UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 8, 2021, Greenidge Generation Holdings Inc. (the “Company”) entered into an Underwriting Agreement with B. Riley Securities, Inc. as representative (the “Representative”) of the several underwriters named therein (together with the Representative, the “Underwriters”), providing for, among other things, the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $50,000,000, in the aggregate, of the Company’s 8.50% Senior Notes due 2026 (the “Notes”). In addition, the Underwriting Agreement grants the Underwriters a 30-day option to purchase from the Company up to an additional $5,200,000 aggregate principal amount of the Notes. The Underwriting Agreement contains customary representations and warranties, agreements and obligations, and termination provisions.
The total net proceeds from the sale of the Notes are approximately $48,250,000 (after deducting underwriting discounts and commissions, but before other fees and estimated expenses). The Company intends to use the net proceeds from the Offering for general corporate purposes, including funding capital expenditures, future acquisitions, investments and working capital and repaying indebtedness.
The Notes were registered pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-259678), initially filed by the Company with the Securities and Exchange Commission (the “Commission”) on September 17, 2021, as amended by that Amendment No. 1 filed with the Commission on October 5, 2021 and declared effective by the Commission on October 8, 2021. The offering of the Notes is expected to close on October 13, 2021, subject to customary closing conditions.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
The Company has posted an updated corporate presentation to its website. The updated corporate presentation may be viewed on the Company’s website at www.greenidge.com, under the “Presentations” tab. The information contained on the Company’s website shall not be deemed part of this Current Report on Form 8-K.
This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, unless the Company specifically incorporates it by reference in a document filed under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended.
| Item 8.01 | Other Events. |
On October 8, 2021, the Company issued a press release announcing the pricing of the offering of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated October 8, 2021, between Greenidge Generation Holdings Inc. and B. Riley Securities, Inc., as representative of the several underwriters named therein | |
| 99.1 | Press Release, dated October 8, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| GREENIDGE GENERATION HOLDINGS INC. | ||||||
| Dated: October 12, 2021 | By: | /s/ Jeffrey E. Kirt | ||||
| Jeffrey E. Kirt | ||||||
| Chief Executive Officer | ||||||