M&A - Stronghold Digital Mining, Inc.

Form Type: 8-K

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000114036125009694

Filing Summary: On March 14, 2025, Stronghold Digital Mining, Inc. completed a merger with Bitfarms Ltd. as part of an agreement initially set on August 21, 2024. Following the merger, Stronghold became a wholly owned subsidiary of Bitfarms. Each share of Stronghold's Class A common stock was exchanged for 2.520 shares of Bitfarms, while Class V common stock was canceled. The merger led to a total conversion of outstanding stocks, options, and warrants to Bitfarms shares, with specific terms applied to outstanding equity awards and former employee options. Following the merger completion, Stronghold's Class A common stock ceased trading on Nasdaq and delisting notification was filed. The registrant intends to suspend its reporting obligations under the Exchange Act and terminate the registration of its Class A common stock.

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Form Type: POS AM

Filing Date: 2025-03-17

Corporate Action: Merger

Type: Update

Accession Number: 000114036125009027

Filing Summary: Stronghold Digital Mining, Inc. filed a Post-Effective Amendment No. 1 to its Form S-1 Registration Statement on March 17, 2025, detailing the termination of its offerings of securities following the consummation of a merger with Bitfarms Ltd. as stipulated in their Merger Agreement dated August 21, 2024. The Amendment is made to deregister the 1,152,000 shares of Class A common stock that were registered but unsold under the previous Registration Statement, which had been declared effective on November 12, 2021. Following the merger, Stronghold is now an indirect, wholly-owned subsidiary of Bitfarms.

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Form Type: POS AM

Filing Date: 2025-03-17

Corporate Action: Merger

Type: Update

Accession Number: 000114036125009037

Filing Summary: On March 14, 2025, Stronghold Digital Mining, Inc. consummated a merger with Bitfarms Ltd. through the previously announced Agreement and Plan of Merger, amended by an amendment dated September 12, 2024. The merger involved Backbone Mining Solutions LLC, an indirect, wholly-owned subsidiary of Bitfarms, merging with and into Stronghold, which now survives as an indirect, wholly-owned subsidiary of Bitfarms. This post-effective amendment serves to terminate the effectiveness of previously filed registration statements due to this merger, having removed from registration all securities that remain unsold.

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Form Type: POS AM

Filing Date: 2025-03-17

Corporate Action: Merger

Type: Update

Accession Number: 000114036125009038

Filing Summary: On March 14, 2025, Stronghold Digital Mining, Inc. completed a merger with Bitfarms Ltd., resulting in Stronghold becoming an indirect, wholly-owned subsidiary of Bitfarms. This post-effective amendment is filed to deregister and terminate the effectiveness of previously filed registration statements, following the consummation of the merger and the associated termination of securities offerings under those registration statements. The registration statements included: (1) 10,000,000 shares of Class A Common Stock registered on November 23, 2022; (2) 62,004,276 shares registered on April 5, 2023; and (3) 18,725,000 shares registered on May 5, 2023. This action reflects compliance with an undertaking to remove any unsold securities from registration upon termination of the offering. The amendment was officially signed on March 17, 2025 by CEO Ben Gagnon, certifying compliance with the requirements for Form S-3 under the Securities Act of 1933.

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Form Type: POS AM

Filing Date: 2025-03-17

Corporate Action: Merger

Type: Update

Accession Number: 000114036125009039

Filing Summary: Stronghold Digital Mining, Inc. filed a Post-Effective Amendment No. 1 to Form S-3 Registration Statements on March 17, 2025, to terminate the effectiveness of its previous registration statements due to the consummation of a merger with Bitfarms Ltd. Under the terms of the Merger Agreement, Merger Sub, a wholly-owned subsidiary of Bitfarms, merged with Stronghold, making it an indirect, wholly-owned subsidiary of Bitfarms. This amendment effectively deregisters all unsold securities under the previous registrations, which included shares of Class A Common Stock being offered for resale by selling stockholders.

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Form Type: RW

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000114036125009022

Filing Summary: Stronghold Digital Mining, Inc. has requested the immediate withdrawal of its Registration Statement on Form S-3 (File No. 333-278659) filed on April 12, 2024. This request follows the completion of a merger agreement with Bitfarms Ltd. on March 14, 2025, whereby Stronghold became an indirect, wholly-owned subsidiary of Bitfarms after the merger of its subsidiary with Stronghold. The company acknowledges that no fees will be refunded for the registration filing, but requests that all fees paid be credited for future use by Bitfarms. Stronghold seeks confirmation of the withdrawal order from the SEC.

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Form Type: S-8 POS

Filing Date: 2025-03-17

Corporate Action: Merger

Type: Update

Accession Number: 000114036125009047

Filing Summary: Stronghold Digital Mining, Inc. filed a Post-Effective Amendment to remove and withdraw unissued and unsold securities from previously filed Registration Statements due to the completion of a merger with Bitfarms Ltd. Under the Merger Agreement, Stronghold has become an indirect, wholly-owned subsidiary of Bitfarms. This amendment encompasses four Registration Statements originally filed between 2021 and 2025, related to the issuance of shares under the Stronghold Digital Mining, Inc. Omnibus Incentive Plan and the Amended and Restated 2021 Long Term Incentive Plan. Following the merger, Stronghold terminated all offerings of its securities under these Registration Statements.

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Form Type: S-8 POS

Filing Date: 2025-03-17

Corporate Action: Merger

Type: Update

Accession Number: 000114036125009048

Filing Summary: Stronghold Digital Mining, Inc. filed a Post-Effective Amendment on Form S-8 to deregister unissued and unsold securities from several earlier Registration Statements. The four Registration Statements, originally filed in 2021, 2023, and 2025, included a total of 12,756,250 shares under the Omnibus Incentive Plan and the Amended and Restated 2021 Long Term Incentive Plan. Following the completion of a merger with Bitfarms Ltd. on March 14, 2025, where Stronghold became an indirect wholly-owned subsidiary of Bitfarms, Stronghold is terminating all offerings of its securities by removing and withdrawing from registration all unsold shares. As part of this filing, Stronghold affirms that it meets all requirements for filing on Form S-8 and has duly authorized this action on March 17, 2025.

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Form Type: S-8 POS

Filing Date: 2025-03-17

Corporate Action: Merger

Type: Update

Accession Number: 000114036125009049

Filing Summary: Stronghold Digital Mining, Inc. filed a Post-Effective Amendment on Form S-8 to deregister unissued and unsold securities from several previous registration statements. This action follows the completion of a merger on March 14, 2025, between Stronghold and Bitfarms Ltd, in which Stronghold became an indirect, wholly-owned subsidiary of Bitfarms. The registered offerings included a total of 16,756,250 shares of Class A Common Stock, involved in various incentive plans. The amendment indicates Stronghold’s compliance with Securities Act requirements, certifying that it meets the conditions for filing on Form S-8, and formally withdraws its securities from registration as of the date of this filing. The document is signed by Ben Gagnon, CEO of Stronghold, on March 17, 2025.

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Form Type: S-8 POS

Filing Date: 2025-03-17

Corporate Action: Merger

Type: Update

Accession Number: 000114036125009050

Filing Summary: Stronghold Digital Mining, Inc. filed a Post-Effective Amendment to withdraw and remove any unissued and unsold securities from its previously filed Registration Statements (No. 333-260497, 333-270966, 333-276974, and 333-285418) under the Securities Act of 1933. This action results from the consummation of a merger agreement with Bitfarms Ltd. on March 14, 2025, wherein Stronghold merged with a subsidiary of Bitfarms and became an indirect, wholly-owned subsidiary of Bitfarms. As part of the transaction, Stronghold has terminated all offerings of its securities under the referenced Registration Statements and will no longer issue any shares under these filings. The filing includes details about the previously registered shares under the Omnibus Incentive Plan and the Long Term Incentive Plan that are now being withdrawn due to this merger.

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Form Type: 425

Filing Date: 2025-02-19

Corporate Action: Merger

Type: New

Accession Number: 000114036125005123

Filing Summary: On February 19, 2025, Stronghold Digital Mining, Inc. announced that leading independent proxy advisory firms, Institutional Shareholder Services and Glass Lewis & Co., have recommended that Company stockholders vote 'FOR' the proposed merger between Stronghold and Bitfarms Ltd. at the upcoming special meeting of stockholders scheduled for February 27, 2025. This communication is part of regulatory disclosures made under Rule 425 concerning the merger, and it emphasizes that as an emerging growth company, Stronghold is required to provide clear and comprehensive reports regarding its business operations and significant corporate actions. The announcement includes forward-looking statements regarding the merger, highlighting potential risks that might affect the completion of the merger, such as regulatory approvals and market conditions. It also indicates that Stronghold has filed a registration statement with the SEC, which includes a proxy statement/prospectus that will be sent to stockholders.

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Form Type: 8-K

Filing Date: 2025-02-19

Corporate Action: Merger

Type: New

Accession Number: 000114036125005121

Filing Summary: On February 19, 2025, Stronghold Digital Mining, Inc. announced that two leading independent proxy advisory firms, Institutional Shareholder Services and Glass Lewis & Co., have recommended that the stockholders vote 'FOR' the proposed merger with Bitfarms Ltd. during the upcoming special stockholders' meeting scheduled for February 27, 2025. The announcement included details about the recommendation from these firms, emphasizing the support for the merger ahead of the vote. A press release with further details was provided as Exhibit 99.1. The communication highlights the importance of stockholder approval for the merger and outlines various factors that may influence the merger process, including the potential risks and the necessity for regulatory approvals. The document stresses that it does not serve as an offer to buy or sell securities and indicates availability of additional information related to the merger through the SEC filings and the companies' investor relations departments.

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