As filed with the Securities and Exchange Commission on February 14, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
GREENIDGE GENERATION HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) | 86-1746728 (I.R.S. Employer Identification No.) |
| 590 Plant Road, Dresden, New York (Address of Principal Executive Offices) | 14441 (Zip Code) |
Second Amended and Restated 2021 Equity Incentive Plan
(Full title of the plan)
____________________________
Jordan Kovler
Chief Executive Officer
Greenidge Generation Holdings Inc.
590 Plant Road
Dresden, New York 14441
(315) 536-2359
(Name, address and telephone number, including area code, of agent for service)
____________________________
With a copy to:
| Kenneth M. Silverman |
| Olshan Frome Wolosky LLP |
| 1325 Avenue of the Americas |
| 15th Floor |
| New York, New York 10019 |
| Telephone: (212) 451-2300 |
____________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an 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. ☐
EXPLANATORY NOTE
This registration statement on Form S-8 is being filed by Greenidge Generation Holdings Inc. (the “Company”) for the purpose of registering an additional 700,000 shares of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), under the Company’s Second Amended and Restated 2021 Equity Incentive Plan, which was amended and restated, effective as of December 28, 2024, to increase the number of shares of Common Stock authorized for issuance thereunder by 700,000 shares. Each of the Company’s Registration Statements on Form S-8 (File Nos. 333-260257 and 333-272238) filed with the Securities and Exchange Commission (the “SEC”) on October 14, 2021 and May 26, 2023, respectively, is incorporated by reference herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required by Item 1 and Item 2 of Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be filed with the SEC either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in the registration statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents previously filed by the Company with the SEC under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items):
| · | Our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 10, 2024 (as amended by our Form 10-K/A, filed with the SEC on May 7, 2024); |
| · | Our Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2024, filed with the SEC on May 15, 2024, the fiscal quarter ended June 30, 2024, filed with the SEC on August 14, 2024, and the fiscal quarter ended September 30, 2024, filed with the SEC on November 7, 2024; |
| · | Our Current Reports on Form 8-K (only to the extent “filed” and not “furnished”) filed with the SEC on February 16, 2024, March 11, 2024, April 5, 2024, April 19, 2024, April 29, 2024, May 1, 2024, June 20, 2024, July 11, 2024, July 24, 2024, July 31, 2024 (as amended on August 1, 2024), August 1, 2024, August 16, 2024, August 20, 2024, September 9, 2024, October 15, 2024, October 28, 2024, October 29, 2024, November 15, 2024, November 18, 2024, December 4, 2024 and January 28, 2025; and |
| · | The description of our Common Stock contained in Exhibit 4.6 to our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 10, 2024. |
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this registration statement (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items), prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.
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Any statement contained in this registration statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained or incorporated by reference herein or in any subsequently filed document that is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
| Item 4. | Description of Securities. |
| Not applicable. |
| Item 5. | Interests of Named Experts and Counsel. |
| Not applicable. |
| Item 6. | Indemnification of Directors and Officers. |
Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation – a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal actions or proceedings, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action, and the DGCL requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The DGCL provides that it is not exclusive of other rights to indemnification that may be granted by a corporation’s bylaws, disinterested director vote, stockholder vote, agreement or otherwise.
Our second amended and restated certificate of incorporation, as amended, and amended and restated bylaws provide for indemnification of directors and officers to the fullest extent permitted by law, including payment of expenses in advance of resolution of any such matter.
We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification expenses such as attorneys’ fees, judgments, fines, and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
The foregoing summaries are qualified in their entirety by the terms and provisions of such arrangements.
| Item 7. | Exemption From Registration Claimed. |
| Not applicable. |
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| Item 8. | Exhibits. |
Exhibit | Exhibit Description |
| 4.1.1 |
|
| 4.1.2 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Greenidge Generation Holdings Inc., effective May 16, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on May 5, 2023). |
| 4.2 | Amended and Restated Bylaws of Greenidge Generation Holdings Inc. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-4 filed on July 16, 2021). |
| 4.3 | Second Amended and Restated 2021 Equity Incentive Plan (incorporated by reference to Annex A to the Definitive Information Statement on Form DEF 14C filed on November 18, 2024). |
| 5.1 | Opinion of Olshan Frome Wolosky LLP. |
| 23.1 | Consent of MaloneBailey, LLP. |
| 23.2 | Consent of Armanino LLP. |
| 23.3 | Consent of Olshan Frome Wolosky LLP (included in Exhibit 5.1). |
| 24.1 | Power of Attorney (included on the signature page hereto). |
| 107 | Filing Fee Table. |
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dresden, State of New York on February 14, 2025.
| GREENIDGE GENERATION HOLDINGS INC. | |||
| By: | /s/ Jordan Kovler | ||
| Name: | Jordan Kovler | ||
| Title: | Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jordan Kovler and Christian Mulvihill as his true and lawful attorney-in-fact, each acting alone, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact or their substitutes, each acting alone, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Jordan Kovler | Chief Executive Officer and Director | February 14, 2025 | ||
| Jordan Kovler | (Principal Executive Officer) | |||
| /s/ Christian Mulvihill | Chief Financial Officer | February 14, 2025 | ||
| Christian Mulvihill | (Principal Financial and Accounting Officer) | |||
| /s/ David Anderson | Chairman of the Board of Directors | February 14, 2025 | ||
| David Anderson | ||||
| /s/ George (Ted) Rogers | Vice Chairman of the Board of Directors | February 14, 2025 | ||
| George (Ted) Rogers | ||||
| /s/ Andrew M. Bursky | Director | February 14, 2025 | ||
| Andrew M. Bursky | ||||
| /s/ Timothy Fazio | Director | February 14, 2025 | ||
| Timothy Fazio | ||||
| /s/ David Filippelli | Director | February 14, 2025 | ||
| David Filippelli | ||||
| /s/ Jerome Lay | Director | February 14, 2025 | ||
| Jerome Lay | ||||
| /s/ Timothy Lowe | Director | February 14, 2025 | ||
| Timothy Lowe | ||||
| /s/ Michael Neuscheler | Director | February 14, 2025 | ||
| Michael Neuscheler | ||||
| /s/ Daniel Rothaupt | Director | February 14, 2025 | ||
| Daniel Rothaupt |
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