Amendment: SEC Form SCHEDULE 13D/A filed by Greenidge Generation Holdings Inc.
$GREE
Finance: Consumer Services
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
Greenidge Generation Holdings Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
39531G100 (CUSIP Number) |
Michael O'Donnell, Esq. Atlas FRM LLC, 100 Northfield Street Greenwich, CT, 06830 (203) 622-9138 Steven A. Seidman, Esq. Willkie Farrr & Gallagher LLP, 787 Seventh Avenue New York, NY, 10019-6099 (212) 728-8000 Mark A. Cognetti, Esq. Willkie Farr & Gallagher LLP, 787 Seventh Avenue New York, NY, 10019-6099 (212) 728-8000 Laura H. Acker, Esq. Willkie Farr & Gallagher LLP, 787 Seventh Avenue New York, NY, 10019-6099 (212) 728-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/02/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 39531G100 |
| 1 |
Name of reporting person
Atlas Capital Resources (A9) LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,619,315.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(8), (10), (11) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer other than the Common Stock of the Issuer owned directly by such reporting person.
(8), (10), (11) Represents 1,920,265 shares of the Issuer's Class B Common Stock, which are convertible at any time at the option of the holder into an equal number of shares of the Issuer's Class A Common Stock, and 699,050 shares of the Issuer's Class A Common Stock.
(13) Based on 12,765,741 shares of Class A Common Stock outstanding as of June 30, 2025 according to information provided by the Issuer and assuming conversion of all of the 2,680,030 shares of Class B Common Stock beneficially owned by the Reporting Persons in the aggregate.
SCHEDULE 13D
|
| CUSIP No. | 39531G100 |
| 1 |
Name of reporting person
Atlas Capital Resources (A9-Parallel) LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
940,520.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(8), (10), (11) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer other than the Common Stock of the Issuer owned directly by such reporting person.
(8), (10), (11) Represents 689,512 shares of the Issuer's Class B Common Stock, which are convertible at any time at the option of the holder into an equal number of shares of the Issuer's Class A Common Stock, and 251,008 shares of the Issuer's Class A Common Stock.
(13) Based on 12,765,741 shares of Class A Common Stock outstanding as of June 30, 2025 according to information provided by the Issuer and assuming conversion of all of the 2,680,030 shares of Class B Common Stock beneficially owned by the Reporting Persons in the aggregate.
SCHEDULE 13D
|
| CUSIP No. | 39531G100 |
| 1 |
Name of reporting person
Atlas Capital Resources (P) LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
95,828.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(8), (10), (11) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer other than the Common Stock of the Issuer owned directly by such reporting person.
(8), (10), (11) Represents 70,253 shares of the Issuer's Class B Common Stock, which are convertible at any time at the option of the holder into an equal number of shares of the Issuer's Class A Common Stock, and 25,575 shares of the Issuer's Class A Common Stock.
(13) Based on 12,765,741 shares of Class A Common Stock outstanding as of June 30, 2025 according to information provided by the Issuer and assuming conversion of all of the 2,680,030 shares of Class B Common Stock beneficially owned by the Reporting Persons in the aggregate.
SCHEDULE 13D
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| CUSIP No. | 39531G100 |
| 1 |
Name of reporting person
GGH Bridge Investment LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
199,048.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(8), (10), (11) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer other than the Common Stock of the Issuer owned directly by such reporting person.
(8), (10), (11) Shares of the Issuer's Class A Common Stock.
(13) Based on 12,765,741 shares of Class A Common Stock outstanding as of June 30, 2025 according to information provided by the Issuer and assuming conversion of all of the 2,680,030 shares of Class B Common Stock beneficially owned by the Reporting Persons in the aggregate.
SCHEDULE 13D
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| CUSIP No. | 39531G100 |
| 1 |
Name of reporting person
Atlas Capital GP LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,774,711.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(8), (10), (11) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer other than the Common Stock of the Issuer owned directly by such reporting person.
(8), (10), (11) Represents 2,680,030 shares of the Issuer's Class B Common Stock, which are convertible at any time at the option of the holder into an equal number of shares of the Issuer's Class A Common Stock, and 1,094,681 shares of the Issuer's Class A Common Stock.
(13) Based on 12,765,741 shares of Class A Common Stock outstanding as of June 30, 2025 according to information provided by the Issuer and assuming conversion of all of the 2,680,030 shares of Class B Common Stock beneficially owned by the Reporting Persons in the aggregate.
SCHEDULE 13D
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| CUSIP No. | 39531G100 |
| 1 |
Name of reporting person
Atlas Capital Resources GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,774,711.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(8), (10), (11) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer other than the Common Stock of the Issuer owned directly by such reporting person.
(8), (10), (11) Represents 2,680,030 shares of the Issuer's Class B Common Stock, which are convertible at any time at the option of the holder into an equal number of shares of the Issuer's Class A Common Stock, and 1,094,681 shares of the Issuer's Class A Common Stock.
(13) Based on 12,765,741 shares of Class A Common Stock outstanding as of June 30, 2025 according to information provided by the Issuer and assuming conversion of all of the 2,680,030 shares of Class B Common Stock beneficially owned by the Reporting Persons in the aggregate.
SCHEDULE 13D
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| CUSIP No. | 39531G100 |
| 1 |
Name of reporting person
Andrew M. Bursky | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,774,711.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(8), (10), (11) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer other than the Common Stock of the Issuer owned directly by such reporting person.
(8), (10), (11) Represents 2,680,030 shares of the Issuer's Class B Common Stock, which are convertible at any time at the option of the holder into an equal number of shares of the Issuer's Class A Common Stock, and 1,094,681 shares of the Issuer's Class A Common Stock.
(13) Based on 12,765,741 shares of Class A Common Stock outstanding as of June 30, 2025 according to information provided by the Issuer and assuming conversion of all of the 2,680,030 shares of Class B Common Stock beneficially owned by the Reporting Persons in the aggregate.
SCHEDULE 13D
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| CUSIP No. | 39531G100 |
| 1 |
Name of reporting person
Timothy J. Fazio | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,774,711.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(8), (10), (11) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer other than the Common Stock of the Issuer owned directly by such reporting person.
(8), (10), (11) Represents 2,680,030 shares of the Issuer's Class B Common Stock, which are convertible at any time at the option of the holder into an equal number of shares of the Issuer's Class A Common Stock, and 1,094,681 shares of the Issuer's Class A Common Stock.
(13) Based on 12,765,741 shares of Class A Common Stock outstanding as of June 30, 2025 according to information provided by the Issuer and assuming conversion of all of the 2,680,030 shares of Class B Common Stock beneficially owned by the Reporting Persons in the aggregate.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Greenidge Generation Holdings Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1159 Pittsford-Victor Road, Suite 240, Pittsford,
NEW YORK
, 14534. | |
Item 1 Comment:
This Amendment No. 2 ("Amendment No. 2") amends the Schedule 13D filed on January 31, 2023 (the "Original Schedule 13D" and, as amended, the "Schedule 13D"), as supplemented by that Amendment No.1, filed on January 24, 2025, and relates to Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of Greenidge Generation Holdings Inc., a Delaware corporation (the "Issuer"), having its principal executive offices at 1159 Pittsford-Victor Road, Suite 240, Pittsford, New York 14534. The Schedule 13D remains in full force and effect, except as specifically amended by this Amendment No. 2. Capitalized terms used but not otherwise defined shall have the respective meanings ascribed to such terms in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the Original Schedule 13D (other than the last paragraph thereof) is hereby amended and restated in its entirety as follows:
(a) This Schedule 13D is filed jointly by:
(i) Atlas Capital Resources (A9) LP, a Delaware limited partnership ("ACR9"), the direct beneficial owner of 699,050 shares of Class A Common Stock of the Issuer, and 1,920,265 shares of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock") of the Issuer;
(ii) Atlas Capital Resources (A9-Parallel) LP, a Delaware limited partnership ("ACR Parallel"), the direct beneficial owner of 251,008 shares of Class A Common Stock of the Issuer and 689,512 shares of Class B Common Stock of the Issuer;
(iii) Atlas Capital Resources (P) LP, a Delaware limited partnership ("ACR P"), the direct beneficial owner of 25,575 shares of Class A Common Stock of the Issuer and 70,253 shares of Class B Common Stock of the Issuer;
(iv) GGH Bridge Investment LP, a Delaware limited partnership ("GGH LP"), the direct beneficial owner of 119,048 shares of Class A Common Stock of the Issuer;
(v) Atlas Capital GP LP, a Delaware limited partnership ("ACR GPLP"), the general partner of ACR9, ACR Parallel, ACR P and GGH LP;
(vi) Atlas Capital Resources GP LLC, a Delaware limited liability company ("ACR GP"), the general partner of ACR GPLP;
(vii) Andrew M. Bursky and Timothy J. Fazio, each a United States citizen and a Managing Partner of ACR GP, each of whom may be deemed to control ACR GP, ACR GPLP, ACR9, ACR Parallel, ACR P, and GGH LP.
Each of Messrs. Bursky and Fazio, together with ACR GP, ACR GPLP, ACR9, ACR Parallel, ACR P and GGH LP are sometimes collectively referred to herein as the "Reporting Persons" and each individually as a "Reporting Person."
Each Reporting Person expressly disclaims beneficial ownership with respect to any Class A Common Stock and Class B Common Stock of the Issuer, other than the Class A Common Stock or the Class B Common Stock of the Issuer, as applicable, owned directly by such Reporting Person. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedule 13D is hereby amended and supplemented to include the following:
Pursuant to the Equity Interest Payment Agreement (the "Payment Agreement"), dated as of January 24, 2025, by and between the Issuer and certain of the Reporting Persons (collectively, "Atlas"), (i) on April 8, 2025, the Issuer made an interest payment to Atlas in an amount equal to $119,205 in the form of 90,954 shares of Class A Common Stock and (ii) on July 2, 2025, the Issuer made an interest payment to Atlas in an amount equal to $162,322 in the form of 131,937 shares of Class A Common Stock. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained on the cover pages of this Schedule 13D is incorporated by reference. All percentages of Class A Common Stock outstanding contained herein are based on 12,765,741 shares of Class A Common Stock outstanding as of June 30, 2025, according to information provided by the Issuer and assume conversion of all of the 2,680,030 shares of Class B Common Stock beneficially owned by the Reporting Persons in the aggregate.
(a) and (b)
In the aggregate, the Reporting Persons beneficially own, as of the date hereof, 3,774,711 shares of Class A Common Stock (assuming the conversion of all of the 2,680,030 Shares of Class B Common Stock beneficially owned by the Reporting Persons in the aggregate), representing in the aggregate approximately 24.2% of the outstanding shares of Class A Common Stock (assuming conversion of all of the 2,680,030 Shares of Class B Common Stock beneficially owned by the Reporting Persons in the aggregate).
(i) ACR9 has shared voting and dispositive power over 1,920,265 shares of Class B Common Stock and 699,050 shares of Class A Common Stock, representing approximately 16.8% of the outstanding shares of Class A Common Stock on an as-converted basis;
(ii) ACR Parallel has shared voting and dispositive power over 689,512 shares of Class B Common Stock and 251,008 shares of Class A Common Stock, representing approximately 6.0% of the outstanding shares of Class A Common Stock on an as-converted basis;
(iii) ACR P has shared voting and dispositive power over 70,253 shares of Class B Common Stock and 25,575 shares of Class A Common Stock, representing approximately 0.6% of the outstanding shares of Class A Common Stock on as as-converted basis;
(iv) GGH LP has shared voting and dispositive power of 119,048 shares of Class A Common Stock, representing approximately 0.8% of the outstanding shares of Class A Common Stock;
(v) ACR GPLP, by virtue of its status as the general partner of each of ACR9, ACR Parallel, ACR P and GGH LP, has shared voting and dispositive power of 1,094,681 shares of Class A Common Stock and 2,680,030 shares of Class B Common Stock, representing in the aggregate approximately 24.2% of the outstanding shares of Class A Common Stock on an as-converted basis;
(vi) ACR GP, by virtue of its status as the general partner of ACR GPLP, has shared voting and dispositive power of 1,094,681 shares of Class A Common Stock and 2,680,030 shares of Class B Common Stock, representing in the aggregate approximately 24.2% of the outstanding shares of Class A Common Stock on an as-converted basis;
(vii) each of Messrs. Bursky and Fazio, by virtue of his status as a Managing Partner of ACR GP, has shared voting and dispositive power of 1,094,681 shares of Class A Common Stock and 2,680,030 shares of Class B Common Stock, representing in the aggregate approximately 24.2% of the outstanding shares of Class A Common Stock on an as-converted basis.
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| (b) | See above for (a) and (b). | |
| (c) | Except as described in Item 3 of this Schedule 13D, the Reporting Persons have not effected any transaction with respect to the Common Stock in the past 60 days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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