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    Amendment: SEC Form SC 13G/A filed by Stronghold Digital Mining Inc.

    11/14/24 12:43:55 PM ET
    $SDIG
    EDP Services
    Technology
    Get the next $SDIG alert in real time by email
    SC 13G/A 1 sc13ga313108007_11142024.htm AMENDMENT NO. 3 TO THE SCHEDULE 13G

     UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

    SCHEDULE 13G

    (Rule 13d-102)

    INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

    TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

    PURSUANT TO RULE 13d-2(b)

    (Amendment No. 3)1

     

    Stronghold Digital Mining, Inc.

     (Name of Issuer)

    Class A Common Stock, par value $0.0001 per share

     (Title of Class of Securities)

    86337R202

     (CUSIP Number)

    September 30, 2024

     (Date of Event Which Requires Filing of this Statement)

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

       ☐  Rule 13d-1(b)

       ☒  Rule 13d-1(c)

       ☐  Rule 13d-1(d)

     

     

     

    1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

    CUSIP No. 86337R202

     

      1   NAME OF REPORTING PERSON  
             
            MG Capital Management, Ltd.  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
                 
      4   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            Cayman Islands  
    NUMBER OF   5   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         0  
    OWNED BY   6   SHARED VOTING POWER  
    EACH          
    REPORTING         14,400  
    PERSON WITH   7   SOLE DISPOSITIVE POWER  
             
              0  
        8   SHARED DISPOSITIVE POWER  
               
              14,400  
      9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            14,400  
      10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
           
               
      11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
             
            Less than 1%  
      12   TYPE OF REPORTING PERSON  
             
            PN  

      

    2

    CUSIP No. 86337R202

      1   NAME OF REPORTING PERSON  
             
            Continental General Insurance Company  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
                 
      4   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            Texas  
    NUMBER OF   5   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         0  
    OWNED BY   6   SHARED VOTING POWER  
    EACH          
    REPORTING         1,069,537*  
    PERSON WITH   7   SOLE DISPOSITIVE POWER  
             
              0  
        8   SHARED DISPOSITIVE POWER  
               
              1,069,537*  
      9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            1,069,537*  
      10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
           
               
      11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
             
            6.9%*  
      12   TYPE OF REPORTING PERSON  
             
            CO  

      

    * Consisting of 1,069,537 shares of Common Stock (as defined below) issuable upon the conversion of certain shares of Series C preferred stock (the “Series C Preferred Shares”) held by the Reporting Persons.

    3

    CUSIP No. 86337R202

     

      1   NAME OF REPORTING PERSON  
             
            Continental Insurance Group, Ltd.  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
                 
      4   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            Delaware  
    NUMBER OF   5   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         0  
    OWNED BY   6   SHARED VOTING POWER  
    EACH          
    REPORTING         1,069,537*  
    PERSON WITH   7   SOLE DISPOSITIVE POWER  
             
              0  
        8   SHARED DISPOSITIVE POWER  
               
              1,069,537*  
      9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            1,069,537*  
      10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
           
               
      11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
             
            6.9%*  
      12   TYPE OF REPORTING PERSON  
             
            CO  

      

    * Consisting of 1,069,537 shares of Common Stock issuable upon the conversion of certain Series C Preferred Shares held by the Reporting Persons.

    4

    CUSIP No. 86337R202

     

      1   NAME OF REPORTING PERSON  
             
            Continental General Holdings LLC  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
                 
      4   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            Michigan  
    NUMBER OF   5   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         0  
    OWNED BY   6   SHARED VOTING POWER  
    EACH          
    REPORTING         1,069,537*  
    PERSON WITH   7   SOLE DISPOSITIVE POWER  
             
              0  
        8   SHARED DISPOSITIVE POWER  
               
              1,069,537*  
      9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            1,069,537*  
      10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
           
               
      11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
             
            6.9%*  
      12   TYPE OF REPORTING PERSON  
             
            OO  

      

    * Consisting of 1,069,537 shares of Common Stock issuable upon the conversion of certain Series C Preferred Shares held by the Reporting Persons.

    5

    CUSIP No. 86337R202

     

      1   NAME OF REPORTING PERSON  
             
            Michael Gorzynski  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
                 
      4   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            United States  
    NUMBER OF   5   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         0  
    OWNED BY   6   SHARED VOTING POWER  
    EACH          
    REPORTING        

    1,083,937*

     
    PERSON WITH   7   SOLE DISPOSITIVE POWER  
             
              0  
        8   SHARED DISPOSITIVE POWER  
               
             

    1,083,937*

     
      9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
           

    1,083,937*

     
      10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
           
               
      11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
             
            6.9%*  
      12   TYPE OF REPORTING PERSON  
             
            IN  

      

    * Inclusive of 1,069,537 shares of Common Stock issuable upon the conversion of certain Series C Preferred Shares held by the Reporting Persons.

    6

    CUSIP No. 86337R202

    Item 1(a).Name of Issuer:

    Stronghold Digital Mining, Inc., a Delaware corporation (the “Issuer”).

    Item 1(b).Address of Issuer’s Principal Executive Offices:

    595 Madison Avenue, 28th Floor
    New York, New York 10022

    Item 2(a).Name of Person Filing

    The names of the persons filing this statement on Schedule 13G (collectively, the “Reporting Persons”) are:

    ·MG Capital Management, Ltd. (“MG Capital Management”),
    ·Continental General Insurance Company (“CGIC”),
    ·Continental Insurance Group, Ltd. (“CIG”),
    ·Continental General Holdings LLC (“CGH”), and
    ·Michael Gorzynski (“Mr. Gorzynski”).
    Item 2(b).Address of Principal Business Office or, if None, Residence

    The address of the principal office for Mr. Gorzynski is 595 Madison Avenue, 30th Floor, New York, NY 10022. The principal business address of MG Capital Management is c/o Campbells LLP, Floor 4, Willow House, Cricket Square, Grand Cayman, KY1-9010, Cayman Islands. The principal business address for each of CGIC, CIG and CGH is 11001 Lakeline Blvd., Ste. 120, Austin, TX 78717.

    Item 2(c).Citizenship

    CGH is a Michigan limited liability company. CIG is each a Delaware corporation. MG Capital Management is a Cayman Islands company limited by shares. CGIC is a Texas domiciled life and health insurance company. Mr. Gorzynski is a citizen of the United States and Poland.

    Item 2(d).Title of Class of Securities:

    Class A Common Stock, par value $0.0001 per share (the “Common Stock”).

    Item 2(e).CUSIP Number:

    86337R202

    7

    CUSIP No. 86337R202

    Item 3.If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
        /x/ Not applicable.
           
      (a) / / Broker or dealer registered under Section 15 of the Exchange Act.
           
      (b) / / Bank as defined in Section 3(a)(6) of the Exchange Act.
           
      (c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act.
           
      (d) / / Investment company registered under Section 8 of the Investment Company Act.
           
      (e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
           
      (f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
           
      (g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
           
      (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
           
      (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
           
      (j) / / A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J).
           
      (k) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____

     

    Item 4.Ownership
    (a)Amount beneficially owned:

    As of September 30, 2024:

    (i)

    MG Capital Management directly beneficially owned 14,400 shares of Common Stock.

    (ii)CGIC directly beneficially owned 1,069,537 shares of Common Stock, consisting of 1,069,537 shares of Common Stock issuable upon the conversion of certain Series C Preferred Shares directly held by CGIC. The Series C Preferred Shares may not be converted into shares of Common Stock if, after such conversion, CGIC and certain of its affiliates would beneficially own, more than 9.99% of the Issuer’s then outstanding shares of Common Stock. All of the Series C Preferred Shares held by CGIC are currently exercisable.
    8

    CUSIP No. 86337R202

    (iii)As the sole owner of CGIC, CIG may be deemed the beneficial owner of the 1,069,537 shares of Common Stock beneficially owned by CGIC.
    (iv)As the sole owner of CIG, CGH may be deemed the beneficial owner of the 1,069,537 shares of Common Stock beneficially owned by CGIC.
    (v)

    As the sole Director of MG Capital Management and as Manager of CGH, Mr.  Gorzynski may be deemed to beneficially own 1,083,937 shares of Common Stock, consisting of (i) the 14,400 shares of Common Stock directly beneficially owned by MG Capital Management and (ii) the 1,069,537 shares of Common Stock beneficially owned by CGH.

    (b)Percent of class:

    The following percentages are based on 15,552,647 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of August 19, 2024, as reported in Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 22, 2024, plus the 1,069,537 shares of Common Stock issuable upon the conversion of the Series C Preferred Shares.

    As of September 30, 2024:

    (i)MG Capital Management may be deemed to beneficially own less than 1% of the outstanding shares of Common Stock;
    (ii)CGIC may be deemed to own approximately 6.9% of the outstanding shares of Common Stock;
    (iii)CIG may be deemed to beneficially own approximately 6.9% of the outstanding shares of Common Stock;
    (iv)CGH may be deemed to beneficially own approximately 6.9% of the outstanding shares of Common Stock; and
    (v)Mr. Gorzynski may be deemed to beneficially own approximately 6.9% of the outstanding shares of Common Stock.
    (c)Number of shares as to which such person has:
    (i)Sole power to vote or to direct the vote

    See Cover Pages Items 5-9.

    (ii)Shared power to vote or to direct the vote

    See Cover Pages Items 5-9.

    (iii)Sole power to dispose or to direct the disposition of

    See Cover Pages Items 5-9.

    (iv)Shared power to dispose or to direct the disposition of

    See Cover Pages Items 5-9.

    9

    CUSIP No. 86337R202

    Item 5.Ownership of Five Percent or Less of a Class.

    Not Applicable.

    Item 6.Ownership of More than Five Percent on Behalf of Another Person.

    Not Applicable.

    Item 7.Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

    Not Applicable.

    Item 8.Identification and Classification of Members of the Group.

    See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on January 5, 2023.

     

    Item 9.Notice of Dissolution of Group.

    Not Applicable.

    Item 10.Certifications.

    By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

    10

    CUSIP No. 86337R202

    SIGNATURE

    After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

    Date: November 14, 2024

      MG Capital Management Ltd.
       
      By:

    /s/ Michael Gorzynski

        Name: Michael Gorzynski
        Title: Sole Director

     

     

      Continental General Insurance Company
       
      By:

    /s/ Michael Gorzynski

        Name: Michael Gorzynski
        Title: Executive Chairman

     

     

      Continental Insurance Group, Ltd.
       
      By:

    /s/ Michael Gorzynski

        Name: Michael Gorzynski
        Title: Chairman & President

     

     

      Continental General Holdings LLC
       
      By:

    /s/ Michael Gorzynski

        Name: Michael Gorzynski
        Title: Manager
           
           
     

    /s/ Michael Gorzynski

      Michael Gorzynski

    11

     

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      - Bitfarms Board of Directors Increased to Six Members, Five of whom are Independent –-Andrew J. Chang Appointed as Independent Director--Shareholder Rights Plan Approved- This news release constitutes a "designated news release" for the purposes of the Company's amended and restated prospectus supplement dated October 4, 2024, to its short form base shelf prospectus dated November 10, 2023. TORONTO, Ontario and BROSSARD, Québec , Nov. 20, 2024 (GLOBE NEWSWIRE) -- Bitfarms Ltd. (NASDAQ/TSX:BITF) ("Bitfarms" or, the "Company"), a global leader in vertically integrated Bitcoin data center operations, today announced the results of its special meeting (the "Special Meeting") of shareholders

      11/20/24 6:00:41 PM ET
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    • Stronghold Digital Mining Appoints Matthew J. Smith as Chief Financial Officer

      NEW YORK, April 14, 2022 (GLOBE NEWSWIRE) -- Stronghold Digital Mining, Inc. (NASDAQ:SDIG) ("Stronghold", or the "Company") today announced the appointment of Matthew Smith to the position of chief financial officer, effective April 18, 2022, succeeding Ricardo Larroudé, who is leaving the Company to pursue other business interests. He will remain with Stronghold through May 15, 2022 to ensure a seamless transition. Mr. Larroudé's departure does not relate to any disagreements between him and the Company relating to any financial reporting, accounting principles or practices of Stronghold. The Company thanks Mr. Larroudé for his devotion to, and services on behalf of, the Company, as he wa

      4/14/22 4:05:00 PM ET
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    • Stronghold Announces Third Quarter 2024 Operating and Financial Results

      NEW YORK, Nov. 13, 2024 (GLOBE NEWSWIRE) -- Stronghold Digital Mining, Inc. (NASDAQ:SDIG) ("Stronghold", the "Company", or "we") today announced the following: Recent Financial Highlights Revenues of $11.2 million, down 42% sequentially and 37% year-over-year. Revenues comprised $10.6 million from cryptocurrency operations and $0.5 million from the sale of energy.GAAP Net Loss of $22.7 million and non-GAAP Adjusted EBITDA Loss of $5.5 million. Merger Agreement with Bitfarms On August 21, 2024, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Bitfarms Ltd., a corporation incorporated under the Canada Business Corporations Act and continued u

      11/13/24 8:00:00 AM ET
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    • Bitfarms Reports Third Quarter 2024 Results

      - Revenue of $45 million, up 8% Q/Q and up 30% Y/Y - - Gross mining margin of 38%, compared to 51% in Q2 2024 and 44% in Q3 2023 - - Current hashrate of 11.9 EH/s, up from 10.4 EH/s in Q2 2024 - - Current efficiency of 21 w/TH, a 16% improvement from June 30, 2024 - - Synthetic HODL increased to 802 at October 31, 2024 from 208 long-dated BTC call options at June 30, 2024, up 286% - This news release constitutes a "designated news release" for the purposes of the Company's amended and restated prospectus supplement dated October 4, 2024, to its short form base shelf prospectus dated November 10, 2023. TORONTO, Ontario and BROSSARD, Québec, Nov. 13, 2024

      11/13/24 7:00:00 AM ET
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    • Stronghold Digital Mining Sets Third Quarter 2024 Earnings Conference Call for Wednesday, November 13 at 8:30 a.m. Eastern Time

      NEW YORK, Nov. 04, 2024 (GLOBE NEWSWIRE) -- Stronghold Digital Mining, Inc. (NASDAQ:SDIG) ("Stronghold", or the "Company") will host a conference call on Wednesday, November 13 at 8:30 a.m. Eastern Time to discuss its operations and financial results from the third quarter 2024. A press release detailing these results will be issued before the market opens on the same day. Stronghold management will provide prepared remarks, followed by a question-and-answer period. A live webcast of the call will be available on the Investor Relations page of the Company's website at ir.strongholddigitalmining.com. To access the call by phone, please use the following link Stronghold Digital

      11/4/24 4:30:00 PM ET
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