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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 21, 2025
Greenidge Generation Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
|
001-40808 |
|
86-1746728 |
| (State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
| of Incorporation) |
|
File Number) |
|
Identification No.) |
| 1159 Pittsford-Victor Road, Suite 240, Pittsford, New York |
|
14534 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code (315) 536-2359
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A common stock, par value $0.0001 |
|
GREE |
|
The Nasdaq Global Select Market |
| 8.50% Senior Notes due 2026 |
|
GREEL |
|
The Nasdaq Global Select Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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 13(a) of the Exchange Act.
Item 1.01 – Entry into a Material Definitive Agreement.
On July 21, 2025, Greenidge
Generation Holdings Inc. (the “Company”) issued New Notes (defined below) in connection with its completed offer to exchange
and to purchase, in separate concurrent offers, at the election of each holder, and subject the Cash Payment Limit described below, its
outstanding 8.50% Senior Notes due 2026 (the “Old Notes”) held by holders for:
| (i) | A new series of 10.00% Senior Notes due 2030 (the “New Notes”), in an amount equal to $11.00
principal amount of New Notes for each $25.00 principal amount of Old Notes exchanged (the “Exchange Option”); or |
| (ii) | Cash, in an amount equal to $8.50 for each $25.00 principal amount of Old Notes tendered, provided that
if the holder elects to tender on or before the Early Tender Date, then cash in the amount equal to $9.00 (the “Early Tender Premium”)
for each of the $25.00 principal amount of Old Notes tendered (the “Tender Option”). As the cash required to purchase all
of the Old Notes tendered under the Tender Option exceeded $3.2 million (the “Cash Payment Limit”), we accepted the Old Notes
tendered for purchase with an approximate proration factor of 50%. |
The Exchange Option and the
Tender Option are referred to collectively as the “Tender/Exchange Offer.” The New Notes were issued to holders of Old Notes
that tendered such Old Notes pursuant to the Exchange Option in the Tender/Exchange Offer.
The New Notes were issued
pursuant to the second supplemental indenture (the “Second Supplemental Indenture”), dated as of July 21, 2025, between
the Company and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”). The Second Supplemental Indenture supplements
the indenture entered into by and between the Company and the Trustee, dated as of October 13, 2021 (the “Base Indenture”
and, together with the Second Supplemental Indenture, the “Indenture”).
Interest on the New Notes
accrues at an annual rate equal to 10.00% from and including July 21, 2025 to, but excluding, the maturity date or earlier acceleration
or redemption and is payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, beginning on December
31, 2025 and at maturity, to the holders of record at the close of business on the immediately preceding March 31, June 30, September
30 and December 31 (and June 15 immediately preceding the maturity date), as applicable (whether or not a business day).
The New Notes may be redeemed
for cash in whole or in part at any time at the Company’s option (i) on or after July 31, 2026 and prior to July 31, 2027,
at a price equal to 102% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption, (ii) on
or after July 31, 2027 and prior to July 31, 2028, at a price equal to 101% of their principal amount, plus accrued and unpaid interest
to, but excluding, the date of redemption, and (iii) on or after July 31, 2028 and prior to maturity, at a price equal to 100% of
their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption. The New Notes may be redeemed for
cash in whole but not in part at the Company’s option at any time within 90 days of the occurrence of a Change of Control (as defined
in the Second Supplemental Indenture), at a price equal to 100.5% of their principal amount, plus accrued and unpaid interest to, but
excluding, the date of redemption. Redemption shall be upon notice not fewer than 10 days and not more than 60 days prior to the date
fixed for redemption. Notices of redemption may be subject to satisfaction or waiver of one or more conditions precedent specified in
the notice of redemption.
The Indenture also contains
customary event of default and cure provisions. If an uncured default occurs and is continuing, the Trustee or the holders of not less
than 25% in aggregate principal amount of the New Notes may declare the New Notes to be immediately due and payable.
The New Notes are senior unsecured
obligations of the Company and rank equal in right of payment with the Company’s existing and future senior unsecured indebtedness.
The foregoing description
of the Indenture and the New Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the
Indenture and the form of Note. Copies of the Base Indenture, the Second Supplemental Indenture and the form of Note are attached to this
Current Report on Form 8-K as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated herein by reference.
Item 2.03 – Creation of a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information regarding
the New Notes, the Indenture and the Promissory Note set forth in Item 1.01 is incorporated herein by reference.
Item 9.01 – Financial Statements
and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| |
|
|
| 4.1 |
|
Indenture dated as of October 13, 2021 between Greenidge Generation Holdings Inc. and Wilmington Savings Fund Society, FSB, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on October 13, 2021). |
| 4.2 |
|
Second Supplemental Indenture dated as of July 21, 2025 between Greenidge Generation Holdings Inc. and Wilmington Savings Fund Society, FSB, as trustee. |
| 4.3 |
|
Form of 8.50% Senior Note due 2026 (included as Exhibit A to Exhibit 4.2 above). |
| 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/ Jordan Kovler |
| |
|
Name: |
Jordan Kovler |
| |
|
Title: |
Chief Executive Officer |
Date: July 21, 2025
