Greenidge Generation Holdings Inc-A美股招股说明书(2026-07-09版)

$200,000,000 CLASS A COMMON STOCKPREFERRED STOCKDEBT SECURITIESWARRANTSRIGHTSUNITS From time to time, we may offer and sell any combination of the securities described in this prospectus in one or moreofferings. The securities we may offer may be convertible into or exercisable or exchangeable for other securities. We may offer thesecurities separately or together, in separate classes or series and in amounts, at prices and on terms that will be determined at the timethe securities are offered. This prospectus describes some of the general terms that may apply to these securities. Each time securities are sold, thespecific terms and amounts of the securities being offered, and any other information relating to the specific offering will be set forthin a supplement to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connectionwith these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change informationcontained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related freewriting prospectus, as well as any documents incorporated by reference, before you invest in any of the securities being offered. Thisprospectus may not be used to sell our securities unless accompanied by a prospectus supplement. Our shares of Class A common stock trade on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “GREE.” OnJuly 8, 2026, the closing price of our Class A common stock was $2.07. The applicable prospectus supplement will containinformation, where applicable, as to any other listing, if any, of the securities covered by the applicable prospectus supplement. We may offer and sell our securities to or through one or more underwriters, dealers and agents, or directly to purchasers, onan immediate, continuous or delayed basis. The names of any underwriters, dealers or agents and the terms of the arrangements withsuch entities will be stated in the accompanying prospectus supplement. See the sections of this prospectus entitled “About thisProspectus” and “Plan of Distribution” for more information. As of the date of this prospectus, the aggregate market value of our outstanding Class A common stock held by non-affiliatesis approximately $27,511,641, which is calculated based on 13,290,648 outstanding shares of Class A common stock held by non-affiliates and a price of $2.07 per share, the closing price of our Class A common stock on July 8, 2026, which is the highest closingsale price of our Class A common stock on Nasdaq within the 60 days prior to the date of this prospectus. Pursuant to GeneralInstruction I.B.6 of Form S-3, in no event will we sell securities pursuant to this prospectus with a value of more than one-third of theaggregate market value of our Class A common stock held by non-affiliates in any 12-month period, so long as the aggregate marketvalue of our Class A common stock held by non-affiliates is less than $75 million. During the prior 12 calendar month period endingon and including the date hereof, we have not sold any securities pursuant to General Instruction I.B.6 to Form S-3. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertaintiesreferenced under the heading “Risk Factors” on page 6 of this prospectus as well as those contained in the applicable prospectussupplement and any related free writing prospectus, and in the other documents that are incorporated by reference into thisprospectus or the applicable prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is July 8, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiABOUT THE COMPANY1RISK FACTORS6CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS7USE OF PROCEEDS8DESCRIPTION OF OUR CAPITAL STOCK9DESCRIPTION OF OUR DEBT SECURITIES8DESCRIPTION OF OUR WARRANTS20DESCRIPTION OF OUR RIGHTS24DESCRIPTION OF OUR UNITS25PLAN OF DISTRIBUTION26LEGAL MATTERS28EXPERTS28WHERE YOU CAN FIND MORE INFORMATION28INCORPORATION OF CERTAIN INFORMATION BY REFERENCE29 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), using a “shelf” registration process. Under the shelfregistration process, we may from time to time, offer and sell to the public any or all of the securities described in this prospectus inone or more offerings for an aggregate offering amount of up to $200,000,000. Before purchasing any securities, you should read thisprospectus and any applicable prospectus supplement together with the additional information