Greenidge Generation Holdings Inc.

Item 1A. Risk Factors

In evaluating our company and our business, you should carefully consider the risks and uncertainties described in Part I, Item 1A, Risk Factors in our most recent Annual Report on Form 10-K together with updates to those risk factors or new risk factors contained in this Quarterly Report on Form 10-Q below and any other information in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the related notes and in the section titled Managements Discussion and Analysis of Financial Condition and Results of Operations. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on our business, reputation, revenue, financial condition, results of operations and future prospects, in which case the market price of our common stock could decline. Unless otherwise indicated, reference in this section and elsewhere in this Quarterly Report on Form 10-Q to our business being adversely affected, negatively impacted or harmed will include an adverse effect on, or a negative impact or harm to, our business, reputation, financial condition, results of operations, revenue and our future prospects. The material and other risks and uncertainties included in our Annual Report on Form 10-K, summarized above in this Quarterly Report on Form 10-Q and described below are not intended to be exhaustive and are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. This Quarterly Report on Form 10-Q also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below. Certain statements in the Risk Factors below are forward-looking statements. See the section titled Cautionary Statement Regarding Forward-Looking Statements.

Our business is subject to numerous risks and uncertainties, which illuminate challenges that we face in connection with the successful implementation of our strategy and the growth of our business. Our business, prospects, financial condition or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. There have been no material changes to the risk factors identified in our most recent Annual Report on Form 10-K, other than as set forth below.

Our Class A Because our current projected operating cash flows are not sufficient in the long term to meet our existing long-term debt obligations, an investment in our common stock has recently been subject to Nasdaq delistis highly speculative. Holders of our common stock could suffer a total loss of their investment.

The ability to meet our existing long-term debt obligations is dependent upon generating profitable operations, obtaining necessary financing to meet our obligations, repaying our liabilities when they come due and/or successfully executing on our debt restructuring proceeefforts. Our operating cash flows are affected by several factors includings. While we ha the price of bitcoin and cost of electricity and natural gas and emissions credits. During the years ended December 31, 2023 and 2024, we took certain actions to improve our liquidity, including the settlement of our debt with NYDIG, selling the South Carolina Facility, entering into a definitive previously regained compliance with Nasdaqs lagreement to sell the remaining 152 acres in South Carolina to Data Journey, completing an equity financing with Armistice, and executing certain privately negotiated debt-for-equity exchange agreements. See BusinessCorporate History and Structure, and Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources in our Annual Report on Form 10-K for the year ended December 31, 2024. During the six months ended June 30, 2025, we took additional actions to improve our liquidity, including executing certain privately negotiated debt-for-equity exchange agreements and completing the Tender/Exchange Offer. See Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources in this Quarterly Report on Form 10-Q.

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Dependisting reng on our assumptions regarding the timing of and our ability to achieve more normalized levels of operating revenue, the estimated amount of requirements, there d liquidity will vary significantly. Similarly, while bitcoin prices have risen in the fourth quarter of 2024 and remain relatively high as of the second quarter of 2025, we cannot predict if bitcoin prices will continue to rise or remain at recent levels, or volatility in energy costs. While we continue to work to implement the options to improve liquidity, we can provide no assurance that these efforts will be no assurance that we will regain compliance with successful. Our ability to successfully implement these options could be negatively impacted by items outside of our control, in particular, significant decreases in the price of bitcoin, regulatory changes concerning cryptocurrency, ongoing adjudicatory proceedings with respect to the New York Facilitys Title V Air Permit, increases in energy costs or other macroeconomic conditions. There is uncertainty regarding our financial condition in the long term if we are not able to increase our current projected operating cash flows sufficiently.

Our Class A common stock has recently been subject to Nasdaq's continu delisting proceedings. While we have regained liscompliance with Nasdaqs listing requirements or, there can be no assurance that our Class A common stock will not be subject to delisting proceedings in the future. The delisting of our shares could negatively affect us and the price and liquidity of our Class A common stock. 

Compliance with certain Nasdaq listing requirements depends upon the price of our Class A common stock, which may be impacted by market factors not within our control. We have previously received and resolved noncompliance notices from the Nasdaq listing qualifications department but can provide no assurance that we will be able to continue to maintain compliance with Nasdaqs listing requirements in the future.

On March 26, 2025, we received a letter from the Nasdaq listing qualifications department notifying us that for the prior 30 consecutive business days, our Market Value of Publicly Held Shares ("MVPHS") VPHS had been below the listing requirement of $15 million. The On July 21, 2025, we received written notice from Nasdaq rules providenotifying us with an initial compliance period of 180 calendar days tothat the staff had determined that for the 12 consecutive business days preceding July 21, 2025, the MVPHS had been $15,000,000 or greater. Accordingly, we regained compliance with theNasdaqs minimum MVPHS rebid price requirement. We can provide no assurance of our ability to take the appropriate actions within the 180 day cure perio for continued listing on The Nasdaq Global Select Market, and the staff indicated to regain compliance with Nasdaq listing requirementshat the matter was closed.

On April 9, 2025, we received a letter from the Nasdaq listing qualifications department notifying us that for the prior 30 consecutive business days, the bid price for the Companysour Class A common stock had closed below the listing

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requirement of $1.00 per share. TOn June 3, 2025, we received written notice from the Nasdaq rules providelisting qualifications department notifying us with an initial compliance period that the staff determined that for the 10 consecutive business days preceding June 3, 2025, the closing bid price of 180 calendar days to our Class A common stock had been at $1.00 per share or greater. Accordingly, we regained compliance with theNasdaqs minimum bid reprice requirement. We can provide no assurance of our ability to take  for continued listing on The Nasdaq Global Select Market, and the appropristaff indicate actions within the 180 day cure period to regain compliance d that the matter was closed.

Notwith Nasdaq lististanding requirements.

If Nasdaq deliststhe foregoing, if our Class A common stock from trading on its exchangewere to be delisted from Nasdaq and we are not able to list our Class A common stock on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including, among other things: decreasing availability of market quotations for our Class A common stock; resulting in a determination that our Class A common stock is a penny stock which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; reducing the liquidity and market price of our Class A common stock; reducing the number of investors willing to hold or acquire our Class A common stock, which could negatively impact our ability to raise equity financing; limiting our ability to issue additional securities or obtain additional financing in the future; decreasing the amount of news and analyst coverage of us; and causing us reputational harm with investors, our employees, and parties conducting business with us.

Our issuWe may not have sufficient resources to repay our Senior Notes upon their maturity in October 2026, and the incurrence of additional indebtedness, including the issuance of a significant numour New Notes, increases the risks we face in meeting our debt obligations.

As of June 30, 2025, prior to the conclusion of our Tender/Exchange Offer on July 21, 2025, we had $58.3 million of the Senior Notes outstanding, all of which was unsecured. In connection with the Tender/Exchange Offer, we issued New Notes in an aggregate principal amount of $2.2 million, all of which is also unsecured. Following the completion of the Tender/Exchange Offer, we had $44.6 million in aggregate principal amount of Senior Notes outstanding and $2.2 million in aggregate principal amount of New Notes outstanding. Given our current financial condition and liquidity position, we may not have sufficient resources to repay the Senior Notes, in whole or in part, upon their maturity on October of 31, 2026, and our ability to earlier redeem or repurchase the Senior Notes, is uncertain. The indentures for the Senior Notes

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additional shares of nd the New Notes do not limit the amount of indebtedness that we or our subsidiaries may issue. As a result, we and our subsidiaries may be able to incur significant additional indebtedness, which would increase the risks associated with our debt obligations and could impair our ability to meet the repayment obligations under both the Senior Notes and the New Notes. If we incur any additional debt that is secured, the holders of that debt will be entitled to share in the proceeds distributed in connection with any enforcement against the collateral or an insolvency, liquidation, reorganization, dissolution, or other winding-up of the applicable obligor prior to applying any such proceeds to the Senior Notes and the New Notes.

An active trading market for our New Notes may not be sustained, which could limit the market price of the New Notes or your ability to sell them.

On July 21, 2025, we issued $2.2 million in aggregate principal amount of New Notes on July 21, 2025 following the conclusion of our Tender/Exchange Offer. As of the filing date of this report, we intend to list the New Notes subject to applicable listing requirements, however, we cannot provide any assurances that an active trading market will develop for the New Notes or that you will be able to sell your New Notes. If the New Notes are traded after their initial issuance, they may trade at a discount from their initial offering price depending on prevailing interest rates, the market for similar securities, our credit ratings, general economic conditions, our financial condition, performance and prospects and other factors. Accordingly, we cannot assure you that a liquid trading market for the New Notes will be sustained, that you will be able to sell your New Notes at a particular time or that the price you receive when you sell will be favorable. To the extent an active trading market is not sustained, the liquidity and trading price for the New Notes may be harmed. Accordingly, you may be required to bear the financial risk of an investment in the New Notes for an indefinite period of time. In addition, there may be a limited number of buyers when you decide to sell your New Notes. This may affect the price, if any, offered for your New Notes or your ability to sell your New Notes when desired or at all.

Our issuance of a significant number of additional shares of Class A common stock in connection with any future financings, acquisitions, investments, commercial arrangements, under our stock incentive plans, or otherwise will dilute all other shareholders and our stock price could decline as a result.

In July 2024, we entered into the Common Stock Purchase Agreement with B. Riley Principal II pursuant to which we issued an aggregate of 7,300,000 shares of Class A common stock for a 36-month period beginning on the Effective Date. We issued 1,595,855 shares under the Common Stock Purchase Agreement through the date of filing.

In 2022, we entered into the ATM Agreement with B. Riley, pursuant to which we issued an aggregate of 4,167,463 shares of Class A common stock through the date of filing.

In December 2023, we entered into the Equity Exchange Agreement with Infinite Reality under which we issued 180,000 shares of Class A common stock, and a one-year warrant to purchase 180,000 shares of Class A common stock.

In February 2024, we entered into the Armistice SPA, pursuant to which we issued 450,300 shares of Class A common stock as SPA Shares, the Pre-Funded Warrant to purchase 810,205 shares of Class A common stock, which has been exercised in full, and the Armistice Warrant to purchase up to 1,260,505 shares of Class A common stock. We may continue to raise capital by selling shares of Class A common stock, or instruments convertible or exercisable for Class A common stock, through future equity offerings.

In addition, we have issued equity compensation pursuant to our 2021 Equity Plan, as amended and restated, and are seeking approval by the Company's sreceived stockholders  approval to increase the number of shares of Class A common stock authorized for issuance thereunder by one million 1,000,000 at our 2025 annual meeting of stockholders to be held on June 17, 2025, and have issued certain inducement grants, and shares of Class A common stock to a related party in connection with the Equity Interest Payment Agreement, as described under Note 9, "Stockholders' DeficitEquity Interest Payment Agreement," Note 12 "Related Party TransactionsEquity Interest Payment Agreement" and Note 17, "Subsequent EventsEquity Interest Payment," and in exchange for our debt pursuant to certain privately negotiated exchange agreements, as described under Note 5, "Debt,"  and Note 9, "Stockholders' Deficit," and Note 17, Subsequent EventsExchange Agreements".

We cannot predict what effect, if any, actual or potential future sales of our Class A common stock will have on the market price of our Class A common stock. Sales of substantial amounts of our Class A common stock in the public market, or the perception that such sales could occur, could materially adversely affect the market price of our Class A common stock.

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A significant portion of our total outstanding shares of Class A common stock are or will be registered for resale or will become eligible for resale under Rule 144, and may be sold into the market in the future. This could cause the market price of our Class A common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of our Class A common stock could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Class A common stock.

As of the date of this filing, we have registered in a registration statement on Form S-1 up to 7,300,000 shares of Class A common stock issuable pursuant to the Common Stock Purchase Agreement that may be resold from time to time, over a 36-month period commencing on September 24, 2024, by B. Riley Principal II, in a registration statement on Form S-8 up

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to 307,684 shares of Class A common stock issuable upon the vesting and exercise of non-qualified stock option inducement grants, in twofour registration statements on Form S-8 an aggregate of up to 1,324,5322,583,111 shares of Class A common stock that may be delivered from time to time pursuant to past and future awards under our 2021 Equity Plan, as amended and restated, and in a registration statement on Form S-3 up to 2,521,010 shares of Class A common stock issuable pursuant to the SPA that may be resold from time to time by Armistice, and are seeking approval by our stockholders at our 2025 annual meeting of stockholders to be held on June 17, 2025 an amendment and restatement to our 2021 Equity Plan to increase the aggregate number of shares of Class A common stock that may be issued thereunder by one million, from 1,583,111 to 2,583,111. .

As the shares of Class A common stock registered or to be registered pursuant to these registration statements can be freely sold in the public market, the market price of our Class A common stock could decline if the stockholders sell their shares or are perceived by the market as intending to sell them.

In addition, we have issued 180,000 shares of Class A common stock and a one-year warrant to purchase 180,000 shares of Class A common stock to Infinite Reality as restricted securities in private placements under Section 4(a)(2) of the Securities Act, which shares became eligible for resale under Rule 144 under the Securities Act in June 2024, as well as shares of Class A common stock in exchange for our Senior Notes pursuant to certain privately negotiated exchange agreements, as described under Note 5, "Debt," Note 9, "Stockholders' Deficit," and Note 17, "Subsequent EventsExchange Agreements".

We may not have sufficient resources to repayhave material environmental liabilities, and costs of compliance with existing and new environmental laws could have a material adverse effect on us.

We and our Senior Notes uponaffiliates are subject to extensive environmental regulation by governmental authorities, including their maturity in October 2026 United States Environmental Protection Agency (the EPA), and we will face additional risks if westate environmental agencies such as the NYSDEC and/or attorneys general, and have material environmental liabilities, incur addiluding a coal combustion (CCR) residual indebtedness.

Asliability of $17.3 million as of MarchJune 30, 2025 and December 31, 2025, we had $66.74 associated with the closure of a coal ash point located on the New York Facility property and an environmental liability of $13.4 million as of the Senior June 30, 2025 and December 31, 2024 associated with the Lockwood Hills Landfill. See BusinessGovernmental RegulationEnvironmental Liability and Notes outstanding. Given our current financial condition a 10, Commitments and ContingenciesEnvironmental Liabilities, in the Notes to Consolidated Financial Statements. We may incur significant additional costs beyond those currently contemplated to comply with these regulatory requirements. If we fail to comply with these and future regulatory requirements, we could be forced to reduce or discontinue operations or become subject to administrative, civil, or criminal liabilities and lifines.

In 2015, EPA finalized federal regulations (the CCR Rule) that establish technical requiditrements for the disposal of CCR. The EPA subsequently positublished revision, we may not have sufficient resources to the CCR Rule, effective November 8, 2024 (the revised CCR regulations). The revised CCR regulations impose certain compliance and other obligations on certain previously unregulated CCR sites. The revised CCR regulations require, among other things, electric utilities and independent power producers to repay the Senior Notes, investigate and identify previously unregulated CCR sites and demonstrate that the sites were closed in whole or accordance with the closure performance standards in part, uponthe CCR Rule. Pursuant to the revised CCR regulations, their maturity  required investigation is conducted in phases, with the Phase 1 facility evaluation October 31report due on February 9, 2026, and our ability to earlier redeem or however, on July 22, 2025, EPA published for public comment a final rule (the Proposed Final Rule) providing that owners and operators may opt to submit the required facility evaluation repurchorts for each of Phase the Senior Notes, is uncertain. T1 and Phase 2 concurrently on the Phase 2 deadline of February 9, 2027 enumerated in the indenture for the Senior Notes does not lirevised CCR regulations. Any required closure obligation would commence on May 8, 2029, which pursuant to the Proposed Final Rule would be extended to August 8, 2030, unless exceptions apply that would defer the closure obligation to a permit the amount of indebtedness that we or our subsidiariting process. In accordance with the revised CCR regulations and the Proposed Final Rule, phased evaluations of the Lockwood Hills and Greenidge Generation facilities will be conducted to determine if any previously unregulated CCR sites must be addressed under the new regulation. We make no assurances may issue. As a result, we and our subsidiaries as to the status of any CCR sites at either facility that could be subject to regulation under the revised CCR regulations.

Additionally, the EPA has recently finalized or proposed several regulatory actions establishing new requirements for control of certain air emissions from certain sources, including electricity generation facilities. In the future, the EPA may balso propose able to incnd finalize additional regulatory actions that may adversely affect our signifiexisting generation facilities or our

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ability to cant additional indebtednesost-effectively develop new generation facilities. We can provide no assurance that the currently installed emissions control equipment at the natural gas-fueled generation facilities owned and operated by us will satisfy the requirements under any future EPA or state environmental regulations. If weFuture federal and our subsidiaries/or state regulatory actions could require us to install significant additional emissions control equipment, resulting inc potentially material costs of compliance for our new indebtedness, the related risks that we face wogeneration units, including capital expenditures, higher operating and fuel costs, and potential production curtailments. These costs could have a material adverse effect on our results of operations and financial condition.

Existing environmental regulations could be increasrevised or reinterpreted, and we may notnew laws and regulations could be able to meet all our debt obligdopted or become applicable to us or our facilities, and future changes in environmental laws and regulations could occur, including repaypotential regulatory and enforcement of the Senior Notes in 2026. Idevelopments related to air emissions, all of we incur anyhich could result in significant additional debt that is secured, costs beyond those currently contemplated to comply with existing requirements. Any of the holders of that debt wiforegoing could have a material adverse effect on our results of operations and financial condition.

We may not be able to obtain or maintain all berequired entitled to share in tvironmental regulatory approvals. For example, we continue to challenge NYSDECs efforts to the renewal of our Title V Air Permit for the proceeds dicontinued operation of our natural gas power generation facility in Torrey, New York in administributed in connection with any enforceative and state judicial proceedings. There can be no assurance that our efforts will be successful. If there is a delay in obtaining any required environment against the collateralal regulatory approvals, if we fail to obtain, maintain, or comply with any such approval, or if an approval is retroactively disallowed or an insolvency, liquidadversely modified, the operation of our generation facilities could be stopped, disrupted, curtailed, or modified or become subject to addition, reorganizal costs. Any such stoppage, disruption, curtailment, modification, dissolution, or other winding-up of the applicaor additional costs could have a material adverse effect on our results of operations and financial condition.

In addition, we may be responsible obligor prior to applying any such proceeds to for any on-site liabilities associated with the environmental condition of facilities that we have acquired, leased, developed, or sold, regardless of when the liabilities arose and whethe Senior Notes. Asr they are now known or unknown. In connection with certain acquisitions and sales of March 31, 2025, assets, we had $66.7 millimay obtain, or be required to provide, indemnification of indebtednesagainst certain environmental liabilities. Another party could, depending on the circumstances, all of which was unsecuredssert an environmental claim against us or fail to meet its indemnification obligation to us. Such event could have an adverse effect on our results of operations and financial condition.