UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 5, 2023
Stronghold Digital Mining, Inc.
(Exact Name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-40931
| | 86-2759890
|
| (Commission File Number) | | (IRS Employer Identification No.) |
595 Madison Avenue, 28th Floor New York, New York | | 10022
|
| (Address of principal executive offices) | | (Zip Code) |
(212) 967-5294
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | Name of each exchange on which registered |
Class A common stock, par value $0.0001 per share
| | SDIG
| | The NASDAQ Stock Market LLC
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Information |
Unaudited Pro Forma Financials
Stronghold Digital Mining, Inc. (the “Company”) previously filed certain updated historical and unaudited pro forma condensed consolidated financial information in accordance with Article 11 of Regulation S-X in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 5, 2023, which was updated in a Current Report on Form 8-K filed with the SEC on May 19, 2023 (as updated, the “May 2023 Form 8-K”).
This Current Report on Form 8-K is being filed to provide further updated unaudited pro forma condensed consolidated financial information of the Company as of and for the nine months ended September 30, 2023 (the “Updated Pro Forma Financial Information”). The Updated Pro Forma Financial Information updates and supplements the unaudited pro forma condensed consolidated financial information of the Company and related disclosures contained in Exhibit 99.2 to the May 2023 Form 8-K. To the extent that information in this Current Report on Form 8-K differs from or updates information contained in the May 2023 Form 8-K, or in any other of the Company’s filings with the SEC, the information in this Current Report on Form 8-K shall supersede or supplement the information in such filing. For more information about the transaction described in Exhibit 99.1 hereto (the “Transaction”), please refer to the Quarterly Report on Form 10-Q for the period ended September 30, 2023, filed by the Company on November 14, 2023.
The Updated Pro Forma Financial Information included in this Current Report on Form 8-K has been presented for informational purposes only. It does not purport to represent the actual results of operations that the Company would have achieved had the Transaction occurred on January 1, 2023, and is not intended to project the future results of operations that the Company may achieve as a result of the Transaction.
| Item 9.01 | Financial Statements and Exhibits |
| (b) | Pro Forma Financial Information. |
The following unaudited pro forma condensed consolidated financial information of the Company is attached as Exhibit 99.1 hereto:
| • | Unaudited pro forma condensed consolidated balance sheet as of September 30, 2023; |
| • | Unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2023; and |
| • | Notes to unaudited pro forma condensed consolidated financial statements. |
(d) Exhibits
| | |
| | Unaudited pro forma condensed consolidated financial information of the Company as of and for the nine months ended September 30, 2023 |
| | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | STRONGHOLD DIGITAL MINING, INC. |
| | | |
| Date: December 5, 2023 | By: | /s/ Gregory A. Beard |
| | Name: | Gregory A. Beard |
| | Title: | Chief Executive Officer and Chairman |
