SEC Form S-8 filed by Stronghold Digital Mining Inc.

As filed with the Securities and Exchange Commission on February 28, 2025

 

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Stronghold Digital Mining, Inc.

(Exact name of registrant as specified in its charter)

 

STRONGHOLD DIGITAL MINING, INC. OMNIBUS INCENTIVE PLAN

(Full title of the plan)

Gregory A. Beard

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:

Daniel M. LeBey

Shelley A. Barber

Lucy Liu

Vinson & Elkins L.L.P.

1114 Avenue of the Americas, 32nd Floor

New York, New York 10036

(804) 327-6300

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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”).    ☐

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed for the purpose of registering the offer and sale of an additional 1,200,000 shares of Class A common stock, $0.0001 par value per share (the “Common Stock”) of Stronghold Digital Mining, Inc., a Delaware corporation (the “Registrant”), that may be issued pursuant to the Stronghold Digital Mining, Inc. Omnibus Incentive Plan (as amended from time to time, the “Plan”). These additional shares of Common Stock have become reserved for issuance as a result of the Second  Amendment to the Plan, which was approved by the Company’s stockholders at the 2024 Annual Meeting of Stockholders held on June 18, 2024. Except as otherwise set forth below, the contents of the registration statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on February 9, 2024 (File No. 333-276974), March 29, 2023 (File No. 333-270966) and October 26, 2021 (File No. 333-260497) are incorporated herein by reference and made a part of this Registration Statement as permitted by General Instruction E to Form S-8.

Item 8.

Exhibits.

* Filed herewith

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gregory A. Beard as his or her attorney-in-fact, with full power of substitution for him or her in any and all capacities, to sign any amendments to this Registration Statement, including any and all pre-effective and post-effective amendments and to file such amendments thereto, with exhibits thereto and other documents in connection therewith, with the Commission, hereby ratifying and confirming all that said attorney-in-fact, or each of his or her substitute or substitutes, may do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on February 28, 2025.

 

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