Delaware | | | 7374 | | | 86-2759890 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification No.) |
Large accelerated filer | | | ☐ | | | | | Accelerated filer | | | ☐ | |
Non-accelerated filer | | | ☒ | | | | | Smaller reporting company | | | ☒ | |
| | | | | | Emerging growth company | | | ☒ |
• | a resale prospectus which covers the offering and sale of 1,872,501 shares of Class A common stock of Stronghold Digital Mining, Inc. that may be sold in one or more secondary offerings by the selling stockholders from time to time; |
• | a base prospectus which covers the offering, issuance and sale by us of up to $25.0 million in the aggregate of the securities identified below from time to time in one or more offerings; |
• | a prospectus supplement (the “ATM prospectus supplement”) covering the offering, issuance and sale by us of up to a maximum aggregate offering price of $15,000,000 of our Class A common stock that may be issued and sold under an At The Market Offering Sales Agreement, dated May 23, 2023, by and between us and H.C. Wainwright & Co., LLC, as sales agent. |
• | our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on April 3, 2023 (pursuant to Rule 12b-25 extension); |
• | our Definitive Information Statement on Schedule 14C, filed with the SEC on January 30, 2023; |
• | our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 12, 2023; |
• | our Current Reports on Form 8-K filed with the SEC (except for items 2.02 and 7.01) on January 3, 2023, January 13, 2023, February 7, 2023, February 24, 2023, March 13, 2023, March 21, 2023, March 22, 2023, April 3, 2023, April 5, 2023, April 24, 2023, May 5, 2023, and May 19, 2023; and |
• | the description of our capital stock contained in our Registration Statement on Form 8-A, dated October 19, 2021 and any amendment or report filed with the SEC for the purposes of updating such description, including Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on April 3, 2023. |
• | We are not required to engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002; |
• | We are not required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); |
• | We are not required to submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay,” “say-on-frequency” and “say-on-golden parachutes”; and |
• | We are not required to disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. |
• | the hybrid nature of our business model, which is highly dependent on the price of Bitcoin; |
• | our ability to raise capital to fund our business growth; |
• | our dependence on the level of demand and financial performance of the crypto asset industry; |
• | our ability to manage our growth, business, financial results and results of operations; |
• | uncertainty regarding our evolving business model; |
• | our ability to maintain sufficient liquidity to fund operations, growth and acquisitions; |
• | our substantial indebtedness and its effect on our results of operations and our financial condition; |
• | uncertainty regarding the outcomes of any investigations or proceedings; |
• | our ability to retain management and key personnel and the integration of new management; |
• | our ability to enter into purchase agreements, acquisitions and financing transactions; |
• | our ability to maintain our relationships with our third-party brokers and our dependence on their performance; |
• | public health crises, epidemics, and pandemics such as the coronavirus (“COVID-19”) pandemic; |
• | our ability to procure crypto asset mining equipment from foreign-based suppliers; |
• | developments and changes in laws and regulations, including increased regulation of the crypto asset industry through legislative action and revised rules and standards applied by The Financial Crimes Enforcement Network under the authority of the U.S. Bank Secrecy Act and the Investment Company Act; |
• | the future acceptance and/or widespread use of, and demand for, Bitcoin and other crypto assets; |
• | our ability to respond to price fluctuations and rapidly changing technology; |
• | our ability to operate our coal refuse power generation facilities as planned; |
• | our ability to remain listed on a stock exchange and maintain an active trading market |
• | our ability to avail ourselves of tax credits for the clean-up of coal refuse piles; and |
• | legislative or regulatory changes, and liability under, or any future inability to comply with, existing or future energy regulations or requirements. |
| | Shares Beneficially Owned Prior to the Offering(1) | | | Number of Shares Being Offered(1) | | | Shares Beneficially Owned After the Offering(1) | |||||||||||||
| | Class A Common Stock | | | Cumulative Voting Power | | | Class A Common Stock | | | Class A Common Stock | | | Cumulative Voting Power | |||||||
Name of Selling Stockholder | | | Number | | | %(1) | | | %(1) | | | Number | | | Number | | | % | | | % |
Armistice Capital Master Fund Ltd.(2) | | | 2,300,001 | | | 32.2% | | | 23.6% | | | 1,800,001 | | | 500,000 | | | 8.6% | | | 5.9% |
Neiswonger Construction, Inc.(3) | | | 72,500 | | | 1.4% | | | * | | | 72,500 | | | 0 | | | * | | | * |
* | Indicates beneficial ownership of less than 1%. |
(1) | Assumes that the outstanding Armistice Warrants and the Pre-Funded Warrants will be exercised in full, without regard to any limitations, including any beneficial ownership limitations, on the exercise of the Armistice Warrants and the Pre-Funded Warrants. Under the terms of the Armistice Warrants and the Pre-Funded Warrants, a selling stockholder may not exercise the Armistice Warrants and the Pre-Funded Warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% and 9.99%, respectively, of our then outstanding Class A common stock following such exercise, excluding for purposes of such determination shares of Class A common stock issuable upon the exercise of such Armistice Warrants and the Pre-Funded Warrants which have not been exercised. Further, the Armistice Warrants are only exercisable six months after the date of issuance. |
(2) | As of May 1, 2023, consists of (i) 466,661 shares of Class A common stock that have been issued to Armistice, (ii) 433,340 shares of Class A common stock that are issuable upon the exercise of the Pre-Funded Warrants acquired by Armistice, (iii) 900,000 shares of Class A common stock that are issuable upon the exercise of the Armistice Warrants acquired by Armistice, and (iv) 500,000 shares of Class A common stock that are issuable upon the exercise of the warrants (the “2022 Warrants”), with an exercise price of $10.10 per share, acquired by Armistice. The 2022 Warrants have a Beneficial Ownership Limitation of 4.99%. Such securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein. The business address of the Master Fund is c/o Armistice Capital, LLC, 510 Madison Ave, 7th Floor, New York, NY 10022. |
(3) | Consists of 72,500 shares of Class A common stock directly held by Neiswonger Construction Inc. (the “Neiswonger Securities”). Such securities are directly held by Neiswonger, a Pennsylvania corporation, and may be deemed to be indirectly beneficially owned by Vincent Claire Neiswonger, its President, and by Michael Paul Johnston, its VP Finance. Each of Vincent Claire Neiswonger and Michael Paul Johnston disclaims beneficial ownership of the securities except to the extent of his pecuniary interests therein. The principal business office of Neiswonger is 17592 RT 322, Strattanville, PA 16258. |
• | the dividend rate and the manner and frequency of payment of dividends on the shares of that series, whether dividends will be cumulative, and, if so, from which date; |
• | whether that series will have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights; |
• | whether that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the board of directors may determine; |
• | whether or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption; |
• | whether that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; |
• | whether or not the shares of the series will have priority over or be on a parity with or be junior to the shares of any other series or class in any respect; |
• | the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the corporation, and the relative rights or priority, if any, of payment of shares of that series; and |
• | any other relative rights, preferences, and limitations of that series. |
• | the transaction is approved by the Board before the date the interested shareholder attained that status; |
• | upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or |
• | on or after such time the business combination is approved by the Board and authorized at a meeting of stockholders by at least two-thirds of the outstanding voting stock that is not owned by the interested shareholder. |
• | establish advance notice procedures with regard to shareholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures provide that notice of shareholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Our amended and restated bylaws specify the requirements as to form and content of all stockholders’ notices. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting; |
• | provide that the authorized number of directors may be changed only by resolution of the Board, unless the second amended and restated certificate of incorporation fixes the number of directors, in which case, a change in the number of directors shall be made only by amendment of the certificate of incorporation; |
• | provide that our second amended and restated certificate of incorporation may only be amended by the affirmative vote of the holders of at least 50% of our then outstanding of stock in the Company entitled to voted thereon, voting together as a single class; |
• | provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; |
• | provide that prior to the date on which Q Power and its affiliates no longer beneficially owns 40% or more of the combined outstanding shares of Class A common stock and Class V common stock (the “Trigger Date”), any action required or permitted to be taken at any annual meeting or special meeting of the stockholders of the Company may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent or consents in writing, setting forth the action so taken, is or are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. On and after the Trigger Date, subject to the rights of holders of any series of preferred stock with respect to such series of preferred stock, any action required or permitted to be taken by our stockholders must be taken at a duly held annual or special meeting of stockholders and may not be taken by any consent in writing; |
• | provide that the affirmative vote of the holders of at least 66 2/3% of the outstanding shares of common stock entitled to vote generally in the election of directors, acting at a meeting of the stockholders or by written consent (if permitted), subject to the rights of the holders of any series of preferred stock, shall be required to remove any or all of the directors from office, and such removal may be with or without “cause”; |
• | provide that special meetings of our stockholders may only be called by the chief executive officer, the chairman of the board (or any co-chairman), or by a majority of the board; |
• | provide that our bylaws can be amended by the Board or stockholders of 66 2/3% of the voting power of the then-outstanding shares of stock entitled to vote thereon; and |
• | prohibit cumulative voting for the election of directors, unless otherwise provided in the second amended and restated certificate of incorporation. |
• | any derivative action or proceeding brought on our behalf; |
• | any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders; |
• | any action asserting a claim against us or any director or officer or other employee of ours arising pursuant to any provision of the DGCL, our second amended and restated certificate of incorporation or our bylaws; or |
• | any action asserting a claim against us or any director or officer or other employee of ours that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. |
• | for any breach of their duty of loyalty to us or our stockholders; |
• | for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; |
• | for unlawful payment of dividend or unlawful stock repurchase or redemption, as provided under Section 174 of the DGCL; or |
• | for any transaction from which the director derived an improper personal benefit. |
• | banks, insurance companies or other financial institutions; |
• | tax-exempt or governmental organizations; |
• | tax qualified retirement plans; |
• | “qualified foreign pension funds” as defined in Section 897(l)(2) of the Code (or any entities all of the interests of which are held by a qualified foreign pension fund); |
• | dealers in securities or foreign currencies; |
• | persons whose functional currency is not the U.S. dollar; |
• | traders in securities that use the mark-to-market method of accounting for U.S. federal income tax purposes; |
• | “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax; |
• | entities or arrangements treated as partnerships or pass-through entities for U.S. federal income tax purposes or holders of interests therein; |
• | persons deemed to sell our Class A common stock under the constructive sale provisions of the Code; |
• | persons that acquired our Class A common stock through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan; |
• | persons that hold our Class A common stock as part of a straddle, appreciated financial position, synthetic security, hedge, conversion transaction or other integrated investment or risk reduction transaction; and |
• | certain former citizens or long-term residents of the United States. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate the income of which is subject to U.S. federal income tax regardless of its source; or |
• | a trust (i) the administration of which is subject to the primary supervision of a U.S. court and which has one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial decisions of the trust or (ii) which has made a valid election under applicable U.S. Treasury regulations to be treated as a United States person. |
• | the non-U.S. holder is an individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met; |
• | the gain is effectively connected with a trade or business conducted by the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States); or |
• | our Class A common stock constitutes a United States real property interest by reason of our status as a United States real property holding corporation (“USRPHC”) for U.S. federal income tax purposes and as a result such gain is treated as effectively connected with a trade or business conducted by the non-U.S. holder in the United States. |
• | whether the investment is prudent under Section 404(a)(1)(B) of ERISA and any other applicable Similar Laws; |
• | whether, in making the investment, the ERISA Plan will satisfy the diversification requirements of Section 404(a)(1)(C) of ERISA and any other applicable Similar Laws; |
• | whether the investment is permitted under the terms of the applicable documents governing the Plan; |
• | whether the acquisition or holding of the shares of common stock will constitute a “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code (please see discussion under “—Prohibited Transaction Issues” below); and |
• | whether the Plan will be considered to hold, as the Plan’s assets, (i) only shares of common stock or (ii) an undivided interest in our underlying assets (please see the discussion under “—Plan Asset Issues” below). |
(a) | the equity interests acquired by ERISA Plans are “publicly offered securities” (as defined in the DOL regulations)—i.e., the equity interests are part of a class of securities that is widely held by 100 or more investors independent of the issuer and each other, are freely transferable, and are either registered under certain provisions of the federal securities laws or sold to the ERISA Plan as part of a public offering under certain conditions; |
(b) | the entity is an “operating company” (as defined in the DOL regulations)—i.e., it is primarily engaged in the production or sale of a product or service, other than the investment of capital, either directly or through a majority-owned subsidiary or subsidiaries; or |
(c) | there is no significant investment by “benefit plan investors” (as defined in the DOL regulations)—i.e., immediately after the most recent acquisition by an ERISA Plan of any equity interest in the entity, less than 25% of the total value of each class of equity interest (disregarding certain interests held by persons (other than benefit plan investors) with discretionary authority or control over the assets of the entity or who provide investment advice for a fee (direct or indirect) with respect to such assets, and any affiliates thereof) is held by ERISA Plans, individual retirement accounts and certain other Plans (but not including governmental plans, foreign plans and certain church plans), and entities whose underlying assets are deemed to include plan assets by reason of a Plan’s investment in the entity. |
• | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
• | block trades in which the broker-dealer will attempt to sell securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | purchases by a broker-dealer as principal and resale by the broker-dealer for its account pursuant to this prospectus; |
• | an exchange distribution in accordance with the rules of the applicable exchange; |
• | privately negotiated transactions; |
• | to cover short sales made after the date that this registration statement is declared effective by the SEC; |
• | in transactions through broker-dealers that agree with the selling stockholders to sell a specified number of such securities at a stipulated price per security; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | a combination of any such methods of disposition; and |
• | any other method permitted pursuant to applicable law. |
• | our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on April 3, 2023 (pursuant to Rule 12b-25 extension); |
• | our Definitive Information Statement on Schedule 14C, filed with the SEC on January 30, 2023; |
• | our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 12, 2023; |
• | our Current Reports on Form 8-K filed with the SEC (except for items 2.02 and 7.01) on January 3, 2023, January 13, 2023, February 7, 2023, February 24, 2023, March 13, 2023, March 21, 2023, March 22, 2023, April 3, 2023, April 5, 2023, April 24, 2023, May 5, 2023, and May 19, 2023; and |
• | the description of our capital stock contained in our Registration Statement on Form 8-A, dated October 19, 2021 and any amendment or report filed with the SEC for the purposes of updating such description, including Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on April 3, 2023. |
• | We are not required to engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002; |
• | We are not required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); |
• | We are not required to submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay,” “say-on-frequency” and “say-on-golden parachutes”; and |
• | We are not required to disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. |
• | the hybrid nature of our business model, which is highly dependent on the price of Bitcoin; |
• | our ability to raise capital to fund our and growth; |
• | our dependence on the level of demand and financial performance of the crypto asset industry; |
• | our ability to manage our growth, business, financial results and results of operations; |
• | uncertainty regarding our evolving business model; |
• | our ability to maintain sufficient liquidity to fund operations, growth and acquisitions; |
• | our substantial indebtedness and its effect on our results of operations and our financial condition; |
• | uncertainty regarding the outcomes of any investigations or proceedings; |
• | our ability to retain management and key personnel and the integration of new management; |
• | our ability to enter into purchase agreements, acquisitions and financing transactions; |
• | our ability to maintain our relationships with our third-party brokers and our dependence on their performance; |
• | public health crises, epidemics, and pandemics such as the coronavirus (“COVID-19”) pandemic; |
• | our ability to procure crypto asset mining equipment from foreign-based suppliers; |
• | developments and changes in laws and regulations, including increased regulation of the crypto asset industry through legislative action and revised rules and standards applied by The Financial Crimes Enforcement Network under the authority of the U.S. Bank Secrecy Act and the Investment Company Act; |
• | the future acceptance and/or widespread use of, and demand for, Bitcoin and other crypto assets; |
• | our ability to respond to price fluctuations and rapidly changing technology; |
• | our ability to operate our coal refuse power generation facilities as planned; |
• | our ability to remain listed on a stock exchange and maintain an active trading market; |
• | our ability to avail ourselves of tax credits for the clean-up of coal refuse piles; and |
• | legislative or regulatory changes, and liability under, or any future inability to comply with, existing or future energy regulations or requirements. |
• | the dividend rate and the manner and frequency of payment of dividends on the shares of that series, whether dividends will be cumulative, and, if so, from which date; |
• | whether that series will have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights; |
• | whether that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the board of directors may determine; |
• | whether or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption; |
• | whether that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; |
• | whether or not the shares of the series will have priority over or be on a parity with or be junior to the shares of any other series or class in any respect; |
• | the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the corporation, and the relative rights or priority, if any, of payment of shares of that series; and |
• | any other relative rights, preferences, and limitations of that series. |
• | the transaction is approved by the Board before the date the interested shareholder attained that status; |
• | upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or |
• | on or after such time the business combination is approved by the Board and authorized at a meeting of stockholders by at least two-thirds of the outstanding voting stock that is not owned by the interested shareholder. |
• | establish advance notice procedures with regard to shareholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures provide that notice of shareholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Our amended and restated bylaws specify the requirements as to form and content of all stockholders’ notices. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting; |
• | provide that the authorized number of directors may be changed only by resolution of the Board, unless the second amended and restated certificate of incorporation fixes the number of directors, in which case, a change in the number of directors shall be made only by amendment of the certificate of incorporation; |
• | provide that our second amended and restated certificate of incorporation may only be amended by the affirmative vote of the holders of at least 50% of our then outstanding of stock in the Company entitled to voted thereon, voting together as a single class; |
• | provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; |
• | provide that prior to the date on which Q Power and its affiliates no longer beneficially owns 40% or more of the combined outstanding shares of Class A common stock and Class V common stock (the “Trigger Date”), any action required or permitted to be taken at any annual meeting or special meeting of the stockholders of the Company may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent or consents in writing, setting forth the action so taken, is or are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. On and after the Trigger Date, subject to the rights of holders of any series of preferred stock with respect to such series of preferred stock, any action required or permitted to be taken by our stockholders must be taken at a duly held annual or special meeting of stockholders and may not be taken by any consent in writing; |
• | provide that the affirmative vote of the holders of at least 66 2/3% of the outstanding shares of common stock entitled to vote generally in the election of directors, acting at a meeting of the stockholders or by written consent (if permitted), subject to the rights of the holders of any series of preferred stock, shall be required to remove any or all of the directors from office, and such removal may be with or without “cause”; |
• | provide that special meetings of our stockholders may only be called by the chief executive officer, the chairman of the board (or any co-chairman), or by a majority of the board; |
• | provide that our bylaws can be amended by the Board or stockholders of 66 2/3% of the voting power of the then-outstanding shares of stock entitled to vote thereon; and |
• | prohibit cumulative voting for the election of directors, unless otherwise provided in the second amended and restated certificate of incorporation. |
• | any derivative action or proceeding brought on our behalf; |
• | any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders; |
• | any action asserting a claim against us or any director or officer or other employee of ours arising pursuant to any provision of the DGCL, our second amended and restated certificate of incorporation or our bylaws; or |
• | any action asserting a claim against us or any director or officer or other employee of ours that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. |
• | for any breach of their duty of loyalty to us or our stockholders; |
• | for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; |
• | for unlawful payment of dividend or unlawful stock repurchase or redemption, as provided under Section 174 of the DGCL; or |
• | for any transaction from which the director derived an improper personal benefit. |
• | the title of the warrants; |
• | the offering price for the warrants, if any; |
• | the aggregate number of the warrants; |
• | the designation and terms of the shares of Class A common stock or shares of preferred stock that may be purchased upon exercise of the warrants; |
• | the terms for changes or adjustments to the exercise price of the warrants; |
• | if applicable, the designation and terms of the securities that the warrants are issued with and the number of warrants issued with each security; |
• | if applicable, the date from and after which the warrants and any securities issued with the warrants will be separately transferable; |
• | the number of shares of Class A common stock or shares of preferred stock that may be purchased upon exercise of a warrant and the price at which the shares may be purchased upon exercise; |
• | the dates on which the right to exercise the warrants commence and expire; |
• | if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time; |
• | the currency or currency units in which the offering price, if any, and the exercise price are payable; |
• | if applicable, a discussion of material U.S. federal income tax considerations; |
• | anti-dilution provisions of the warrants, if any; |
• | redemption or call provisions, if any, applicable to the warrants; |
• | any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants; and |
• | any other information we think is important about the warrants. |
• | if applicable, a discussion of material United States federal income tax considerations; and |
• | any other information we think is important about the stock purchase contracts. |
• | the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; |
• | the aggregate number of, and the price at which we will issue, the units; |
• | any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; |
• | whether the units will be issued in fully registered or global form; |
• | the name of the unit agent; |
• | a description of the terms of any unit agreement to be entered into between us and a bank or trust company, as unit agent, governing the units; |
• | if applicable, a discussion of material United States federal income tax considerations; and |
• | whether the units will be listed on any securities exchange. |
• | the date on which stockholders entitled to the rights distribution will be determined; |
• | the aggregate number of shares of Class A common stock or preferred stock purchasable upon exercise of the rights; |
• | the exercise price; |
• | the aggregate number of rights issued; |
• | the date, if any, on and after which the rights will be separately transferable; |
• | the date on which the ability to exercise the rights will commence, and the date on which such ability will expire; |
• | the conditions to the completion of the offering, if any; |
• | the withdrawal, termination, and cancellation rights, if any; |
• | any applicable material U.S. federal income tax considerations; and |
• | and other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange, and exercise of the rights. |
• | banks, insurance companies or other financial institutions; |
• | tax-exempt or governmental organizations; |
• | tax qualified retirement plans; |
• | “qualified foreign pension funds” as defined in Section 897(l)(2) of the Code (or any entities all of the interests of which are held by a qualified foreign pension fund); |
• | dealers in securities or foreign currencies; |
• | persons whose functional currency is not the U.S. dollar; |
• | traders in securities that use the mark-to-market method of accounting for U.S. federal income tax purposes; |
• | “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax; |
• | entities or arrangements treated as partnerships or pass-through entities for U.S. federal income tax purposes or holders of interests therein; |
• | persons deemed to sell our Class A common stock under the constructive sale provisions of the Code; |
• | persons that acquired our Class A common stock through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan; |
• | persons that hold our Class A common stock as part of a straddle, appreciated financial position, synthetic security, hedge, conversion transaction or other integrated investment or risk reduction transaction; and |
• | certain former citizens or long-term residents of the United States. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate the income of which is subject to U.S. federal income tax regardless of its source; or |
• | a trust (i) the administration of which is subject to the primary supervision of a U.S. court and which has one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial decisions of the trust or (ii) which has made a valid election under applicable U.S. Treasury regulations to be treated as a United States person. |
• | the non-U.S. holder is an individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met; |
• | the gain is effectively connected with a trade or business conducted by the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States); or |
• | our Class A common stock constitutes a United States real property interest by reason of our status as a United States real property holding corporation (“USRPHC”) for U.S. federal income tax purposes and as a result such gain is treated as effectively connected with a trade or business conducted by the non-U.S. holder in the United States. |
• | whether the investment is prudent under Section 404(a)(1)(B) of ERISA and any other applicable Similar Laws; |
• | whether, in making the investment, the ERISA Plan will satisfy the diversification requirements of Section 404(a)(1)(C) of ERISA and any other applicable Similar Laws; |
• | whether the investment is permitted under the terms of the applicable documents governing the Plan; |
• | whether the acquisition or holding of the shares of common stock will constitute a “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code (please see discussion under “—Prohibited Transaction Issues” below); and |
• | whether the Plan will be considered to hold, as the Plan’s assets, (i) only shares of common stock or (ii) an undivided interest in our underlying assets (please see the discussion under “—Plan Asset Issues” below). |
(a) | the equity interests acquired by ERISA Plans are “publicly offered securities” (as defined in the DOL regulations)—i.e., the equity interests are part of a class of securities that is widely held by 100 or more investors independent of the issuer and each other, are freely transferable, and are either registered under certain provisions of the federal securities laws or sold to the ERISA Plan as part of a public offering under certain conditions; |
(b) | the entity is an “operating company” (as defined in the DOL regulations)—i.e., it is primarily engaged in the production or sale of a product or service, other than the investment of capital, either directly or through a majority-owned subsidiary or subsidiaries; or |
(c) | there is no significant investment by “benefit plan investors” (as defined in the DOL regulations)—i.e., immediately after the most recent acquisition by an ERISA Plan of any equity interest in the entity, less than 25% of the total value of each class of equity interest (disregarding certain interests held by persons (other than benefit plan investors) with discretionary authority or control over the assets of the entity or who provide investment advice for a fee (direct or indirect) with respect to such assets, and any affiliates thereof) is held by ERISA Plans, individual retirement accounts and certain other Plans (but not including governmental plans, foreign plans and certain church plans), and entities whose underlying assets are deemed to include plan assets by reason of a Plan’s investment in the entity. |
• | through underwriters, initial purchasers, brokers or dealers; |
• | directly to agents or other purchasers; |
• | in a rights offering; |
• | in “at the market” offerings, within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market on an exchange or otherwise; |
• | through agents; |
• | through a combination of any of these methods; or |
• | through any other method permitted by applicable law and described in a prospectus supplement. |
• | the terms of the offering; |
• | the names of any underwriters, dealers, agents or direct purchasers; |
• | the name or names of any managing underwriter or underwriters; |
• | the purchase price or initial public offering price of the securities; |
• | the net proceeds from the sale of the securities; |
• | any delayed delivery arrangements; |
• | any underwriting discounts, commissions and other items constituting underwriters’ compensation; |
• | any discounts or concessions allowed or reallowed or paid to dealers; |
• | any commissions paid to agents; and |
• | any securities exchange on which the securities may be listed. |
• | our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on April 3, 2023 (pursuant to Rule 12b-25 extension); |
• | our Definitive Information Statement on Schedule 14C, filed with the SEC on January 30, 2023; |
• | our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 12, 2023; |
• | our Current Reports on Form 8-K filed with the SEC (except for items 2.02 and 7.01) on January 3, 2023, January 13, 2023, February 7, 2023, February 24, 2023, March 13, 2023, March 21, 2023, March 22, 2023, April 3, 2023, April 5, 2023, April 24, 2023, May 5, 2023, and May 19, 2023; and |
• | the description of our capital stock contained in our Registration Statement on Form 8-A, dated October 19, 2021 and any amendment or report filed with the SEC for the purposes of updating such description, including Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on April 3, 2023. |
• | We are not required to engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002; |
• | We are not required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); |
• | We are not required to submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay,” “say-on-frequency” and “say-on-golden parachutes”; and |
• | We are not required to disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. |
• | the underlying volatility in pricing of, and demand for, energy and/or Bitcoin; |
• | price and volume fluctuations in the stock markets generally which create highly variable and unpredictable pricing of equity securities; |
• | actual or anticipated variations in our annual or quarterly results of operations, including our earnings estimates and whether we meet market expectations with regard to our earnings; |
• | significant volatility in the market price and trading volume of securities of companies in the sectors in which our business operates, which may not be related to the operating performance of these companies and which may not reflect the performance of our businesses; |
• | loss of a major funding source; |
• | operating performance of companies comparable to us; |
• | changes in regulations or tax law, including those affecting the holding, transferring or mining of cryptocurrency; |
• | share transactions by principal stockholders; |
• | recruitment or departure of key personnel; |
• | general economic trends and other external factors including inflation and interest rates; |
• | increased scrutiny by governmental authorities or individual actors or community groups regarding our business, our competitors or the industry in which we operate; |
• | publication of research reports by analysts and others about us or the cryptocurrency mining industry, which may be unfavorable, inaccurate, inconsistent or not disseminated on a regular basis; |
• | sentiment of retail investors about our Class A common stock and business generally (including as may be expressed on financial trading and other social media sites and online forums); and |
• | speculation in the media or investment community about us or the cryptocurrency industry more broadly. |
• | the hybrid nature of our business model, which is highly dependent on the price of Bitcoin; |
• | our ability to raise capital to fund our business growth; |
• | our dependence on the level of demand and financial performance of the crypto asset industry; |
• | our ability to manage our growth, business, financial results and results of operations; |
• | uncertainty regarding our evolving business model; |
• | our ability to maintain sufficient liquidity to fund operations, growth and acquisitions; |
• | our substantial indebtedness and its effect on our results of operations and our financial condition; |
• | uncertainty regarding the outcomes of any investigations or proceedings; |
• | our ability to retain management and key personnel and the integration of new management; |
• | our ability to enter into purchase agreements, acquisitions and financing transactions; |
• | our ability to maintain our relationships with our third-party brokers and our dependence on their performance; |
• | public health crises, epidemics, and pandemics such as the coronavirus (“COVID-19”) pandemic; |
• | our ability to procure crypto asset mining equipment from foreign-based suppliers; |
• | developments and changes in laws and regulations, including increased regulation of the crypto asset industry through legislative action and revised rules and standards applied by The Financial Crimes Enforcement Network under the authority of the U.S. Bank Secrecy Act and the Investment Company Act; |
• | the future acceptance and/or widespread use of, and demand for, Bitcoin and other crypto assets; |
• | our ability to respond to price fluctuations and rapidly changing technology; |
• | our ability to operate our coal refuse power generation facilities as planned; |
• | our ability to remain listed on a stock exchange and maintain an active trading market; |
• | our ability to avail ourselves of tax credits for the clean-up of coal refuse piles; and |
• | legislative or regulatory changes, and liability under, or any future inability to comply with, existing or future energy regulations or requirements. |
Item 14. | Other Expenses of Issuance and Distribution |
| | Amount | |
SEC registration fee | | | $4,529.61 |
Accountants’ fees and expenses | | | 20,000 |
Legal fees and expenses | | | 100,000 |
Miscellaneous expenses | | | 15,000 |
Total | | | $139,529.61 |
Item 15. | Indemnification of Directors and Officers |
Item 16. | Exhibits and financial statement schedules |
Item 17. | Undertakings |
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” in the effective registration statement; and |
(iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
Exhibit Number | | | Description |
4.13* | | | Form of Subscription Rights |
| | ||
4.14* | | | Form of Subscription Rights Certificate |
| | ||
4.15* | | | Form of Unit Agreement |
| | ||
4.16* | | | Form of Unit Certificate |
| | ||
| | Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered. | |
| | ||
| | Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered. | |
| | ||
| | Consent of Urish Popeck & Co., LLC. | |
| | ||
23.2** | | | |
| | ||
| | Power of Attorney | |
| | ||
| | Filing Fee Table |
* | To be filed, if necessary, by amendment or as an exhibit to a report filed under the Exchange Act and incorporated by reference. |
** | Filed herewith. |
*** | Previously filed. |
¥ | Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC on request. |
# | Certain portions of this exhibit were redacted pursuant to Item 601(b)(2)(ii) of Regulation S-K. |
| | Stronghold Digital Mining Inc. | ||||
| | | | |||
| | By: | | | /s/ Gregory A. Beard | |
| | | | Gregory A. Beard | ||
| | | | Chief Executive Officer and Chairman |
Name | | | Title | | | Date |
| | | | |||
/s/ Gregory A. Beard | | | Chief Executive Officer and Chairman (Principal Executive Officer) | | | May 23, 2023 |
Gregory A. Beard | | |||||
| | | | |||
* | | | Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer) | | | May 23, 2023 |
Matthew J. Smith | | |||||
| | | | |||
* | | | Director | | | May 23, 2023 |
Sarah P. James | | |||||
| | | | |||
* | | | Director | | | May 23, 2023 |
Thomas J. Pacchia | | |||||
| | | | |||
* | | | Director | | | May 23, 2023 |
Thomas R. Trowbridge, IV | | |||||
| | | | |||
* | | | Director | | | May 23, 2023 |
Indira Agarwal | | |||||
| | | | |||
* | | | Director | | | May 23, 2023 |
Thomas Doherty | |
* By: | | | /s/ Gregory A. Beard | | | |
| | Gregory A. Beard | | | ||
| | Attorney-in-Fact | | |
STRONGHOLD DIGITAL MINING, INC.
|
|
|
By:
|
/s/ Gregory A. Beard |
|
Name:
|
Gregory A. Beard |
|
Title:
|
Chief Executive Officer |
|
H.C. WAINWRIGHT & CO., LLC
|
|
|
By:
|
/s/ Edward D. Silvera |
|
Name:
|
Edward D. Silvera |
|
Title:
|
Chief Operating Officer |
|
STRONGHOLD DIGITAL MINING, INC.
|
|
|
By: |
|
|
|
Name:
|
|
|
Title:
|
|
H.C. WAINWRIGHT & CO., LLC
|
|
|
By: |
|
|
|
Name:
|
|
|
Title:
|
|
![]() |
May 23, 2023 Page 2
|
![]() |
May 23, 2023 Page 3
|
![]() |
May 23, 2023 Page 4
|
![]() |
May 23, 2023 Page 5
|
![]() |
May 23, 2023 Page 6
|
Very truly yours,
|
|
/s/ Vinson & Elkins L.L.P.
|
![]() |
May 23, 2023 Page 2
|
![]() |
May 23, 2023 Page 3
|
Very truly yours,
|
|
/s/ Vinson & Elkins L.L.P.
|
Security
Type |
Security
Class Title |
Fee
Calculation or Carry Forward Rule |
Amount
Registered |
Proposed
Maximum Offering Price Per Unit |
Maximum
Aggregate Offering Price |
Fee
Rate |
Amount of
Registration Fee |
Carry
Forward Form Type |
Carry
Forward File Number |
Carry
Forward Initial Effective Date |
Filing Fee
Previously Paid In Connection with Unsold Securities to be Carried Forward |
||||||||||||||||||||||
Newly Registered Securities
|
|||||||||||||||||||||||||||||||||
Fees to Be Paid | - | - |
- |
- | - | - |
- | - | |||||||||||||||||||||||||
Fees Previously Paid
|
Equity
|
Class A Common Stock, $0.0001 par value
|
Rule 457
|
(o)
|
(1)
|
$
|
(2)
|
$
|
(2)
|
$
|
(2)
|
||||||||||||||||||||||
Fees Previously Paid
|
Equity
|
Preferred Stock, $0.0001 par value
|
Rule 457
|
(o)
|
(1)
|
$
|
(2)
|
$
|
(2)
|
$
|
(2)
|
||||||||||||||||||||||
Fees Previously Paid
|
Equity
|
Depositary Shares
|
Rule 457
|
(o)
|
(1)
|
$
|
(2)
|
$
|
(2)
|
$
|
(2)
|
||||||||||||||||||||||
Fees Previously Paid
|
Equity
|
Warrants
|
Rule 457
|
(o)
|
(1)
|
$
|
(2)
|
$
|
(2)
|
$
|
(2)
|
||||||||||||||||||||||
Fees Previously Paid
|
Equity
|
Subscription Rights
|
Rule 457
|
(o)
|
(1)
|
$
|
(2)
|
$
|
(2)
|
$
|
(2)
|
||||||||||||||||||||||
Fees Previously Paid
|
Equity
|
Purchase Contracts
|
Rule 457
|
(o)
|
(1)
|
$
|
(2)
|
$
|
(2)
|
$
|
(2)
|
||||||||||||||||||||||
Fees Previously Paid
|
Equity
|
Units
|
Rule 457
|
(o)
|
(1)
|
$
|
(2)
|
$
|
(2)
|
$
|
(2)
|
||||||||||||||||||||||
Fees Previously Paid
|
Unallocated (Universal) Shelf
|
-
|
Rule 457
|
(o)
|
N/A
|
$
|
Unallocated (Universal) Shelf
|
$
|
25,000,000
|
0.0001102
|
$
|
2,755.00
|
|||||||||||||||||||||
Fees Previously Paid
|
Equity
|
Class A Common Stock, $0.0001 par value
|
Rule 457
|
(c)
|
1,872,501(3)
|
$
|
8.60(4)
|
$
|
16,103,508.60
|
(4)
|
0.0001102
|
$
|
1,774.61
|
||||||||||||||||||||
Carry Forward Securities
|
|||||||||||||||||||||||||||||||||
Total Offering Amounts
|
$
|
41,103,508.60
|
0.0001102
|
$
|
4,529.61
|
||||||||||||||||||||||||||||
Total Fees Previously Paid
|
$
|
4,529.61
|
(5) |
||||||||||||||||||||||||||||||
Total Fee Offsets
|
$
|
-
|
|||||||||||||||||||||||||||||||
Net Fee Due
|
$
|
-
|
(5) |
(1)
|
The securities registered hereunder include such indeterminate number of (a) shares of Class A common stock, $0.0001 par value per share (“Class A Common Stock”), (b) shares of preferred stock,
$0.0001 par value per share (“Preferred Stock”), (c) depositary shares, (d) warrants to purchase Class A Common Stock or Preferred Stock, (e) subscription rights to purchase Class A Common Stock, Preferred Stock, depositary shares, warrants
or units consisting of some or all of these securities, (f) purchase contracts and (g) units consisting of some or all of these securities, as may be sold from time to time by Stronghold Digital Mining, Inc. (the “Registrant”). There are also
being registered hereunder an indeterminate number of shares of Class A Common Stock and Preferred Stock as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance. Pursuant to Rule 416 under the
Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s securities that become issuable by reason of any stock splits, stock dividends or similar
transactions. The aggregate maximum offering price of all unallocated securities issued under this Registration Statement will not exceed $25,000,000.
|
|
(2)
|
The proposed maximum per security and aggregate offering prices per class of securities will be determined from time to time by the Registrant in connection with the issuance by the Registrant of
the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act. Separate consideration may or may not be received for securities that are issuable
on exercise, conversion or exchange of other securities, or that are issued in units.
|
|
(3)
|
Comprised of (i) 539,161 shares of Class A Common Stock issued to the selling stockholders named in the Registration Statement, (ii) 900,000 shares of Class A Common Stock that are issuable upon
the exercise of the Armistice Warrants, and (iii) 433,340 shares of Class A Common Stock that are issuable upon the exercise of the Pre-Funded Warrants (each as defined in the Registration Statement).
|
|
(4)
|
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low prices of the Class A
Common Stock as reported on The Nasdaq Global Market on May 3, 2023.
|
|
(5) |
In connection with the initial filing of this Registration Statement on Form S-3 (File No. 333-271671) filed with the Securities and Exchange Commission on May 5, 2023, the
Registrant paid a filing fee of $4,529.61. No filing fee is being transmitted herewith.
|