As filed with the Securities and Exchange Commission on April 4, 2023

Registration No. 333-267934

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

_____________________

AMENDMENT NO. 3
TO
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 LLP609 Main St. 4700
Houston, TX 77002
(713) 836-3600 Chase A. 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 herein.

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-BorderThird-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.

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 APRIL 4, 2023

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
OF
SILVERSUN TECHNOLOGIES, INC.
AND
PROSPECTUS FOR UP TO 159,101,538 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 [            ], 2023, 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 board of directors of SilverSun (the “SilverSun Board”) and the board of directors of Rhodium Enterprises, Inc., a Delaware corporation (“Rhodium” and the “Rhodium Board”), have each unanimously approved, and SilverSun and Rhodium have entered into, an Agreement and Plan of Merger, dated as of September 29, 2022 (as the same may be amended, supplemented or modified, 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 as of the effective time of the First Merger (the “First Effective Time”), 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 and all other transactions contemplated by the Merger Agreement, the “Mergers”), resulting in Merger Sub II existing as the surviving company as of the effective time of the Second Merger (the “Second Effective Time” or the “Effective Time”) 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”).

Immediately prior to the First Effective Time, SilverSun shall file the Fifth Amended and Restated Certificate of Incorporation of SilverSun (the “Amended and Restated Certificate of Incorporation”) to, among other things, set forth the number of authorized shares of Combined Company Class A Common Stock and Combined Company Class B Common Stock (both defined below) and set forth the rights and preferences of such shares of Combined Company Common Stock (defined below), remove provisions that are no longer applicable following the completion of the Mergers, cancel the designation of the Series A Preferred Stock, par value $0.001 per share, and effect, at the discretion of the board of directors of the Combined Company (the “Combined Company Board”), a reverse stock split of the Combined Company Common Stock which would take effect upon the closing of the Mergers (the “Closing”). Moreover, SilverSun will be renamed Rhodium Enterprises, Inc. (referred to throughout this proxy statement/prospectus as the “Combined Company”), and it is expected that the issued and outstanding shares of the Combined Company’s Class A common stock will be listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “RHDM.”

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 persons that were stockholders of SilverSun as of close of business on 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”) filed by SilverSun Holdings with the United States Securities and Exchange Commission (the “SEC”).

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

1.Merger Proposal.    To adopt the Merger Agreement 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 persons that were stockholders of SilverSun as of the close of business on 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 Amended and Restated Certificate of Incorporation, a copy of the form of which is attached as Annex C to the accompanying this proxy statement/prospectus (the “Charter Proposal”), 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 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 “Combined Company 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 “Combined Company Class B Common Stock” and, together with the Combined Company Class A Common Stock, the “Combined Company Common Stock”), to increase the number of authorized shares of the Combined Company’s capital stock, par value $0.00001 per share, from 75,000,000shares of common stock and 1,000,000shares of preferred stock, to [•] shares, consisting of (i) [•] shares of Combined Company Class A Common Stock, (ii) [•] shares of Combined Company 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 designation of the Series A Preferred Stock, par value $0.001 per share;

Proposal 3D — to effect a reverse stock split of Combined Company Common Stock at a ratio to be determined by Rhodium within a range of one share of Combined Company Common Stock for every [•] shares of Combined Company Common Stock and one share of Combined Company Common Stock for every [•] shares of Combined Company Common Stock (or any number in between) currently outstanding and effected by the Combined Company prior to the Second Effective Time (the “Reverse Stock Split”).

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

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

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

4.2023 Plan Proposal.    To approve the SilverSun Technologies, Inc. 2023 Omnibus Incentive Plan (the “2023 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(a), (b) and (d) (“Nasdaq Listing Rule 5635”), to approve (i) the issuance of up to 159,101,538shares of Combined Company Class A Common Stock (including the issuance of 75,367,124shares of Combined Company Class A Common Stock upon the exchange of units of Technologies (“Technologies Units”), together with an equal number of shares of Combined Company Class B Common Stock, for shares of Combined Company Class A Common Stock pursuant to the proposed Fifth Amended and Restated Limited Liability Company Agreement of Technologies, the “Technologies LLC Agreement”), and (ii) the issuance of 75,367,124shares of Combined Company Class B Common Stock in accordance with the Merger Agreement (the “Share Issuance Proposal”).

6.Director Election Proposal.    To consider and vote upon a proposal to elect five directors to serve on the Combined Company Board 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 Charter Proposal, the 2023 Plan Proposal, the Share Issuance Proposal and the Director Election Proposal, the “Proposals”).

Upon consummation of the Mergers, the Combined Company will be structured as an umbrella partnership C-corporation (“Up-C”) and will have two classes of common stock outstanding, Combined Company Class A Common Stock and Combined Company Class B Common Stock. The holders of shares of Combined Company Class A Common Stock and Combined Company Class B Common Stock will be entitled to one vote for each share of Combined Company Class A Common Stock and Combined Company Class B Common Stock, respectively, held of record on all matters on which the Combined Company’s stockholders are entitled to vote generally. Holders of Combined Company Class A Common Stock and Combined Company Class B Common Stock will 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. Each share of Combined Company Class B Common Stock will have no economic rights but will entitle its holder to one vote on all matters to be voted on by stockholders generally. The Combined Company does not intend to list the Combined Company Class B Common Stock on any exchange. Upon consummation of the Mergers, the Combined Company will be a holding company and will have no material assets other than its equity interest in New CCDC Corp., a Nevada corporation and direct wholly owned subsidiary of SilverSun (“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 interests in Technologies.

The holders of SilverSun common stock and the holders of SilverSun securities exercisable for or convertible into shares of SilverSun 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 the Combined Company and indirect 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 Combined Company Common Stock upon the 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 issued and outstanding Combined Company 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 the Combined Company 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 First Effective Time shall receive Combined Company Class A Common Stock at the Effective Time based on the Rhodium Valuation. Following the Mergers, SilverSun’s Class A common stock is expected to be listed on Nasdaq under the symbol RHDMand SilverSun shall be renamed Rhodium Enterprises, Inc.

Upon consummation of the Mergers, the Combined Company will hold, directly and indirectly, a number of Technologies Units equal to the number of shares of Combined Company Class A Common Stock issued and outstanding and Imperium will hold a number of Technologies Units equal to the number of shares of Combined Company 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 the Combined Company to benefit from net cash tax savings that the Combined Company might realize as more fully described in “The Merger Agreement — Tax Receivable Agreement.”

After giving effect to the Mergers, the Combined Company will indirectly own an approximate 53% interest in Technologies, Imperium will own an approximate 47% interest in Technologies, and Imperium will own 100% of the issued and outstanding Combined Company Class B Common Stock, which will represent an approximate 47% interest in the voting power of the issued and outstanding Combined Company Common Stock. See “Security Ownership of Certain Beneficial Owners and Management” for more information.

Under the Technologies LLC Agreement and after giving effect to the Mergers, 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 Combined Company Class A Common Stock at a redemption ratio of one share of Combined Company 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, the Combined Company (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 Combined Company 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, the Combined Company has the right to require (i) upon the acquisition by the Combined Company of substantially all of the Technologies Units, certain minority unitholders or (ii) upon a change of control of the Combined Company, 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 Combined Company Class B Common Stock will be cancelled. See “The Merger Agreement — Technologies LLC Agreement.”

In connection with the Up-C structure, the Combined Company will enter into a Tax Receivable Agreement with Imperium at the close of the Mergers. 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 Combined Company Class B Common Stock by Imperium for shares of Combined Company Class A Common Stock (or for cash pursuant to the Cash Election) pursuant to the Redemption Right or Call 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 the Combined Company makes under the Tax Receivable Agreement. The Combined Company 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 the Closing, such net cash savings and the payments arising therefrom may significantly increase based on the future operations and activities of Technologies. If the Combined Company 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 the Combined Company’s election or as a result of the Combined Company’s breach), the Combined Company could be required to make a substantial, immediate lump-sum payment. See “The Merger Agreement — Tax Receivable Agreement” for more information.

Estimating the amount and timing of the Combined Company’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 the Combined Company’s control. Assuming no material changes in the relevant tax law and a price of $4.09 per share of Combined Company Class A Common Stock, it is expected that if the Combined Company experienced a change of control or the Tax Receivable Agreement were terminated immediately after the Closing, the estimated lump-sum payment would be approximately $9.3million (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 $10.7million). 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 the Combined Company’s 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 the SilverSun 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 30 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 this proxy statement/prospectus, you may contact SilverSun at 120 Eagle Rock Avenue, East Hanover NJ 07936 (973-396-1720).

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 [  ], 2023 and, together with the accompanying proxy card, is first being mailed to the SilverSun stockholders on or about [   ], 2023.

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.

SILVERSUN TECHNOLOGIES, INC.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD [            ], 2023

To the SilverSun stockholders:

We cordially invite you to the Special Meeting. The meeting will be held on [], 2023, 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.

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.

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, a copy of the form of which is attached as Annex C to the accompanying proxy statement/prospectus, 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 Combined Company Class A Common Stock, par value $0.00001 per share, to replace the existing common stock of SilverSun at the Closing, to authorize a new class of capital stock, the Combined Company Class B Common Stock, par value $0.00001 per share, to increase the number of authorized shares of the Combined Company’s capital stock, par value $0.00001 per share, from 75,000,000shares of common stock and 1,000,000shares of preferred stock, to [•] shares, consisting of (i) [•] shares of Combined Company Class A Common Stock, (ii) [•] shares of Combined Company 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 designation of the Series A Preferred Stock, par value $0.001 per share;

Proposal 3D — to effect a reverse stock split of the Combined Company Common Stock at a ratio to be determined by Rhodium within a range of one share of Combined Company Common Stock for every [•] shares of Combined Company Common Stock and one share of Combined Company Common Stock for every [•] shares of Combined Company Common Stock (or any number in between) currently outstanding and effected by the Combined Company prior to the Second Effective Time.

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

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

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

4.2023 Plan Proposal.    To approve the 2023 Plan, substantially in the form 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 159,101,538shares of Combined Company Class A Common Stock (including the issuance of 75,367,124shares of Combined Company Class A Common Stock upon the exchange of units of Technologies, together with an equal number of shares of Combined Company Class B Common Stock, for shares of Combined Company Class A Common Stock pursuant to the Technologies LLC Agreement), and (ii) the issuance of 75,367,124shares of Combined Company Class B Common Stock in accordance with the Merger Agreement.

6.Director Election Proposal.    To consider and vote upon a proposal to elect five directors to serve on the Combined Company Board 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.

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.

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 [], 2023, 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 2023 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
            , 2023

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 [            ], 2023. 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 [            ], 2023. 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.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms a part of a registration statement on Form S-4 (Registration No. 333-267934) 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 Combined Company Class A Common Stock issuable upon or in connection with the consummation of the Mergers, 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 Combined Company Class A Common Stock to be issued to the Rhodium stockholders as described in this proxy statement/prospectus.

All references in this proxy statement/prospectus to SilverSun refer to SilverSun Technologies, Inc. and its subsidiaries prior to the consummation of the Mergers, and references to the Combined Company refer to SilverSun Technologies, Inc. renamed as Rhodium Enterprises, Inc. following the consummation of the Mergers. Additional defined terms used throughout this proxy statement/prospectus can be found under “Certain Defined Terms.”

As permitted by SEC rules, this proxy statement/prospectus 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 proxy statement/prospectus 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 [], 2023.

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 proxy statement/prospectus 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.

TABLE OF CONTENTS

	Page
CERTAIN DEFINED TERMS	1
QUESTIONS AND ANSWERS ABOUT THE MEETING	4
SUMMARY	11
CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS	28
RISK FACTORS	30
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS	64
THE MERGERS AND THE DISTRIBUTION	72
THE MERGER AGREEMENT	86
THE SEPARATION AGREEMENT	102
THE PARTIES TO THE MERGERS	107
CORPORATE STRUCTURES	111
INFORMATION ABOUT RHODIUM	114
INFORMATION ABOUT SILVERSUN	126
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF RHODIUM	129
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SILVERSUN	147
GOVERNANCE AND MANAGEMENT	154
CORPORATE GOVERNANCE MATTERS	156
EXECUTIVE COMPENSATION	158
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	160
SILVERSUN SPECIAL MEETING	163
SILVERSUN PROPOSAL 1: MERGER PROPOSAL	166
SILVERSUN PROPOSAL 2: SEPARATION AND DISTRIBUTION PROPOSAL	167
SILVERSUN PROPOSAL 3: CHARTER PROPOSAL	168
SILVERSUN PROPOSAL 4: 2023 PLAN PROPOSAL	171
SILVERSUN PROPOSAL 5: MERGER SHARE ISSUANCE PROPOSAL	176
SILVERSUN PROPOSAL 6: DIRECTOR ELECTION PROPOSAL	178
SILVERSUN PROPOSAL 7: ADJOURNMENT PROPOSAL	181
DESCRIPTION OF CAPITAL STOCK OF THE COMBINED COMPANY	182
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF RHODIUM	190
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND EXECUTIVE OFFICERS AND DIRECTORS OF SILVERSUN	193
LEGAL MATTERS	193
EXPERTS	193
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE	194
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, references in this proxy statement/prospectus to:

•“2023 Plan Proposal” are to the proposal by the SilverSun Board for stockholder approval of the 2023 Plan providing for stock-based incentive compensation to select officers, employees, non-employee directors, consultants and service providers of the Combined Company;

•“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 the Combined Company 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 Combined Company Class A Common Stock and Combined Company 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 the Combined Company’s flexibility to issue shares of Combined Company 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;

•“Combined Company Board” are to the board of directors of the Combined Company following the consummation of the Mergers;

•“Combined Company Class A Common Stock” are to the Combined Company’s Class A common stock par value $0.0001 per share following the filing of the Amended and Restated Certificate of Incorporation in accordance with the requirements of the DGCL;

•“Combined Company Class B Common Stock” are to the Combined Company’s Class B common stock par value $0.0001 per share following the filing of the Amended and Restated Certificate of Incorporation in accordance with the requirements of the DGCL;

•“Combined Company Common Stock” are to the Combined Company Class A Common Stock and Combined Company Class B Common Stock;

•“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 of the appointment of five directors of the Combined Company 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 persons that were SilverSun stockholders of record as of the close of business on the Dividend and Distribution Record Date;

•“Dividend” are to the issuance by the Combined Company of a cash dividend of $1.50 per pre-Merger/pre-Reverse Stock Split share pro rata in the aggregate amount of $7,884,265.50 following the Second Merger to persons that were SilverSun stockholders of record as of the close of business on the Dividend and Distribution Record Date;

•“Effective Time” are to the effective time of the Second Merger;

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

•“First Effective Time” are to the effective time of the First Merger;

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•“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 by the SilverSun Board for stockholder approval to adopt the Agreement and Plan of Merger, dated as of September29, 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;

•“Proposals” are to the 2023 Plan Proposal, Adjournment Proposal, Charter Proposal, Director Election Proposal, Merger Proposal, Separation and Distribution Proposal and Share Issuance Proposal.

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

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

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

•“SCS” are to Secure Cloud Services, Inc., a Nevada corporation and indirect wholly owned subsidiary of SilverSun;

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

•“Second Effective Time” are to the effective time of the Second Merger;

•“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 Holdings 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;

•“SilverSun” are to SilverSun Technologies, Inc., a Delaware corporation;

•“SilverSun common stock” are to SilverSun’s common stock, $0.00001 par value per share, prior to the filing of the Amended and Restated Certificate of Incorporation in accordance with the requirements of the DGCL, such shares of SilverSun common stock to become shares of Combined Company Class A Common Stock after the Amended and Restated Certificate of Incorporation is filed;

•“SilverSun Entities” are to SilverSun, Merger Sub I and Merger Sub II;

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

•“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 First Merger and the Second Merger;

•“The Proposals” are to the seven proposals SilverSun stockholders will be asked to consider and vote upon at the Special Meeting, namely, the Merger Proposal, the Separation and Distribution Proposal, the Charter Proposal, the 2023 Plan Proposal, the 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 proxy statement/prospectus?

A:On September 29, 2022, SilverSun entered into the Merger Agreement, by and among the SilverSun, 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 2023 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 Combined Company is proposing to issue shares of its Combined Company Class A common Stock and Combined Company 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 [   ], 2023, 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:Any questions that SilverSun stockholders, banks or brokers may have concerning the Special Meeting can be addressed to SilverSun Technologies, Inc., 120 Eagle Rock Avenue, East Hanover, NJ 07936, attention: Joseph Macaluso, (973-396-1720), email: joe.macaluso@swktech.com.

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 persons that were SilverSun stockholders of record as of the close of business 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 in section “The Mergers and the Distribution” beginning on page 13 and72, 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, the Combined Company 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 5,256,177shares (at least 2,628,089shares) of SilverSun common stock outstanding and entitled to vote as of the close of business on [            ], 2023, 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) 2023 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 2023 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 have the right to vote an aggregate of 2,011,298 (approximately 38.27%) of the then outstanding shares of SilverSun common stock. Each of SilverSun’s directors and executive officers and certain affiliated persons, have indicated, verbally or in writing, their present intention to vote, or cause to be voted, the shares of SilverSun common stock owned by them for the proposals subject to a stockholder vote at the Special Meeting. Accordingly, in addition to the shares owned by SilverSun’s officers, directors and certain affiliated persons, SilverSun shareholders holding at least 616,791shares of SilverSun common stock as of the record date will need to vote in favor of the (i) Merger Proposal, (ii) Separation and Distribution Proposal, and (iii) Charter Proposal if they are to be approved.

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In connection with the execution of the Merger Agreement, Mark Meller (SilverSun’s CEO and Chairman), Sharieve Meller (Mr.Meller’s wife) and the Mark M. Meller Family Trust (collectively, the “Meller Parties”), who collectively beneficially own an aggregate of 2,006,534shares representing approximately 38.17% of the outstanding SilverSun common stock, entered into a voting agreement with Rhodium (the “SilverSun Voting and Support Agreement”), pursuant to which the Meller Parties 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 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 13.

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 15.

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 Merger Proposal, the Separation and Distribution Proposal, the Charter Proposal and the Share Issuance Proposal are conditioned upon the approval of each of these proposals. Each of the Director Election Proposal and the 2023 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. In the event that each of the Merger Proposal, the Separation and Distribution Proposal, the Charter Proposal and the Share Issuance Proposal does not receive the requisite vote for approval, none of the other proposals, except for the Adjournment Proposal, will be effective even if approved by SilverSun’s stockholders. In such event, 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, and the Distribution and Dividend will not take place.

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Q:What will SilverSun and the SilverSun Legacy Stockholders receive if the Mergers and the Distribution are completed?

A:As the result of the Mergers, the Combined Company will own and, through its management of Technologies, operate, the pre-Merger business conducted by Rhodium. The Combined Company will also receive $10,000,000 in cash, $7,884,265.50 of which will be used to pay the Dividend described in greater detail below and the balance of which will be used to pay certain SilverSun transaction expenses, including tax payments. In connection with the Mergers, Rhodium will also assume approximately $1,000,000 of SilverSun’s income tax liabilities related to the Distribution (the “Assumed Debt”).

Upon completion of the Mergers, each SilverSun Legacy Stockholder will own the same number of shares of Combined Company Common Stock that such shareholder owned immediately after the Reverse Stock Split, if applicable, and immediately prior to the completion of the Mergers. However, after the completion of the Mergers, the SilverSun Legacy Stockholders will own a significantly smaller percentage of the Combined Company than they owned of SilverSun immediately prior to the Mergers. Upon completion of the Mergers, the SilverSun Legacy Stockholders will retain approximately 3.2% of the Combined Company’s voting power and indirect economic interest of its subsidiaries and the Rhodium Legacy Stockholders will own approximately 96.8% of the Combined Company’s voting power and indirect economic interest of its subsidiaries.

Promptly following the Mergers, the Combined Company will distribute a cash Dividend of $1.50 per pre-Merger/pre-Reverse Stock Split share pro rata in the aggregate amount of $7,884,265.50 to the holders of SilverSun common stock of record as of the close of business on the Dividend and Distribution Record Date. The Dividend amount will be paid out of the $10,000,000 of cash paid to the Combined Company from Rhodium upon the Closing of the Mergers. The aggregate amount of the Dividend is based on there being 5,256,177shares of SilverSun common stock issued and outstanding as of the close of business on the Dividend and Distribution Record Date. The $2,115,734.50 balance will be used by the Combined Company to pay SilverSun transaction expenses, exclusive of $1,000,000 of Assumed Debt. Any balance remaining after the payment of SilverSun’s transaction expenses will be promptly provided by the Combined Company to SilverSun Holdings for use as working capital.

In the Distribution, persons that were SilverSun stockholders of record as of the close of business on the Dividend and Distribution Record Date will receive shares of SilverSun Holdings common stock on a pro rata basis. SilverSun Holdings will have 5,256,177shares of common stock issued and outstanding at the time of the Distribution which is the amount of shares of SilverSun that will be issued and outstanding immediately prior to the Reverse Stock Split. Accordingly, each holder of SilverSun common stock as of the close of business on the Dividend and Distribution Record Date will receive one share of SilverSun Holdings common stock for every share of SilverSun common stock held by such holder immediately prior to the Reverse Stock Split.

Q:What will happen if the Merger Proposal is not approved and the Merger is not completed?

A:In the event that each of the Merger Proposal, the Separation and Distribution Proposal, the Charter Proposal and the Share Issuance Proposal does not receive the requisite vote for approval, none of the other proposals, except for the Adjournment Proposal, will be effective even if approved by SilverSun’s stockholders. In such event, 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, and the Distribution and Dividend will not take place. In any event, SilverSun will continue to file periodic reports with the SEC. In the event the requisite vote of the SilverSun stockholders approving the Merger Proposal has not been obtained by the Termination Date (as defined below) 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, Rhodium may terminate the Merger Agreement and SilverSun would be required to pay, or cause to be paid, to Rhodium (or its designee(s)) by wire transfer of immediately available funds a termination fee in an amount equal to $5,000,000.00. Additionally, the failure to complete the Mergers could subject SilverSun and its shareholders to certain risks. See “Risk Factors — 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.”

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

A:It is a condition to the Closing under the Merger Agreement for the shares of Combined Company Class A Common Stock be listed on Nasdaq. The Combined Company 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 during the second quarter of 2023, 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.

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

A:Upon consummation of the Mergers, it is expected that the Combined Company Board will be comprised of five persons to be designated by Rhodium prior to the Closing. The nominating committee of the Combined Company will, at the first election at which each designated director is up for re-election, designate such director (or their designee) for re-election. It is contemplated that the executive officers of the Combined Company immediately following the Second Effective Time will be: Chase Blackmon (as Chief Executive Officer), Nicholas Cerasuolo (as Chief Financial Officer), and Cameron K. Blackmon (as Chief Technology Officer). Additional information about the directors and executive officers of the Combined Company following the consummation of the Mergers is set forth in “The Mergers and the Distribution — Governance and Management of SilverSun” beginning on page 14.

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 28 and30, respectively. These risks include, among others, risks relating to the uncertainty that the Mergers will close and uncertainties relating to the performance of the Combined Company 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 187.

Q:     What are the U.S. federal income tax consequences of the Distribution and Dividend for Holders of Combined CompanyCommon Stock following consummation of the Mergers?

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.

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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 the Combined Company’s then-current or accumulated earnings and profits. Distributions in excess of a U.S. holder’s share of the Combined Company’s then-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 Combined Company 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.

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 can be found beginning on page 165.

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 2023 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

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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” can be found beginning on page 165.

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.

Pursuant to the SilverSun Voting and Support Agreement, certain SilverSun directors, executive officers and certain SilverSun stockholders, who collectively beneficially owned approximately 38.17% 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 107. 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 194. 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 107)

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 years ended December 31, 2022 and December31, 2021, SilverSun had revenue of $45.0million and $41.7million, respectively, and a net loss of $282,219 and $134,434, respectively.

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 through several wholly-owned subsidiaries a Bitcoin mining operation in Rockdale, Texas (the “Rockdale Site”) and a second Bitcoin mining operation in Temple, Texas (the “Temple Site”) 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”), and a subsidiary that operates the Temple Site. For the years ended December31, 2022 and December 31, 2021, Rhodium had revenue of approximately $102.3million, and 137.6million, respectively, and net loss of approximately $76.2 million and net income of approximately $69.1 million, respectively.

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 the 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 persons that were SilverSun stockholders of record as of the close of business 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 SilverSun, 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 persons that were holders of the issued and outstanding SilverSun common stock as of the close of business on 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.

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 76)

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 30. To review the background and reasons for the Mergers and the Distribution, please see the sections “The Mergers and the Distribution” beginning on pages 13 and72, respectively.

Opinion of Financial Advisor to SilverSun (Page 79)

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 109)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 the Combined Company. Pursuant to the Tax Matters Agreement to be entered into as a condition to the Closing of the Mergers, SilverSun Holdings will indemnify the Combined Company for any tax arising from the Distribution in an amount in excess of $1.0million. 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 the Combined Company (Page 154)

Upon consummation of the Mergers, it is expected that the Combined Company Board will be comprised of five persons designated by Rhodium. Information about the directors and executive officers of the Combined Company following the consummation of the Mergers is set forth in “Governance and Management” beginning on page 154.

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Treatment of Outstanding Equity Awards (Page 87)

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 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) 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 Combined Company 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 Combined Company 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 Combined Company 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 160)

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 97)

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 97)

In connection with the execution of the Merger Agreement, Mark Meller (the CEO and Chairman of SilverSun), Sharieve Meller (Mr.Meller’s wife) and the Mark M. Meller Family Trust (collectively, the “Meller Parties”) entered into the SilverSun Voting and Support Agreement with Rhodium. Pursuant to the SilverSun Voting and Support Agreement, the Meller Parties, who collectively beneficially own 2,006,534shares of SilverSun common stock, which represent approximately 38.17% 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 the Combined Company Class A 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;

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•the registration statement on Form10, 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;

•the shares of Combined Company Class A Common Stock to be issued to Rhodium stockholders pursuant to the Merger Agreement shall have been approved for listing on Nasdaq, 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 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.

•At or prior to Closing, 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.

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

•At or prior to Closing, 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.

Conditions to Rhodium’s 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.

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•At or prior to Closing, 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.

•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 closing conditions or other 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 June 30, 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) 10 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 the 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

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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.

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) 10 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 the 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 95)

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, Merger Sub II 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 187)

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 Combined Company Class A Common Stock and Combined Company Class B Common Stock. Their rights as a stockholder of the Combined Company will continue to be governed by the laws of the State of Delaware, and by the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. For a summary of the material rights of Combined Company stockholders under its organizational documents and the Delaware statutory framework, please see “Description of Capital Stock of the Combined Company” beginning on page 182.

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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.

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 2023 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 common stock (such shares to become shares of Combined Company Class A Common Stock following the filing of the Amended and Restated Certificate of Incorporation) may decrease following the date of this proxy statement/prospectus or the date of the Special Meeting and the value of the shares of Combined Company Class A Common Stock may decrease following 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 SilverSun Legacy Stockholders will have a significantly reduced ownership and voting interest in the Combined Company after the Mergers and will exercise minimal influence over management of the Combined Company.

•The SilverSun Legacy Stockholders may not realize the value being attributed to their Combined Company Class A Common Stock as a result of the Mergers.

•SilverSun, and thus, the Combined Company, has incurred and will incur significant transaction costs in connection with the Mergers.

•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.

•The Merger Agreement limits SilverSun’s ability to pursue an alternative acquisition proposal and requires SilverSun to pay a termination fee of $5.0million if it does.

•The Mergers will result in Imperium, which is currently Rhodium’s largest and controlling owner and is controlled by Chase Blackmon, Nicholas Cerasuolo and Cameron Blackmon, holding a substantial portion of Combined Company Common Stock, with the right to appoint a portion of the Combined Company Board, and its interests may conflict with those of other stockholders.

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Risks Related to Ownership of Combined Company 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 Combined Company Class A Common Stock following the Mergers.

•Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

•The Combined Company’s stock price may be volatile, and the market price of Combined Company Class A Common Stock may decline in value following the Mergers.

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

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 is subject to financing risks and a failure to obtain necessary capital when needed could force the Combined Company to delay, limit, scale back or cease some or all operations.

•The Bitcoin mining industry is highly volatile, litigious and subject to a variety of rules and regulations globally from various regulators and governmental entities. Future regulations could adversely impact Rhodium’s ability to operate profitably and may result in significant declines of the value of the Combined Company’s common stock.

•Bitcoin assets are subject to custodial risk. Rhodium utilizes third party custodians for safeguarding its assets. Failure of Rhodium’s custodian to effectively safeguard Rhodium’s assets may result in a partial or total loss of investment.

•Rhodium’s colocation and hosting services agreements (the “Colocation Agreements”) and its ability to commence or continue its operations at its Rockdale Site is dependent on leases between third parties.

•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.

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

•Rhodium’s mining operations are and will be heavily dependent on a continuous supply of large amounts of electricity to both the Rockdale Site and Temple Site, 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.

•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.

•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.

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•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.

•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.

•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.

•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 the Combined Company’s business and results of operations.

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

•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.

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.

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.

In conjunction with the Closing, SilverSun and SilverSun Holdings will enter into the Separation 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 persons that were 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. 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), the Combined Company will issue a cash dividend of $1.50 per pre-Merger/pre-Reverse Stock Split share pro rata in the aggregate amount of $7,884,265.50 (the “Dividend”) to the pre-Merger SilverSun stockholders of record as of a record date, which shall be prior to the Closing, 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 $10.0million cash to be received from Rhodium in connection with the Mergers.

Immediately following the Distribution, the Combined Company will have no wholly owned subsidiaries other than CCDC and Merger Sub II. 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 Distribution, 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, the Combined Company will consummate the Distribution to persons that were stockholders of SilverSun as of the close of business on 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.

In addition, the Separation Agreement governs the treatment of indemnification, insurance, and litigation responsibility and management of SilverSun Holdings and the Combined Company after the date of Distribution. The Separation Agreement provides that SilverSun Holdings will indemnify the Combined Company following the Distribution for any obligations and liabilities related to or arising from the SilverSun Holdings’ obligations and liabilities related to or arising from its respective businesses on or after to the date of Distribution.

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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 December31, 2022 and 2021 and for the two-years ended December31, 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  Years EndedDecember 31,
	2022		2021
Statement of Operations data:
Revenues:
Software product, net	11,781,362		7,863,387
Service, net	33,203,914		33,837,993
Total revenues, net	44,985,276		41,701,380
Cost of revenue:
Product	7,077,804		4,575,386
Service	19,946,736		19,917,936
Total cost of revenues	27,024,540		24,493,322
Gross profit	17,960,736		17,208,058
Selling, general and administrative
Selling and marketing expenses	7,745,265		6,719,909
General and administrative expenses	9,471,625		9,402,259
Share-based compensation expenses	180,260		441,310
Depreciation and amortization expenses	948,965		875,566
Total selling, general and administrative expenses	18,346,115		17,439,044
(Loss) income from operations	(385,379	)	(230,986	)
Other income (expense)	—		—
Interest expense, net	(89,024	)	(46,802	)
Gain on bargain purchase	—		71,539
Gain on sale of product line	—		250,000
Total other (expense) income, net	(89,024	)	274,557
(Loss) income before taxes	(474,403	)	43,571
Benefit (provision) for income taxes	192,184		(178,005	)
Net loss	(282,219	)	(134,434	)
Basic and diluted net loss per common share
Basic	(0.05	)	(0.03	)
Diluted	(0.05	)	(0.03	)
Weighted average shares:
Basic	5,167,081		5,026,420
Diluted	5,167,081		5,026,420

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	Years EndedDecember 31,
	2022		2021
Balance sheet data:
Assets
Current assets	13,699,268		10,710,922
Total assets	21,438,067		17,998,762
Liabilities and Stockholders’ Equity
Current liabilities	10,752,919		7,389,543
Total liabilities	11,885,603		8,641,939
Stockholders’ equity:
Common stock, $0.00001 par value; authorized 75,000,000 shares, 5,256,177 shares and 5,136,177 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively.	53		52
Additional paid-in capital	10,429,001		9,951,142
Accumulated deficit	(876,590	)	(594,371	)
Total stockholders’ equity	9,552,464		9,356,823
Total liabilities and stockholders’ equity	21,438,067		17,998,762

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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 periods ended December 31, 2022 and 2021, and the balance sheet data as of December 31, 2022 and 2021 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 Combined Financial Statements,” and the audited and unaudited consolidated financial statements and related notes of Rhodium contained elsewhere in this proxy statement/prospectus.

	Years Ended December 31,
($ in thousands, except share amounts)	2022			2021
Statement of Operations data:
Revenue, net – Digital asset mining	$	102, 327		$	137,630
Cost of revenue, excluding colocation expense, depreciation and amortization	$	26,849		$	10,371
Cost of revenue – colocation expense	$	4,239		$	8,528
Selling, general and administrative	$	34,307		$	11,803
Depreciation and amortization	$	29,124		$	15,967
Realized (gain) on sale of digital assets	$	(10,817	)	$	(43,545	)
Impairment of equipment	$	75,595		$	—
Impairment of digital assets	$	20,703		$	39,570
Total Costs and expenses	$	180,000		$	42,694
Operating (loss) profit	$	(77,673	)	$	94,936
Net income (loss)	$	(76,198	)	$	69,139
Net income (loss) attributable to Rhodium	$	(27,904	)	$	29,645
Balance Sheet data:
Total assets	$	268,225		$	304,688
Total liabilities	$	239,677		$	209,272
Stockholders’ equity and members’ equity	$	28,548		$	95,416
Class A shares outstanding		114,332,113			110,593,401
Class B shares outstanding		100			100

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SUMMARY UNAUDITED PRO FORMA
COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma combined financial information (the “summary pro forma data”) gives effect to the Mergers and the Distribution and related transactions described in the section titled “Unaudited Pro Forma 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 combined balance sheet data combines the consolidated balance sheets of Rhodium and SilverSun as of December 31, 2022 and gives effect to the transactions as if they had occurred on December 31, 2022. The summary selected unaudited pro forma combined statements of operations data combines the historical results of Rhodium and SilverSun for the period ended December 31, 2022 and gives effect to the transactions as if they had occurred on January 1, 2022. 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 combined financial information, including the notes thereto.

Summary Unaudited Pro Forma Combined Balance Sheet Data

($ in thousands)	As of December 31, 2022
Total Assets	$	260,380
Total Liabilities	$	156,647
Total Stockholders’ and Members’ Equity	$	103,733

Summary Unaudited Pro Forma Combined Statement of Operations Data

($ in thousands, except per share amounts)	Year Ended December 31, 2022
Total Revenues	$	102,374
Total Cost of Revenues and Operating Expenses	$	180,004
Total Other Income (Expense)	$	(5,664	)
Net Loss	$	(28,186	)
Net Loss per common share, Basic	$	(0.18	)
Net Loss per common share, Diluted	$	(0.18	)

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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;

•the value of the approximately 3.2% interest in the combined company to be retained by the SilverSun Legacy Stockholders in the proposed Mergers;

•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, 2022, 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 2023 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 Combined Company 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 closing conditions or other conditions, if at all.

The SilverSun Legacy Stockholders will have a significantly reduced ownership and voting interest in the Combined Company after the Mergers and will exercise little to no influence over management of the Combined Company.

After the completion of the Mergers, the SilverSun Legacy 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 the Combined Company’s voting power and indirect economic interest of its subsidiaries. The Rhodium Legacy Stockholders will receive approximately 96.8% of the Combined Company’s voting power, and Imperium will hold 100% of the Combined Company Class B Common Stock following the consummation of the Mergers. Consequently, the SilverSun Legacy Stockholders as a group, will

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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 the Combined Company and therefore will be able to exercise little to no influence over the management and policies of the Combined Company.

The SilverSun Legacy Stockholders may not realize the value being attributed to their retained Combined Company Common Stock as a result of the Mergers.

As part of the consideration in respect of the Mergers, (i) Rhodium will pay to the Combined Company $10.0million of cash ($7,884,265.50 of which will be used by the Combined Company to pay the Dividend and the balance of which will be used by the Combined Company to pay certain transaction expenses of SilverSun, including tax payments), and (ii) Rhodium will assume approximately $1.0million of Assumed Debt. If any part of the $10.0million of cash is remaining after the Combined Company’s payment of the Dividend and the SilverSun transaction expenses (exclusive of the Assumed Debt), the Combined Company shall promptly deliver such balance to SilverSun Holdings for use as working capital. In addition, the SilverSun Legacy Stockholders will retain approximately 3.2% of the Combined Company’s voting power immediately after the Closing which is intended to represent approximately $20.5million in equity (the “Retained Interest Valuation”). The SilverSun Legacy Stockholders at the close of business on the Dividend and Distribution Record Date will also receive their proportionate share of the shares of SilverSun Holdings to be distributed in the Distribution. The Retained Interest Valuation was determined in September 2022, prior to the execution of the Merger Agreement. Since that time, there has been volatility in the value of Bitcoin and the cryptocurrency and blockchain industries have been subject to negative publicity. As the result of the foregoing and in combination with the expectation that the value of Bitcoin will remain volatile and the existing and evolving government regulations impacting the cryptocurrency and blockchain industries, there can be no assurance that the value being attributed to the Combined Company Common Stock being retained by the SilverSun Legacy Stockholders will be realized by the SilverSun Legacy Stockholders.

SilverSun, and thus, the Combined Company, 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 $5.0million in certain circumstances, as described under “The Merger Agreement — Expenses and Termination Fees” beginning on page 95;

•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.

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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.

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 15.

The Mergers will result in Imperium, which is currently Rhodium’s largest and controlling owner, holding a substantial portion of Combined Company Common Stock, with the right to appoint a significant portion of the members of 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 and is controlled by Chase Blackmon, Nicholas Cerasuolo, Cameron Blackmon and a former executive officer of Rhodium, will control approximately 47% 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 the Combined Company 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

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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.

Litigation relating to the Mergers could result in an injunction preventing the completion of the Mergers and/or substantial costs to SilverSun and the Combined Company.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger, or other business combination agreements. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on SilverSun’s liquidity and financial condition.

Lawsuits that may be brought against SilverSun or its directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Merger Agreement already implemented and to otherwise enjoin the parties from consummating the Mergers. One of the closing conditions to the Mergers are that no injunction by any court, administrative agency or other governmental entity has been entered and continues to be in effect and no law having such effect has been adopted or is effective. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Mergers, that injunction may delay or prevent the Mergers from being completed within the expected timeframe or at all, which may adversely affect SilverSun’s and Rhodium’s respective business, financial position and results of operation.

There can be no assurance that any of the defendants will be successful in the outcome of any pending or any potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Mergers are completed may adversely affect the Combined Company’s business, financial condition, results of operations and cash flows.

Risks Related to Ownership of Combined Company Class A Common Stock

The Combined Company’sClass A Common Stock price may be volatile, and the market price of Combined Company Class ACommon Stock may decline in value following the Mergers.

There may be significant fluctuations in the market price of Combined Company Class A Common Stock following the Mergers. 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 Combined Company 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 the Combined Company’s control. Moreover, if the market price of Combined Company Class A Common Stock becomes subject to significant fluctuations following the Mergers, the value of Combined Company Class A Common Stock at any given point in time could be less than the value of Combined Company Class A Common Stock immediately after completion of the Mergers.

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

•actual or anticipated variations in the Combined Company’s financial results;

•changes in estimates or recommendations by securities analysts, if any, covering Combined Company Class A Common Stock;

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

•media coverage of its business and financial performance;

•the public’s reaction to its press releases, other public announcements and filings with the SEC;

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

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•general economic conditions;

•progress and resolution with respect to existing litigation and regulatory inquiries;

•announcements by the Combined Company or its competitors of significant acquisitions, strategic partnerships or divestitures;

•the operating and stock price performance of, or other developments involving, other companies that stockholders may deem comparable to the Combined Company;

•any significant change in its management, including additions or departures of key personnel and the Combined Company’s ability to recruit and retain employees;

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

•future sales of the Combined Company’s securities, including sales of Combined Company Class A Common Stock by its directors and officers or its strategic investors.

The Combined Company does not expect to pay dividends on Combined Company Class ACommon Stock in the short term.

Except for the Dividend to be distributed immediately following the Mergers to persons that were SilverSun stockholders as of the close of business on the Dividend and Distribution Record, 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 the Combined Company 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 Combined Company 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 Combined Company Common Stock.

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

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 or merger proposals for, the Combined Company. These include provisions that:

•vest the Combined 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.

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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 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 the Combined Company 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 the Combined Company 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 the Combined Company 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 182.

If the Distribution does not qualify for its intended tax treatment, recipients of SilverSun Holdings common stock in the Distribution 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 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.

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Rhodium is subject to financing risks and a failure to obtain necessary capital when needed could force the Combined Company to delay, limit, scale back or cease some or all operations.

Rhodium operates a capital-intensive business and Rhodium’s future cash flows may not be sufficient to continue to finance or grow its business operations. As a result, Rhodium likely will require substantial additional funds from investors in order to sustain or grow its operations. Rhodium may not be able to raise additional capital on terms acceptable to Rhodium, or at all. Any failure to raise additional capital could compromise Rhodium’s ability to execute on its business plan, and Rhodium may be forced to liquidate its assets. In such a scenario, the values Rhodium receives for its assets in liquidation or dissolution could be significantly lower than the values reflected in Rhodium’s financial statements.

If the Combined Company issues additional equity or debt securities to raise additional funds, the Combined Company’s stockholders may experience dilution and/or the market price of the Combined Company Common Stock may be reduced. Moreover, the new equity or debt securities may have rights, preferences and privileges senior to those of the Combined Company’s stockholders or involve restrictive covenants relating to the Combined Company’s capital-raising activities and other financial and operational matters, which might make it more difficult for the Combined Company to obtain additional capital and to pursue business opportunities, including potential acquisitions. The Combined Company’s decision to raise additional funds through the issuance of additional equity or debt securities will depend on market conditions and other factors beyond the Combined Company’s control, which may have a material adverse effect on the Combined Company’s condition and results of operations.

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, and we may be exposed to counterparty risk as a result.

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 their customers to carry and invest in Bitcoin and other cryptocurrencies, the acceptance and use of Bitcoin and other cryptocurrencies by banks is relatively uncommon and may never become mainstream. A number of companies and individuals engaged in Bitcoin and/or other cryptocurrency-related activities have been unable to find banks or financial institutions that are willing to provide them with banking services. Similarly, a number of companies and individuals or businesses associated with Bitcoin or other cryptocurrencies may have had and may continue to have their existing banking services discontinued with financial institutions in response to government action, particularly in China, where the regulatory response to cryptocurrencies has been to exclude their use for ordinary consumer transactions within China. Rhodium also may be unable to obtain or maintain these services for its business. The difficulty that many businesses that provide Bitcoin and/or derivatives on other digital asset-related activities have and may continue to have in finding banks and financial institutions willing to provide them services may be decreasing the usefulness of cryptocurrency as a payment system and harming public perception of cryptocurrency, and could decrease cryptocurrency’s usefulness and harm its public perception in the future.

The public perception of Bitcoin or cryptocurrency could be damaged if banks or financial institutions were to close the accounts of businesses engaging in Bitcoin and/or other cryptocurrency-related activities. This could occur as a result of compliance risk, cost, government regulation or public pressure. The risk applies to securities firms, clearance and settlement firms, national stock and derivatives on commodities exchanges, the over-the-counter market and the Depository Trust Company. The adoption or implementation of similar policies, rules or regulations by these or similar entities could negatively affect our relationships with financial institutions and impede Rhodium’s ability to convert Bitcoin and other cryptocurrencies to fiat currencies. Such factors could have a material adverse effect on Rhodium’s ability to continue as a going concern or to pursue its strategy at all, which could have a material adverse effect on its business, prospects or operations and harm investors.

Major bank failure or sustained financial market illiquidity, or illiquidity at our clearing, cash management and custodial financial institutions, could adversely affect our business, financial condition and results of operations.

Rhodium faces certain risks in the event of a sustained deterioration of financial market liquidity, as well as in the event of sustained deterioration in the liquidity, or failure, of our clearing, cash management and custodial financial institutions. In particular:

•Rhodium may be unable to access funds in its deposit accounts on a timely basis. Any resulting need to access other sources of liquidity or short-term borrowing would increase its costs. Any delay or inability to settle transactions with contractual counterparties could adversely impact its business, financial condition and results of operations.

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•In the event of a major bank failure or other adverse financial event impacting where its cash, cash equivalents and interest-bearing deposits are held, Rhodium could face major risks to the recovery of such deposits. As of December31, 2022, approximately $18.1million of its $20.4million in cash, cash equivalents and interest-bearing deposits was not subject to insurance protection against loss or was in excess of the deposit insurance limits at banks.

•Rhodium may be unable to borrow from financial institutions or institutional investors on favorable terms, which could adversely impact its ability to pursue its growth strategy and fund key strategic initiatives.

If financial liquidity deteriorates, there can be no assurance Rhodium will not experience an adverse effect, which may be material, on its ability to access capital and on its business, financial condition and results of operations.

Demand for Bitcoin may decrease if alternate digital assets become more desirable.

Bitcoin was the first digital asset to gain global adoption and critical mass, and as a result, it has a “first to market” advantage over other cryptocurrencies. In addition, many consortiums and financial institutions are also researching and investing resources into private or permissioned blockchain platforms rather than open platforms like the Bitcoin network. Competition from the emergence or growth of alternative cryptocurrencies could have a negative impact on the demand for, and price of, Bitcoin and thereby adversely affect an investment in the Combined Company’s securities.

Investors may invest in Bitcoin directly or through other potential financial vehicles, possibly including securities backed by or linked to Bitcoin and digital asset financial vehicles. Market and financial conditions, and other conditions beyond our control, may make it more attractive to invest in other financial vehicles or to invest in Bitcoin directly, which could limit the market for, and reduce the liquidity of, the Combined Company’s securities.

Rhodium’s balance sheet may experience significant impairment losses in the future, which may result in a partial or complete loss of value for investors.

The majority of assets held on Rhodium’s balance sheet are unique to Bitcoin mining activities (e.g., mining equipment) and may experience a permanent impairment loss, significantly reducing the assets on Rhodium’s balance sheet. Bitcoin mining, and the digital asset industry generally, are uniquely susceptible to volatility risks. Rhodium could record impairment charges in Rhodium’s results of operations as a result of, among other items, extreme Bitcoin price volatility, a significant decline in the fair value of certain tangible or intangible assets, unfavorable trends in forecasted results of operations and cash flows, an uncertain economic environment and other uncertainties. Rhodium can provide no assurance that a significant impairment charge will not occur in one or more future periods. Any such charges may materially affect the Combined Company’s financial results.

The Bitcoin mining industry is highly volatile, litigious and subject to a variety of rules and regulations globally from various regulators and governmental entities. Future regulations could adversely impact Rhodium’s ability to operate profitably and may result in significant declines of the value of the Combined Company’s common stock.

With many recent bankruptcies in the industry, it is possible future regulations from U.S. regulators or other global influencing bodies adversely impact Rhodium’s ability to operate its business profitably. While Rhodium is not aware of any threatened or pending governmental actions for U.S. based mining companies in Texas, it is possible that other U.S. state regulations or proposed regulations will influence Texas regulators, which may ultimately have an adverse effect on the Combined Company. It is possible that future regulations, unknown at the time of this filing, result in a partial or complete loss of value for investors.

Bitcoin assets are subject to custodial risk. Rhodium utilizes third party custodians for safeguarding its assets. Failure of Rhodium’s custodian to effectively safeguard Rhodium’s assets may result in a partial or total loss of investment.

Rhodium utilizes Coinbase Custody as its third-party custodian and NYDIG ABL LLC (“NYDIG”) as its secondary, backup third-party custodian. In both instances, Rhodium’s holdings are segregated from other customer assets and held offline in cold-storage. While Rhodium’s contractual relationships with its custodians ensure that Rhodium’s assets are segregated from other Coinbase customers (and, in the case of NYDIG, other NYDIG customers), Rhodium cannot

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provide any assurance that Rhodium’s custodians will have effective internal controls and operating procedures in place to properly safeguard assets held in its custody in the future. To the extent Rhodium’s custodians breach their contracts and do not properly safeguard Rhodium’s assets, a partial or total loss of investment may occur.

There is a custodial risk associated with Bitcoin mining rewards. A hot wallet maintained by Rhodium could be hacked, and a 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.

Rhodium’s Colocation Agreements 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 with several subsidiaries of Technologies, in which Whinstone is providing 125MW of electricity along with colocation and 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 Agreements or jeopardize Rhodium’s ability to commence or continue its operations at the Rockdale Site pursuant to the Colocation Agreements.

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. 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 the Combined Company 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.

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 under the Colocation Agreements. Renewables has also entered into an Amended and Restated Datacenter Lease with Temple Green Data LLC (“Temple Green”) and a Master Retail Electricity Supply Agreement with NetZero Energy LLC and/or its affiliates and/or subsidiaries (“NetZero Energy”). Prior to energization of the Temple Site, on July11, 2022, NetZero Energy delivered notice to Renewables that, notwithstanding the terms of the ESA Amendment, NetZero Energy would be unable to provide Renewables with a term it requested for a long-term power contract. Accordingly, until January1, 2023, Renewables was 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 an energy provider.

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On October 27, 2022, Renewables entered into an Agent Agreement with MP2 Energy LLC and Temple Green, enabling the Company to enter into a Transaction Confirmation and Master Services Agreement with MP2 Energy LLC, a Shell Energy North America Subsidiary. The Transaction Confirmation is for the Temple Site and includes fixed-price energy for a period of 60 months commencing on January 1, 2023. For the procurement of up to 102.5 MW in electricity, Rhodium paid a total of $10.0million in performance assurance collateral in the form of a deposit/prepayment.

Additionally, with respect to the power supply for the Rockdale Site, 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’s Rockdale-based subsidiaries. These risks could impact Rhodium’s ability 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 Rhodium paying for electricity it does not use.

Further, 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 suppl