At the Special Meeting, SilverSun stockholders will be asked to consider and vote upon the following proposals:

1.      Merger Proposal.    To adopt the Agreement and Plan of Merger dated as of September 29, 2022,Agreement by and among SilverSun, Merger Sub I, Merger Sub II and Rhodium, pursuant to which, among other things, (i) Merger Sub I shall be merged with and into Rhodium, resulting in Rhodium existing as the surviving company of the First Merger, and (ii) immediately following the First Merger, Rhodium shall be merged with and into Merger Sub II, resulting in Merger Sub II existing as the surviving company of the Second Merger (the “Merger Proposal”). A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

2.      Separation and Distribution Proposal.    To adopt the Separation Agreement, by and between SilverSun and SilverSun Holdings, in substantially the form attached as Annex B to this proxy statement/prospectus, pursuant to which, all of the issued and outstanding common stock of SilverSun Holdings, which owns all of the issued and outstanding common stock of (i) SWK and (ii) SCS will be distributed on a pro rata basis to thepersons that were stockholders of SilverSun as of the close of business on the Dividend and Distribution Record Date (the “Separation and Distribution Proposal”).

3.      Charter Proposal.    To consider and vote upon a proposal to approve and adopt, assuming the Merger Proposal and the Share Issuance Proposal (as defined below) are approved and adopted, the Fifth Amended and Restated Certificate of Incorporation, (the “Amended and Restated Certificate of Incorporation”), to, among other things, set forth the number of authorized shares of SilverSun Class A common stock and SilverSun Class B common stock and set forth the rights and preferences of such shares of SilverSun Class A common stock and SilverSun Class B common stock, remove provisions that are no longer applicable following the completion of the Mergers, cancel the designation of the Series A Preferred Stock, par value $0.001 per share, and effect, at the discretion of the SilverSun Board, a reverse stock split of SilverSun’s common stock, a copy of the form of which is attached to the accompanying proxy statement as Annex C to the accompanying this proxy statement/prospectus (the “Charter Proposal”), which, if approved, would take effect upon the closing of the Mergers (the “Closing”).Closing.

In addition to the approval of the Amended and Restated Certificate of Incorporation, the stockholders are also separately being presented with the following proposals (the “Advisory Charter Proposals”), for approval on a non-binding advisory basis, to give stockholders the opportunity to present their separate views on certain corporate governance provisions in the Amended and Restated Certificate of Incorporation:

Proposal 3A — to authorize a new class of capital stock, the Class A common stock, par value $0.00001 per share (the “SilverSunCombined Company Class A common stockCommon Stock”), to replace the existing common stock of SilverSun at Closing, to authorize a new class of capital stock, the Class B common stock, par value $0.00001 per share (the “SilverSunCombined Company Class B common stockCommon Stock” and, together with the Combined Company Class A Common Stock, the “Combined Company Common Stock”), to increase the number of authorized shares of SilverSun’sthe Combined Company’s capital stock, par value $0.00001 per share, from 75,000,000 shares of common stock and 1,000,000 shares of preferred stock, to [•] shares, consisting of (i) [•] shares of Combined Company Class A Common Stock, (ii) [•] shares of Combined Company Class B Common Stock and (iii) [•] shares of preferred stock;

Proposal 3B — to remove certain provisions in the existing charter no longer applicable following the completion of the Mergers;

Proposal 3C — to cancel the designation of the Series A Preferred Stock, par value $0.001 per share;

Proposal 3D — to effect a reverse stock split of SilverSun’s common stockCombined Company Common Stock at a ratio to be determined by Rhodium within a range of one share of SilverSun common stockCombined Company Common Stock for every [            [•] shares of SilverSun common stockCombined Company Common Stock and one share of SilverSun common stockCombined Company Common Stock for every [            [•] shares of SilverSun common stockCombined Company Common Stock (or any number in between) currently outstanding and effected by SilverSunthe Combined Company prior to the effective time of the Second MergerEffective Time (the “Reverse Stock Split”).

Proposal 3F — to absolve certain SilverSunCombined Company stockholders from certain competition and corporate opportunities obligations; and

Proposal 3G — to allow officers of SilverSunthe Combined Company to be exculpated from personal monetary liability pursuant to the General Corporation Law of the State of Delaware.

4.      2023 Plan Proposal.    To approve the SilverSun Technologies, Inc. 2023 Omnibus Incentive Plan (the “2023 Plan”), a copy of which is attached as Annex D to this proxy statement/prospectus.

5.      Share Issuance Proposal.    To consider and vote upon a proposal, for purposes of complying with The Nasdaq Stock Market LLC (“Nasdaq”) Listing Rule 5635,5635(a), (b) and (d) (“Nasdaq Listing Rule 5635”), to approve (i) the issuance of up to 159,099,404159,101,538 shares of SilverSunCombined Company Class A common stockCommon Stock (including the issuance of 79,707,19675,367,124 shares of SilverSunCombined Company Class A common stockCommon Stock upon the exchange of units of Technologies (“Technologies Units”), together with an equal number of shares of SilverSunCombined Company Class B common stock,Common Stock, for shares of SilverSunCombined Company Class A common stockCommon Stock pursuant to the proposed Fifth Amended and Restated Limited Liability Company Agreement of Technologies)Technologies, the “Technologies LLC Agreement”), and (ii) the issuance of 79,707,19675,367,124 shares of SilverSunCombined Company Class B common stockCommon Stock in accordance with the Merger Agreement (the “Merger Share Issuance”) (the “Share Issuance Proposal”).

6.      Director Election Proposal.    To consider and vote upon a proposal to elect five directors to serve on the Combined Company Board until the 2023 annual meeting of stockholders, and until their respective successors are duly elected and qualified, subject to such directors’ earlier death, resignation, retirement, disqualification or removal (the “Director Election Proposal”).

7.      Adjournment Proposal.    To approve one or more adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes for the approval of the Merger Proposal, Charter Proposal, the Share Issuance Proposal and the Separation and Distribution Proposal at the time of the Special Meeting (the “Adjournment Proposal” and, together with the Merger Proposal, the Separation and Distribution Proposal, the Charter Proposal, the 2023 Plan Proposal, the Share Issuance Proposal and the Director Election Proposal, the “Proposals”).

Upon consummation of the Mergers, SilverSunthe Combined Company will be structured as an umbrella partnership C-corporation (“Up-C”) and will have two classes of common stock outstanding, SilverSunCombined Company Class A common stockCommon Stock and SilverSunCombined Company Class B common stock.Common Stock. The holders of shares of SilverSunCombined Company Class A common stockCommon Stock and SilverSunCombined Company Class B common stockCommon Stock will be entitled to one vote for each share of SilverSunCombined Company Class A common stockCommon Stock and SilverSunCombined Company Class B common stock,Common Stock, respectively, held of record on all matters on which SilverSunthe Combined Company’s stockholders are entitled to vote generally. Each shareHolders of SilverSunCombined Company Class A Common Stock and Combined Company Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally. Holders of SilverSun Class A common stock and SilverSun Class B common stockCommon Stock will vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by applicable law or by the Amended and Restated Certificate of Incorporation. Each share of Combined Company Class B Common Stock will have no economic rights but will entitle its holder to one vote on all matters to be voted on by stockholders generally. The Combined Company does not intend to list the Combined Company Class B Common Stock on any exchange. Upon consummation of the Mergers, SilverSunthe Combined Company will be a holding company and will have no material assets other than its equity interest in New CCDC Corp., a Nevada corporation and direct wholly owned subsidiary of SilverSun (“New CCDC”) and Merger Sub II, and Merger Sub II and New CCDC will be holding companies and will have no material assets other than their equity interestinterests in Technologies. Merger Sub II will become the managing member of Technologies.

The holders of SilverSun common stock and the holders of SilverSun securities exercisable for or convertible into shares of SilverSun common stock immediately prior to the First Effective Time (collectively, the “SilverSun Legacy Stockholders”) will retain approximately 3.2% of the combined voting power of SilverSunthe Combined Company and indirect economic interest of its subsidiaries. Upon the Closing, it is expected that the holders of Rhodium Class A common stock, Rhodium Class B common stock and the holders of Rhodium securities exercisable for or convertible into shares of Rhodium Class A common stock immediately prior to the First Effective Time (collectively, the “Rhodium Legacy Stockholders”) will receive approximately 96.8% of the combined voting power of SilverSun common stockCombined Company Common Stock upon the Closing. Imperium Investment Holdings LLC, a Wyoming limited liability company and the existing holder of 100% of Rhodium’s Class B common stock (“Imperium”) will hold 100% of the SilverSunissued and outstanding Combined Company Class B common stockCommon Stock following the consummation of the Mergers. Upon consummation of the Mergers,

common stock Common Stock at the effective time of the Second Merger (“Second Effective Time”) based on the Rhodium Valuation. Following the Mergers, SilverSun’s Class A common stock is expected to be listed on Nasdaq under the symbol RHDM and SilverSun shall be renamed Rhodium Enterprises, Inc.

Upon consummation of the Mergers, SilverSunthe Combined Company will hold, directly and indirectly, a number of Technologies Units equal to the number of shares of SilverSunCombined Company Class A common stockCommon Stock issued and outstanding and Imperium will hold a number of Technologies Units equal to the number of shares of SilverSunCombined Company Class B common stockCommon Stock issued and outstanding. The Up-C structure was selected in order to allow Imperium the option to continue to hold its economic ownership in Technologies in a pass-through structure for U.S. federal income tax purposes through its ownership of Technologies Units and potentially allows Imperium and SilverSunthe Combined Company to benefit from net cash tax savings that SilverSunthe Combined Company might realize as more fully described in “The Merger Agreement — Tax Receivable Agreement.”

After giving effect to transactions contemplated by this prospectus, SilverSunthe Mergers, the Combined Company will indirectly own an approximate 51%53% interest in Technologies, Imperium will own an approximate 49%47% interest in Technologies, and Imperium will own 100% of the issued and outstanding shares of SilverSunCombined Company Class B common stock,Common Stock, which will represent an approximate 49%47% interest in the voting power of the issued and outstanding common stock of SilverSun.Combined Company Common Stock. See “Security Ownership of Certain Beneficial Owners and Management” for more information.

Each share of SilverSun Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally. Holders of SilverSun Class A common stock and SilverSun Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or by our Amended and Restated Certificate of Incorporation. SilverSun does not intend to list SilverSun Class B common stock on any exchange.

Under the LLC Agreement of Technologies (the “Technologies LLC Agreement”), and after giving effect to the Mergers, Imperium, subject to certain limitations, has the right (the “Redemption Right”) to cause Technologies to acquire all or a portion of its Technologies Units for, at Technologies’ election, (i) shares of SilverSunCombined Company Class A common stockCommon Stock at a redemption ratio of one share of SilverSunCombined Company Class A common stockCommon Stock for each Technologies Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions or (ii) an approximately equivalent amount of cash (the “Cash Election”) as determined pursuant to the terms of the Technologies LLC Agreement. Alternatively, upon the exercise of the Redemption Right, SilverSunthe Combined Company (instead of Technologies) has the right (the “Call Right”) to acquire each tendered Technologies Unit directly from Imperium for, at its election, (x) one share of SilverSunCombined Company Class A common stock,Common Stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an approximately equivalent amount of cash as determined pursuant to the terms of the Technologies LLC Agreement. In addition, SilverSunthe Combined Company has the right to require (i) upon the acquisition by SilverSunthe Combined Company of substantially all of the Technologies Units, certain minority unitholders or (ii) upon a change of control of SilverSun,the Combined Company, Imperium, in each case, to exercise its Redemption Right with respect to some or all of such unitholder’s Technologies Units. In connection with any redemption of Technologies Units pursuant to the Redemption Right or the Call Right, the corresponding number of shares of SilverSunCombined Company Class B common stockCommon Stock will be cancelled. See “The Merger Agreement — Technologies LLC Agreement.”

In connection with the Up-C structure, SilverSunthe Combined Company will enter into a Tax Receivable Agreement with Imperium at the close of the Mergers. This agreement generally provides for the payment by SilverSunthe Combined Company to Imperium of 85% of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax that SilverSunthe Combined Company actually realizes (or is deemed to realize in certain circumstances) in periods after the Mergers as a result of (i) the increase in ourthe Combined Company’s proportionate share of the tax basis of the assets of Technologies resulting from the exchange of Technologies Units, and the corresponding surrender of an equivalent number of shares of SilverSunCombined Company Class B common stock,Common Stock by Imperium for shares of SilverSunCombined Company Class A common stockCommon Stock (or for cash pursuant to the Cash Election) pursuant to the Redemption Right or Call Right, and (ii) imputed interest deemed to be paid by usthe Combined Company as a result of, and additional tax basis arising from, any payments we makethe Combined Company makes under the Tax Receivable Agreement. SilverSunThe Combined Company will retain the benefit of the remaining 15% of these cash savings.

While the net cash savings are not expected to be material if Imperium exchanged all of its Technologies Units at the time of the Closing, such net cash savings and the payments arising therefrom may significantly increase based on the future operations and activities of Technologies. If SilverSunthe Combined Company experiences a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, asset sales and other forms of business

Estimating the amount and timing of SilverSun’sthe Combined Company’s realization of tax benefits subject to the Tax Receivable Agreement is by its nature imprecise, and the amount and timing of such tax benefits are unknown at this time and will vary based on a number of factors, many of which are outside of ourthe Combined Company’s control. Assuming no material changes in the relevant tax law and a price of $$4.09 per share of SilverSunCombined Company Class A common stock,Common Stock, it is expected that if SilverSunthe Combined Company experienced a change of control or the Tax Receivable Agreement were terminated immediately after the Closing, the estimated lump-sum payment would be approximately $$9.3 million (calculated using a discount rate equal to the one-year London Interbank Offered Rate (or an agreed successor rate, if applicable) plus 100 basis points, applied against an undiscounted tax benefit of approximately $$10.7 million). These amounts are estimates and have been prepared for informational purposes only. The actual amount of such lump-sum payment could vary significantly based on, among other things, the operations and activities of Technologies in the period between the Closing and an early termination or a change of control event.

See “The Merger Agreement — Tax Receivable Agreement” and “Corporate Structures” for more information on ourthe Combined Company’s organizational structure, including the Tax Receivable Agreement.

On September 29, 2022, the SilverSun Board unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Mergers and the Distribution, are in the best interests of SilverSun and its stockholders, and recommended that the SilverSun stockholders vote or give instruction to vote “FOR” the approval of the Merger Agreement, the Separation Agreement, the other transaction documents, and the transactions contemplated thereby as well as the other proposals described in this proxy statement/prospectus.

In considering the recommendation of the SilverSun Board, you should be aware that certain directors and officers of SilverSun, and their affiliates, have interests in the Mergers and the Distribution that are different from, or are in addition to, the interests of SilverSun stockholders generally. These interests are described in this proxy statement/prospectus.

This proxy statement/prospectus describes the proposals to be considered and voted upon at the Special Meeting and related matters. Every vote is important. Whether or not you plan to attend the Special Meeting, please take the time to vote by following the instructions on your proxy card.

We join with our boardthe SilverSun Board in recommending that you vote FOR each of the Proposals.

This proxy statement/prospectus provides you with detailed information about the Mergers, the Distribution and Dividend and the other proposals. It also contains or references information about SilverSun and Rhodium and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 2830 for a discussion of the risks you should consider in evaluating the Proposals, and how each transaction will affect you as a SilverSun stockholder. If you have any questions regarding thethis proxy statement/prospectus, you may contact SilverSun at 120 Eagle Rock Avenue, East Hanover NJ 07936 (973-396-1720).

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED THE MERGERS, THE DISTRIBUTION AND DIVIDEND AND THE OTHER TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS NOR HAVE THEY APPROVED OR DISAPPROVED THE ISSUANCE OF THE SILVERSUN COMMON STOCK IN CONNECTION WITH THE MERGERS, OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated [          ], 2023 and, together with the accompanying proxy card, is first being mailed to the SilverSun stockholders on or about [            ], 2023.

Proposal 3E — to provide that holders of SilverSunCombined Company Class A Common Stock and holders of SilverSunCombined Company Class B Common Stock will vote together as a single class on all matters, except as required by law or by ourthe Amended and Restated Certificate of Incorporation;

•        “Rhodium Class B common stock” are to prior to giving effect to the business combination, Rhodium’s Class B common stock, par value $0.0001 per share;share prior to giving effect to the business combination;

•        “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002, as amended;

•        “SCS” are to Secure Cloud Services, Inc., a Nevada corporation and indirect wholly owned subsidiary of SilverSun;

•        “SEC” are to the U.S. Securities and Exchange Commission;

•        “Second Effective Time” are to the effective time of the Second Merger;

•        “Second Merger” are to the merger following the First Merger, wherein Rhodium shall merge with and into Merger Sub II, resulting in Merger Sub II as the surviving company of the Second Merger;

•        “Securities Act” are to the Securities Act of 1933, as amended;

•        “Separation Agreement” are to the agreement between SilverSun and SilverSun Technologies Holdings Inc. whereby all of the issued and outstanding common stock of SilverSun Holdings will be distributed on a pro rata basis to the stockholders of SilverSun;

•        “Separation and Distribution Proposal” are to the proposal by the SilverSun Board for stockholder approval of the Separation Agreement and the Distribution;

•        “Share Issuance Proposal” are to the proposal by the SilverSun Board for stockholder approval, pursuant to Nasdaq Listing Rule 5635(a)5635;

•        “SilverSun” are to SilverSun Technologies, Inc., (b) and (d);a Delaware corporation;

•        “SilverSun Class A common stock” are to after giving effectSilverSun’s common stock, $0.00001 par value per share, prior to the business combination, SilverSun’sfiling of the Amended and Restated Certificate of Incorporation in accordance with the requirements of the DGCL, such shares of SilverSun common stock to become shares of Combined Company Class A common stock, par value $0.0001 per share;Common Stock after the Amended and Restated Certificate of Incorporation is filed;

•        “SilverSun Class B common stock”Entities” are to after giving effect to the business combination, SilverSun’s Class B common stock, par value $0.0001 per share;SilverSun, Merger Sub I and Merger Sub II;

Q:     When do you expect to complete the Mergers and the Distribution?

A:     We are working to complete the Mergers and the Distribution during the firstsecond quarter of 2023, although we cannot assure completion by any particular date or that the Transactiontransaction will be completed. If the SilverSun stockholders adopt all of the Proposals at the Special Meeting, we expect that the other conditions to completion of the Mergers and the Distribution will be satisfied and the Mergers and Distribution will be consummated promptly thereafter.

Q:     Who will serve as the directors and executive officers of SilverSunthe Combined Company after the consummation of the Mergers?

A:     Upon consummation of the Mergers, it is expected that the SilverSunCombined Company Board will be comprised of five persons to be designated by Rhodium prior to the Closing. The nominating committee of SilverSunthe Combined Company will, at the first election at which each designated director is up for re-election, designate such director (or histheir designee) for re-election. It is contemplated that the executive officers of SilverSunthe Combined Company immediately following the Second Effective Time will be: Chase Blackmon (as Chief Executive Officer), Nicholas Cerasuolo (as Chief Financial Officer), Nathan Nichols (as President), and Cameron K. Blackmon (as Chief Technology Officer). Additional information about the directors and executive officers of SilverSunthe Combined Company following the consummation of the Mergers is set forth in “The Mergers and the Distribution — Governance and Management of SilverSun” beginning on page 13.14.

Q:     Are there risks associated with the Mergers and the Distribution?

A:     Yes, there are important risks associated with the Mergers and the Distribution. We encourage you to read carefully and in their entirety the sections of this proxy statement/prospectus titled “Cautionary Information Regarding Forward-Looking Statements” and “Risk Factors” beginning on pages 2628 and 28,30, respectively. These risks include, among others, risks relating to the uncertainty that the Mergers will close and uncertainties relating to the performance of SilverSunthe Combined Company after the Mergers and the Distribution.

Q:     Do I have appraisal rights?

A:     No. Holders of SilverSun common stock as of the record date for the Special Meeting that do not vote in favor of the Mergers or the Distribution are not entitled to appraisal rights under the DGCL in connection with the Mergers or the Distribution. Additional information about the SilverSun stockholders’ appraisal rights is set forth in “Appraisal Rights and Dissenters’ Rights” beginning on page 176.187.

Q:     What are the U.S. federal income tax consequences of the Distribution and Dividend for Holders of SilverSun common stock?Combined Company Common Stock following consummation of the Mergers?

SilverSun shall use reasonable best efforts to obtain a tax opinion of Lucosky Brookman LLP (or a nationally recognized tax advisor with expertise in these matters that is reasonably acceptable to Rhodium) that the Distribution “should” qualify as a distribution described in Section 355(a) of the Internal Revenue Code (“Code”). If SilverSun receives such opinion, the parties intend to report the Distribution as a tax-free distribution described in Section 355(a) of the Code. The determination of whether a distribution qualifies under Section 355(a) of the Code is a factually intensive determination and relies on unsettled legal standards. Moreover, if a tax opinion is rendered (as described above), the tax opinion will not be binding on the IRS or the courts, and the IRS or the courts may not agree with the conclusions set forth in the tax opinion. SilverSun does not intend to obtain an IRS private letter ruling regarding qualification of the Distribution as a distribution under Section 355(a) of the Code. Therefore, no assurances can be given that the Distribution will qualify as a distribution under Section 355(a) of the Code and, if a tax opinion is not received regarding the qualification of the Distribution as a Distribution described in Section 355(a) of the Code, the parties intend to take the position that the Distribution does not qualify under Section 355(a) of the Code.

such U.S. holder’s share of SilverSun’s currentthe Combined Company’s then-current or accumulated earnings and profits. Distributions in excess of a U.S. holder’s share of SilverSun’s currentthe Combined Company’s then-current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce such U.S. holder’s adjusted tax basis in their shares of SilverSun common stockCombined Company Common Stock with any further excess giving rise to capital gain.

For more information, U.S. holders should carefully review the information set forth in the section titled “Material U.S. Federal Income Tax Consequences” for a general discussion of the material U.S. federal income tax consequences of the Distribution and Dividend, in addition to consulting their own tax advisors as to the specific tax consequences to them of the Distribution and Dividend. Non-U.S. holders are urged to consult with their tax advisor regarding the U.S. federal income tax consequences of the Distribution and Dividend.

PROCEDURES

Q:     What do I need to do now?

A:     After carefully reading and considering the information contained in this proxy statement/prospectus, please complete and sign your proxy card and return it in the enclosed postage-paid envelope as soon as possible so that your shares may be represented at the Special Meeting. Alternatively, you may cast your vote by telephone or Internet by following the instructions on your proxy card. In order to ensure that your vote is recorded, please vote your proxy as instructed on your proxy card, or on the voting instruction form provided by the record holder if your shares are held in the name of your broker or other nominee, even if you currently plan to attend the Special Meeting in person.

Additional information on voting procedures is locatedcan be found beginning on page 156.165.

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please follow the instructions and vote in accordance with each proxy card and voting instruction card you receive.

Q:     If my shares are held in “street name” by a broker or other nominee, will my broker or nominee vote my shares for me?

A:     If you do not provide your broker with instructions on how to vote your “street name” shares, your broker will not be permitted to vote Merger Proposal, Separation and Distribution Proposal, the Charter Proposal, the 2023 Plan Proposal, the Share Issuance Proposal and the Director Election Proposal. You should therefore be sure to provide your broker with instructions on how to vote your shares. You should check the voting form used by your broker to see if your broker offers telephone or Internet voting. If you do not give voting instructions to your broker, your shares will be counted towards a quorum at the Special Meeting, but effectively will be treated as voting against the adoption of the Merger Agreement unless you appear and vote in person at the Special Meeting. If your broker holds your shares and you plan to attend and vote at the Special Meeting, please bring a letter from your broker identifying you as the beneficial owner of the shares and authorizing you to vote.

Under the rules of the Nasdaq, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the Nasdaq determines to be “non-routine” without specific instructions

CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements that do not directly or exclusively relate to historical facts. You can typically identify forward-looking statements by the use of forward-looking words, such as “may,” “will,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast” and other words of similar import. Forward-looking statements include information concerning possible or assumed future results of operations, including statements about the following subjects:Rhodium.

•        Rhodium does not presently have the ability of the partiesfunds required to consummate the proposed Mergers, the Distribution and related transactions, in a timely manner or at all, including the willingness of SilverSun’s stockholders to approve the Proposals;fulfill its business plan.

•        the abilityThere is a risk of loss in value of the parties to satisfy one or more conditionsBitcoin assets due to the completion of the transactions;pricing volatility and, hence, a risk that revenue generated by Rhodium’s mining operations will, at times, be lower than anticipated.

•        benefits, effectsThe Bitcoin of Rhodium is not insured by any government insurer except to the extent portions may be deposited in bank accounts insured by the Federal Deposit Insurance Corporation or results ofwith brokers insured by the proposed Mergers, the Distribution and related transactions;Securities Investor Protection Corporation.

•        Rhodium’s existing insurance coverage may not be adequate to cover all of its potential losses, and increased self-insurance and other insurance costs could materially and adversely affect the valueCombined Company’s business and results of the approximately 3.2% interest in the combined company to be retained by the SilverSun Legacy Stockholders in the proposed Mergers;

•��       cost reductions, operating efficiencies or synergies resulting from the proposed Mergers and Distribution;operations.

•        operations and results after the proposedThe Mergers and Distribution;will constitute a conversion under Rhodium’s SAFE instruments resulting in substantial dilution to existing holders of Rhodium’s common stock.

•        the ability of the combined companyBanks and financial institutions may not provide banking services, or may cut off services, to integrate its operations and to realize the anticipated synergies businesses that engage in Bitcoin- and/or benefits of the transactions;

other cryptocurrency•        -relatedbusiness strategies;

•        growth opportunities;

•        competitive position;

•        market outlook;

•        regulatory outlook with respect to Rhodium’s operations;

•        expected financial position;

•        expected results of operations and future cash flows;

•        changes in capital markets, financing plans, including the ability to raise additional capital on favorable terms activities, or at all;

•        budgets for capital and other expenditures;

•        plans and objectives of management;

•        any required regulatory approvals of the transaction, including the Securities and Exchange Commission;

•        any litigation related to the Mergers and Distributions;

•        tax treatment of the proposed Mergers, Dividend and Distribution;

•        accounting treatment of the proposed Mergers and Distribution;

•        costs incurred in connection with the proposed Mergers and Distribution, including costs in excess of those currently anticipated; and

•        any other statements regarding future growth, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent intentions, plans, expectations, assumptions, and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of Rhodium’s or SilverSun’s control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In addition to the risk factors described in this proxy statement/prospectus under “Risk Factors.”

In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than is described. You should consider the areas of risk and uncertainty described above and discussed under “Risk Factors” in this proxy statement/prospectus and the other documents SilverSun and Rhodium file with the SEC and incorporates by reference in connection with any written or oral forward-looking statements that may be made after the date of this proxy statement/prospectus by SilverSun or Rhodium or anyone acting for any or all of them. Exceptaccept Bitcoin as may be required by law, none of SilverSun or Rhodium undertakes any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.payment.

RISK FACTORS

In addition to the other information included and incorporated by reference in this proxy statement/prospectus, SilverSun stockholders should carefully consider the matters described below to determine whether to approve the Proposals. Additional risks and uncertainties are described in detail under the caption “Risk Factors” in SilverSun’s Annual Report on Form 10-K for the year ended December 31, 2021, which is incorporated by reference.

Risks Relating to the Mergers

•        The value of the shares of SilverSun common stock (such shares to become shares of Combined Company Class A Common Stock following the filing of the Amended and Restated Certificate of Incorporation) may decrease following the date of this proxy statement/prospectus or the date of the Special Meeting and the value of the shares of Combined Company Class A Common Stock may decrease following the Mergers.

•        The Mergers are subject to a number of conditions, some of which are beyond the control of the parties to the Merger Agreement.

The Merger Agreement contains a number of closing conditions, including the following conditions that apply to the obligations of each of SilverSun, Rhodium, Merger Sub I and Merger Sub II:

•        SilverSun shall have obtained the approval of its stockholders to adopt the Merger Agreement, the Separation Agreement, the 2023 Plan and the Amended and Restated Certificate of Incorporation;

•        Rhodium shall have obtained the approval of its Class B stockholders to adopt the Merger Agreement;

•        the SEC shall have declared the registration statement, of which this proxy statement/prospectus forms a part, to be effective, and no stop order concerning the registration statement shall be in effect;

•        the Form 10 shall have become effective and no stop order concerning the Form 10 being in effect;

•        the shares of SilverSun Class A common stock to be issued to SilverSun stockholders and Rhodium stockholders pursuant to the Merger Agreement shall have been approved for listing on Nasdaq pursuant to Nasdaq Listing Rules 5635, subject only to official notice of issuance;

•        the parties to the Merger Agreement shall have received all approvals with any governmental body necessary to consummate the transaction, including, but not limited to, the expiration or termination of the waiting period under the HSR Act; and

•        none of the parties to the Merger Agreement shall be subject to any decree, order or injunction of a U.S. court of competent jurisdiction that prohibits the consummation of the Mergers.

In addition to the conditions described above, neither SilverSun nor Rhodium is obligated to effect the Mergers unless the following conditions, as applicable, are satisfied or waived by that party on or before the Closing:

•        The representations and warranties of the other party shall be true and correct as of the Closing (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), subject to certain exceptions depending on the specific representation and warranty.

•        The other parties shall have performed in all material respects their covenants and agreements under the Merger Agreement.

•        No event, circumstance, development, change or effect shall have occurred since the date of the Merger Agreement that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on the other party.

There can be no assurance regarding when these conditions will be satisfied or other closing conditions, if at all.

The SilverSun Legacy Stockholders will have a significantly reduced ownership and voting interest in the Combined Company after the Mergers and will exercise little to nominimal influence over management of the Combined Company.

After the completion of the Mergers, the•        The SilverSun Legacy Stockholders will own a significantly smaller percentage of the Combined Company than they currently own of SilverSun. Upon completion of the Mergers, the SilverSun Legacy Stockholders will retain approximately 3.2% of SilverSun’s voting power and indirect economic interest of its subsidiaries. The Rhodium Legacy Stockholders will receive approximately 96.8% of SilverSun’s voting power, and Imperium will hold 100% of the SilverSun Class B common stock following the consummation of the

Mergers. Consequently, the SilverSun Legacy Stockholders as a group, will have significantly reduced ownership and voting power in the Combined Company compared to their ownership and voting power in SilverSun prior to the completion of the Mergers. In particular, SilverSun stockholders, as a group, will have minimal ownership and voting power of SilverSun and therefore will be able to exercise little to no influence over the management and policies of the Combined Company.

The SilverSun stockholders may not realize the value being attributed to their retained SilverSun sharesCombined Company Class A Common Stock as thea result of the Mergers.

As part of the consideration in respect of the Mergers, (i) Rhodium will pay to SilverSun $10 million of cash (approximately $8,500,000 of which will be used by SilverSun to pay the Dividend and the balance of which will be used to pay certain transaction expenses, including tax payments), and (ii) Rhodium will assume approximately $1 million of SilverSun’s income tax liabilities related to the Distribution. In addition, the SilverSun Legacy Stockholders will retain approximately 3.2% of the combined company’s voting power immediately after the Closing which is intended to represent approximately $20.5 million in equity (“Retained Interest Valuation”). The stockholders of SilverSun at the close of business on the Dividend and Distribution Record Date will also receive their proportionate share of the shares of SilverSun Holdings to be distributed in the Distribution. The Retained Interest Valuation was determined in September 2022, prior to the execution of the Merger Agreement. Since that time, there have been declines in the value of Bitcoin and the cryptocurrency and blockchain industries have been subject to negative publicity. As the result of the foregoing, the expectation that the value of Bitcoin will remain volatile, and the existing and evolving government regulations impacting the cryptocurrency and blockchain industries, there can be no assurance that the value being attributed to the SilverSun shares being retained by the SilverSun Legacy Stockholders will be realized by the SilverSun stockholders.

•        SilverSun, and thus, the Combined Company, has incurred and will incur significant transaction costs in connection with the Mergers.

Except as otherwise provided in the Merger Agreement, whether or not the Mergers are consummated, all expenses incurred by any party or on its behalf in connection with the Merger Agreement and the transactions contemplated thereby shall be paid by the party incurring such expenses. Such expenses are expected to be significant.

While the Mergers are pending, SilverSun will be subject to business uncertainties and contractual restrictions that could adversely affect its businesses.

Uncertainty about the effect of the Mergers on employees, customers and suppliers may have an adverse effect on SilverSun and, consequently, on the Combined Company. These uncertainties may impair SilverSun’s ability to attract, retain and motivate key personnel until the Mergers are consummated and for a period of time thereafter, and could cause customers, suppliers and others who deal with SilverSun to seek to change existing business relationships with SilverSun. Employee retention may be particularly challenging during the pendency of the Mergers because employees may experience uncertainty about their future roles with the Combined Company. If, despite SilverSun’s retention efforts, key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the Combined Company, the Combined Company’s business could be seriously harmed.

Failure to complete the Mergers could negatively impact the stock price and the future business and financial results of SilverSun because of, among other things, the disruption that would occur as a result of uncertainties relating to a failure to complete the Mergers.

If the Mergers are not completed for any reason, SilverSun could be subject to several risks, including the following:

•        being required to pay Rhodium a termination fee of $5,000,000 in certain circumstances, as described under “The Merger Agreement — Expenses and Termination Fees” beginning on page 86;

•        having had the focus of management of SilverSun directed toward the Mergers and post-merger planning instead of on the SilverSun’s core business and other opportunities that could have been beneficial to SilverSun; and

•        incurring substantial transaction costs related to the Mergers.

In addition, SilverSun would not realize any of the expected benefits of having completed the Mergers.

If the Mergers are not completed, the price of SilverSun common stock may decline to the extent that the current market price of that stock reflects a market assumption that the Mergers will be completed and that the related benefits and synergies will be realized, or as a result of the market’s perceptions that the Mergers were not consummated due to an adverse change in SilverSun’s business. In addition, SilverSun’s business may be harmed, and the prices of its stock may decline as a result, to the extent that customers, suppliers and others believe that SilverSun cannot compete in the marketplace as effectively without the Mergers or otherwise remain uncertain about SilverSun’s future prospects in the absence of the Mergers.

Similarly, current and prospective employees of SilverSun may experience uncertainty about their future roles with the Combined Company and choose to pursue other opportunities, which could adversely affect SilverSun, as applicable, if the Mergers are not completed. The realization of any of these risks may materially adversely affect the business, financial results, financial condition and stock price of SilverSun.

Some of the directors and executive officers of SilverSun have interests in the Mergers that are different from the interests of the SilverSun stockholders generally.

When considering the recommendation of the SilverSun Board with respect•        The Merger Agreement limits SilverSun’s ability to the Mergers, SilverSun stockholders should be aware that some directorspursue an alternative acquisition proposal and executive officers of SilverSun and their affiliates have interests in the Mergers that are different from, or in addition to, the interests of the SilverSun stockholders generally. SilverSun stockholders should consider these interests in conjunction with the recommendation of the directors ofrequires SilverSun to approve the Merger Agreement, the Mergers and the other transactions in connection with and contemplated thereby. These interests are described more fully in “The Mergers — Interestspay a termination fee of Certain SilverSun Directors and Executive Officers in the Merger” beginning on page 14.$5.0 million if it does.

•        The Mergers will result in Imperium, which is currently Rhodium’s largest and controlling owner and is controlled by Chase Blackmon, Nicholas Cerasuolo and Cameron Blackmon, holding a substantial portion of the common stock of the Combined Company Common Stock, with the right to appoint a significant portion of the members of the board of directors of the Combined Company (the “Combined Company Board”),Board, and its interests may conflict with those of other stockholders.

Following the Mergers, Imperium, which is currently Rhodium’s largest and controlling owner, will control approximately 49% of the Combined Company, thereby resulting in Imperium having the ability to substantially influence matters requiring stockholder or board approval, including the election of directors, approval of any potential acquisition of the Combined Company, changes to its organizational documents and significant corporate transactions, and certain decisions that it makes. For so long as Imperium continues to own substantial portions of the Combined Company’s voting stock, Imperium may be able to cause or prevent certain transactions of the Combined Company or a change in the composition of the Combined Company Board. The interests of Imperium with respect to matters potentially or actually involving or affecting the Combined Company, such as future acquisitions, financings and other corporate opportunities and attempts to acquire the Combined Company, may conflict with the interests of its other stockholders.

For example, Imperium may have different tax positions from the Combined Company’s other stockholders, especially in light of the Tax Receivable Agreement, that could influence its decisions regarding whether and when to support the disposition of assets, the incurrence or refinancing of new or existing indebtedness, the timing or amount of distributions by Technologies, or the termination of the Tax Receivable Agreement and acceleration of the Combined Company’s obligations thereunder. In addition, the determination of future tax reporting positions, the structuring of future transactions and the handling of any challenge by any taxing authority to the Combined Company’s tax reporting positions may take into consideration tax or other considerations of Imperium, including the effect of such positions on the Combined Company’s obligations under the Tax Receivable Agreement and with respect to the amount of tax distributions, which may differ from the considerations of us or other stockholders. These decisions could adversely affect the Combined Company’s liquidity or financial condition.

So long as Imperium controls a significant amount of the Combined Company’s stock, Imperium will be able to substantially influence matters requiring stockholder or board approval, including the election of directors, approval of any potential acquisition of the Combined Company, changes to its organizational documents and significant corporate transactions, and certain decisions that the Combined Company makes with respect to its management of the Combined Company’s subsidiaries. In any of these matters, the interests of the owners of Imperium may differ or conflict with the interests of the Combined Company’s other stockholders. Moreover, this concentration of stock ownership may also adversely affect the trading price of the Combined Company’s common stock to the extent investors perceive a disadvantage in owning stock of a company with a stockholder that controls such a large portion of its voting stock.

Provisions of the Combined Company’s organizational documents and Delaware law may delay or deter a change of control of SilverSun.

Following the Mergers, the Combined Company’s organizational documents will contain provisions that may have the effect of discouraging, delaying or preventing a change of control of, or unsolicited acquisition proposals for, the Combined Company. These include provisions that:

•        vest the Combine Company Board with the sole power to set the number of directors of the Combined Company;

•        limit the persons that may call Special Meetings of stockholders;

•        establish advance notice requirements for stockholder proposals and director nominations; and

•        limit stockholder action by written consent.

For a more detailed description of these provisions, see “Description of Capital Stock of the Combined Company”, as well as the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of SilverSun attached as Annex C to this proxy statement/prospectus.

Also, the Combined Company Board has the authority to issue shares of preferred stock in one or more series and to fix the rights and preferences of these shares, all without stockholder approval. Any series of preferred stock of SilverSun is likely to be senior to its common stock with respect to dividends, liquidation rights and, possibly, voting rights. The ability of the Combined Company Board to issue preferred stock also could have the effect of discouraging unsolicited acquisition proposals, thus adversely affecting the market price of SilverSun’s Class A common stock.

In addition, Delaware corporate law makes it difficult for stockholders that recently have acquired a large interest in a corporation to cause the merger or acquisition of the corporation against the directors’ wishes. Under Section 203 of the DGCL, a Delaware corporation such as SilverSun may not engage in any merger or other business combination with an interested stockholder or such stockholder’s affiliates or associates for a period of three years following the date that such stockholder became an interested stockholder, except in limited circumstances, including by approval of the corporation’s board of directors. See “Description of Capital Stock of the Combined Company” beginning on page 171.

If the Distribution does not qualify for its intended tax treatment, holders of SilverSun common stock could be subject to tax in connection with the receipt of SilverSun Holdings common stock.

The rules for determining whether a distribution such as the Distribution qualifies for tax-free treatment for federal income tax purposes are complex and depend on all the relevant facts and circumstances. If SilverSun receives the Distribution Tax Opinion (as defined in the section “Material U.S. Federal Income Tax Consequences”), SilverSun intends to treat the Distribution as a tax-free distribution to SilverSun stockholders under Section 355(a) of the Code. The receipt of such tax opinion is not a condition to closing of the Distribution or Mergers. The tax opinion will be subject to customary qualifications and assumptions, and will be based on factual representations and undertakings of SilverSun and SilverSun Holdings. The failure of any factual representation or assumption to be true, correct and complete in all material respects, or any undertakings to be fully complied with, could affect the validity of the tax opinion. Moreover, the tax opinion will not be binding on the IRS or the courts, and the IRS or the courts may not agree with the conclusions set forth in the tax opinion. SilverSun does not intend to obtain an IRS private letter ruling regarding qualification of the Distribution as a distribution under Section 355(a) of the Code. Therefore, no assurances can be given that the Distribution will qualify as a distribution under Section 355(a) of the Code. If the Distribution were determined not to qualify as a distribution under Section 355(a) of the Code, then if you are a U.S. holder (as defined in the section titled “Material U.S. Federal Income Tax Consequences”) who receives SilverSun Holdings common stock in the Distribution, generally you would be treated as receiving a corporate distribution in an amount equal to the fair market value of the SilverSun Holdings common stock received. In such case, such distribution would be treated as a taxable dividend to the extent of your share of SilverSun’s current or accumulated earnings and profits. Distributions in excess of your share of SilverSun’s current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce your adjusted tax basis in your shares of SilverSun common stock with any further excess treated as capital gain. The Dividend will be subject to the same rules, as described

above, upon receipt (or constructive receipt) by a U.S. holder. U.S. holders are urged to read the section titled “Material U.S. Federal Income Tax Consequences” for more information. Non-U.S. holders are urged to consult with their tax advisor regarding the tax consequences of the Distribution.

Risks Relating to the BusinessesBusiness of Rhodium and the Combined Company

•        While the Mergers are pending, Rhodium will be subject to business uncertainties and contractual restrictions that could adversely affect its business.

Uncertainty about the effect of the Mergers on employees, vendors•        Rhodium is subject to financing risks and suppliers may have an adverse effect on Rhodium and, consequently, ona failure to obtain necessary capital when needed could force the Combined Company. These uncertainties may impairCompany to delay, limit, scale back or cease some or all operations.

•        The Bitcoin mining industry is highly volatile, litigious and subject to a variety of rules and regulations globally from various regulators and governmental entities. Future regulations could adversely impact Rhodium’s ability to attract, retainoperate profitably and motivate key personnel untilmay result in significant declines of the Mergers are consummated and for a periodvalue of time thereafter, and could cause suppliers, vendors, infrastructure partners and lenders who deal with Rhodium to seek to change existing business relationships with Rhodium or terminate them altogether. If, despite Rhodium’s retention efforts, key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the Combined Company, the Combined Company’s business could be seriously harmed.common stock.

•        Bitcoin assets are subject to custodial risk. Rhodium utilizes third party custodians for safeguarding its assets. Failure of Rhodium’s custodian to effectively safeguard Rhodium’s assets may result in a partial or total loss of investment.

•        Rhodium’s colocation and hosting services agreementagreements (the “Colocation Agreements”) and its ability to commence or continue its operations at its Rockdale Site is dependent on leases between third parties.

The Rockdale Site, where Rhodium, through several subsidiaries of Technologies, currently conducts operations, is within a data center site that continues to be under construction. The data center is located on a 32,000 acre property in Milam County, Texas called Sandow Lakes Ranch that is currently owned by SLR Property I, LP (“SLR•        ”) and which is leased to Whinstone U.S. Inc., a Louisiana-based data center company (“Whinstone”). Whinstone, in turn, has entered into colocation agreements (the “Colocation Agreements”) with several subsidiaries of Technologies, in which Whinstone is providing 125 MW of electricity along with colocation hosting services and Rhodium will pay for the electricity for the mining facility. If Whinstone should breach its lease with SLR, it could jeopardize the colocation hosting services agreement or jeopardize Rhodium’s ability to commence or continue its operations at the Rockdale Site pursuant to that agreement.

The Rockdale Site is subject to access risks which could create a risk of avoidable downtime due to the inability to perform maintenance or make repairs when needed, and a risk of avoidable damage to equipment for the same reason.

The Rockdale Site can only be accessed via certain specified access points. The original Alcoa lease also prohibits Whinstone from providing unescorted access to the premises by personnel other than Whinstone personnel. There is a risk that SLR would consider unescorted access to the premises by Rhodium personnel to be a violation of the lease. There is also a risk that Rhodium personnel would have difficulty gaining access to the premises at times when such access is needed. It may be possible for Whinstone to gain unescorted site access for Rhodium personnel pursuant to the sublease consent procedure discussed above. However, there is a risk that SLR will not permit such unescorted access. It may be possible for cameras to be installed that provide continuous 24-hour surveillance of the premises and mining equipment. However, the lease as presently formulated does not explicitly grant permission for such surveillance. If Rhodium personnel are unable to have unfettered access to the premises, it creates a risk of avoidable downtime due to the inability to perform maintenance or make repairs when needed, and a risk of avoidable damage to equipment for the same reason.

The Rockdale Site can also only be accessed via certain specified access points. Additionally, due to permit restrictions imposed because of ongoing construction at that site, there is a limit on the number of Rhodium personnel who are allowed to occupy the site at any given time. Because of this, it is possible that we will not have a large enough presence of personnel on site to sufficiently or adequately respond to emergencies that could arise. Similarly, this also creates a risk of avoidable downtime due to the inability to perform maintenance or make repairs when needed, and a risk of avoidable damage to equipment for the same reason.

Rhodium’s operations are subject to power supply risks.

Rhodium’s business model depends on obtaining large quantities of electricity at very favorable rates. Whinstone has procured favorable electricity rates for use at the Rockdale Site. Rhodium, through one or more of the subsidiaries of Technologies, has entered into Colocation Agreements with Whinstone for the Rockdale Site pursuant to which Whinstone will provide, amongst other services, electricity to the premises at certain contractually agreed rates. Renewables has also entered into a Data Center Lease Agreement with Temple and a Master Retail Electricity Supply Agreement with NetZero Energy LLC and/or its affiliates and/or subsidiaries (“NetZero”). Prior to energization of the Temple Site, on July 11, 2022, NetZero delivered notice to Renewables that, notwithstanding the terms of the ESA Amendment, NetZero would be unable to provide Renewables with a term it requested for a long-term power contract. Accordingly, Renewables is currently operating without a hedged power product (e.g., a power purchase agreement (“PPA”)) and purchasing electricity at real-time market rates for the Temple Site through Mothership (as defined herein) until such time as a PPA can be secured (with Mothership or another retail energy provider).

Rhodium, through the subsidiaries of Technologies, will also have certain obligations under these agreements. For example, the Master Electric Energy Sales Agreement (the “MEESA”) entered into between Renewables and Mothership requires Renewables to keep a certain amount of cash on deposit with Mothership in advance of projected energy usage. This cash deposit may fluctuate and Rhodium may be unable to meet the deposit requirements, in which case, Mothership would cease to deliver energy to Renewables and the Temple Site would become non-operational. If Rhodium should fail to meet any of its obligations, it could result, amongst other things, in a loss of the favorable electricity rate or a loss of electricity service to the premises. Additionally, if Whinstone should breach its agreement with the electricity service provider, then Whinstone will lose the favorable rates it receives for electricity and be unable to pass those favorable rates along to Rhodium. These risks present the risk of Rhodium being unable to operate efficiently or profitably. Further, under the arrangements between Whinstone and the various subsidiaries of Technologies, Rhodium could become obligated to pay to Whinstone a percentage of the cost of a specified electricity consumption amount, even if the actual consumption amount is lower. This presents the risk of the Company paying for electricity it does not use. Additionally, the sale of energy is highly regulated. There is a risk that government regulation could adversely impact the manner or pricing at which the electricity is being supplied or that government regulators may potentially restrict the ability of electricity suppliers to provide electricity to Bitcoin mining operations. To the extent Whinstone and/or Mothership do not maintain adequate control over their finances, it is possible that Whinstone and/or Mothership may not be able to provide their contractual power obligations to Rhodium. Therefore, there is also credit risk related to Whinstone and/or Mothership.

Rhodium’s operations are subject to electricity pricing volatility risks. Rhodium does not have fixed electricity pricing at its Temple Site and there is a risk that it may not have a fixed electricity price at this site.

If the cost of electricity increases, it could have a material adverse effect on Rhodium’s ability to operate profitably. As noted above, Rhodium is currently purchasing power at real-time market rates through the MEESA for the Temple Site. The MEESA provides that Mothership shall deliver energy at the load zone market price (a real-time price) and charge Renewables an additional charge of $2.50 per megawatt hour delivered plus a retail margin. Rhodium, Mothership, and other contracting entities have worked together to develop software and other means by which the Temple Site will power down and not consume energy during times when the cost to mine Bitcoin would exceed the price of Bitcoin. There is a risk that these mechanisms fail, and the Temple Site draws power at extremely high market prices. If the Temple Site draws power at extremely high market prices, it could have a material adverse effect on the profitability of Rhodium’s operations and negatively impact Rhodium’s financial performance.

Further, the regulatory risks noted above may impact Rhodium’s ability to enter into a PPA. Additionally, rising natural gas prices and higher temperatures during summer 2022 have impacted the cost of energy in Texas and nationwide. These factors, and others, create uncertainty around the energy price that Rhodium would be able to secure pursuant to a PPA. If Rhodium is unable to enter into a PPA on favorable terms, if could have a material adverse effect on the profitability of Rhodium’s operations and negatively impact Rhodium’s financial performance.

Rhodium’s operations are subject to hosting services risks.

Rhodium, through various subsidiaries of Technologies, has negotiated and entered into Colocation Agreements with Whinstone pursuant to which Whinstone will provide, among other services, hosting services for Rhodium’s mining operations at the Rockdale Site. Each Whinstone Colocation Agreement includes, amongst other things,

specifications for temperature and ventilation that should be maintained at the premises, escorted access by Rhodium personnel to the premises, and maintenance and remote hands services. Pursuant to each Colocation Agreement, Whinstone personnel, and not Rhodium personnel, will be responsible for physical security, IT security, equipment parts storage, inventory management, and mining equipment setup and installation. Whinstone’s personnel may not be as well experienced or have as much expertise as Rhodium personnel in performing certain of these services. There is also a risk that Rhodium will have less control over the means and manner in which the services are performed, which may result in an increased risk of downtime or security breaches. The hosting fees payable under the Colocation Agreements are variable, which could result in diminished Rhodium profitability over certain periods. Rhodium has also negotiated and Renewables has entered into a Data Center Lease Agreement or the Temple Site. Pursuant to the lease agreement, Temple personnel, and not Rhodium personnel, will be responsible for physical security. Temple’s personnel may not be as well experienced or have as much expertise as Rhodium personnel in performing certain of these services. There is also a risk that Rhodium will have less control over the means and manner in which the services are performed, which may result in an increased risk of downtime or security breaches. Additionally, there is a risk that Rhodium’s site host at the Temple Site may limit Rhodium’s right to host other mining companies under the Data Center Lease Agreement. An inability to host could negatively affect Rhodium’s operations, profitability and financial performance.

Whinstone has accused Rhodium and several of its subsidiaries of breaching the terms of certain site hosting agreements covering some of its Rockdale mining operations and, although Rhodium denies these accusations, if litigation results, it could be costly to defend and could result in termination of the agreements and loss of Rhodium’s ability to continue to mine Bitcoin at the Rockdale Site. On May 17, 2022, Whinstone, which in 2021 was acquired by and is now owned by Rhodium’s competitor Riot Blockchain, Inc., delivered a notice of breach (the “Notice of Breach”) through its counsel contending that Rhodium and several of its mining subsidiaries operating out of Whinstone’s facilities in Rockdale are purportedly in material default and breach of certain hosting agreements. The Notice of Breach was delivered amidst ongoing discussions between Rhodium and Whinstone about potential modifications to certain hosting agreement terms. Those discussions remain ongoing. Rhodium believes that all of the allegations in the Notice of Breach are without merit.

On August 25, 2022, Whinstone delivered a second notice of breach (the “Second Notice of Breach”) through its counsel contending that Rhodium and several of its mining subsidiaries operating out of Whinstone’s facilities in Rockdale purportedly breached certain hosting agreements. Rhodium believes that all of the allegations in the Second Notice of Breach are also without merit.

No litigation with respect to these purported breaches has been commenced, though there is a risk that efforts toward resolution will not succeed and that litigation could result. Any such litigation could cause Rhodium to incur significant expenses and, if Whinstone is successful in its claims against us, it could require that Rhodium pay substantial damages or possibly result in the loss of Rhodium’s ability to continue to mine Bitcoin at the Rockdale Site.

While the Mergers are pending, Rhodium may seek to raise additional funds, finance additional acquisitions or develop strategic relationships by issuing additional securities, including capital stock.

While the Mergers are pending, Rhodium may seek to raise additional funds, finance additional acquisitions or develop or engage in strategic relationships by issuing equity or debt securities. The issuance of equity securities, including debt securities that are convertible into equity, would reduce the percentage ownership of Rhodium’s existing stockholders. Furthermore, any newly issued equity securities could have rights, preferences and privileges senior to those of the holders of Rhodium common stock. The issuance of new debt securities could subject Rhodium and its subsidiaries to covenants which constrain Rhodium’s ability to grow or otherwise take steps that may be favored by holders of Rhodium’s common stock.

Rhodium does not presently have the funds required to fulfill its business plan.•        

Rhodium, via Technologies and subsidiaries thereof, either has entered into or anticipates entering into contracts to obtain mining equipment, electricity, hosting services, and other equipment and services. The contracts entered into or presently under negotiation require expenditures by Rhodium of substantial amounts of capital in advance and prior to Rhodium’s ability to generate revenue from its operations. Rhodium does not presently have the funds required to fulfill its business plan and must rely upon funding provided by its investors for this purpose.

Rhodium depends on its management team, investment professionals and other key personnel, and the loss of their services following the Mergers could have a material adverse effect on Rhodium.

Rhodium’s success depends substantially upon the continued services of its executive officers and other key members of management. From time to time, there may be changes in Rhodium’s executive management team resulting from the hiring or departure of executives. Such changes in Rhodium’s executive management team may be disruptive to Rhodium’s business. Rhodium is also substantially dependent on the continued service of its existing development and operations personnel because of the complexity of its operations and technologies. Rhodium does not maintain key person life insurance policies on any of its employees. The loss of one or more of Rhodium’s key employees or groups could seriously harm its business.

The Combined Company’s business could suffer if it fails to attract and retain a highly skilled workforce.

The Combined Company’s future success will depend on its ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of its organization, in particular skilled technical and management personnel. Trained and experienced personnel are in high demand and may be in short supply in some areas. Many of the companies with which Rhodium competes for experienced employees have greater resources than it has and may be able to offer more attractive terms of employment. In addition, Rhodium invests significant time and expense in training its employees, which increases their value to competitors who may seek to recruit them. The Combined Company may not be able to attract, develop and maintain an adequate skilled workforce necessary to operate the business and labor expenses may increase aspost-Closing management team has limited experience managing a result of a shortage in the supply of qualified personnel. If the Combined Company is unable to attract and retain such personnel, it may not be able to take advantage of acquisitions and other growth opportunities that may be presented to it and this could materially affect the Combined Company’s business, financial condition and results of operations.public company.

The Rockdale Site where Rhodium is currently conducting operations is subject to possible environmental risks.•        

The Rockdale Site where Rhodium’s subsidiaries currently conduct operations is located on a property with known environmental contamination. There are restrictions on groundwater use due to the presence of industrial waste and other contaminants that exceed federal limits for human consumption. There is also a 169-acre landfill on the property that has been primarily used to dispose of coal-ash, a heavy metal-laced byproduct of burning coal at the now-shuttered Alcoa aluminium smelter on the property. An environmental group has claimed that testing of groundwater around the landfill indicated that heavy metals from the coal-ash had made their way into the groundwater. The analysis showed that concentrations of arsenic, mercury, cobalt and lithium were well over the federal limits for human consumption and could present significant risk to human health. Prolonged exposure to these sorts of contaminants can result in health risks, including nervous system damage. This poses a risk of increased scrutiny of the property by governmental regulators, a risk that the site may be temporarily or permanently closed by governmental regulators, a risk of increased litigation by personnel working on site, and a risk that further remediation activity may be required, which may be disruptive to Rhodium’s operations. Moreover, these risks could have an adverse effect on Rhodium and its subsidiaries’ ability to adequately and cost-effectively insure its operations.

Rhodium’s mining operations are and will be heavily dependent on a continuous supply of large amounts of electricity to both the Rockdale Site and Temple Sites,Site, which is subject to disruption. Any such disruptions could result in disruption to Rhodium’s mining operations and affect Rhodium’s ability to operate efficiently and profitably, or at all.

Rhodium’s mining operations are and will be heavily dependent on a continuous supply of large amounts of electricity to both the Rockdale and Temple Sites. There is ongoing risk that this supply may be disrupted at one or both sites due to a variety of factors. Any disruption could be caused by utility company transmission equipment downtime due to maintenance or equipment failure. Such disruption can also be caused by site-specific maintenance, obligatory or voluntary site-specific curtailment, adverse weather conditions, natural disasters, strikes, contractual disputes, lockouts, labor shortages, or other force majeure events or other events not reasonably ascertainable or attributable to Rhodium. Disruption of electrical service to one or both sites could result in significant disruption to Rhodium’s mining operations and affect Rhodium’s ability to operate efficiently and profitably, or at all.

Rhodium’s operations, including the headquarters and Temple facility, require armed security officers and may result in potential injury in the course of their duties. Any potential injury due to a discharge of weapons could result in litigation against Rhodium and could adversely affect their operations.

Rhodium employs armed security officers in order to protect the headquarters and Temple facility. The security Rhodium employs to protect against risks to its business may result in harms to employees or related third parties which could lead to potential litigation against Rhodium. Any claims or litigation against Rhodium could cause it to incur significant expenses and, if successfully asserted against Rhodium, could require that Rhodium pay substantial damages.

There is a risk that Rhodium will not secure the funds necessary to finance Bitcoin mining equipment, which could result in a smaller number of Bitcoin miners being delivered in an amount proportionate to the payment made.

Rhodium, through Rhodium Renewables LLC (“Renewables”) and potentially other subsidiaries of Technologies, plans to acquire its Bitcoin mining equipment for the Temple Site either directly or indirectly from industry leading manufacturers of Bitcoin mining equipment mainly located in China (“Miner Suppliers”). These purchases shall be made pursuant to one or more contracts between Renewables, or another subsidiary of Technologies, and the Miner Suppliers. Rhodium expects that the Miner Suppliers may require down payments of twenty-five percent (25%) or more of the total order at or shortly following the time of contracting. Rhodium plans to begin having Renewables, or other subsidiaries of Technologies, enter into contracts with Miner Suppliers as soon as it has sufficient funds available to do so. There is a risk that Rhodium will not secure the funds necessary to finance the Bitcoin mining equipment, which could result in a smaller number of Bitcoin miners being delivered in an amount proportionate to the payment made. Rhodium is prepared to mitigate this risk by adjusting the number of miners if insufficient capital is raised to meet the total order amount.

There are also several new and existing competitors in Rhodium’s industry that are purchasing mining equipment at scale, which may cause delays or difficulty in us obtaining new miners, which could materially and adversely affect Rhodium’s business and results of operations.

If any litigation ultimately takes place between Rhodium, Technologies, and/or any of its subsidiaries, and any of the Miner Suppliers, it will most likely be in China, which is where most of the Miner Suppliers are located. This presents the risk of higher litigation expenses. There is a risk that the Miner Suppliers will go out of business before the Bitcoin miners are shipped. There is a risk that some or all of the Bitcoin miners will be defective or nonconforming. There is a risk that shipment of some or all of the Bitcoin miners will be delayed due to circumstances beyond Rhodium’s control, such as disruption of the Miner Supplier’s supply chain, problems with shipping, or other force majeure events. If the full quantity of Bitcoin miners is not shipped, or shipment is delayed, or if some miners need to be returned, it will negatively impact the Rhodium’s revenue and anticipated financial performance.

Further, Rhodium relies on a limited number of suppliers for the fluid used in the liquid-cooling systems. Rhodium’s reliance on single or a limited number of suppliers could result in product delivery problems and delays and reduced control over product pricing and quality. Additionally, the proliferation of liquid-cooling technology in the cryptocurrency mining business or in the computing industry more generally could increase demand for the fluid Rhodium uses in its liquid-cooling operations, which could increase Rhodium’s costs of operations and therefore could materially and adversely affect Rhodium’s business and results of operations.

Rhodium’s mining operations, including the sites in which its miners are operated or that are currently under construction, may experience damages, including damages that are not covered by insurance.

Rhodium’s current mining operations at its two Texas sites are subject to a variety of risks relating to their physical condition and operation, including, but not limited to:profitably.

•        the presence of construction or repair defects or other structural or building damage;

•        any noncompliance with or liabilities under applicable environmental, health or safety regulations or requirements or building permit requirements;

•        any damage resulting from natural disasters, such as hurricanes, earthquakes, fires, floods and windstorms; and

•        claims by employees and others for injuries sustained at the sites, including as a result of exposure to high voltage operations, extreme temperature conditions in the mines, exposure to on-site contaminants and pollutants and dangers posed by the liquid-cooling reservoirs located at its sites.

For example, Rhodium’s mining sites could be rendered temporarily or permanently inoperable as a result of a fire or other natural disaster or by a terrorist or other attack on the mine. The security and other measures Rhodium takes to protect against these risks may not be sufficient. Additionally, Rhodium’s mining sites could be materially adversely affected by a power outage or loss of access to the electrical grid or loss by the grid of cost-effective sources of electrical power generating capacity. Rhodium’s existing insurance covers the replacement cost of lost or damaged miners, but does not cover any interruption of its mining activities; therefore Rhodium’s existing insurance may not be adequate to cover the losses it suffers as a result of any of these events. In the event of an uninsured loss, including a loss in excess of insured limits, at any of the mining sites in Rhodium’s network, Rhodium may not be able to remediate that loss in a timely manner or at all and Rhodium may lose some or all of the future revenues anticipated to be derived from such sites.

If Rhodium’s mining equipment is damaged, Rhodium’s ability to operate efficiently and profitably will be affected.

Rhodium’s mining operations will be heavily dependent on the continuous and efficient operation of the miners that will be located at the Rockdale and Temple Sites. There is a risk that a power surge, severe storm or other inclement weather event, a fire that activates the sprinkler system at the premises, a flood, a partial or complete collapse of the structure, or mistakes made by Rhodium personnel in the use of dielectric fluid designed to cool the miners, would result in damage to Rhodium’s mining equipment. If any such damage occurs at either site, it will result in one or more miners becoming disabled or “offline,” which will in turn affect Rhodium’s ability to operate efficiently and profitably. Although disabled or damaged miners can be replaced, the delay in procuring and bringing new equipment online will still negatively impact revenue generated by Rhodium’s mining operations.

Rhodium’s reliance primarily on a limited assortment of miner models from a single manufacturer may subject its operations to increased risk of failure.

The performance and reliability of Rhodium’s miners and its technology is critical to its reputation and its operations. Because Rhodium currently uses a limited assortment of miners in its fleet, if there are issues with those machines, such as a design flaw in the ASIC chips they employ, its entire system could be affected. Rhodium currently uses a few different models of miners, but if there are issues with such machines, it may have to rely on a single model of miner. Any system error or failure may significantly delay response times or even cause Rhodium’s system to fail. Any disruption in Rhodium’s ability to continue mining could result in lower yields and harm its reputation and business. Any exploitable weakness, flaw, or error common to the type of miners Rhodium uses affects all such miners; therefore, if a defect or other flaw exists and is exploited, all or a substantial portion of Rhodium’s mining operations could go offline simultaneously. Any interruption, delay or system failure could result in financial losses.

Costs associated with potential future upgrades or replacements of mining equipment will adversely affect Rhodium’s profitability.

Rhodium anticipates that the mining equipment it has ordered will be productive for several years. However, newer Bitcoin mining technology will eventually become available that will render Rhodium’s mining equipment obsolete. Rhodium cannot predict how quickly advances in technology will happen. There is a risk that Rhodium’s Bitcoin mining equipment will become obsolete sooner than expected and require upgrades or replacements. Under such circumstances, the costs associated with such upgrades or replacements will adversely affect Rhodium’s profitability.

Maintenance and repair of Rhodium’s liquid cooling systems could result in unplanned downtime, which could negatively affect revenue generated by Rhodium’s mining operations or otherwise negatively impact Rhodium’s results of operations.

Rhodium’s liquid cooling technology operates through the use of tanks, pumps, dry coolers, pipes and other conduits. While Rhodium’s liquid cooling technology is operating, dielectric fluid is running through these systems. The dielectric fluid Rhodium uses is engineered to help facilitate heat transfer from the mining rigs in a manner that facilitates temperature reduction. The systems include seals and other components designed to prevent any unintended discharge of dielectric fluid. It is possible that, despite Rhodium’s efforts to continuously maintain these systems in

good and operable condition, one or more of the components or parts might fail, resulting in the unintended discharge of dielectric fluid. If an unintended or unplanned discharge of dielectric fluid takes place, it could result in unplanned downtime for maintenance or repair, which could negatively affect revenue generated by Rhodium’s mining operations. Additionally, such a discharge could cause Rhodium to incur expenses associated with site remediation, which could be significant and could have a material adverse effect on Rhodium’s results of operations and financial performance.

If any theft •        Disruption of high-speed broad-band Internet access to the Rockdale Site and/or vandalism occurs on Rhodium’s two sites, itTemple Site will result in diminisheddisruption to Rhodium’s mining capacity until such time as the damaged or stolen equipment can be repaired or replaced. Such diminished capacity will result in revenue reduction.operations and affect Rhodium’s ability to operate efficiently and profitably.

•        There is a risk that Rhodium will not secure the funds necessary to finance its operations or future purchases of loss on account of vandalism or theft. Rhodium’s two sites and theBitcoin mining equipment located there could be damaged on account of vandalism. In addition, there is a risk that one or more of the miners or other equipment could be stolen. If any such theft or vandalism occurs, it will result in diminished mining capacity until such time as the damaged or stolen equipment can be repaired or replaced. The diminished capacity will result in revenue reduction and increase the difficulty in operating Rhodium efficiently and profitably.from its suppliers.

•        Rhodium is subject to risks related to the voiding of the warranty on its mining equipment.

Rhodium plans to optimize its power consumption by immersing the miners in dielectric fluid for cooling purposes. It is likely that doing so will void the warranty on the miners offered by the Miner Suppliers. Rhodium believes that the benefits of immersive cooling outweigh the detriments associated with having no recourse available under the warranty. Although Rhodium will test each miner prior to placing the miner in dielectric fluid, it is possible that defects in mining equipment may not present themselves until after being immersed. In such cases, replacement of the miner via recourse to the applicable Miner Supplier warranty may be unavailable and it will be necessary for Rhodium to absorb the full cost of replacement.

If Rhodium is ultimately unsuccessful in defending its ongoing litigation matters despite the substantial defenses which Rhodium believes are available to it, the lawsuits could have an adverse effect on Rhodium’s business and operations.

Rhodium and several of its subsidiaries are currently defendants in a pending patent infringement dispute in which it expects to prevail, but which is costly to defend and which, if adversely determined, could have a material adverse effect. On January 14, 2022, days after Rhodium announced the commencement of an initial public offering, Rhodium was named as a defendant in a civil lawsuit alleging patent infringement in the case captioned Midas Green Technologies, LLC v. Rhodium Enterprises, Inc. et al., Civil Action Number 6:22-CV-0050-ADA (filed in the U.S. District Court for the Western District of Texas) (i.e., the MGT Complaint). While this case is reasonably possible to result in payment, Rhodium believes it is more likely than not that Rhodium will succeed on the merits of this litigation if the case is fully adjudicated. However, if Rhodium is ultimately unsuccessful in defending such a lawsuit despite Rhodium’s substantial defenses, the lawsuit could have an adverse effect on Rhodium’s business and operations.

In a separate matter, a subcontractor to a contractor Rhodium hired to perform restoration work following a fire that took place at the air-cooled portion of the Whinstone facility has filed a lawsuit attempting to collect additional amounts that Rhodium disputes, and there is a risk that if the suit is adversely determined, it could have a material adverse effect. Rhodium believes it is more likely than not that it will be determined that Rhodium does not owe any additional amounts. Therefore, while this case could potentially result in payment, Rhodium believes it is more likely than not that Rhodium will succeed on the merits of this litigation if the case is fully adjudicated. Nevertheless, if the case is fully adjudicated and the ultimate determination is adverse to Rhodium, it could result in Rhodium being required to pay amounts potentially in excess of $1 million. Under such circumstances, any such determination could have an adverse effect on Rhodium’s business and operations.

Rhodium may become subject to other disputes, including other intellectual property disputes, which are costly and may subject Rhodium to significant liability and increased costs of doing business.

Rhodium may become subject to other intellectual property disputes, which are costly and may subject Rhodium to significant liability and increased costs of doing business. In recent years, there has been considerable patent, copyright, trademark, domain name, trade secret and other intellectual property development activity in the crypto-economy, as

The reward for adding new blocks to the Bitcoin blockchain is subject to halving, and the value of Bitcoin may not adjust to compensate for the reduction in the rewards received from mining efforts. Halving is a process incorporated into many proof-of-work consensus algorithms that reduces the Bitcoin reward paid to those who mine Bitcoin over time according to a pre-determined schedule. The most recent halving for Bitcoin happened on May 11, 2020 and according to Bitcoin.org, the next halving is projected to occur in 2024. This process will reoccur until the total amount of Bitcoin currency rewards issued reaches 21 million Bitcoin, which is expected around 2140. While Bitcoin price has had a history of price fluctuations around the halving of its rewards, there is no guarantee that the price change will be favorable or would compensate for the reduction in mining reward. If a corresponding and proportionate increase in the trading price of Bitcoin or a proportionate decrease in mining difficulty does not follow these anticipated halving events, the revenue the Company earns from Bitcoin mining operations could see a corresponding decrease, which could have a material adverse effect on Rhodium’s business and operations.

Additionally, forks in the Bitcoin network may occur in the future which may affect Rhodium’s operations and financial performance. Because Bitcoin is an open-source protocol without a centralized governing authority, there is a possibility Bitcoin develops in ways which are not foreseeable. An example is modification of the Bitcoin protocol by a sufficient number of users (known as a “hard fork”). Hard forks can lead to fragmentation among trading platforms as to correct naming conventions for forked cryptocurrencies, create contentions among participants, and raise new security concerns. Historically, speculation over a new hard fork in the Bitcoin protocol has resulted in Bitcoin price volatility. A hard fork may also render the Bitcoin mining equipment incompatible with the new Bitcoin protocol Any such changes may have a material effect on the Company’s operations, financial position, and financial performance. Additionally, because of the open-source nature structure of the Bitcoin network, if the protocol is not properly monitored and upgraded, the protocol could damage the Bitcoin network and, consequently, an investment in Rhodium.

Bitcoin assets are subject to custodial risk.•        

There is a custodial risk associated with Bitcoin mining rewards. A hot wallet maintained by Rhodium could be hacked, and cold wallet maintained by Rhodium could be stolen, lost or destroyed, in either case resulting in loss of access to the Bitcoin mining rewards to which the wallets correspond and hence, loss of value of Rhodium assets. Similarly, a best-in-class third-party custody arrangement such as one offered by Coinbase Custody or BitGo Custody is nevertheless susceptible to hacking or network penetration, again resulting in loss of access to the Bitcoin assets, and hence, loss of value of Rhodium assets. If Bitcoin assets are lost prior to liquidation, it will result in overall loss of revenue from Rhodium’s mining operations. Rhodium employs a variety of risk mitigating procedures designed to reduce custodial risk.

The success of Rhodium’s operations will depend in part on the reliability of third parties upon which Rhodium will need to rely in order to effectively carry out its business plans.

The success of Rhodium’s operations will depend in part on the reliability of third parties upon which Rhodium will need to rely in order to effectively carry out its business plans. Rhodium will likely join a Bitcoin mining pool in order to maximize its return on power consumption. However, if other parts of the pool are hacked or breached, it could result in loss of a day’s worth of Bitcoin mining reward for the entire pool, including Rhodium. Rhodium will likely rely on exchanges such as Coinbase or on OTC providers, such as Cumberland or SDM, for batch liquidation of its Bitcoin assets. If any of these exchanges or OTC providers are hacked or breached, it could result in Rhodium’s inability to realize any cash in exchange for the Bitcoin assets being liquidated as part of that transaction. There is no way to cost effectively insure against this risk of loss. If a loss occurs, it will have a material adverse impact on Rhodium’s revenue.

Rhodium’s reliance on a third-party mining pool service provider for its mining revenue payouts may have a negative impact on its operations, including as a result of cyber-attacks against the mining pool operator and/or limited recourse against the mining pool operator with respect to rewards paid to Rhodium.

Rhodium receives Bitcoin mining rewards from its mining activity through third-party mining pool operators. Mining pools allow miners to combine their processing power, increasing their chances of solving a block and getting paid by the network. The rewards are distributed by the pool operator, proportionally to Rhodium’s contribution to the pool’s overall mining power, used to generate each block. Should the pool operator’s system suffer downtime due to a cyber-attack, software malfunction or other similar issues, it will negatively impact Rhodium’s ability to mine and

receive revenue. Furthermore, Rhodium is dependent on the accuracy of the mining pool operators’ record keeping to accurately record the total processing power provided to the pools for a given Bitcoin mining application in order to assess the proportion of that total processing power Rhodium provided. While Rhodium has internal methods of tracking both the power Rhodium provided and the total used by each pool, the mining pool operators use their own record-keeping to determine Rhodium’s proportion of a given reward. Rhodium has little means of recourse against the mining pool operators if Rhodium determines the proportion of the reward paid out to Rhodium by the mining pool operators is incorrect, other than leaving the pools. If Rhodium is unable to consistently obtain accurate proportionate rewards from its mining pool operators, Rhodium may experience reduced reward for its efforts or be forced to leave the mining pool or join a new mining pool, all of which could have an adverse effect on its business and operations.

In addition, Rhodium’s proportion of mining rewards are temporarily held by the operators of the pools until they are distributed to Rhodium. During this time, cryptocurrencies held by the pool operators may be subject to risk of loss due to theft or loss of private keys, among other things, and distributions of such cryptocurrencies from the pool operators to their custodian or other wallets may be intercepted by malicious actors. If a pool operator ceases to provide services, whether related to a cyberattack, software malfunction or other similar issue, or discovers a shortfall in the Bitcoin held by the pool, the revenue that Rhodium generated from the pool may never be paid to Rhodium, and Rhodium may have little means of recourse against the mining pool operator. Even if Rhodium joined other mining pools, there is a risk of short-term impact on Rhodium’s financial performance in making that transition, and new mining pools would hold the same or additional risks.

Rhodium is in the process of developing its own mining pool to, in part, mitigate the risks associated with relying on third-party pools, but Rhodium may not be successful in doing so, which could have an adverse effect on its business and operations.

The Bitcoin of Rhodium is not insured by any government insurer except to the extent portions may be deposited in bank accounts insured by the Federal Deposit Insurance Corporation or with brokers insured by the Securities Investor Protection Corporation.

The Bitcoin of Rhodium is not insured by any government insurer except to the extent portions may be deposited in bank accounts insured by the Federal Deposit Insurance Corporation or with brokers insured by the Securities Investor Protection Corporation not insured by any government insurer except to the extent portions may be deposited in bank accounts insured by the Federal Deposit Insurance Corporation or with brokers insured by the Securities Investor Protection Corporation and such deposits and securities are subject to such insurance coverage. Rhodium intends to privately insure the machines, building and electrical infrastructure through property and casualty insurance policies.

•        Rhodium’s existing insurance coverage may not be adequate to cover all of its potential losses, and increased self-insuranceself-insurance and other insurance costs could materially and adversely affect itsthe Combined Company’s business and results of operations.

Rhodium maintains insurance policies for its business that provide it with some protection in the event its miners are lost or damaged; however, these insurance policies and protections may not be adequate to protect it from liabilities that Rhodium may incur in connection with the operation of its business. Certain extraordinary hazards, for example, may not be covered, and insurance may not be available (or may be available only at prohibitively expensive rates) with respect to many other risks. Moreover, any loss incurred could exceed policy limits, and policy payments made to Rhodium may not be made on a timely basis. Because of the high cost of new miners, if Rhodium’s insurance coverage is insufficient to cover the replacement, or if payment of its existing coverage benefits is significantly delayed, Rhodium may be required to expend additional capital resources to replace any miners Rhodium loses as a result of casualty events.

Additionally, although Rhodium seeks to control its insurance risk and costs, the premiums Rhodium pays to obtain insurance coverage may, and are likely to, increase over time. These increases in insurance premiums can occur unexpectedly and without regard to Rhodium’s efforts to limit them, and, because of these rising costs, Rhodium may not be able to obtain similar levels of insurance coverage on reasonable terms, or at all. If this occurs, Rhodium may choose or be forced to self-insure its assets, which could expose Rhodium to significant financial risk due to the high cost of new miners. If insurance costs become unacceptably high and Rhodium elects to self-insure, and Rhodium experiences a significant casualty event resulting in the loss of some or all of its miners, Rhodium could be forced to expend significant capital resources to acquire new replacement miners. If such casualty loss of its miners

is not adequately covered by insurance and Rhodium does not have access to sufficient capital resources to acquire replacement miners, Rhodium may not be able to compete in its rapidly evolving and highly competitive industry, which could materially and adversely affect its financial condition and results of operations.

The Combined Company requires additional financing which may not be available, if at all, on reasonable terms.•        

Rhodium, via Technologies and subsidiaries thereof, either has entered into or anticipates entering into contracts to obtain mining equipment, electricity, hosting services, infrastructure build-out and other equipment and services at favorable rates. Rhodium’s initial start-up costs for the Temple Site may be higher than anticipated and the Combined Company may need to raise additional capital in the future to begin operations at that site. The Combined Company may not be able to find additional financing, if required, on favorable terms or at all. If additional funds are raised through the issuance of equity, equity-related or debt securities, these securities may have rights, preferences or privileges senior to those of the rights of other holders of securities of the Combined Company.

Rhodium expects to eventually deploy 225 MW of liquid-cooled miners at the Temple Site. As of September 30, 2022, 40 MW of that 225 MW has been deployed for commissioning and testing purposes. However, there is a risk that the construction will not be completed as scheduled, without cost overrun or at all. Even if the construction is completed on a timely basis, there is no assurance that the full commercial operations will begin as Rhodium expects. Additionally, if construction of the Temple Site is delayed, Rhodium may not be able to deploy the additional miners that have been purchased for that site. Therefore, Rhodium may not realize the benefit of substantial capital investments already made in the new miners. If this occurs, the business may suffer and operations may be adversely affected. Cost overruns associated with construction of the Temple Site could require the Combined Company to raise additional funds from other sources.

Rhodium has a limited operating history and may not be able to achieve or sustain profitability.

Rhodium is an early-stage business and, therefore, has limited operating history. Rhodium may not be able to achieve or sustain profitability. There can be no assurance that Rhodium will become profitable.

Rhodium’s management team may allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to Rhodium’s affairs.

Rhodium’s management team may allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to Rhodium’s affairs. The management team may be engaged in other business endeavors and are not obligated to contribute any specific number of hours per week to Rhodium’s affairs. If the other business affairs of Rhodium’s management team requires them to devote more substantial amounts of time to such affairs, it could limit their ability to devote time to the affairs of Rhodium, which could have a negative impact on Rhodium’s ability to operate efficiently.

The Mergers will constitute a conversion under Rhodium’s SAFE instruments resulting in substantial dilution to existing holders of Rhodium’s common stock.

Between June 2, 2021 and October 12, 2021, Rhodium entered into simple agreements for future equity (the “SAFEs”) with certain investors for an aggregate purchase price of $86.9 million. Pursuant to the SAFEs, Rhodium issued rights to such investors to receive shares of Rhodium’s Class A common stock upon the occurrence of a change in control event under the SAFEs. Each SAFE provides that, upon the occurrence of certain events, the rights will convert into shares of Class A common stock. The Mergers will constitute a conversion event under Rhodium’s SAFEs and cause each SAFE to convert without a discount in accordance with the terms of the SAFEs, resulting in substantial dilution to existing holders of Rhodium’s common stock.

Security breaches could cause Rhodium to halt operations or incur a loss of assets.•        

Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses, could result in the halting of Rhodium’s operations or a loss of Rhodium’s assets.

Rhodium’s digital asset networks are subject to harm by malicious actors.

If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the processing power dedicated to mining on certain digital asset networks, it may be able to alter the blockchain on which the digital asset transaction relies by constructing alternate blocks if it is able to solve for such blocks faster than the remainder of the miners on the digital asset network can add valid blocks. In such alternate blocks, the malicious actor or botnet could control, exclude or modify the ordering of transactions, though it could not generate new digital assets or transactions using such control. Using alternate blocks, the malicious actor could double spend its own digital assets and prevent the confirmation of other users’ transactions for so long as it maintains control. To the extent that such malicious actor or botnet does not yield its majority control of the processing power on various digital asset networks or the digital asset community does not reject the fraudulent blocks as malicious, reversing any changes made to the blockchain may not be possible. Such changes could adversely affect an investment in Rhodium or the ability of Rhodium to transact.

Stolen or incorrectly transferred digital assets may be irretrievable.

Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of digital assets or a theft of digital assets generally will not be reversible, and Rhodium may not be capable of seeking compensation for any such transfer or theft. It is possible that, through computer or human error, or through theft or criminal action, Rhodium’s digital assets could be transferred in incorrect amounts or to unauthorized third parties. To the extent that Rhodium is unable to seek a corrective transaction with such third party or is incapable of identifying the third party which has received Rhodium’s digital assets through error or theft, Rhodium will be unable to revert or otherwise recover incorrectly transferred digital assets. To the extent that Rhodium is unable to seek redress for such error or theft, such loss could adversely affect an investment in Rhodium.

The market and price for Bitcoin generated by Rhodium can be highly volatile, which may reduce revenues and net income.

The market and price for Bitcoin generated by Rhodium can be highly volatile. Although Rhodium feels that it is well-positioned to mine Bitcoin, the market could become less favorable, which may reduce revenues and net income.

There is no assurance that mining rewards in the form of Bitcoin will maintain their long-term value in terms of future purchasing power.

There is no assurance that mining rewards in the form of Bitcoin will maintain their long-term value in terms of future purchasing power or that Bitcoin will remain widely accepted as a mechanism of exchange for cash or other securities or commodities. In addition, and as noted above, the Bitcoin network goes through “halving events” during which the number of Bitcoin that miners are awarded for processing a block are reduced by 50%. While Bitcoin price has had a history of price fluctuations around the halving of its rewards, there is no guarantee that the price change will be favorable or would compensate for the reduction in mining reward. If a corresponding and proportionate increase in the trading price of Bitcoin or a proportionate decrease in mining difficulty does not follow these anticipated halving events, the revenue that Rhodium earns from Bitcoin mining operations could see a corresponding decrease, which could have a material adverse effect on Rhodium’s business and operations.

There are other risks associated with Bitcoin mining.

If rewards and transaction fees are not properly matched to the efforts of miners, miners may not have an adequate incentive to continue mining. Miners ceasing operations could reduce the collective processing power on the Bitcoin network, adversely affect the validation process for transactions, and, generally, make the network more vulnerable. Further, if a single miner or a mining pool gains a majority share in the Bitcoin network’s computing power, the integrity of the block chain may be affected. A miner or mining pool could reverse Bitcoin transactions, make double-spend transactions, prevent confirmations or prevent other miners from mining valid blocks. Each of these scenarios could reduce confidence in the validation process or processing power of the network, and adversely affect Bitcoin’s value, the Bitcoin network and/or an investment in Bitcoin. As the number of Bitcoin awarded for solving a block in the block chain decreases (i.e., as a result of a halving), the incentive for miners to continue to contribute processing power to the Bitcoin network may transition from a set reward to transaction fees. Either the requirement from miners of higher transaction fees in exchange for recording transactions in the block chain or a software upgrade

that automatically charges fees for all transactions may decrease demand for Bitcoin and prevent the expansion of the Bitcoin network to retail merchants and commercial businesses, resulting in a reduction in the net asset value. To the extent that any miners cease to record transactions in solved blocks, transactions that do not include the payment of a transaction fee will not be recorded on the block chain until a block is solved by a miner who does not require the payment of transaction fees. Any such delays in the recording of transactions could result in a loss of confidence in the Bitcoin network, which could adversely impact Bitcoin’s value, the Bitcoin network and/or an investment in Bitcoin.

Future government regulation may increase Rhodium’s operating costs.

Rhodium operates in an environment of uncertainty as to potential government regulation. Extreme volatility and illiquidity in markets has in the past led to, and may in the future lead to, extensive governmental intervention. Rhodium believes that it may be subject to direct regulation. Laws and regulations may be introduced, and court decisions may affect the business. Any future regulation may have a negative impact on the business by restricting the method of operation or imposing additional costs. Additionally, regulatory or tax law changes or actions may restrict the use of cryptocurrencies in a manner that adversely affects Rhodium’s business, prospects or operations. Potential regulation and/or legislation related to climate change that may materially adversely affect the same. It is impossible to predict when these restrictions will be imposed, what the interim or permanent restrictions will be, and/or the effect of such restrictions on Rhodium’s business strategy. Further, the crypto-economy has limited access to policymakers and lobbying organizations, which may harm Rhodium’s ability to effectively react to proposed legislation and regulation of cryptocurrency or cryptocurrency platforms adverse to its business.

Banks and financial institutions may not provide banking services, or may cut off services, to businesses that engage in Bitcoin- and/or other cryptocurrency-related activities, or that accept Bitcoin as payment.

Banks and financial institutions may not provide banking services, or may cut off services, to businesses that engage in Bitcoin- and/or other cryptocurrency-related activities, or that accept Bitcoin as payment, and Rhodium may be exposed to counterparty risk related to the companies Rhodium uses to sell its Bitcoin. Although a number of significant U.S. banks and investment institutions, such as Goldman Sachs, Citi Group, J.P. Morgan, Bank of America and BlackRock, have indicated they plan to begin allowing customers to carry and invest in Bitcoin and other cryptocurrencies, Bitcoin, and other cryptocurrencies’ acceptance and use by banks is relatively uncommon and may never become mainstream.payment.

Decreased use and demand for Bitcoin and/or blockchain technology may adversely affect its value and result in a reduction in the price of Bitcoin and the value of Rhodium.

Decreased use and demand for Bitcoin and/or blockchain technology may adversely affect its value and result in a reduction in the price of Bitcoin and the value of Rhodium. A number of factors may impact the widespread adoption of Bitcoin which could adversely affect an investment in the Combined Company’s securities. For example, if transaction fees paid for Bitcoin transactions become too high, users may be motivated to move away from the Bitcoin network entirely. Further, blockchain technology could be replaced by a different technology, which could adversely affect Bitcoin’s value. Additionally, the impact of geopolitical and economic events on the supply and demand for Bitcoin and/or blockchain technology is uncertain. Such events will have unknown impacts on supply and demand for Bitcoin and may motivate large-scale acquisitions or dispositions of Bitcoin.

Negative publicity associated with the cryptocurrency and blockchain industries may adversely affect the value of Bitcoin and blockchain technology and result in a reduction in the price of Bitcoin and the value of Rhodium.

The blockchain and cryptocurrency industries are relatively new. Many of the companies that operate in the industry are unlicensed, unregulated, operate without supervision by a governmental authorities, and do not provide the public with significant information regarding their ownership structure, management team, corporate practices, cybersecurity, and regulatory compliance. As a result, the general public may lose confidence in crypto assets which could lead to decreased use and demand for Bitcoin.

Since the inception of the cryptoeconomy, numerous cryptocurrency and blockchain companies have been sued, investigated, or shut down due to fraud, manipulative practices, business failure, and security breaches. In 2022, many crypto and blockchain companies have declared bankruptcy, resulting in a loss of confidence in participants of the cryptoeconomy and negative publicity surrounding crypto more broadly. These events, negative perception and a lack

of standardized regulation in the cryptoeconomy may result in greater volatility in the price of Bitcoin, including a significant depreciation in value. Such volatility and negative perception could also lead to large redemptions or withdrawals of Bitcoin which would also negatively affect the market price of Bitcoin. Any of these events could have an adverse impact on Rhodium’s business.

Rhodium may not be able to manage growth effectively, which could damage Rhodium’s reputation and negatively affect its operating results.

As cryptocurrency assets and blockchain technologies become more widely available, Rhodium expects the services and products associated with them to evolve. To stay current with the industry, Rhodium’s business model may need to evolve as well. From time to time, Rhodium may modify aspects of its business model relating to its strategy. Rhodium cannot offer any assurance that these or any other modifications will be successful or will not result in harm to its business. Rhodium may not be able to manage growth effectively, which could damage Rhodium’s reputation and negatively affect its operating results. Further, Rhodium cannot provide any assurance that it will successfully identify all emerging trends and growth opportunities in this business sector. Such circumstances could have a material adverse effect on Rhodium’s business, prospects or operations.

There is a risk that the COVID-19 pandemic or another future pandemic could disrupt Rhodium’s business.

The COVID-19 pandemic has resulted in disruption to the global supply chain and shuttering of businesses in countries throughout the world due to government attempts to control the spread of the virus and prevent collapse of their health care systems. There is a risk that the COVID-19 pandemic or another future pandemic could disrupt Rhodium’s business in several ways. For example, it could interfere with supply of miners and mining equipment. It could also interfere with the supply of spare parts and other supplies needed to effectively operate Rhodium’s immersion systems. Lastly, but importantly, it could affect the management team’s ability to effectively manage Rhodium if any members of the management team should become hospitalized for long periods of time. Disruptions caused by the current or future pandemics could affect Rhodium’s ability to operate efficiently or profitably.

Rhodium is dependent upon a pool of available skilled employees to operate and maintain its business

Rhodium is dependent upon a pool of available skilled employees to operate and maintain its business. Rhodium competes with other cryptocurrency mining businesses and other similar employers to attract and retain qualified personnel with the technical skills and experience required to provide the highest quality service. The demand for skilled workers is high and the supply is limited, and a shortage in the labor pool of skilled workers or other general inflationary pressures or changes in applicable laws and regulations could make it more difficult for Rhodium to attract and retain personnel and could require enhanced wage and benefits packages, which could increase operating costs.

Rhodium is subject to risks associated with loan obligations.

Rhodium, Technologies, or any of their subsidiaries are or will be borrower(s), guarantor(s), or grantors of security interest and liens in Rhodium’s certain assets or equity interests with respect to certain loans. To the extent Rhodium is unable to satisfy certain financial, operating, or other covenants imposed by such loans, and/or should the lenders with respect to such loans declare an event of default for any reason, it could result in potentially the termination of said loans and foreclosure on its secured assets or equity interests, which could trigger the entire outstanding balance and accrued interest, fees, and penalties becoming immediately due and payable, triggering cross-defaults under other agreements, loss of management or control over the assets secured by said loan, and jeopardize Rhodium’s financial position, results of operations, and cash flows. For example, if Rhodium were to default on their NYDIG loan which finances a portion of their mining equipment, such mining equipment could be seized, which could have an adverse effect on its financial position, results of operations and cash flows.

Rhodium is subject to risks associated with third-party infiltration of cybersecurity systems.

Security breaches, computer malware and computer hacking attacks are a prevalent concern in the Bitcoin and blockchain market and the threats to network and data security are increasingly diverse and sophisticated. Despite Rhodium’s efforts and processes to prevent breaches, our computer servers and computer systems may be vulnerable to cybersecurity risks. Rhodium has experienced cyber-attacks and other attempts to gain unauthorized access to its systems, and Rhodium anticipates continuing to be subject to such attempts. There is a risk that some or all of

Rhodium’s cryptocurrencies could be lost or stolen as a result of one or more of these incursions. As Rhodium increases in size, Rhodium may become a more appealing target of hackers, malware, cyber-attacks or other security threats, and, despite implementation of strict security measures and frequent security audits, it is impossible to eliminate all such vulnerabilities. For instance, Rhodium may not be able to ensure the adequacy of the security measures employed by third parties, such as our service providers. Efforts to limit the ability of malicious actors to disrupt the operations of the internet or undermine Rhodium’s own security efforts may be costly to implement and may not be successful. Such breaches, whether attributable to a vulnerability in Rhodium’s systems or a third party, could result in claims of liability against Rhodium, damage its reputation and materially harm its business.

To its knowledge, Rhodium has not to date experienced a material cyber-event; however, the occurrence of any such event in the future could subject Rhodium to liability to its customers, vendors, business partners and others, give rise to legal and/or regulatory action, which could damage its reputation or otherwise materially harm Rhodium’s business, operating results, and financial condition.

Risks Relating to Regulatory and Political Matters

•        Rhodium is subject to a highly evolving regulatory landscape and any adverse changes to, or its failure to comply with, any laws and regulations could adversely affect its business, prospects or operations.

•        It may be illegal now, or in the future, to acquire, own, hold, sell or use Bitcoin, or other cryptocurrencies, participate in blockchains or utilize similar cryptocurrency assets in one or more countries, the ruling of which would adversely affect Rhodium.

Summary of Separation Agreement (Annex B)

The Separation Agreement is attached as Annex B to this proxy statement/prospectus and governs the terms of the Distribution.

In conjunction with the Closing, SilverSun and SilverSun Holdings will enter into the Separation Agreement. Thereunder, all of the issued and outstanding common stock of SilverSun Holdings, which, following the Contribution (defined below), will own all of the issued and outstanding common stock of (i) SWK, and (ii) SCS, will be distributed on a pro rata basis to persons that were stockholders of SilverSun as of the Dividend and Distribution Record Date. Prior to the Distribution, SilverSun will contribute all issued and outstanding stock of SWK and SCS to SilverSun Holdings, resulting in SWK and SCS being wholly owned subsidiaries of SilverSun Holdings. Following the Distribution, SilverSun Holdings will operate the pre-Closing business of SWK and SCS, and SilverSun Holdings will prepare and file for public listing of the SilverSun Holdings shares distributed in the Distribution in reliance on the Form 10 that will be filed by SilverSun Holdings with the SEC.

Promptly following the Second Merger (and in all events on the same business day as the Second Effective Time), the Combined Company will issue a cash dividend of $1.50 per pre-Merger/pre-Reverse Stock Split share pro rata in the aggregate amount of $7,884,265.50 (the “Dividend”) to the pre-Merger SilverSun stockholders of record as of a record date, which shall be prior to the Closing, to be determined by the SilverSun Board, which record date shall be the same date as the record date for the Distribution (the “Dividend and Distribution Record Date”). The Dividend amount shall come from the $10.0 million cash to be received from Rhodium in connection with the Mergers.

Immediately following the Distribution, the Combined Company will have no wholly owned subsidiaries other than CCDC and Merger Sub II. The Separation Agreement sets forth the terms and conditions regarding the separation of the cybersecurity and cloud services businesses from SilverSun.