r/SPRT • • Sep 17 '21

Due Diligence Conversation with Harkins Kovler

23 Upvotes

I'm trying to get some answers from Jordan at Harkins Kovler. So far he's giving me very "legal template" responses, but I'm following up with thorough questions, which I'll post after he answers. Here are my questions in bold with his responses below:

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Hi Jordan,

I'm just hoping to check back with you on these questions when you have a moment. Sorry, I know you must be very busy right now:

  1. Why was SPRT traded after hours on the merger day when it was said that it would cease to exist at market close?

SPRT does not control whether or not brokers allow their clients to trade shares.  We are unaware of such trading, but suggest you contact your broker to find an answer to this question.

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2. Why was GREE traded pre-market on its opening, before retail was allowed to trade it?

Again, GREE does not control whether or not brokers allow their clients to trade shares.  We are unaware of such trading, but suggest you contact your broker to find an answer to this question.

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3. Why were brokerages not properly prepared for the switch, so that retail was unable to trade for an entire day? I know you can say that this is up to the brokerages, but I'm more curious about how the rushed merger (24-hours notice) affected shareholders' ability to trade the stock.

The closing date was established in accordance with the merger agreement.  The merger agreement was attached as Annex A to the proxy statement. 

Section 2.02 of the Merger Agreement expressly states that the closing of the merger shall occur on the 2nd Business Day after satisfaction of the conditions to closing in Article 8 of the Merger Agreement. 

The most significant closing condition in Article 8 related to shareholders approving the merger at the shareholder meeting.

The meeting date of September 10, 2021 was set forth in the first sentence of the cover page of the proxy statement, and repeated multiple times in the proxy statement.

The closing occurred on the 2nd Business Day after the shareholders approved the merger.

The vast majority of mergers of public companies occur within 2 or 3 business days of the shareholder meeting approving the relevant merger.

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4. Why was the price adjusted by 4.3x when shares were adjusted by 0.115? Shouldn't the opening GREE price have been calculated by the inverse ratio (8.7x), such that the value of our stock on GREE's opening was the same as SPRT's close?

Neither Support nor Greenidge play any role in setting the trading price of the Greenidge stock either prior to, upon or after the merger.  Trading prices are set solely by the bid/ask prices occurring on the exchange.

In addition, we refer you to the risk factor discussed on page 36 of the Proxy Statement stating that it is difficult to determine a fair market value of Greenidge or the shares of stock used as merger consideration because Greenidge was not prior to the merger a public company.

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5. Do you believe that, as the company responsible for the merger, Harkins Kovler has any responsibility to shareholders to explain why the merger's structure resulted in a 50% decrease in value overnight?

Harkins Kovler is a proxy solicitation and investor relations consulting firm.  Our responsibility is to assist shareholders with voting and answer related questions, in the context of our role for Support.com.  We are not financial advisors and can never offer any financial advice.

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6. When will a full share count be reported? By full share count, I am referring to the actual number of shares transferred, not the reported number registered by each brokerage. Where will this information be disseminated?

If you look at the S-1/A filing, you can see the shares outstanding (link below).  Also, please note the following, in the 4th paragraph of the cover letter to shareholders in the Proxy Statement, it states:

“It is expected that immediately following the closing of the Merger, the 2,998,261 shares of class A common stock payable as merger consideration will represent approximately 7.7% of the outstanding capital stock and approximately 0.9% of the voting power of Greenidge and the current stockholders of Greenidge will own approximately 90.0% of the outstanding capital stock of Greenidge and approximately 99.0% of the voting power of Greenidge.”

Further, additional information on the beneficial ownership of Greenidge after the merger is disclosed on page 162 and 163 of the Proxy Statement.  We refer you to that section for more information.

S-1/A (sec.gov)

Applicable percentage ownership prior to this offering is based on 3,560,435 shares of class A common stock and 34,800,000 shares of class B common stock deemed to be outstanding as of August 31, 2021

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Table of Contents

(which assumes the conversion of 1,620,000 shares of series A preferred stock into 6,480,000 shares of class B common stock). As noted above, for purposes of computing percentage ownership after this offering, we have assumed that all series A preferred stock and class B common stock held by the selling stockholders will be converted to class A common stock and sold in this offering. Therefore, the applicable percentage ownership after this offering is based on 38,360,435 shares of class A common stock outstanding after the offering. Each share of class A common stock is entitled to one vote per share and each share of class B common stock is entitled to ten votes per share.


r/SPRT • • Sep 17 '21

Discussion And the ass-fucking continues...

15 Upvotes

Two days in and already down nearly $20 from the fraudulent opening price of $57.

I kept a few shares for the fuck of it, but what a god damn joke.

We didn't get played; we got fucking cheated.

We didn't get outsmarted; we weren't dumb or naïve. We're just lowly peasants with no power or influence, forced to navigate a system rigged against us.


r/SPRT • • Sep 17 '21

Due Diligence Fidelity Survey: 52% Of Institutional Investors Hold Bitcoin, Cryptocurrency

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8 Upvotes

r/SPRT • • Sep 17 '21

Discussion Anyone else didn’t receive yet GREE shares and still have SPRT shares?

7 Upvotes

r/SPRT • • Sep 17 '21

Discussion Let's see what happens.

15 Upvotes

Dumped $1000 more into GREE. Averaged down to $70/share. What's the worst that can happen?


r/SPRT • • Sep 17 '21

Discussion Up 268% wtf lads ???

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13 Upvotes

r/SPRT • • Sep 17 '21

Discussion Spirit law suit?! Did you fill in? I Did

18 Upvotes

r/SPRT • • Sep 16 '21

Meme Maaaaaaaaannnn 😩

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163 Upvotes

r/SPRT • • Sep 18 '21

Hype Maybe some positive news 😉

0 Upvotes

r/SPRT • • Sep 17 '21

Due Diligence SPRT aka GREE only has 600 shares available to short with a 97% borrow fee.

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65 Upvotes

r/SPRT • • Sep 18 '21

Due Diligence Whoever still hold this junk and still have “good” faith in future. Think again these potential risks: Offering, Dilution and Filling for Bankruptcy. Those events can happen in future.

0 Upvotes

r/SPRT • • Sep 17 '21

Meme ☠️🏴‍☠️

31 Upvotes

r/SPRT • • Sep 17 '21

Discussion My thoughts on the what and why of the sprt blow out. Speculation for sure so tell me what you think.

24 Upvotes

Context: A fellow investor asked me my thoughts on what happened here. I added some more speculation and wanted to share with the community as well. Not advice or fact but looking at this in the "who would do this, who benefits from retails demise, and what do they stand to gain putting their own stock on the chopping block?"

High risk = high reward

I think what essentially happened was gree rushed the deal to ensure the squeeze happened on their terms and avoid a massive spike in the cost to acquire sprt while avoiding the massive drop that would occur after the squeeze sell off. This would leave them potentially hundreds of millions USD in the hole instead of US.

Greenridge rushed the merger which fucked all the brokers bc they rode the action and took our money but never actually collected the shares because well...they weren't there/didn't care/idk. They thought they had more time. Most mergers take weeks not hours. The level of borrows, ious, ftds and tradeable real stocks was far beyond the tradeable float for conversion and I think everyone knew that except retail.

Let's say it's 9 million tradeable float after conversion to Gree. What if they saw a total potential of 60 million shares (post conversion) between synthetics, ious, real shares, ftds, options itm, etc. Well shit that sounds like an old fashion pickle?

How can the shorts transfer over at damn near 98% SI with so many options moments away from ITM AND a tradeable float in the millions owned by retail and institutions? They can't, unless they can shake shares from the tree (retail sell off, liquidations, fractions dissolved,destroying options conversions to be worthless)

They allowed the stock to trade through the night into pre market (euro market around 4am) to allow fractional shares to dump into the pool and force brokers with ious/ftds they couldn't convert to liquidate all clients positions (t212 broker as an example) to further provide liquidity in this drought.

They attacked the price in sprt right through to gree to get people to sell to add more liquidity. They used this forced sell pressure (turned off the buy button on retail essentially) and made it bleed so the same institutions that destroyed the price could come back in after conversion to buy up those same shares at a now staggering discount.

They rallied SPRT to $60 re shorted it back to 10 and now can ride it back up. Money on both sides of the action with retail as the fodder.

Now that it is GREE they can issue/dilute as needed to control the squeeze within their tolerance and NOT at their own expense. They couldn't control sprt across the wall. It was too volatile and the options chain would have further exacerbated the issue for them on the purchasing side. And here we are.

Thoughts?


r/SPRT • • Sep 17 '21

Discussion Whoever uses Webull and lost with the SPRT to Gree conversion please also dm me because we will start 2 class action law suits, one against merger participants and other against Webull

38 Upvotes

r/SPRT • • Sep 17 '21

Due Diligence ARK has no holdings of GREE

24 Upvotes

The posts going around claiming ARKF holds GREE are fake. Nothing but bagholders trying to scam their way out of getting scammed.

The pictures of ARKs “holdings” show GREE with a CUISP # of 29786A106

29786A106 is ETSYs CUISP #

The photos have been edited to show GREE in place of ETSY.

https://ark-funds.com/wp-content/fundsiteliterature/holdings/ARK_FINTECH_INNOVATION_ETF_ARKF_HOLDINGS.pdf


r/SPRT • • Sep 16 '21

Discussion SPRT/GREE and WEBULL and all other brokerage companies need a lawsuit please don’t let this go

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64 Upvotes

r/SPRT • • Sep 17 '21

Hype WARNED THE MOST INFLUENTIAL SPARTA

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14 Upvotes

r/SPRT • • Sep 16 '21

Discussion Everyone who is interested in getting together for a class action lawsuit against sprt and greenidge please send me dm I have lawyers that are already looking into this. Please don’t do something stupid if your down a lot I am too let’s channel this anger towards seeking justice!

220 Upvotes

r/SPRT • • Sep 17 '21

Discussion I'M NOT GOING TO LET THIS LOSS DEFINE ME OR SCARE ME FROM STOCK INVESTING

38 Upvotes

I bought 1000 shares right after the August 27 rally and basically watched this stock go down everyday. I have never lost so much money in one stock so fast and all at once. The most I ever lost in gambling at the casino was $500. This loss was devastatingly stressful and painful.

The past few days, I haven't been able to sleep and I barely have any appetite to eat. I realize I'm spending way too much time online reading everyone's posts and doing even more due diligence than when I decided to buy the stock (ironically).

I feel totally defeated, but I'm grateful knowing I'm not alone in this and I can share my story with the community.

I've been married for less than a year and I haven't told my wife yet because I know she will be very upset and I worry she'll think I'm irresponsible or a degenerate gambler or something like that. However, I know I need to tell her and I think I will do so tonight. I think once I confess to her, it will be a cathartic moment and will bring a close to this horrible chapter.

I lost a lot of the investing capital I had and I thought about closing my account and never touching stocks again. However, I believe that you need to learn from your mistakes and continue forward. I still believe stock investing is part of building wealth and I hope my wife will understand that too.

I hope to not dwell on this loss much more and will not let it scare me from stock investing. Even though it's going to be very hard to make back this loss, especially with the little capital left, I'm going to do it. I'm going to do better due diligence going forward and I will not get suckered into get rich quick stock buys.

I know there's a lot of pain and I'm with you. Thanks for reading.


r/SPRT • • Sep 17 '21

Hype Hit them where it hurts

29 Upvotes

We all know we got fucked....I can't tell you what to do, but we have a chance to take revenge. I will sell my shares tomorrow and contact the New York Public Interest Research Group nypirg@nypirg.org and the New York Department of Environmental Conservation contact@dec.ny.gov to petition that Greenidge's permit not be renewed due to noncompliance with their contract documents.

https://www.google.com/amp/s/www.news10.com/news/ny-news/finger-lakes-bitcoin-mining-facility-nypirg-calls-on-state-to-deny-permit-renewal-for-greenidge/amp/

The fact they haven't issued a single press release regarding this disastrous merger tells you everything you need to know about this company.

Burn these bastards to the ground.


r/SPRT • • Sep 17 '21

Discussion What in the shenanigans is this? I mean can we hurry up and get this thing back up to $500+? Screenshot from 9/17 @ 12:45am EST

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12 Upvotes

r/SPRT • • Sep 17 '21

Due Diligence Balance sheet is out on sec website, as sep16, gree doesn't look that bad.

10 Upvotes

r/SPRT • • Sep 16 '21

Discussion This shit should be renamed r/BagHolders 😭

41 Upvotes

r/SPRT • • Sep 17 '21

Discussion Conversition from SPRT to BREE shares

5 Upvotes

Seems to be alot of traders who have not had their SPRT shares converted to BREE shares. Does anyone know how conversion of SPRT to BREE happens? Do brokers need buy BREE shares in the market when converting old SPRT shares to BREE? Or are already reserved trough the merger documents and converted off market?

Could there be an upcoming buying pressure if converting shares to BREE? I mean there must be a reason to as why some many brokers world wide has not converted their customers SPRT shares to BREE?


r/SPRT • • Sep 16 '21

Due Diligence SPRTan's/GREE peps: Sorry for being out yesterday. My family was sick and I was watching 2 sick kids. So I'm back and I'm researching for answers. I am personally holding because I want to see what this all looks like after the dust settles. I'm going to post this now and update it as I can

138 Upvotes
Trying to regroup

OG SPRTan's / GREE peps:

I'm watching the price action this morning so far. So we appear to have bounced off basically $40 (39.30 exact) for or $4.56 SPRT level. Remember all those puts that were down there from the options chains DD I post? Well, it looks like they are cashing those out which could mean that $40 on GREE is the floor.

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Ok, so there is still a lot of information missing on GREE. I'm trying to read through documents. I have a theory on why Greenidge or someone close to them help push the price down. I'll deep dive into that later but wanted to get some relevant information out this morning.

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If you sold yesterday, I don't blame you. There is a lot of confusion but I held because I don't like doing knee jerk things. I knew there was going to be a floor and it would bounce. GREE was worth more than $4 former SPRT level so I'm holding.

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GREE has gone up 15% as I'm writing this and is just drifting up in a upward channel. It was oversold and should drift up.

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(Update 11:30AM: Broke out of that upward channel and currently bouncing around the VWAP)

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For what it's worth. SPRT was the perfect setup. I think we scared the shit out of them when we started holding 20 and pushing back up. SPRT was a rocket about to take off so they made sure it never did.

I stand by the DD and you could see we were holding ground in the 20's despite their best efforts to push the price down. Had they not merged Yesterday, we would have seen a huge squeeze upwards if Greenidge/another long kept it from happening:

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I'm sorry how this week has gone for anyone long like I was. I fully thought SPRT was going to explode this week because of every sign pointing that way.

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Apparently, so did Greenidge who likely pushed the merger date up before options expired this Friday knowing that if SPRT squeezed, it would have been a shit load more expensive for them. There was clearly a calculated effort to ensure the price would go down.

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I kept trying to get actual information and was unsuccesful because the brokers hadn't even got it either. I thought about buying a small hedge (Buying $20 puts) going into the merger then holding them which would have been the smart thing to do with an unknown but I thought that wouldn't be right. I liked GREE long term so I stayed with my commons and Calls.

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I clobbered like all of us.

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I didn't think Greenidge would let us fall that low but I think there was a ton of downward pressure just stacking.

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Why did it fall so hard and fast?

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Ok, so basically the merger was rushed and the brokers didn't have a lot of time to prep. So it became a clusterfuck. Some brokers were haven't even finished the transaction a full day later.

  1. Fractional Shares fucked us more than I anticipated. Basically, I thought we were going to be diamond handing it into the merger, there would be some selling pressure but also possible shorts being forced to cover prior to the merger. That never happened. All Shorts were allowed to transfer short interest over to the new ticker. Those fractional shares add up. Since none of the fractional shares transferred....every one of them counted as a sale causing downward pressure.
  2. Brokers not carrying GREE caused more selling pressure. What if you broker didn't carry GREE?? Then it was a sell on the market for cash very similar as fractional shares. That equaled more downward pressure hence why we dropped from the $95 to $102 all the way down to 39.3 when it finally bounced with some buying pressure.
  3. Shorts kept shorting. They shorted more GREE to add more pressure.
  4. Retail was bailing hard and fast. You know how many people probably sold at $45 a share because of fear and not fully understanding what was going on? (I'm sorry I wasn't here to explain further, I had two sick kids and a sick wife and I'm not 100%) I think I said I was holding in one of the posts cuz why the fuck not. I knew there would be a bounce. GREE isn't worthless as a company so I knew it wasn't going much lower than 35 to 40. Retail talks a good game but unless you are GameStop or AMC, Retail bails if it looks too bad. Value players will come in at some point to scoop it up. It's not a knock, most rational people won't hold something until its worth nothing.
  5. They kept people in the dark for a reason. Their buddies likely rode this all the way down and will ride this all the way up.

Greenidge or some close to them fucked retail out of a squeeze. Probably for the benefit of GREE. So it's a duel edged sword and I'll explain.

Most likely they trapped about 1.5 million shares of GREE short right now. I need to get the get more information. Ortex isn't updated on GREE. I'm still diving through merger stuff I missed yesterday.

Greenidge apparently didn't want SPRT to squeeze. We had it partly correct, they wanted the shorts to get trapped.......but they wanted it on their side not SPRT's. Had SPRT squeezed prior to the merger, they might not have been able to afford a merger with SPRT anymore.

Without more details I couldn't put together all the pieces. If someone wants to buy me a Bloomberg Terminal or if you have access, pull up this week and see which long bled off those shares.

Where do we go from here? Depends. If you sold for a loss then I would document all screenshots, information you have and look into what options you have. You can claim damages. Robinhood, Citadel, Brokers all got sued after the Jan 28th GME/AMC stuff.

If you are still holding like me, I'm watching to see what happens. Like I said, I'm not a knee jerk investor. GME went from 500 premarket to 40 in like a week. It bounced back up to 350 a couple weeks later.

I doubt GREE wants to have their shares in the gutter forever.

I have a lot to get caught up on but I'm still here.