M&A - Q Power LLC

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-19

Corporate Action: Merger

Type: Update

Accession Number: 000114036125009524

Filing Summary: This amendment serves as an update to the previously filed Schedule 13D, detailing a merger involving Stronghold Digital Mining, Inc. and Bitfarms Ltd. The merger was approved in a special meeting on February 27, 2025, and became effective on March 14, 2025, following the filing of a certificate of merger in Delaware. As part of the merger, each Class A Common Stock share was converted into the right to receive 2.52 Parent Common Shares, with fractional shares compensated in cash. Additionally, unvested Interim RSUs were converted into Parent restricted stock units. The reporting person, Gregory A. Beard, participates in a Warrant Cancellation Agreement with Bitfarms, which entails cancellation of 160,241 Issuer Warrants in exchange for Parent Common Shares valued at $1,713,085.22. Following the merger, the Class A Common Stock was delisted from Nasdaq, and a notice for deregistration was filed with the SEC.

Document Link: View Document

Additional details:

Item 3: Equity Issuances


Equity Award Period: Q3 2024

Date: 2024-10-09

Number Of Shares Acquired: 27372

Total Price: 135375


Equity Award Period: Q4 2024

Date: 2025-01-10

Number Of Shares Acquired: 28028

Total Price: 135375


Date Bonus: 2024-12-23

Number Of Shares Acquired Bonus: 119047

Total Price Bonus: 600000


Grant Date: 2025-03-11

Number Of Rsus Granted: 500000


Merger Date: 2025-03-14

Merger Details: The merger became effective, resulting in the delisting of the Class A Common Stock from Nasdaq.


Warrant Cancellation Value: 1713085.22


Ownership Change Date: 2025-03-14

Ownership Change Details: Filing Parties ceased to be beneficial owners of more than 5% of Class A and Class V Common Stock.


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