Greenidge Generation Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Finance: Consumer Services
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Item 1.01 – Entry into a Material Definitive Agreement. | ||
On November 26, 2025, 300 Jones Road LLC, a wholly owned subsidiary of Greenidge Generation Holdings Inc. (collectively with each of its affiliates, the “Company”), entered into a Purchase and Sale Agreement and Joint Escrow Instructions (as amended, the “Purchase Agreement”) with 300 Jones Road Associates LLC (the “Purchaser”), an affiliate of Lightstone Parent LLC (the “Guarantor”) and LightHouse Data Centers LLC, pursuant to which the Company has agreed to sell to the Purchaser two parcels of land totaling approximately 152 acres located in Spartanburg, South Carolina (the “Property”) and to assign to the Purchaser the Company’s rights to 60 megawatts (“MW”) of electrical service (the “Initial Load”), which is expected to be made available to the Property in September 2026 (the “Transaction”), for the following consideration: (i) $18.0 million in cash (subject to upward adjustment for certain expenses incurred by the Company in connection with its design, development and construction of a 60 MW substation to be located on the Property) (as so adjusted, the “Initial Purchase Price”) payable by the Purchaser to the Company on the Closing Date (as defined below); and (ii) the Company’s right to receive future cash payments from the Purchaser, not to exceed an additional $18.0 million in the aggregate, conditioned upon the availability of additional electrical capacity to the Property in excess of the Initial Load prior to December 31, 2030 (such payments, the “Success Payments”).
Pursuant to the terms of the Purchase Agreement, any Success Payments will be made by the Purchaser to the Company no later than three months after any such additional energization in excess of the Initial Load at a rate of $180,000 per MW. As security for the Purchaser’s obligations to make any Success Payments owed to the Company, the Guarantor delivered to the Company an irrevocable guarantee pursuant to a Joinder executed concurrently with the Purchase Agreement.
The Transaction is expected to close on the later of (i) December 11, 2025 and (ii) the date that is two business days following the delivery of certain executed documentation from the local utility provider required to effectuate the assignment of the Initial Load to the Purchaser (such later date, the “Closing Date”). To secure the Purchaser’s performance obligations under the Purchase Agreement, the Purchaser has deposited into escrow a non-refundable deposit of $1.5 million, which will be applied to the Initial Purchase Price at closing.
Each of the Company and the Purchaser has made customary representations and warranties in the Purchase Agreement, and the Company has agreed to customary covenants regarding the operation of the Property. The consummation of the Transaction is subject to customary closing conditions, including, without limitation: (i) delivery of customary closing deliverables (including special warranty deed, general assignments, authority certificates, tax affidavits and closing statements); (ii) payment of the Initial Purchase Price (inclusive of the $1.5 million escrow deposit); (iii) the title company’s irrevocable commitment to issue an owner’s title policy for the Initial Purchase Price, subject to certain permitted exceptions; and (iv) delivery of the executed documentation from the local utility provider necessary to effectuate the assignment of the Initial Load to the Purchaser.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in its entirety herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This report, including Exhibit 10.1 furnished herewith, includes certain statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. These forward-looking statements involve uncertainties that could significantly affect the Company’s financial or operating results. These forward-looking statements may be identified by terms such as “anticipate,” “believe,” “continue,” “foresee,” “expect,” “intend,” “plan,” “may,” “will,” “would,” “could,” and “should,” and the negative of these terms or other similar expressions. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Forward-looking statements in this report include, among other things, the timing and completion of the Transaction, the satisfaction of the closing conditions to the Transaction and the Company’s receipt of Success Payments pursuant to the Purchase Agreement, as well as the business plan, business strategy and operations of the Company in the future. In addition, all statements that address operating performance and future performance, events or developments that are expected or anticipated to occur in the future are forward looking statements. Forward-looking statements are subject to a number of risks, uncertainties and assumptions. Matters and factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include but are not limited to the matters and factors described under the heading “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as may be amended from time to time, its subsequently filed Quarterly Reports on Form 10-Q and its other filings with the Securities and Exchange Commission. Consequently, all of the forward-looking statements made in this report are qualified by the information contained under this caption. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements in this report. You should not put undue reliance on forward-looking statements. No assurances can be given that any of the events anticipated by the forward-looking statements
will transpire or occur, or if any of them do occur, the actual results, performance, or achievements of the Company could differ materially from the results expressed in, or implied by, any forward-looking statements. All forward-looking statements speak only as of the date of this report and, unless otherwise required by federal securities law, the Company does not assume any duty to update or revise any forward-looking statements included in this report, whether as a result of new information, the occurrence of future events, uncertainties or otherwise, after the date of this report.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 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. | |||||
By: | /s/ Bachar Mahmoud | ||||
Name: | Bachar Mahmoud | ||||
Title: | General Counsel and Corporate Secretary | ||||
Date: December 1, 2025