(Amendment No. )1
Adam W. Finerman, Esq.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1
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NAME OF REPORTING PERSON
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210 Capital, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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3,909,871
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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3,909,871
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,909,871
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.6%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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CCW/LAW Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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3,909,871
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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3,909,871
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,909,871
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.6%
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14
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TYPE OF REPORTING PERSON
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OO; HC
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1
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NAME OF REPORTING PERSON
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Covenant RHA Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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3,909,871
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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3,909,871
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
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|
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3,909,871
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|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.6%
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14
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TYPE OF REPORTING PERSON
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OO; HC
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1
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NAME OF REPORTING PERSON
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RHA Investments, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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3,909,871
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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3,909,871
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
|
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3,909,871
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|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.6%
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14
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TYPE OF REPORTING PERSON
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CO; HC
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1
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NAME OF REPORTING PERSON
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Robert Alpert
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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|
REPORTING
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3,909,871
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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3,909,871
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
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3,909,871
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|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.6%
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14
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TYPE OF REPORTING PERSON
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IN; HC
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1
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NAME OF REPORTING PERSON
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C. Clark Webb
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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|
0
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,909,871
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
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|
0
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,909,871
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,909,871
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
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|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
16.6%
|
|
|
14
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|
TYPE OF REPORTING PERSON
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IN; HC
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Item 1.
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Security and the Issuer
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This statement on Schedule 13D (this
“Schedule 13D”) relates to shares of common stock, par value $0.0001 per share (the “Common
Stock”), of Support.com, Inc., a Delaware corporation (the “Issuer”). The address of the
principal executive office of the Issuer is 1521 Concord Pike (US 202), Suite 301, Wilmington, DE 19803.
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Item 2.
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Identity and Background
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(a) This Schedule 13D is jointly filed
by and on behalf of each of:
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(i)
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210 Capital, LLC, a Delaware limited liability company (“210 Capital”);
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(ii)
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Covenant RHA Partners, L.P., a Texas limited partnership (“RHA Partners”);
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(iii)
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CCW/LAW Holdings, LLC, a Texas limited liability company (“CCW Holdings”);
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(iv)
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RHA Investments, Inc., a Texas corporation (“RHA Investments”);
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(v)
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Robert Alpert, a United States citizen; and
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(vi)
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C. Clark Webb, a United States citizen.
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Each of the foregoing is referred to
as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons are filing this
Schedule 13D jointly, and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 99.1 and incorporated
herein by reference (the “Joint Filing Agreement”).
210 Capital is the direct beneficial
owner of 3,909,871 shares of the Issuer’s Common Stock covered by this Schedule 13D. 210 Capital is managed by its members
RHA Partners and CCW Holdings. Mr. Webb has the power to direct the affairs of CCW Holdings as its sole member. In addition, RHA
Partners is managed by its general partner RHA Investments, and Mr. Alpert has the power to direct the affairs of RHA Investments
as its President and sole shareholder.
Each of RHA Partners, CCW Holdings, RHA
Investments, Mr. Alpert and Mr. Webb declares that neither the filing of this Schedule 13D nor anything herein shall be construed
as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended
(the “Act”), the beneficial owner of any securities directly held by 210 Capital covered by this Schedule
13D.
(b) The address of the principal business
office of each of the Reporting Persons is 4514 Cole Avenue, Suite 1600, Dallas, Texas 75205.
(c) The principal business of 210 Capital
is serving as a holding company and managing the investments of its subsidiaries. The principal business of each of RHA Partners
and CCW Holdings is serving as a holding company and managing investments through partnerships and limited liability companies.
The principal business of RHA Investments is serving as general partner of RHA Partners and managing its investments. The principal
occupation of Mr. Alpert is serving as President and sole shareholder of RHA Investments. The principal occupation of Mr. Webb
is serving as an investor and as sole member of CCW Holdings.
(d) No Reporting Person has, during the
last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the
last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result
of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The place of organization and/or
citizenship of each Reporting Person is listed in paragraph (a) of this Item 2.
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Item 3.
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Source and Amount of Funds or other Consideration
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The Common Stock purchased by 210 Capital
was purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary
course of business) in a privately negotiated transaction at a purchase price of $1.85 per share of Common Stock. The aggregate
purchase price of the 3,909,871 shares of Common Stock beneficially owned by the Reporting Persons is approximately $7.2 million.
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Item 4.
|
Purpose of Transaction
|
The acquisition of the Issuer’s
Common Stock by 210 Capital was for investment purposes.
Subscription Agreement
210 Capital entered into a Subscription
Agreement with the Issuer, dated as of March 19, 2021 (the “Subscription Agreement”), pursuant to which
210 Capital agreed to purchase 3,909,871 shares of Common Stock (the “Purchased Shares”), for a purchase
price of $1.85 per share and an aggregate purchase price of approximately $7.2 million.
Pursuant to the Subscription Agreement,
the Issuer agreed to file a registration statement registering the resale of the Purchased Shares upon the earlier of (i) thirty
(30) calendar days following the date of any termination of the Merger Agreement (as defined below) and (ii) December 31, 2021
(such earlier date, the “Trigger Date”) and to use its commercially reasonable efforts to have such registration
statement declared effective no later than one hundred eighty (180) calendar days after the Trigger Date.
Pursuant to the Subscription Agreement,
the Issuer further agreed, upon any termination of the Merger Agreement, within the earlier of (i) thirty (30) calendar days following
the date of termination of the Merger Agreement and (ii) December 31, 2021, to increase the size of its board of directors (the
“Board”) in order to elect or appoint two individuals designated by 210 Capital (each a “Purchaser
Director”) to the Board to serve for a term expiring at the next annual meeting of the Issuer’s stockholders
and until his or her successor is duly elected and qualified. At any annual meeting of the Issuer’s stockholders at which
the term of any Purchaser Director shall expire, 210 Capital shall have the right to designate two individuals to the Board at
such annual meeting for election to the Board. Upon the first day that 210 Capital no longer beneficially owns at least ten percent
(10%) of the outstanding capital stock of the Issuer, but continues to own more than five percent (5%) of the outstanding capital
stock of the Issuer, at the written request of the Board, one Purchaser Director shall immediately resign, and 210 Capital shall
cause such Purchaser Director immediately to resign, from the Board effective as of such date. Upon the first day that 210 Capital
no longer beneficially owns at least five percent (5%) of the outstanding capital stock of the Issuer, at the written request of
the Board, all remaining Purchaser Directors shall immediately resign, and 210 Capital shall cause such Purchaser Directors immediately
to resign, from the Board effective as of such date.
Pursuant to the Subscription Agreement,
210 Capital agreed that, until the later of (i) ninety (90) days after the first day on which no individual designated by 210 Capital
serves on the Board and 210 Capital has no rights (or has irrevocably waived its right) to appoint individuals on serve on the
Board and (ii) one year anniversary of the Subscription Agreement, without the prior written approval of the Board, 210 Capital
or its permitted transferees will not, directly or indirectly, and will cause their affiliates not to:
(a) acquire, offer or seek to acquire,
agree to acquire or make a proposal to acquire, by purchase or otherwise, any equity securities or direct or indirect rights to
acquire any equity securities of the Issuer, any securities convertible into or exchangeable for any such equity securities, any
options or other derivative securities or contracts or instruments in any way related to the price of shares of Common Stock;
(b) other than to vote in favor of
certain matters related to the consummation of the transactions contemplated by the Merger Agreement, make or in any way
encourage or participate in any “solicitation” of “proxies” (whether or not relating to the election
or removal of directors), as such terms are used in the rules of the SEC, to vote, or knowingly seek to advise or influence
any person with respect to voting of, any voting securities of the Issuer or any of its subsidiaries, or call or seek to call
a meeting of the Issuer’s stockholders or initiate any stockholder proposal for action by the Issuer’s
stockholders, or seek election to or to place a representative on the Board or seek the removal of any director from the
Board;
(c) make any public announcement with
respect to, or offer, seek, propose or indicate an interest in (in each case with or without conditions), any merger, consolidation,
business combination, tender or exchange offer, recapitalization, reorganization or purchase of more than 50% of the assets, properties
or securities of the Issuer or any of its subsidiaries, or any other extraordinary transaction involving the Issuer or any of its
subsidiaries or any of their respective securities, or enter into any discussions, negotiations, arrangements, understandings or
agreements (whether written or oral) with any other person regarding any of the foregoing;
(d) otherwise act, alone or in concert
with others, to seek to control or influence, in any manner, the management, the Board or policies of the Issuer or any of its
subsidiaries;
(e) make any proposal or statement of
inquiry or disclose any intention, plan or arrangement inconsistent with any of the foregoing;
(f) advise, assist, knowingly encourage
or direct any person to do, or to advise, assist, knowingly encourage or direct any other person to do, any of the foregoing;
(g) take any action that would require
the Issuer to make a public announcement regarding the possibility of a transaction or any of the events described herein;
(h) enter into any agreements, arrangements or understandings with any
third party (including security holders of the Issuer, but excluding, for the avoidance of doubt, 210 Capital or any permitted
transferees of 210 Capital) with respect to any of the foregoing, including forming, joining or in any way participating in a “group”
(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
with any third party in connection with any of the foregoing;
(i) request the Issuer or any of its representatives, directly or indirectly,
to amend or waive any provision of the foregoing; provided that 210 Capital shall not be prohibited from making a confidential
request to the Issuer seeking an amendment or waiver of the foregoing, which the Issuer may accept or reject in its sole discretion,
so long as any such request is made in a manner that does not require public disclosure thereof by any person; or
(j) contest the validity of the foregoing
or make, initiate, take or participate in any demand, suit, action, proceeding, investigation or arbitration (legal or otherwise)
or proposal to amend, waive or terminate any of the foregoing.
Until the one year anniversary of the
Subscription Agreement, 210 Capital further agreed not to (i) transfer any of the Purchased Shares except (A) with the prior written
consent of the Issuer or (B) in connection with receiving its consideration pursuant to the consummation of the transactions under
the Merger Agreement; or (ii) make any short sale of, grant any option for the purchase of, or enter into any hedging or similar
transaction with the same economic effect as a short sale of or the purpose of which is to offset the loss which results from a
decline in the market price of, any shares of Common Stock, or otherwise establish or increase, directly or indirectly, a put equivalent
position, as defined in Rule 16a-1(h) under the Exchange Act, with respect to the any Common Stock or any other capital stock of
the Issuer. 210 Capital also agreed not to transfer any Purchased Shares representing five percent (5%) or more of the voting power
of the Issuer to one person or group of affiliated or related persons, in one transaction or series of related transactions, without
the prior written consent of the Issuer.
This Subscription Agreement shall
terminate and all obligations of the parties thereunder shall terminate, upon the earlier to occur of (a) the consummation of
the Merger (as defined in the Merger Agreement) in accordance with the Merger Agreement or (b) upon the mutual
written agreement of the Issuer and 210 Capital.
Contemporaneously with the execution and delivery
of the Subscription Agreement, the Issuer entered into an Agreement and Plan of Merger by and among the Issuer, Greenidge Generation
Holdings Inc. (“GGHI”) and GGH Merger Sub, Inc. (“Merger Sub”) (the “Merger
Agreement”). At the Effective Time (as defined in the Merger Agreement), Merger Sub will merge (the “Merger”)
with and into the Issuer, with the Issuer surviving the Merger as the surviving corporation and a wholly owned subsidiary of GGHI.
The foregoing description of the Subscription
Agreement does not purport to be complete and is qualified in its entirety by the contents of the Subscription Agreement, a copy
of which is attached as Exhibit 99.2 to this Schedule 13D and is incorporated herein by reference.
Support Agreement
On March 19, 2021, 210 Capital entered into
a Support Agreement (the “Support Agreement”) with GGHI in connection with the Merger Agreement. Pursuant
to the Support Agreement, 210 Capital has agreed, among other things, to vote all of its Covered Shares (as defined in the Support
Agreement) (i) in favor of the Merger and adoption of the Merger Agreement and any matters as to which the Issuer solicits proxies
from stockholders in connection with consummation of the Merger and the other transactions contemplated by the Merger Agreement
and (ii) against any acquisition proposal and any action that would reasonably be expected to materially impede, interfere with,
delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, or result
in a breach of any covenant, representation or warranty or other obligation or agreement of the Issuer under the Merger Agreement
or of 210 Capital under the Support Agreement. 210 Capital also granted an irrevocable proxy to GGHI in connection with the stockholder
vote required pursuant to the Merger Agreement. The Support Agreement also contains certain standstill, non-solicitation and support
provisions and restricts 210 Capital from, among other activities in respect of acquisition proposals, soliciting any acquisition
proposals or engaging in negotiations with any person in respect of an acquisition proposal. The Support Agreement terminates upon
the earliest of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms and (iii) the
time the Support Agreement is terminated by mutual written consent of GGHI and 210 Capital.
The foregoing summary of the Support Agreement
is qualified in its entirety by the full text of the Form of Support Agreement, a copy of which is filed as Exhibit 99.3 to this
Schedule 13D and is incorporated herein by reference.
No Reporting Person has any present plan
or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D
except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed
herein.
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Item 5.
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Interest in Securities of the Issuer
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(a) The aggregate number and percentage
of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person are stated in Items 11 and
13 on the cover page(s) hereto.
The Reporting Persons may be deemed part
of a group within the meaning of Section 13(d) of the Act. Each of RHA Partners, CCW Holdings, RHA Investments, Mr. Alpert and
Mr. Webb declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such
person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities directly
held by 210 Capital covered by this Schedule 13D.
(b) Number of shares as to which each
Reporting Person has:
(i) sole power to vote or to direct the
vote:
See Item 7 on the cover page(s) hereto.
(ii) shared power to vote or to direct
the vote:
See Item 8 on the cover page(s) hereto.
(iii) sole power to dispose or to direct
the disposition of:
See Item 9 on the cover page(s) hereto.
(iv) shared power to dispose or to direct
the disposition of:
See Item 10 on the cover page(s) hereto.
210 Capital is the direct beneficial
owner of 3,909,871 shares of the Issuer’s Common Stock covered by this Schedule 13D. 210 Capital has the power to vote or
to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock of the Issuer that it
directly owns.
As members of 210 Capital, each of RHA
Partners and CCW Holdings may be deemed to have the power to vote or to direct the vote of (and the power to dispose or direct
the disposition of) any shares of Common Stock of the Issuer beneficially owned by 210 Capital. Neither RHA Partners nor CCW Holdings
own any shares of Common Stock of the Issuer directly and each of RHA Partners and CCW Holdings disclaims beneficial ownership
of any shares of Common Stock of the Issuer beneficially owned by 210 Capital.
As sole member of CCW Holdings, Mr. Webb
may be deemed to have the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) any shares
of Common Stock of the Issuer beneficially owned by 210 Capital. Mr. Webb does not own any shares of Common Stock of the Issuer
directly and disclaims beneficial ownership of any shares of Common Stock of the Issuer beneficially owned by 210 Capital.
As general partner of RHA Partners, RHA
Investments may be deemed to have the power to vote or to direct the vote of (and the power to dispose or direct the disposition
of) any shares of Common Stock of the Issuer beneficially owned by 210 Capital. RHA Investments does not own any shares of Common
Stock of the Issuer directly and disclaims beneficial ownership of any shares of Common Stock of the Issuer beneficially owned
by 210 Capital.
As President and sole shareholder of
RHA Investments, Mr. Alpert may be deemed to have the power to vote or to direct the vote of (and the power to dispose or direct
the disposition of) any shares of Common Stock of the Issuer beneficially owned by 210 Capital. Mr. Alpert does not own any shares
of Common Stock of the Issuer directly and disclaims beneficial ownership of any shares of Common Stock of the Issuer beneficially
owned by 210 Capital.
The Reporting Persons may be deemed part
of a group within the meaning of Section 13(d) of the Act as a result of the Subscription Agreement described in Item 4. Accordingly,
such group may be deemed to collectively beneficially own 3,909,871 shares of Common Stock of the Issuer, representing approximately
16.6% of the 23,589,795 shares of Common Stock of the Issuer outstanding as of March 19, 2021, as determined by reference to the
representation made by the Issuer in the Subscription Agreement plus the Purchased Shares.
210 Capital may be deemed part of a group within the meaning of Section 13(d) of the Act as a result of the Support Agreement described
in Item 4. Accordingly, such group may be deemed to include GGHI and the individuals and affiliated entities listed as signatory to the
Support Agreement. 210 Capital disclaims beneficial ownership of any shares of Common Stock of the Issuer beneficially owned by GGHI.
As
of the date hereof, no Reporting Person owns any shares of Common Stock of the Issuer other than as set forth in this Item 5.
(c) Transactions in the class of securities
reported on that were effected during the past sixty days by the Reporting Persons are described below:
Transaction
Date
|
Effecting
Person(s)
|
Shares
Acquired
|
Price Per
Share
|
Description
of Transaction
|
March 19, 2021
|
210 Capital
|
3,909,871
|
$1.85(1)
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Privately Negotiated Transaction
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(1) Pursuant to the Subscription Agreement, 210 Capital acquired
3,909,871 shares of Common Stock for a purchase price of approximately $7.2 million.
(d) Not applicable.
(e) Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Pursuant to Rule 13d-1(k) promulgated
under the Act, the Reporting Persons entered into the Joint Filing Agreement with respect to the joint filing of this Schedule
13D and any amendment or amendments hereto. The foregoing description of the Joint Filing Agreement does not purport to be complete
and is qualified in its entirety by the contents of the Joint Filing Agreement, a copy of which is attached as Exhibit 99.1 to
this Schedule 13D and is incorporated herein by reference.
The information set forth in Item 4 of
this Schedule 13D is incorporated herein by reference.
Except as otherwise set forth herein,
the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities
of the Issuer.
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Item 7.
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Material to be Filed as Exhibits
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The following exhibits are filed as exhibits
hereto:
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: March 29, 2021
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210 CAPITAL, LLC
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|
|
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By:
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Covenant RHA Partners, L.P.
|
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Its:
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Member
|
|
|
|
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By:
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/s/ Robert Alpert
|
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Its:
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Authorized Signatory
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|
|
|
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By:
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CCW/LAW Holdings, LLC
|
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Its:
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Member
|
|
|
|
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By:
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/s/ C. Clark Webb
|
|
Its:
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Authorized Signatory
|
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CCW/LAW HOLDINGS, LLC
|
|
|
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By:
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/s/ C. Clark Webb
|
|
Its:
|
Authorized Signatory
|
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COVENANT RHA PARTNERS, L.P.
|
|
|
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By:
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RHA Investments, Inc.
|
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Its:
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Member
|
|
|
|
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By:
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/s/ Robert Alpert
|
|
Its:
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Authorized Signatory
|
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RHA INVESTMENTS, INC.
|
|
|
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By:
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/s/ Robert Alpert
|
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Its:
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President
|
|
/s/ Robert Alpert
|
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ROBERT ALPERT
|
|
/s/ C. Clark Webb
|
|
C. CLARK WEBB
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