger Agreement, including exceptions in the confidential disclosure letters delivered by each party in connection with the Merger Agreement and in certain of SilverSun’s public filings. Some of the more significant of these representations and warranties pertain to:

• organization, good standing and qualification to do business with respect to them and their subsidiaries in each of their jurisdictions of organization;

• governmental and third-party consents, and other governmental filings and approvals relating to the execution, delivery and performance of the Merger Agreement;

• corporate authority to enter into the Merger Agreement and the enforceability of the Merger Agreement against them;

• resolutions adopted by the SilverSun Board declaring the Merger Agreement, the Mergers, and the transactions contemplated by the Merger Agreement to be fair, approving the Merger Agreement, the Mergers, and the transactions contemplated by the Merger Agreement, and containing their recommendation that SilverSun’s stockholders approve the Merger Agreement;

• absence of violations or conflicts with our or any of their subsidiaries’ governing documents;

• capital structure, including shares issued and outstanding and obligations pursuant to equity awards;

• absence of preemptive or similar rights or debt securities that give their holders the right to vote with their respective stockholders;

• capitalization and ownership of subsidiaries;

• SilverSun’s SEC filings;

• financial statements and the absence of undisclosed liabilities or obligations;

• SilverSun’s internal control over financial reporting, disclosure controls and procedures;

• the absence of certain events, including changes having, or which would reasonably be expected to have, a material adverse effect, since June 30, 2022;

• litigation matters and investigations;

• material contracts;

• employee benefit matters;

• labor and employment matters;

• tax matters;

• environmental matters;

• intellectual property matters;

• real property and personal property matters;

• permits and compliance with applicable laws and other regulatory matters;

• the inapplicability of certain anti-takeover statutes;

• the absence of undisclosed material transactions with affiliates during the preceding three years;

• insurance policies and coverage;

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• the receipt by the SilverSun Board of an opinion from the Financial Advisor;

• valid issuance of SilverSun common stock in connection with the Mergers;

• capital raise and financial advisor matters;

• broker’s or advisor’s fees.

None of these representations and warranties will survive after the effective time of the Merger.

Certain of the representations and warranties are qualified as to “materiality” or whether a “material adverse effect” has occurred or would be reasonably expected to occur. For purposes of the Merger Agreement, the term “material adverse effect” means, with respect to any party, any change, effect, event, occurrence, state of facts or development that individually or in the aggregate has a material adverse effect on or change in the business, assets, financial condition or results of operations of such person and its subsidiaries, taken as a whole, except for any such change or effect that arises or results from (among others):

• changes in general economic, capital market, political conditions or changes in law or GAAP or the interpretation thereof that, in any case, do not disproportionately affect such person in any material respect,

• changes in the financial, debt, credit, capital, banking or securities markets (including any disruption thereof and any decline in the price of any security or any market index), or changes in interest, currency or exchange rates or the price of any commodity, security or market index,

• changes that affect generally the industries in which Rhodium or SilverSun are engaged and do not disproportionately affect such person in any material respect,

• changes in political conditions in the United States or any other country or region in the world or acts of war, sabotage or terrorism,

• failure to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period on or after the date of the Merger Agreement,

• the existence or occurrence of any force majeure events that do not disproportionately affect such person in any material respect,

• any change in the market price or trading volume of the securities of SilverSun, or

• any action taken or not taken at the specific written request of the other party and not otherwise required to be taken by the Merger Agreement.

Conditions to the Mergers

Conditions to Each Party’s Obligation to Consummate the Transactions

The Merger Agreement contains a number of closing conditions, including the following conditions that apply to the obligations of each of SilverSun, Rhodium, Merger Sub I and Merger Sub II:

• SilverSun shall have obtained the approval of its stockholders to adopt the Merger Agreement and the Transactions contemplated by the Merger Agreement, including the Mergers;

• Rhodium shall have obtained the approval of its Class B stockholders to adopt the Merger Agreement;

• the registration statement on Form S-4 (together with all amendments and supplements, and including this proxy statement/prospectus, the “registration statement”), of which this proxy statement/prospectus forms a part, shall have become effective under the Securities Act, and no stop order suspending the effectiveness of the SilverSun registration statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened in writing by the SEC or its staff and not withdrawn; the registration statement on Form 10, as may be amended from time to time, filed by SilverSun Holdings with the SEC to effect the registration of the shares of common stock of SilverSun Holdings shall have become effective and no stop order suspending the effectiveness of the Form 10 shall have been issued and no proceeding for that purpose shall have been initiated or threatened in writing by the SEC or its staff and not withdrawn;

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Conditions to the SilverSun Entities Obligation to Consummate the Transactions

• Rhodium shall have performed in all material respects its obligations and covenants required to be performed by it at or before closing under the Merger Agreement at or before closing.

• There shall not have been a Company Material Adverse Effect (as such term is defined in the Merger Agreement).

Conditions to the Rhodium Obligation to Consummate the Transactions

• There shall not have been a Parent Material Adverse Effect (as such term is defined in the Merger Agreement).

• Rhodium shall have received from SilverSun the Separation Agreement and each Ancillary Agreement (as defined in the Separation Agreement) duly executed the parties to the separation agreement and the transaction contemplated thereby shall have been consummated in all material respects (except the Distribution) immediately prior to the First Effective Time.

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SilverSun will not be subject to any liability for indebtedness (including for borrowed money or otherwise) at the closing (except as disclosed on the Parent Disclosure Schedules (as defined in the Merger Agreement)) and the SilverSun Entities’ expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby have not exceeded $3,000,000.

Termination of the Merger Agreement

Rhodium or SilverSun may terminate the Merger Agreement at any time prior to the effective time of the Mergers (including after the Special Meeting of the stockholders of SilverSun, even if the stockholders have adopted the Merger Agreement) by mutual written consent, or if:

• the parties have not consummated the Mergers by March 31, 2023, and the party desiring to terminate the Merger Agreement for this reason has not failed to perform or observe in any material respect any of its obligations under the Merger Agreement in any manner that caused or resulted in the failure of the Mergers to occur on or before that date;

• the stockholders of SilverSun hold a meeting to consider the Merger Agreement but do not vote to adopt the Merger Agreement;

• a U.S. federal, state or non-U.S. court of competent jurisdiction or federal, state or non-U.S. governmental, regulatory or administrative agency or commission will have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Merger Agreement and such order, decree, ruling or other action will have become final and non-appealable; or

• one of the other parties has breached any representation or warranty or failed to perform any covenant or agreement in the Merger Agreement, or any representation or warranty of the other parties has become untrue, in any case such that the condition to the Closing of the Merger Agreement related to the performance of the covenants and agreements in the Merger Agreement by the other party and the accuracy of the representations and warranties of the other party would not be satisfied as of the date of the termination, and the breach is not curable by March 31, 2023 or, if curable, is not cured within the earlier of (i) 30 days after the party desiring to terminate the Merger Agreement gives written notice of the breach to the other party and (ii) three (3) business days of March 31, 2023, and the party desiring to terminate the Merger Agreement is not, at the time of the termination, in breach of any representation, warranty, covenant or agreement in the Merger Agreement that would give rise to the right of the other party to terminate the Merger Agreement.

Rhodium may terminate the Merger Agreement if:

• A SilverSun Adverse Recommendation Change (as defined in the Merger Agreement) has occurred;

• The SilverSun Board approves, endorses or recommends to stockholders a Superior Proposal (as defined in the Merger Agreement) or (ii) a tender offer or exchange offer for any outstanding shares of capital stock of SilverSun is commenced before obtaining the requisite vote from SilverSun stockholders and the SilverSun Board fails to recommend against acceptance of such tender offer or exchange offer by its stockholders within ten (10) business days after commencement; or

• SilverSun materially breaches its non-solicitation obligations.

Expenses and Termination Fees

Transaction Expenses

Except as otherwise provided in the Merger Agreement, whether or not the Mergers are consummated, Expenses incurred by any party or on its behalf in connection with the Merger Agreement and the transactions contemplated by it shall be paid by the party incurring those Expenses; the Surviving Company will not have any liability with respect to any Expenses of the SilverSun Entities, including with respect to any Expenses (including, any filing and mailing fees) related to this Registration Statement (which such Expenses shall be the sole cost and responsibility of SilverSun Holdings pursuant to the terms of the Separation Agreement).

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SilverSun Termination Fee

SilverSun is also obligated to pay Rhodium a termination fee of $5,000,000 if the Merger Agreement is terminated by Rhodium, in the event:

• the SilverSun Board effects an Adverse Recommendation Change (as defined in the Merger Agreement);

• the SilverSun Board approves, endorses or recommends to stockholders a Superior Proposal (as defined in the Merger Agreement) or (ii) a tender offer or exchange offer for any outstanding shares of capital stock of SilverSun is commenced before obtaining the requisite vote from SilverSun stockholders and the SilverSun Board fails to recommend against acceptance of such tender offer or exchange offer by its stockholders within ten (10) business days after commencement;

• there has been a material breach of the “no solicitation” provisions of the Merger Agreement;

• SilverSun or Merger Sub breaches any of its respective representations, warranties, covenants or agreements in the Merger Agreement, which breach would result in the applicable conditions to closing not being satisfied and cannot be cured by March 31, 2023, or, if curable, has not been cured by such entity with the earlier of 30 days after receipt of written notice of such breach from Rhodium and three (3) business days prior to March 31, 2023, unless Rhodium is itself in breach of any of its representations, warranties, covenants or agreements in the Merger Agreement that would result in the applicable conditions to closing not being satisfied; and

• SilverSun fails to fulfill its obligation and agreement to consummate the closing, subject to the satisfaction of applicable closing conditions, after receiving any required notice from Rhodium and Rhodium is ready, willing and able to consummate the transactions.

Rhodium Termination Fee

Rhodium is obligated to pay SilverSun a termination fee of $5,000,000 if the Merger Agreement is terminated by SilverSun, in the event:

• Rhodium breaches any of its respective representations, warranties, covenants or agreements in the Merger Agreement, which breach would result in the applicable conditions to closing not being satisfied and cannot be cured by March 31, 2023, or, if curable, has not been cured by such entity with the earlier of 30 days after receipt of written notice of such breach from SilverSun and three (3) business days prior to March 31, 2023, unless SilverSun is itself in breach of any of its representations, warranties, covenants or agreements in the Merger Agreement that would result in the applicable conditions to closing not being satisfied; and

• Rhodium fails to fulfill its obligation and agreement to consummate the closing, subject to the satisfaction of applicable closing conditions, after receiving any required notice from SilverSun and SilverSun is ready, willing and able to consummate the transactions.

Amendment; Extensions and Waivers

The parties may amend the Merger Agreement, in whole or in part, only if such amendment or modification is in writing and signed by both parties.

At any time prior to the effective time of the Merger, each party may, by action taken by its board of directors, to the extent legally allowed:

• extend the time for the performance of any of the obligations or other acts of the other parties to the Merger Agreement;

• waive any inaccuracies in the representations and warranties made to such party contained in the Merger Agreement or in any document delivered pursuant to the Merger Agreement; and

• subject to applicable law, waive compliance with any of the agreements or conditions for the benefit of such party contained in the Merger Agreement.

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At this time, the SilverSun Board does not contemplate or intend to waive any condition to consummation of the Merger. If the SilverSun Board chooses to grant a waiver, SilverSun stockholders would not have an opportunity to vote on that waiver, and SilverSun and its stockholders would not have the benefit of the waived condition. The SilverSun Board expects that it would waive a condition to the consummation of the Merger only after determining that the waiver would have no material effect on the rights and benefits SilverSun and its stockholders expect to receive from the Merger.

Governing Law

All matters arising out of or relating to the Merger Agreement and the transactions (including its interpretation, construction, performance and enforcement) are governed by and will be construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdictions other than those of the State of Delaware.

Voting Agreement

In connection with the execution of the Merger Agreement, Rhodium, SilverSun’s directors, executive officers and certain SilverSun stockholders entered into the voting agreement. Pursuant to the voting agreement, subject to certain exceptions, SilverSun’s directors, executive officers and certain SilverSun stockholders who collectively beneficially owned approximately 39% of the outstanding SilverSun common stock as of the date of this proxy statement/prospectus, have committed to vote the shares each party thereto beneficially owns, in favor of the adoption of the Merger Agreement and any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Mergers.

Rhodium Stockholder Approval

The authorization, approval and adoption of the Merger Agreement is subject to the approval of the Rhodium stockholders. The written consent or affirmative vote of the holders of a majority of the outstanding shares of Rhodium common stock is required to approve the Merger Agreement, the other transactions contemplated thereby, including the Mergers. In connection with the Merger Agreement, Rhodium’s directors, executive officers and certain Rhodium stockholders, including Imperium who owns 100% of the issued and outstanding shares of Rhodium common stock entered into a voting and support agreement with SilverSun pursuant to which, among other matters, such directors, officers and Rhodium stockholders have agreed to vote their respective shares of Rhodium common stock for the approval and adoption of the Merger Agreement, and the other transactions contemplated thereby, including the Mergers.

Technologies LLC Agreement

In connection with the Mergers, we will enter into the Technologies LLC Agreement. Under the Technologies LLC Agreement, we will have the right to determine when distributions will be made to the holders of Technologies Units and the amount of any such distributions. Following the Mergers, if we authorize a distribution, such distribution will be made to the holders of Technologies Units on a pro rata basis in accordance with their respective percentage ownership of Technologies Units.

The holders of Technologies Units, including us, will generally incur U.S. federal, state and local income taxes on their proportionate share of any taxable income of Technologies and will be allocated their proportionate share of any taxable loss of Technologies. Net profits and net losses of Technologies generally will be allocated to holders of Technologies Units on a pro rata basis in accordance with their respective percentage ownership of Technologies Units, except that certain non-pro rata adjustments will be required to be made to reflect built-in gains and losses and tax depreciation and amortization with respect to such built-in gains and losses. The Technologies LLC Agreement will provide, to the extent cash is available, for tax distributions to the holders of Technologies Units. Generally, these tax distributions will be computed based on our estimate of the taxable income of Technologies that is allocable to a holder of Technologies Units, multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual (or, if higher, a corporation) resident in New York, New York (taking into account the character of the allocated income and the deductibility of state and local income tax for federal income tax purposes).

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The Technologies LLC Agreement will provide that, except as otherwise determined by us, at any time we issue a share of SilverSun Class A common stock or any other equity security, the net proceeds received by us with respect to such issuance, if any, shall be concurrently invested in Technologies, and Technologies shall issue to us one Technologies Unit or other economically equivalent equity interest. Conversely, if at any time, any shares of SilverSun Class A common stock are redeemed, repurchased or otherwise acquired, Technologies shall redeem, repurchase or otherwise acquire an equal number of Technologies Units held by us, upon the same terms and for the same price, as the shares of SilverSun Class A common stock are redeemed, repurchased or otherwise acquired.

Further, the Technologies LLC Agreement will provide that Imperium (and certain permitted transferees thereof) may exchange its Technologies Units, along with a corresponding number of SilverSun Class B common stock, for shares of SilverSun Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. At our election and pursuant to the Cash Election, we may give the exchanging holders of Technologies Units cash in an amount equal to the value of such SilverSun Class A common stock instead of shares of Class A common stock. The Technologies LLC Agreement also provides that Imperium will not have the right to exchange Technologies Units if SilverSun determines that such exchange would be prohibited by law or regulation or would violate other agreements with SilverSun or its subsidiaries to which such holder may be subject. SilverSun may impose additional restrictions on any exchange that it determines to be necessary or advisable so that Technologies is not treated as a “publicly traded partnership” for U.S. federal income tax purposes. As a holder exchanges Technologies Units, along with a corresponding number of our SilverSun Class B common stock, for shares of SilverSun Class A common stock, the number of Technologies Units held by SilverSun will be correspondingly increased as SilverSun acquires the exchanged Technologies Units. In accordance with the Technologies LLC Agreement, any holder who surrenders all of its Technologies Units for exchange must concurrently surrender all shares of Class B common stock held by it (including fractions thereof) to SilverSun.

Technologies will be dissolved only upon the first to occur of (i) the sale of substantially all of its assets, (ii) approval of its dissolution by the managing member, and a vote in favor of dissolution by at least two-thirds of the holders of its Class B units or (iii) entry of a judicial order to dissolve the company. Upon dissolution, Technologies will be liquidated and the proceeds from any liquidation will be applied and distributed in the following manner: (a) first, to creditors (including to the extent permitted by law, creditors who are members) in satisfaction of the liabilities of Technologies, (b) second, to establish cash reserves for contingent or unforeseen liabilities and (c) third, to the members in proportion to the number of Technologies Units owned by each of them.

Tax Receivable Agreement

As described in “Technologies LLC Agreement” above, Imperium (and their permitted transferees) may exchange its Technologies Units (together with a corresponding number of shares of SilverSun Class B common stock) for shares of SilverSun Class A common stock (on a one-for-one basis, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions or, at our election, for cash). Technologies will have in place an election under Section 754 of the Code, that will be effective for the taxable year that includes the Mergers and each taxable year in which an exchange of Technologies Units, along with a corresponding number of our SilverSun Class B common stock, for shares of SilverSun Class A common stock pursuant to the Redemption Right (or resulting from an exchange of Technologies Units for cash pursuant to the Cash Election) occurs.

As a result of having the Section 754 election in effect, each future exchange of Technologies Units, along with a corresponding number of our SilverSun Class B common stock, for SilverSun Class A common stock (as well as any exchange of Technologies Units, along with a corresponding number of our SilverSun Class B common stock, for cash) is expected to result in an adjustment to the tax basis of the tangible and intangible assets of Technologies (or our proportionate share of such tax basis). Adjustments to the tax basis of the tangible and intangible assets of Technologies described above would not have been available absent these exchanges of Technologies Units, along with a corresponding number of our SilverSun Class B common stock. The anticipated basis adjustments are expected to increase (for tax purposes) our depreciation, depletion and amortization deductions and may also decrease our gains (or increase our losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. Such increased deductions and losses and reduced gains may reduce the amount of tax that we would otherwise be required to pay in the future.

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We will enter into a Tax Receivable Agreement with Imperium. This agreement generally provides for the payment by SilverSun to Imperium of 85% of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax that SilverSun actually realizes (or is deemed to realize in certain circumstances) in periods after the Mergers as a result of (i) the tax basis increases resulting from the exchange of Technologies Units, and the corresponding surrender of an equivalent number of shares of SilverSun Class B common stock, by Imperium for shares of SilverSun Class A common stock (or for cash pursuant to the Cash Election) pursuant to the Redemption Right, and (ii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, any payments we make under the Tax Receivable Agreement.

The payment obligations under the Tax Receivable Agreement are our obligations and not obligations of Technologies. For purposes of the Tax Receivable Agreement, cash savings in tax generally are calculated on a “with and without basis” by comparing our actual tax liability to the amount we would have been required to pay had we not been able to utilize any of the tax benefits subject to the Tax Receivable Agreement. The actual increase in tax basis of Technologies and the amounts payable, as well as the timing of any payments, under the Tax Receivable Agreement are dependent upon significant future events and assumptions, including (but not limited to) the timing of the exchanges of Technologies Units and surrender of a corresponding number of our SilverSun Class B common stock, the price of our SilverSun Class A common stock at the time of each exchange, the extent to which such exchanges are taxable transactions, the amount of the exchanging holder’s tax basis in its Technologies Units at the time of the relevant exchange, the depreciation, depletion and amortization periods that apply to the increase in tax basis, the types of asserts held by Technologies, the amount and timing of taxable income we generate in the future, the U.S. federal income tax rate then applicable, and the portion of SilverSun’s payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable or amortizable tax basis. The term of the Tax Receivable Agreement will commence upon the completion of the Mergers and will continue until all such tax benefits have been utilized or have expired, unless we terminate the Tax Receivable Agreement and are required to make the termination payment specified in the agreement, at our election (subject to Imperium’s right to delay any such early termination for up to two years), as a result of our breach or in the event of a change of control event as described below. We expect that the payments that we will be required to make under the Tax Receivable Agreement could be substantial based on the future operations and activities of Technologies and proposed changes in the applicable tax law.

Assuming no material changes in the relevant tax law and a price of $ per share of SilverSun Class A common stock (based on Class A Exchange Ratio), we expect that if we experienced a change of control or the Tax Receivable Agreement were terminated immediately after the Mergers, the estimated lump-sum payment would be approximately $ (calculated using a discount rate equal to the one-year London Interbank Offered Rate (or an agreed successor rate, if applicable) plus 100 basis points, applied against an undiscounted liability of approximately $ ). The foregoing amounts are based on certain simplifying assumptions and are merely estimates and the actual payments could differ materially. We expect that future operations and activities of Technologies in the period between the Mergers and an early termination or a change of control event could substantially increase the actual tax benefits realized and the corresponding Tax Receivable Agreement payments as compared to these estimates. The payments under the Tax Receivable Agreement will not be conditioned upon a holder of rights under the Tax Receivable Agreement having a continued ownership interest in either Technologies or us.

In addition, although we are not aware of any issue that would cause the IRS, to challenge potential tax basis increases or other tax benefits covered under the Tax Receivable Agreement, the holders of rights under the Tax Receivable Agreement will not reimburse us for any payments previously made under the Tax Receivable Agreement if such basis increases or other benefits are subsequently disallowed, except that excess payments made to any such holder will be netted against payments otherwise to be made, if any, to such holder after our determination of such excess. As a result, in such circumstances, we could make payments that are greater than our actual cash tax savings, if any, and may not be able to recoup those payments, which could adversely affect our liquidity.

The Tax Receivable Agreement will provide that in the event that we breach any of our material obligations under it, whether as a result of our failure to make any payment when due (including in cases where we elect to terminate the Tax Receivable Agreement early, the Tax Receivable Agreement is terminated early due to certain mergers or other changes of control or we have available cash but fail to make payments when due under circumstances where we do not have the right to elect to defer the payment, as described below), failure to honor any other material obligation under it or by operation of law as a result of the rejection of the Tax Receivable Agreement in a case commenced under

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the United States Bankruptcy Code or otherwise, then all our payment and other obligations under the Tax Receivable Agreement will be accelerated and will become due and payable applying the same assumptions described above. Such payments could be substantial and could exceed our actual cash tax savings under the Tax Receivable Agreement.

We may request to terminate the Tax Receivable Agreement early, which could require us to make an immediate lump-sum payment. However, under the Tax Receivable Agreement, Imperium may delay our request for early termination for up to two years, during which time the value of such lump-sum payment could substantially increase. Additionally, if we experience a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, asset sales and other forms of business combinations) or the Tax Receivable Agreement terminates early as a result of our breach, we would be required to make an immediate lump-sum payment. In the case of a change of control or early termination (at our election or as a result of our breach), the immediate lump-sum payment would equal the present value of hypothetical future payments that could be required to be paid under the Tax Receivable Agreement (calculated using a discount rate equal to the one-year London Interbank Offered Rate (or an agreed successor rate, if applicable) plus 100 basis points). The calculation of the hypothetical future payments will be based upon certain assumptions and deemed events set forth in the Tax Receivable Agreement, including (i) the sufficiency of taxable income to fully utilize the tax benefits, (ii) any Technologies Units (other than those held by us) outstanding on the termination date are exchanged on the termination date and (iii) the utilization of certain loss carryovers.

Any payment upon a change of control or early termination may be substantial and may be made significantly in advance of the actual realization of the future tax benefits to which the payment obligation relates. Accordingly, our ability to use the tax benefits covered by the Tax Receivable Agreement may be significantly delayed, and such tax benefits may expire before we are able to utilize them. Except in the event of a change of control transaction or an early termination, we will not be obligated to make a payment under the Tax Receivable Agreement with respect to any tax benefits that we are unable to utilize. However, if we experience a change of control or the Tax Receivable Agreement is terminated early, the assumptions required to be made under the Tax Receivable Agreement in calculating our obligation include the sufficiency of taxable income to fully utilize the tax benefits covered by the Tax Receivable Agreement. As a result, in these circumstances, we could be required to make an immediate lump-sum payment under the Tax Receivable Agreement that could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, or other forms of business combinations or changes of control, even though our ability to recognize any related realized cash tax savings is uncertain. Accordingly, the immediate lump-sum payment could significantly exceed our actual cash tax savings to which such payment relates. Imperium will not reimburse us for any portion of such payment if we are unable to utilize any of the tax benefits that give rise to such payment.

Decisions we make in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments that are received by Imperium under the Tax Receivable Agreement. For example, the earlier disposition of assets following an exchange of Technologies Units, along with a corresponding number of our SilverSun Class B common stock, may accelerate payments under the Tax Receivable Agreement and increase the present value of such payments, and the disposition of assets before an exchange of Technologies Units, along with a corresponding number of our SilverSun Class B common stock, may increase the Imperium’s tax liabilities without giving rise to any rights of Imperium to receive payments under the Tax Receivable Agreement.

Payments generally will be due under the Tax Receivable Agreement within 30 days following the finalization of the schedule with respect to which the payment obligation is calculated, although interest on such payments will begin to accrue from the due date (without extensions) of such tax return. Except in cases where we elect to terminate the Tax Receivable Agreement early, the Tax Receivable Agreement is terminated early due to certain mergers or other changes of control, generally we may elect to defer payments due under the Tax Receivable Agreement (which shall accrue interest at the default rate, discussed below) if we do not have available cash to satisfy our payment obligations under the Tax Receivable Agreement or if our contractual obligations limit our ability to make these payments. We have no present intention to defer payments under the Tax Receivable Agreement.

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Because SilverSun will be a holding company with no operations of our own, our ability to make payments under the Tax Receivable Agreement is dependent on the ability of Technologies to make distributions to us in an amount sufficient to cover our obligations under the Tax Receivable Agreement; this ability, in turn, may depend on the ability of Technologies’ subsidiaries to make distributions to it. The ability of Technologies, its subsidiaries and equity investees to make such distributions will be subject to, among other things, the applicable provisions of Delaware law that may limit the amount of funds available for distribution and restrictions in relevant debt instruments issued by Technologies and/or its subsidiaries and equity investees. To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest at a default rate of the one-year London Interbank Offered Rate (or an agreed successor rate, if applicable) plus 500 basis points until paid.

The form of the Tax Receivable Agreement is filed as an exhibit to the registration statement of which this prospectus forms a part, and the foregoing description of the Tax Receivable Agreement is qualified by reference thereto.

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THE SEPARATION AGREEMENT

The following summary of the Separation Agreement is qualified by reference to the complete text of the Separation Agreement, which is incorporated by reference and a copy of which is attached as Annex B to this proxy statement/prospectus. The rights and obligations of the parties are governed by the express terms and conditions of the Separation Agreement and not by this summary or any other information contained in this proxy statement/prospectus. We urge you to read the Separation Agreement carefully and in its entirety, as well as this proxy statement/prospectus, before making any decisions regarding the Distribution.

The Separation Agreement has been included with this proxy statement/prospectus to provide you additional information regarding its terms. The separation agreement sets forth the contractual rights of SilverSun but is not intended to be a source of factual, business or operational information about SilverSun. That kind of information can be found elsewhere in this proxy statement/prospectus and in the other filings SilverSun makes with the SEC, which are available as described in “Where You Can Find More Information.”

As a stockholder, you are not a third-party beneficiary of the separation agreement and therefore you may not directly enforce any of its terms or conditions. The disclosure schedules have not been made public because, among other reasons, they include confidential or proprietary information. The parties believe, however, that all information material to a stockholder’s decision to approve the Distribution is included or incorporated by reference in this proxy statement/prospectus.

General Description of the Distribution

On September 29, 2022 in conjunction with its execution of the Merger Agreement, SilverSun announced that, pursuant to the Separation Agreement and subject to stockholder approval, it was proceeding with a plan to spin-off the businesses presently operated by its wholly owned subsidiaries, SWK and SCS. SilverSun Holdings (formerly known as SWK Technologies Holdings, Inc.), a newly formed wholly owned subsidiary of SilverSun, will, following the Contribution, be the parent of SWK and SCS and hold all of their respective shares, assets and liabilities. The spin-off will be achieved through the transfer and the distribution by SilverSun of all of the outstanding shares of SilverSun Holdings common stock to holders of SilverSun common stock as of the close of business on the Dividend and Distribution Record Date, which we refer to as the Distribution. In connection with the Distribution, SilverSun’s stockholders as of the Dividend and Distribution Record Date will receive one share of SilverSun Holdings common stock for every one share of SilverSun common stock held by them as of the close of business on the Dividend and Distribution Record Date. The spin-off will be completed in conjunction with the Mergers. Following the Distribution, SilverSun’s stockholders as of the close of business on the Dividend and Distribution Record Date will own 100% of the outstanding shares of SilverSun Holdings common stock, SilverSun Holdings will, subject to Nasdaq, OTCQX or NYSE approval, be an independent, publicly traded company, and SilverSun will retain no ownership interest in SilverSun Holdings.

During the year ended December 31, 2022 and the six-months period ended June 30, 2022, approximately 99% of the revenues generated by SilverSun were generated by SWK. SWK is a technology and consulting company which is a value-added reseller of business application software, offering solutions for accounting and business management, financial reporting, Enterprise Resource Planning, Human Capital Management, Warehouse Management Systems, Customer Relationship Management, and Business Intelligence. Additionally, SWK has its own development staff which builds software solutions for various ERP enhancements. SWK’s value-added services focus on consulting and professional services, specialized programming, training, and technical support. SWK also has a dedicated Information Technology network services practice that provides managed services, cybersecurity, application hosting, disaster recovery, business continuity, cloud and other services. SCS has minimal operations, currently generates no revenues and is not expected to generate revenues in the near future although it does have certain depreciation and amortization expenses. Critical Cyber Defense Corp. or CCDC is a wholly owned subsidiary of SilverSun that will not be spun-out and will remain a subsidiary of SilverSun following the Mergers and the spin-off. The commissions from a third-party security company are included in revenues for CCDC’s operation. Annualized revenues of CCDC are approximately $50,000.

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Following a strategic review, it was determined that separating the businesses of SWK and SCS from the business of Rhodium and CCDC, would be in the best interests of SilverSun and its stockholders and that the Distribution would create two companies with attributes that best position each company for long-term success, including the following:

• Distinct Focus. Each Company will benefit from a strategic and management focus on its specific operational and growth priorities.

• Differentiated Investment Theses. Each company will offer differentiated and compelling investment opportunities based on its particular operating and financial model, allowing it to more closely align with its natural investor type.

• Optimized Balanced Sheet and Capital Allocation Priorities. Each company will operate with a capital structure and capital deployment strategy tailored to its specific business model and growth strategies without having to compete with the other for investment capital.

• Direct Access to Capital Markets. Each company will have its own equity structure that will afford it direct access to the capital markets and allow it to capitalize on its unique growth opportunities appropriate to its business.

• Alignment of Incentives with Performance Objectives. Each company will be able to offer incentive compensation arrangements for employees that are more directly tied to the performance of its business and may enhance employee hiring and retention by, among other things, improving the alignment of management and employee incentives with performance and growth objectives.

• Incremental Stockholder Value. Each company will benefit from the investment community’s ability to value its businesses independently within the context of its particular industry with the anticipation that, over time, the aggregate market value of the companies will be higher, on a fully distributed basis and assuming the same market conditions, than if SilverSun were to remain under its current configuration.

Neither SilverSun nor SilverSun Holdings can assure you that, following the Distribution, any of the benefits described above or otherwise in this proxy/registration statement will be realized to the extent anticipated or at all.

Regulatory Approvals and Appraisal Rights

It is a condition to Closing that SilverSun Holdings must complete the necessary registration under the federal securities laws of the SilverSun Holdings common stock to be issued in connection with the Distribution. SilverSun Holdings must also complete and file a listing application to list such shares. Other than these requirements, SilverSun does not believe that any other material governmental or regulatory filings or approvals will be necessary to consummate the Distribution.

SilverSun stockholders will not have any appraisal rights in connection with the Distribution.

Share Issuance Matters

On or shortly following the date of the Distribution, the distribution agent for the issuance will mail to stockholders that hold their SilverSun shares directly, and are therefore registered holders, a direct registration account statement that reflects the number of shares of SilverSun Holdings common stock that have been registered in book-entry form in their name.

For shares of SilverSun stock that are held through a bank or brokerage firm, the bank or brokerage firm will credit the stockholder’s account with the shares of SilverSun Holdings common stock that they are entitled to receive in connection with the Distribution.

Management of SilverSun Holdings

The current officers and directors of SilverSun will resign in conjunction with the Mergers and following the Distribution and the Mergers will serve in the same capacities for SilverSun Holdings that they served for SilverSun and will be compensated at the same rates and on the same terms applicable to their respective engagements by SilverSun.

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Capitalization of SilverSun Holdings

Prior to the Distribution, SilverSun Holdings capitalization will mirror the capitalization of SilverSun at the time of execution of the Merger Agreement. Accordingly, SilverSun Holdings Certificate of Incorporation will authorize 75,000,000 shares of common stock, par value $0.001 per share and 1,000,000 shares of blank check preferred stock, par value $0.001 per share, of which two shares shall be designated as Series A preferred stock. All of the shares of SilverSun Holdings preferred stock will be available for issuance, with such designations, rights and preferences as determined from time to time by SilverSun Holdings board of directors. As a result of the foregoing, the SilverSun Holdings board of directors will be able to issue without further stockholder approval, preferred stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of SilverSun Holdings common stock. The issuance of preferred stock by SilverSun Holdings could, under certain circumstances, discourage, delay or prevent a change in control of SilverSun Holdings. SilverSun Holdings has no present plans or arrangements to issue any shares of preferred stock.

Listing of Shares

In conjunction with the Distribution, SilverSun Holdings shall apply to have its common stock listed for trading on Nasdaq, OTCQX, or NYSE.

On or prior to the Distribution, SilverSun and SilverSun Holdings will adopt the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of SilverSun Holdings in substantially the firm filed with this Registration Statement. Following the Distribution, SilverSun Holdings will operate the pre-Closing business of SWK and SCS, and SilverSun Holdings will prepare and file for public listing of the SilverSun Holdings shares distributed in the Distribution in reliance on the Form 10 that will be filed by SilverSun Holdings with the SEC, while concurrently giving Nasdaq not less than 10 days advanced notice of the Distribution.

Promptly following the Second Merger (and in all events on the same business day as the Second Effective Time), SilverSun will issue a cash dividend of at least $1.50 per pre-Merger/pre-Reverse Stock Split share pro rata in the aggregate amount of approximately $8,500,000 to its pre-Merger SilverSun stockholders of record as of a record date, which shall be prior to the closing date of the Mergers, to be determined by the SilverSun Board, which record date shall be the same date as the Dividend and Distribution Record Date. The Dividend amount shall come from the $10,000,000 cash to be received from Rhodium in connection with the Mergers.

Prior to the filing of the Form 10, SilverSun will contribute all of the issued and outstanding common stock of its wholly owned subsidiaries, SWK and SCS, to SilverSun Holdings. Following the Mergers, SilverSun will consummate the Distribution to the stockholders of SilverSun as of the Dividend and Distribution Record Date, pursuant to the Merger Agreement and Separation Agreement. Consummation of the Distribution is subject to conditions that must be satisfied or waived by SilverSun prior to the completion of the separation. In addition, SilverSun has the right in its sole and absolute discretion to determine the date and terms of the Distribution and will have the right, at any time until completion of the Distribution, to determine to abandon or modify the Distribution and to terminate the Separation Agreement.

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Tax Matters Agreement

In connection with the Distribution, SilverSun and SilverSun Holdings will enter into the Tax Matters Agreement that will govern the respective rights, responsibilities, and obligations of SilverSun, SilverSun Holdings and their respective subsidiaries after the Distribution with respect to tax liabilities and benefits, tax attributes, tax returns, tax contests and other tax matters. This summary is qualified by reference to (i) the full text of the form of Tax Matters Agreement, which is incorporated by reference into this prospectus-information statement, and (ii) the terms and conditions of the final Tax Matters Agreement. See “Where You Can Find More Information; Incorporation By Reference.”

In general, the Tax Matters Agreement will govern the rights and obligations of SilverSun, on the one hand, and SilverSun Holdings, on the other hand, after the Distribution with respect to taxes for tax periods (or portions thereof) ending on, before or after the Distribution Date. Subject to certain exceptions, under the Tax Matters Agreement:

SilverSun Holdings generally will be responsible for (i) taxes of SilverSun, SilverSun Holdings and its subsidiaries for tax periods (or portions thereof) ending on or before the Distribution Date, (ii) taxes of SilverSun arising from the Distribution, other than the first $1 million of such taxes, which will be borne by SilverSun, and (iii) taxes of SilverSun arising from and allocable to the business conducted by CCDC (the “CCDC Business”) for tax periods (or portions thereof) beginning after the Distribution Date, to the extent that the CCDC Business does not generate sufficient positive cash flow to pay such tax liabilities;

SilverSun generally will be responsible for (i) the first $1 million of taxes of SilverSun arising from the Distribution, and (ii) taxes of SilverSun and its subsidiaries for tax period (or portion thereof) beginning after the Distribution Date, other than taxes arising from and allocable to the CCDC Business for which SilverSun Holdings has an indemnification obligation (as discussed above); and

SilverSun will have the right to participate in any audit relating, in whole or in part, to the tax returns of the SilverSun consolidated group relating to the tax period (or portion thereof) ending before or on the Distribution Date, if any issue raised on an audit may have a material adverse effect on SilverSun. While SilverSun Holdings will control such audits, SilverSun Holdings may not settle any such audit without the consent of SilverSun, which may not be unreasonably withheld, conditioned or delayed.

Where the Tax Matters Agreement requires a party to pay an amount in respect of another person’s taxes, such party also is generally required to pay related costs and expenses.

In addition, the Tax Matters Agreement generally will prohibit SilverSun Holdings from taking certain actions that could affect the Distribution’s qualification as a distribution that is tax-free to the SilverSun stockholders pursuant to Section 355(a) of the Code. Among other things, subject to certain exceptions, for a two-year period following the Distribution Date, SilverSun Holdings and its subsidiaries may not:

• sell, transfer or otherwise dispose of thirty percent (30%) or more of the gross assets of the SilverSun Holdings Business (such percentage to be measured based on fair market value as of the Distribution Date);

• redeem or repurchase any stock or stock rights of SilverSun Holdings, other than in certain open-market transactions;

• merge, consolidate or amalgamate with any other person unless, in the case of a merger, consolidation, SilverSun Holdings is the survivor of the merger or consolidation; or

• amend its certificate of incorporation or take any other action that would affect the voting rights of the equity interests in SilverSun Holdings distributed to SilverSun common stockholders pursuant to the Distribution.

If SilverSun Holdings or any of its affiliates intends to take certain restricted actions described in the Tax Matters Agreement, including the actions described above, SilverSun Holdings will be required to obtain an IRS ruling or an unqualified tax opinion reasonably satisfactory to SilverSun to the effect that such action will not affect the intended tax treatment of the Distribution.

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If SilverSun receives a tax opinion from Lucosky Brookman LLP (or another nationally recognized tax advisor with expertise in these matters that is reasonably acceptable to Rhodium Enterprises, Inc.) that the Distribution should qualify as a tax-free distribution to SilverSun stockholders under Section 355(a) of the Code, SilverSun and SilverSun Holdings intend to treat the Distribution as tax-free to the SilverSun stockholders pursuant to Section 355(a) of the Code and SilverSun will covenant that there is no plan or intention to dispose of or discontinue the CCDC Business within two years of the date of Closing.

The Tax Matters Agreement will be binding on and inure to the benefit of any successor to any of the parties of the Tax Matters Agreement to the same extent as if such successor had been an original party to the Tax Matters Agreement.

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THE PARTIES TO THE MERGERS

SilverSun Technologies, Inc. (“SilverSun”)
120 Eagle Rock Avenue, Ste 330
East Hanover, New Jersey 07936
(973) 396-1720

SilverSun is a business application, technology and consulting company providing strategies and solutions to meet its clients’ information, technology and business management needs. SilverSun’s services and technologies enable customers to manage, protect and monetize their enterprise assets whether on-premise or in the “Cloud”. For the year ended December 31, 2021, SilverSun had net revenue of approximately $41.7 million and a net loss of approximately $134,000. SilverSun had net revenues of approximately $21.7 million and net income of approximately $128,000 for the six months ended June 30, 2022. Additional information about SilverSun and its subsidiaries, including, but not limited to, information regarding its business, properties, legal proceedings, financial statements and executive compensation is set forth in SilverSun’s Annual Report on Form 10-K for the year ended December 31, 2021 and SilverSun’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022, which are each incorporated by reference into this proxy statement/prospectus.

Rhodium Enterprises, Inc. (“Rhodium”)
4146 W US Hwy 79,
Rockdale, TX 76567
(956) 746-3486.

Rhodium is a technology company which utilizes proprietary technologies to mine Bitcoin. Rhodium’s strategy is to create innovative technologies to be a cost-efficient producer of Bitcoin. Rhodium’s integrated infrastructure platform includes a liquid-cooling system and efficiency optimization software. For the year ended December 31, 2021, Rhodium had revenue of approximately $137.6 million and net income of approximately $69.1 million. For the six-months period ended June 30, 2022, Rhodium had revenue of approximately $68.3 million and net income of approximately $10.7 million.

Rhodium Enterprises Acquisition Corp. (“Merger Sub I”)
c/o SilverSun Technologies, Inc.
120 Eagle Rock Avenue, Ste 330
East Hanover, New Jersey 07936
(973) 396-1720

Merger Sub I is a wholly owned subsidiary of SilverSun, formed solely for the purpose of engaging in the Mergers and the other transactions contemplated by the Merger Agreement. In the Mergers, Merger Sub I will merge with and into Rhodium, resulting in Rhodium as the surviving company and a wholly owned subsidiary of SilverSun. Thereafter, Merger Sub I will cease to exist.

SilverSun Technologies Holdings, Inc. (“SilverSun Holdings”)
c/o SilverSun Technologies, Inc.
120 Eagle Rock Avenue, Ste 330
East Hanover, New Jersey 07936
(973) 396-1720

SilverSun Holdings is a wholly owned subsidiary of SilverSun, formed solely for the purpose of engaging in the Distribution and Dividend and the other transactions contemplated by the separation agreement. In the Distribution, all of the shares of SilverSun Holdings will be distributed to the SilverSun stockholders of record on a pro rata basis.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
FOR HOLDERS OF SILVERSUN COMMON STOCK

The following is a summary of the material U.S. federal income tax considerations related to the Distribution and Dividend for U.S. holders (as defined below) that hold our common stock as a “capital asset” (generally property held for investment). This summary does not address all aspects of U.S. federal income taxation that may be relevant to holders in light of their personal circumstances. In addition, this summary does not address the Medicare tax on certain investment income, the alternative minimum tax, U.S. federal estate or gift tax laws, any state, local or non-U.S. tax laws or any tax treaties. This summary also does not address tax considerations applicable to investors that may be subject to special treatment under the U.S. federal income tax laws, such as:

• any existing holders of Rhodium’s shares of Class A common stock or Technologies Units prior to the Mergers;

• Investors under the SAFE Transactions;

• U.S. expatriates and former citizens or long-term residents of the U.S.;

• banks, insurance companies or other financial institutions;

• tax-exempt or governmental organizations;

• qualified foreign pension funds (or any entities all of the interests of which are held by a qualified foreign pension fund) or any other person that is subject to special rules or exemptions under the Foreign Investment in Real Property Tax Act;

• dealers in securities or foreign currencies;

• persons whose functional currency is not the U.S. dollar;

• “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

• traders in securities that use the mark-to-market method of accounting for U.S. federal income tax purposes;

• partnerships or other pass-through entities or arrangements for U.S. federal income tax purposes or holders of interests therein;

• persons deemed to sell our common stock under the constructive sale provisions of the Code;

• persons that acquired our common stock through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan; and

• persons that hold our common stock as part of a straddle, appreciated financial position, synthetic security, hedge, conversion transaction, wash sale or other integrated investment or risk reduction transaction.

If you are a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes), the U.S. federal income tax treatment of your partners will generally depend on the status of the partners and your activities. If you are a partner in a partnership holding our common stock, you are strongly urged to consult your tax advisor regarding the tax consequences of the Distribution and Dividend.

This discussion is based on the Code and administrative pronouncements, judicial decisions and final, temporary and proposed Department of Treasury regulations as of the date hereof, changes to any of which may affect the tax considerations described herein. None of SilverSun, Rhodium or their respective affiliates has requested, or intends to request, any rulings from the IRS regarding any of the tax consequences described herein. There can be no assurance that the IRS will not take positions concerning the tax consequences of the transactions that are inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.

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HOLDERS OF SILVERSUN COMMON STOCK ARE ENCOURAGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION AND DIVIDEND TO THEIR PARTICULAR SITUATION. THIS DISCUSSION DOES NOT APPLY TO NON-US HOLDERS WHO ARE EXPECTED TO CONSULT WITH THEIR OWN TAX ADVISORS.

Tax Consequences to U.S. holders of the Distribution and Dividend

As used herein, a “U.S. holder” is a person that for U.S. federal income tax purposes is a beneficial owner of SilverSun common stock, as the case may be, and:

• a citizen or individual resident of the United States;

• a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

Prior to the closing of the Mergers, SilverSun shall use reasonable best efforts to obtain a tax opinion (the “Distribution Tax Opinion”) of Lucosky Brookman (or another nationally recognized tax advisor with expertise in these matters that is reasonably acceptable to Rhodium) that the Distribution “should” qualify as a distribution described in Section 355(a) of the Code. If SilverSun receives such opinion, the parties intend to report the Distribution as a distribution described in Section 355(a) of the Code.

In rendering the Distribution Tax Opinion, tax counsel will rely on customary representations and covenants made by SilverSun, Rhodium and SilverSun Holdings and specified assumptions, including an assumption regarding the completion of the Distribution, the Mergers and certain related transactions in the manner contemplated by the transaction agreements. The determination of whether a distribution qualifies under Section 355(a) of the Code is a factually intensive determination based upon the analysis of a number of considerations — some of which are subject to unsettled legal standards. If any of those representations, covenants or assumptions is inaccurate or there are changes in existing facts or law between the date of this registration statement and the Mergers, tax counsel may not be able to provide the Distribution Tax Opinion and, in such case, the parties do not intend to report the Distribution as a distribution qualifying under Section 355(a) of the Code.

The closing of the Distribution and the Mergers is not conditioned upon the receipt of an opinion of counsel regarding the U.S. federal income tax treatment of the Distribution, and none of SilverSun, SilverSun Holdings, Rhodium or their respective affiliates intends to request a ruling from the IRS regarding such treatment. Accordingly, no assurance can be given that the IRS will not challenge the Distribution’s qualification as a distribution described in Section 355(a) of the Code or that a court will not sustain such a challenge by the IRS.

Assuming that, as intended by the parties, the Distribution qualifies as a distribution described in Section 355(a) and 355(e) of the Code, in general, for U.S. federal income tax purposes: U.S. holders of SilverSun common stock will not recognize income, gain or loss upon the receipt of SilverSun Holdings common stock in the Distribution;

• the aggregate tax basis of the shares of SilverSun Holdings common stock distributed in the Distribution to a U.S. holder of SilverSun common stock will be determined by allocating the aggregate tax basis of such U.S. holder in the shares of SilverSun common stock with respect to which the Distribution is made between such SilverSun common stock and the SilverSun Holdings common stock received in proportion to the relative fair market values of such common stock; and

• the holding period (for U.S. federal income tax purposes) of any shares of SilverSun Holdings common stock received in the Distribution by a U.S. holder of SilverSun common stock will include the holding period at the time of the consummation of the Distribution of the shares of SilverSun common stock with respect to which the shares of SilverSun Holdings common stock were received.

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In general, if the Distribution were not to qualify as a distribution described in Section 355(a) of the Code, the Distribution would be treated as a corporate distribution in an amount equal to the fair market value of the shares of SilverSun Holdings common stock received by a U.S. holder. A U.S. holder’s holding period in its shares of SilverSun Holdings common stock would begin on the day following the Distribution and the U.S. holder’s tax basis in such shares would be equal their fair market value at the time of the Distribution. If SilverSun does not receive the Distribution Tax Opinion, the parties intend to the report the Distribution in such manner.

Whether or not the Distribution qualifies as a distribution described in Section 355(a) of the Code, in general, the Dividend will be a corporate distribution to U.S. holders of SilverSun common stock and the Distribution will be taxable to SilverSun. Pursuant to the Tax Matters Agreement to be entered into as a condition to the closing of the Mergers, SilverSun Holdings will indemnify SilverSun for any tax arising from the Distribution in an amount in excess of one million dollars.

Taxation of Corporate Distributions. A corporate distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. holder’s adjusted tax basis in our common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the common stock and will be treated as described below under the section entitled “Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of our Common Stock.”

Dividends we pay to a U.S. holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. holder generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains.

Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of our Common Stock. If a corporate distribution is treated as a sale, exchange or other taxable disposition, as discussed above under the section entitled “Taxation of Corporate Distributions,” a U.S. holder generally will recognize capital gain or loss. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period for the SilverSun common stock with respect to which the distribution is received exceeds one year. Long-term capital gains recognized by noncorporate U.S. holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. U.S. holders who hold different blocks of SilverSun common stock (shares of SilverSun common stock purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

Information Reporting and Backup Withholding

U.S. Treasury regulations generally require certain holders of our common stock who receive SilverSun Holdings common stock pursuant to the Distribution to attach to their U.S. federal income tax return for the year in which the Distribution occurs a detailed statement setting forth certain information relate to the tax-free nature of the Distribution. In addition, the Dividend (and the Distribution if it is treated as a corporate distribution) may be subject to information reporting and backup withholding, and backup withholding may apply to such payments if the U.S. holder fails to provide a taxpayer identification number or a certification of exempt status or has been notified by the IRS that it is subject to backup withholding (and such notification has not been withdrawn).

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

U.S. holders should consult their tax advisors regarding any information reporting requirements and their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

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CORPORATE STRUCTURES

The following charts summarize SilverSun’s and Rhodium’s respective corporate structures prior to effectuating the Merger and the Distribution:

SilverSun

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Rhodium

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INFORMATION ABOUT RHODIUM

Unless the context otherwise requires, all references in this section to “Rhodium” refer to Rhodium Enterprises, Inc. and its subsidiaries prior to consummation of the Mergers. It is expected that, following the consummation of the Mergers and the disposition of SilverSun’s assets and business existing prior to the consummation of the Mergers, the business and operations of SilverSun will be substantially that of Rhodium as described in this “Information About Rhodium.”

Business Overview

Rhodium is a technology company that was formed on April 22, 2021, which utilizes proprietary technologies to mine Bitcoin. Rhodium’s integrated infrastructure platform includes a liquid-cooling system and efficiency optimization software.

Rhodium has procured low-cost power for its Rockdale Site through fixed-cost long-term Colocation Agreements with its power provider whereby Rhodium agrees to pay them a percentage of after-tax cash profit, which Rhodium refers to as “Colocation Payments.” Under these agreements, Rhodium has agreed to pay a percentage of profits to its electricity provider in addition to the fixed costs.

On August 31, 2021, Rhodium entered into a lease agreement and initial short-term energy supply agreements for its Temple Site for up to 225 MW of additional capacity. The Temple Site will utilize Rhodium’s infrastructure platform, including its liquid-cooling systems.

Rhodium generates substantially all of its revenue from Bitcoin mining. As Rhodium produces Bitcoin through its mining operations, Rhodium will from time to time exchange its Bitcoin for fiat currency to fund Rhodium’s operations on an as-needed basis, based on a variety of market and operational conditions. In identifying Rhodium’s fiat currency needs, management assesses market conditions and frequently reviews Rhodium’s financial forecasts. Although Rhodium’s core business is mining Bitcoin, management believes that Bitcoin represents an attractive, appreciating investment opportunity, and as a result, from time to time as market opportunities present, Rhodium has purchased or may purchase and intends to continue to purchase Bitcoin. Rhodium safeguards and keeps private its digital assets by utilizing offline storage solutions, which require multi-factor authentication and third-party custody solutions. While Rhodium is confident in the security of its digital assets, it continues to evaluate additional protective measures.

Rhodium considers itself a “remote first” company, meaning that for many roles, Rhodium’s employees have the option to work remotely. Despite Rhodium’s “remote first” designation, Rhodium maintains a principal executive office at 4146 W US Hwy 79, Rockdale, TX 76567. Rhodium’s website is located at www.rhdm.com. Its telephone number is (956) 746-3486.

Rhodium’s Technology

Liquid-Cooling Technology

Miners produce a significant amount of heat when producing Bitcoin, so much so, that if not cooled properly, they face significant risk of overheating and going offline. As a result, Bitcoin mining requires sophisticated cooling systems and heat management.

Liquid-cooling technology is believed by Rhodium’s management to reduce these issues by submerging miners in a dielectric, oil-based fluid that creates an environment more conducive to efficient heat extraction and transfer.

Software and Data

Rhodium has specifically designed mobile and web applications to meet the demands of a liquid-cooled mining operation.

In addition, Rhodium employs sensors not only telling Rhodium the temperature of each miner in real-time through visual heat maps, but Rhodium has also installed microsensors throughout Rhodium’s liquid-cooling system that measure flow rate, temperature and pressure.

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Mobile Mining Capability

Rhodium believes it has invested in scalable technology that will enable Rhodium to deploy mining rigs in remote locations. This technology includes liquid cooling capabilities and is still under development.

Sites and Equipment

Rhodium currently operates its Bitcoin mining operations at its Rockdale Site. As of June 30, 2022, the Rockdale Site had approximately 125 MW of power capacity and a hash rate capacity of approximately 2.7 EH/s deployed.

On August 31, 2021, Rhodium entered into a Datacenter Lease with Temple Green Data LLC (“Temple Green”), pursuant to which Temple Green has agreed to provide data center site hosting and power supply services to Rhodium at the Temple Site. On October 8, 2021, Rhodium entered into Amendment No. 1 to the Datacenter Lease with Temple Green in order to update the legal description of the property. On June 17, 2022, Rhodium entered into an amended and restated Datacenter Lease with Temple Green that memorializes, among other things, the increase in the electrical capacity of the site from the 185 MW capacity under the original lease to the present 225 MW capacity. The amended and restated Datacenter Lease has a 10-year term expiring in 2032, with options to extend the term for up to two 5-year periods. Pursuant to the amended and restated Datacenter Lease, Rhodium is contractually obligated to pay a fixed rate of rent that is deferred until February 2023. The fixed rate is subject to certain increases over the initial lease term. Rhodium’s energy supply arrangements at the Temple Site are discussed under “Agreements Relating to Rhodium’s Business and Operations” below.

As of September 30, 2022, the Temple Site had approximately 40 MW of power capacity and a hash rate capacity of approximately 0.9 EH/s online for commissioning and testing purposes.

Rhodium’s Miners

All of the miners that Rhodium currently operates were manufactured by Rhodium’s supplier and incorporate ASIC chips to solve complex cryptographic algorithms to support the Bitcoin blockchain (in exchange for digital asset rewards). Rhodium continues to evaluate the effectiveness of the miners it purchases and frequently explore new technological developments from multiple manufacturers, globally.

Across both of Rhodium’s sites, Rhodium operates as of September 30, 2022 a fleet of approximately 44,500 miners, including model M30 series miners, all of which are currently deployed in Rhodium’s mining operations. At the Temple Site, Rhodium currently operates its miners for commissioning and testing purposes.

Other Initiatives

On June 30, 2022, Rhodium invested $250,000 in Advanced Crypto Services, Inc., a business located in the Dallas-Ft. Worth area that specializes in hashboard repair. The investment took the form of an unsecured convertible note with a 36-month term (maturity date June 28, 2025) with an interest rate of 3.5% per annum. Over time, and from time to time, components in the hashboards of miners can become inoperative due to ordinary wear and tear. In many such instances, those hashboards can usually be repaired at a fraction of the cost of either a brand new hashboard or a brand new miner. In addition, the hashboard repair can often be completed more quickly than the lead time associated with ordering a new hashboard or a new miner. Rhodium expects that this will enable it to both reduce cost by avoiding higher costs associated with new miner or hashboard purchases and to increase productivity by reducing the period that hashboards are not hashing. In exchange for Rhodium’s investment in this business, Rhodium has received certain rights and privileges as a preferred customer, one board seat, and the ability to convert the convertible note into an equity stake in the business.

As part of a research and development effort to evaluate Rhodium’s mobile mining capabilities, Rhodium also recently entered into a contractual arrangement that will enable it to deploy Rhodium’s mobile mining technology at natural gas wells. Under this arrangement, Rhodium has been granted access and certain infrastructure commitments at certain drilling sites in exchange for providing a percentage of the profit Rhodium derives from Bitcoin mined at those sites.

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Future Initiatives

As the cryptocurrency ecosystem develops and Rhodium’s business grows, Rhodium aims to retain certain flexibility in considering and engaging in various strategic initiatives, which Rhodium expects to be complimentary to its digital infrastructure in Texas. For example, Rhodium may consider initiatives such as expanding its operations to mining other cryptocurrencies or engaging in strategic acquisitions, investments or joint ventures. Rhodium also believes that its infrastructure platform will provide future business opportunities in the digital asset economy and blockchain technology.

Rhodium continues to engage in research and development efforts to improve miner efficiency (e.g., through more effective and efficient cooling, improved software components, etc.). These efforts are ongoing and aim to improve future operations at both the Rockdale and Temple Sites.

Seasonality

Miners are relatively energy intensive and produce a high amount of heat. Typically, machines operate more efficiently in the colder seasons when operators do not need to utilize as many cooling methods.

Industry Overview

Bitcoin is a decentralized digital currency that enables instant payments to anyone, anywhere in the world. Bitcoin uses peer-to-peer technology to operate with no central authority. That is, transaction management and transfer are carried out collectively by the network. Bitcoin uses public-key cryptography, peer-to-peer networking, and proof-of-work to process and verify payments. Bitcoins can be transferred from one address to another. A single user may have several addresses, similar to how a single individual can have several bank accounts. Each payment transaction is broadcast to the network and can be viewed by the public. Each transaction is included in the Bitcoin blockchain, which is a decentralized ledger of value able to be viewed by anyone such that the included Bitcoins cannot be spent twice.

It is worth noting that Bitcoin is both the name of the cryptocurrency (or token) and the name of the underlying network (or blockchain).

Blockchain and Cryptocurrency Mining Overview

Blockchain is the ledger technology that underlies Bitcoin and other cryptocurrencies. The concept was first introduced in 2008 in the form of an anonymous whitepaper that laid out the purpose and the technology behind Bitcoin. The first Bitcoin was created in 2009.

A blockchain is a decentralized, distributed and encrypted digital public ledger that stores information in a secure, verifiable and permanent way. One of the advantages of blockchain over other database technologies is that it is completely decentralized, meaning that no entity or computer owns and stores the full database. Instead, the blockchain ledger is partially distributed across computers that act as nodes in a peer-to-peer network, which requires every transfer or storage of information in the public ledger to be approved by the majority of nodes in the network.

A cryptocurrency is a type of decentralized, encrypted digital asset that acts as a medium of exchange and/or store of value. Cryptocurrencies are a popular application of blockchain technology, enabling transactions on the network to be settled, confirmed and stored in a distributed public ledger through a process called mining. Cryptocurrencies are not backed by a central bank or governmental entity, have no physical form and are usually not tied to a value index. Additionally, the supply of a cryptocurrency may be fixed. Bitcoin, for example, has a maximum supply of 21 million Bitcoin, which is expected to be reached in 2140 and after which no additional Bitcoin will be minted.

Cryptocurrencies have continued to gain extensive media attention, both by retail and institutional investors. Rhodium believe Bitcoin specifically continues to gain more trust from investors and financial institutions as it demonstrates its fundamental role in the crypto economy, leading to many companies adopting Bitcoin as an alternative to cash on their balance sheets.

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Rhodium believes blockchain and cryptocurrencies serve multiple purposes and can make a significant impact across multiple business sectors. Rhodium further believes cryptocurrencies have numerous advantages over fiat currencies, although there are potential risk factors that are not present with fiat currencies. The advantages include the following:

• decentralized store of value, supply of which may not be influenced by the monetary policy of governmental authorities or financial institutions;

• providing simplified and direct access to financial services;

• encrypted and secure digital asset;

• immediate settlement of transactions without relying on an intermediary financial institution; and

• cryptocurrency can be converted to fiat currencies at prevailing market prices for the relevant cryptocurrency.

Bitcoin Mining and Mining Pools

Bitcoin mining is the process of using specialized and high-powered miners to solve advanced cryptographic math computations, verifying the authenticity of Bitcoin transactions for the blockchain transaction public ledger. These solved math problems or authenticated transactions are then combined into blocks, with these blocks having specific requirements in terms of size and proof-of-work, and later published to the blockchain. A miner that verifies and solves a new block is awarded a portion of newly generated digital coins, which can then be sold on the market to generate transaction fees and profits for the mining company or retained by the miner for future use.

The Bitcoin network goes through “halving events” during which the number of Bitcoin that miners are awarded for processing a block are reduced by 50%. On the Bitcoin network, these events occur every 210,000 blocks (roughly every four years). There have been three halving events to date on the Bitcoin network. The initial award on the Bitcoin network was 50 Bitcoins per block. The current award is 6.25 Bitcoin per block. The most recent halving event occurred on May 11, 2020 and the next halving event will likely occur in 2024. The halving mechanism results in an ever-decreasing issuance rate of Bitcoin.

Due to the decreasing probability of being awarded digital coins for solving blocks, miners have recently explored methods to increase their cumulative computing power and probability of being awarded coins by pooling their processing resources into a “mining pool.” A mining pool combines miners’ computational power to solve blocks and eventually shares the awarded coins to the pool participants in an amount proportional to the amount of hashing power contributed by each participant to the overall chance of earning the reward. The mining pool operator and the pool software arranges the pool in terms of miners’ hashing capacity, work conducted and rewards earned.

Miners

Bitcoin is mined on specialized computers that utilize an algorithm to guarantee the integrity of blocks in the blockchain using a specific hash function to solve the algorithm. The hash function can be efficiently computed on a special mining device called ASIC using the SHA-256 cryptography algorithm, which is the block hashing algorithm used by the Bitcoin network to hash new blocks on the blockchain. SHA stands for Secret Hash Algorithm, and it converts any input into a 32-byte output, creating output data hashes that always have 256 digits. The main suppliers of Bitcoin mining rigs are Bitmain and MicroBT, each of which control a significant amount of the miner hardware market.

Miners are rewarded in Bitcoin and transaction fees in proportion to their processing contribution to the network. Miners are relatively energy intensive and produce a high amount of heat. To operate miners efficiently at a low cost, mining companies endeavor to procure low-cost energy sources and implement efficient cooling methods.

Network Hash Rate

Mining hardware conducts complex computations to verify transactions in the blockchain and is measured in “hash rate” or “hashes per second.” Each computation is considered a single hash and the speed at which these problems can be solved by the miners is the hash rate. The total hash rate is a measure of the computing power of the network and is a key security metric. A participant in a blockchain network’s mining function has a hash rate total of its

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miners seeking to mine a specific digital asset and, system-wide, there is a total hash rate of all miners seeking to mine each specific type of digital asset. A higher total hash rate for a mining participant relative to the blockchain network’s total hash rate generally results over time in a corresponding higher success rate in digital asset rewards as compared to other mining participants with relatively lower total hash rates.

Mining Difficulty

Mining difficulty refers to the level of processing power (hash rate) required for a complex cryptographic block to be solved and authenticated. Once the hash power of the network or the total hash rate is increased or decreased, mining difficulty automatically adjusts this increase or decrease to its corresponding computing requirement for verifying a block. The higher the number of miners in the network effectively results in a higher mining difficulty. As more processing power is added to the network, the difficulty increases.

The process of solving a block in the Bitcoin network is tied to ten-minute increments. As miners are added or removed from the network and hash rate increases or decreases, difficulty must adjust periodically to maintain the ten-minute process. This periodic adjustment occurs every 2,016 blocks, which occurs approximately every two weeks.

Corporate History and Structure

Rhodium was formed on April 22, 2021 as a Delaware corporation to become a holding corporation for Technologies and its subsidiaries upon completion of a corporate reorganization that closed on June 30, 2021. The Company has no material assets other than its ownership of Technologies Units. The Company, together with its subsidiaries, operates a digital asset mining operation, which utilizes specialized computers (also known as “miners”) using application-specific integrated circuit (“ASIC”) chips to solve complex cryptographic algorithms in order to support the Bitcoin blockchain (in a process known as “solving a block”), in exchange for digital asset (Bitcoin) rewards.

Rhodium Enterprises is the sole managing member of Technologies, controls, and is responsible for all operational, management and administrative decisions related to Technologies’ business and consolidates the financial results of Technologies and its subsidiaries.

The operating subsidiaries of the Company include: Rhodium Industries LLC (“Rhodium Industries”), formed as a Delaware limited liability company on May 17, 2021, Rhodium Renewables LLC (“Rhodium Renewables”), formed as a Delaware limited liability company on March 17, 2021, Rhodium Shared Services LLC (“Rhodium Shared Services”), formed as a Delaware limited liability company on December 23, 2020, Air HPC LLC (“Air HPC”), formed as a Delaware limited liability company on October 23, 2020, and Air HPC’s subsidiary, Jordan HPC LLC (“Jordan HPC”), formed as a Delaware limited liability company on October 23, 2020, and the consolidated accounts of Rhodium JV LLC (“Rhodium JV”), formed as a Delaware limited liability company on April 8, 2020, include its owned subsidiaries Rhodium 2.0 LLC (“Rhodium 2.0”), formed as a Delaware limited liability company on December 17, 2020, Rhodium 30MW LLC (“Rhodium 30MW”), formed as a Delaware limited liability company on April 1, 2020, Rhodium 10MW LLC (“Rhodium 10MW”), formed as a Delaware limited liability company on March 12, 2021, and Rhodium Encore LLC (“Rhodium Encore”), formed as a Delaware limited liability company on January 8, 2021.

Combined Company

Agreements Relating to Rhodium’s Business and Operations

Rockdale Site Colocation Agreements

Certain of Rhodium’s subsidiaries have entered into Colocation Agreements with Whinstone US, Inc., which is a subsidiary of Riot Blockchain, Inc. The Colocation Agreements, among other things, govern the provision of power to each project located at the Rockdale Site. In addition, Rhodium agreed to pay the power supplier a percentage of profits. The percentages of profits are based on the contractual formula specified in the Colocation Agreements. Rhodium estimates and accrues for such liabilities in its financial statements and includes such liabilities as a separate line item in its cost of revenue. Based on Rhodium’s results of operations for the period from April 1, 2020 (inception) to December 31, 2020 there were no Colocation expenses to accrue for under the contractual agreements and there were

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no Colocation Payments made. Based on Rhodium’s results of operations for the twelve months ended December 31, 2021, Rhodium estimated and made approximately $8.5 million of Colocation Payments. Based on Rhodium’s results of operations for the six months ended June 30, 2022, Rhodium estimated $3.7 million and made approximately $2.3 million of Colocation Payments.

Under the Colocation Agreements, the power supplier has agreed to provide an aggregate of up to 125 MW of power to Rhodium’s projects located at the Rockdale Site. In addition to paying the power supplier a portion of each project’s Colocation Payments, for 100 MW Rhodium has an unconditional minimum power purchase obligation that operates as a “take-or-pay” arrangement pursuant to which Rhodium is obligated to pay a minimum power commitment of 80%, regardless if Rhodium’s projects actually draw power. The initial term of each of the Colocation Agreements is ten years, subject to certain termination rights of Rhodium, and Rhodium has an option to extend the duration thereafter and hold the right to cancel after three years without consent from the power supplier. As of August 31, 2022, approximately eight (8) years or more remain on the respective terms of each of the Colocation Agreements. In addition to the 125 MW, Rhodium has another 30 MW of option contracts at the same terms which have not yet been exercised by Rhodium. Rhodium may or may not choose to exercise said options at a later date.

Temple Site Energy Agreements

On August 31, 2021, Rhodium Renewables, the operating subsidiary at the Temple Site, signed a binding electrical supply agreement with NetZero to supply up to 185 MW of electricity at the Temple Site (the “ESA”). Effective June 17, 2022, NetZero and Rhodium Renewables entered into an amendment to the ESA (the “ESA Amendment”). The ESA Amendment provides, among other things, for an increase in the electrical supply obligations from 185 MW to 225 MW. Notwithstanding the terms of the ESA Amendment, on July 11, 2022, NetZero delivered notice to Rhodium Renewables that it would be unable to provide Rhodium Renewables with the term it requested for a long-term power contract. Upon receipt of that notice, and as provided pursuant to the terms of the ESA Amendment, Rhodium Renewables has contracted with an affiliate of Mothership Energy Group (“Mothership”) to supply the required electricity needs for the site.

On July 21, 2022, Rhodium Renewables entered into a MEESA with an affiliate of Mothership to contract for energy at the load zone market price (a real-time price). Rhodium Renewables’ obligations under the MEESA include actual energy consumption at the real-time price plus an additional charge of $2.50 per megawatt hour delivered plus certain pass-through charges and a retail margin. The MEESA will remain in place until such time that Rhodium Renewables can contract for a hedged power product to meet the electricity needs of the Temple Site. Such hedged product may be acquired from Mothership or another ERCOT-licensed energy retail provider. The purchase of energy through the MEESA, and on-demand generally, prohibits the Company from participating in certain ERCOT ancillary market products, including demand response.

Government Regulation

Government regulation of blockchain and cryptocurrency is being actively considered by the United States federal government via a number of agencies and regulatory bodies, as well as similar entities in other countries. State government regulations also may apply to Rhodium’s activities and other activities in which it participates or may participate in the future. Other regulatory bodies are governmental or semi-governmental and have shown an interest in regulating or investigating companies engaged in the blockchain or cryptocurrency business.

Businesses that are engaged in the transmission and custody of Bitcoin and other cryptocurrencies, including brokers and custodians, can be subject to U.S. Treasury Department regulations as money services businesses as well as state money transmitter licensing requirements. Bitcoin and other cryptocurrencies are subject to anti-fraud regulations under federal and state commodity laws, and cryptocurrency derivative instruments are substantively regulated by the CFTC. Certain jurisdictions, including, among others, New York and a number of countries outside the United States, have developed regulatory requirements specifically for cryptocurrency and companies that transact in them.

Regulations may substantially change in the future and it is presently not possible to know how regulations will apply to Rhodium’s businesses, or when they will be effective. As the regulatory and legal environment evolves, Rhodium may become subject to new laws, further regulation by the SEC and other agencies, which may affect Rhodium’s mining and other activities. For instance, various bills have also been proposed in Congress related

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to Rhodium’s business, which may be adopted and have an impact on Rhodium. For additional discussion regarding Rhodium’s belief about the potential risks existing and future regulation pose to Rhodium’s business, see the Section entitled “Risk Factors” herein.

In addition, since transactions in Bitcoin provide a reasonable degree of pseudo anonymity, they are susceptible to misuse for criminal activities, such as money laundering and tax evasion. This misuse, or the perception of such misuse (even if untrue), could lead to greater regulatory oversight of Bitcoin platforms, and there is the possibility that law enforcement agencies could close Bitcoin platforms or other Bitcoin-related infrastructure with little or no notice and prevent users from accessing or retrieving Bitcoin held via such platforms or infrastructure. For example, in December 2020, FinCEN, a unit of the Treasury Department focused on money laundering, proposed a new set of rules for cryptocurrency-based exchanges aimed at reducing the use of cryptocurrencies for money laundering. These proposed rules would require filing reports with FinCEN regarding cryptocurrency transactions in excess of $10,000 and also impose record-keeping requirements for cryptocurrency transactions in excess of $3,000 involving users who manage their own private keys. In January 2021, the Biden Administration issued a memorandum freezing federal rulemaking, including these proposed FinCEN rules, to provide additional time for the Biden Administration to review the rulemaking that had been proposed by the Trump Administration. As a result, it remains unclear whether these proposed rules will take effect.

Intellectual Property

Rhodium has developed proprietary software for its liquid-cooling technology and mining operations and actively uses specific hardware. Rhodium does not currently own any patents in connection with Rhodium’s existing and planned liquid-cooling technology. However, Rhodium is actively pursuing patents in this area. Rhodium expects to rely upon trade secrets, trademarks, service marks, trade names, copyrights and other intellectual property rights and may, as needed, license the use of intellectual property rights owned and controlled by others. In addition, Rhodium has developed and may further develop certain proprietary software applications for purposes of its liquid-cooling technology.

In certain cases, source code and other software assets may be subject to an open-source license, as much technology development underway in this sector is open source. For these works, Rhodium intends to adhere to the terms of any license agreements that may be in place.

Competition

Mining is a constantly evolving business with a wide range of competition. Broadly, Rhodium competes with other companies that focus on mining Bitcoin at a large scale. Rhodium faces competition based on securing low-cost, reliable and renewable power, purchasing miners and other essential technology, buying or leasing sites to host its miners and ultimately producing petahash. Rhodium also faces competition in the ability to raise capital and hire qualified personnel.

Rhodium’s competitors vary from solo enthusiasts to large corporations with significant scale of operations, including their own data centers. Rhodium competes with respect to hash rate, access to low-cost renewable power, operational efficiency, technological innovation and return on investment.

Rhodium believes it has several competitive advantages that will be maintained and extended through execution of Rhodium’s business strategy, including its liquid-cooling technology, long-term contracts, strong supplier relationships, and a strong management team.

Several U.S. and international publicly traded and private companies may be considered to compete with Rhodium, including the following companies that Rhodium has identified as its publicly-traded competitors:

• Argo Blockchain PLC;

• Bit Digital, Inc.;

• Bitfarms Ltd. (formerly Blockchain Mining Ltd);

• Cipher Mining;

• CleanSpark Inc.;

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• Core Scientific;

•