SDIG Stronghold Digital Mining Inc

 

Registration No. 333-260497

Registration No. 333-270966

Registration No. 333-276974

Registration No. 333-285418

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 TO:

 FORM S-8 REGISTRATION STATEMENT NO. 333-260497

 FORM S-8 REGISTRATION STATEMENT NO. 333-270966

 FORM S-8 REGISTRATION STATEMENT NO. 333-276974

 FORM S-8 REGISTRATION STATEMENT NO. 333-285418

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

 

STRONGHOLD DIGITAL MINING, INC. OMNIBUS INCENTIVE PLAN

STRONGHOLD DIGITAL MINING, INC. AMENDED AND RESTATED 2021 LONG TERM INCENTIVE PLAN

(Full title of the plan)

 

Ben Gagnon

Chief Executive Officer

595 Madison Avenue, 28th Floor

New York, New York 10022

(Name and address of agent for service)

(212) 967-5294

(Telephone number, including area code, of agent for service)

Copies to:

Christopher M. Barlow

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, NY 10001

(212) 735-3000

 

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

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 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”).    ☐

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This Post-Effective Amendment relates to the following Registration Statements filed by Stronghold Digital Mining, Inc., a Delaware corporation (“Stronghold”), on Form S-8 (collectively, the “Registration Statements”):

Stronghold is filing this Post-Effective Amendment to the Registration Statements to withdraw and remove any unissued and unsold securities issuable by Stronghold pursuant to the above-referenced Registration Statements.

On March 14, 2025, pursuant to the consummation of the previously announced Agreement and Plan of Merger, which was amended by amendment no. 1 thereto, dated as of September 12, 2024 (the “Merger Agreement”), by and among Bitfarms Ltd. (“Bitfarms”), Stronghold, Backbone Mining Solutions LLC, an indirect, wholly-owned subsidiary of Bitfarms (“BMS”) and HPC & AI Megacorp, Inc., a direct, wholly-owned subsidiary of BMS (“Merger Sub”), Merger Sub merged with and into Stronghold (the “Merger”), with Stronghold surviving the Merger as an indirect, wholly-owned subsidiary of Bitfarms.

As a result of the consummation of the transactions contemplated by the Merger Agreement, Stronghold has terminated all offerings of its securities pursuant to the above-referenced Registration Statements. In accordance with an undertaking made by Stronghold in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance that remain unsold at the termination of the offering, Stronghold hereby removes and withdraws from registration all such securities of Stronghold registered under the Registration Statements that remain unsold as of the date this Post-Effective Amendment.

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