Stronghold Digital Mining Inc. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control of Registrant, Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

At the effective time of the Merger (the “Effective Time”), each share of Class A common stock, par value $0.0001 per share, of the Company (the “Company Class A Common Stock”) issued and outstanding immediately prior to the Effective Time was converted into the right to receive 2.520 common shares of Bitfarms, without par value (“Bitfarms Common Shares”), and each issued and outstanding share of Class V common stock, par value $0.0001 per share, of the Company (“Company Class V Common Stock” and, together with the Company Class A Common Stock, the “Company Common Stock”) was automatically cancelled and ceased to exist.  Any holder of Company Class A Common Stock who was otherwise entitled to receive a fraction of a share of Bitfarms Common Shares pursuant to the Merger (after taking into account all the Company Class A Common Stock held immediately prior to the Effective Time by such holder) received in lieu thereof an amount of cash, without interest, equal to such fraction of a share of Bitfarms Common Shares multiplied by the closing price per share of Bitfarms Common Shares on the Business Day immediately prior to the Effective Time.

Immediately prior to the Effective Time, (1) each share of Series C Convertible Preferred Stock of the Company (the “Series C Preferred Stock”) issued and outstanding as of such time converted into 250 shares of Company Class A Common Stock in accordance with the Certificate of Designations of the Series C Preferred Stock, filed with the Secretary of State of the State of Delaware, effective February 20, 2023, and all shares of Series C Preferred Stock ceased to exist, and (2) pursuant to Section 3.6(q) of the Fifth Amended and Restated Limited Liability Company Agreement of Stronghold Digital Mining Holdings LLC, a Delaware limited liability company (“Company Holdco”), the Company required each member of Company Holdco (other than the Company and its wholly owned subsidiaries) to exchange all of the issued and outstanding Company Holdco Units held by such member, together with the surrender for cancellation of a corresponding number of shares of Company Class V Common Stock, for a corresponding number of shares of Company Class A Common Stock, resulting in zero Company Class V Common Stock issued and outstanding thereafter.

At the Effective Time, each Company restricted stock unit award that was outstanding immediately prior to the Effective Time and granted prior to August 21, 2024 vested in full, and each Company restricted stock unit was treated as a share of Company Class A Common Stock for all purposes of the Merger Agreement, including the right to receive the Per Share Merger Consideration.  Additionally, at the Effective Time, each Company restricted stock unit award that was outstanding immediately prior to the Effective Time and granted during the interim period between August 21, 2024 and March 14, 2025, was automatically converted into a Bitfarms restricted stock unit award on substantially the same terms and conditions as were applicable to such restricted stock unit award as of immediately prior to the Effective Time, except that the number of shares of Bitfarms Common Shares subject to such Bitfarms restricted stock unit award equaled the number of shares of Company Class A Common Stock subject to such Company restricted stock unit award multiplied by the Exchange Ratio.  Further, at the Effective Time, (1) each outstanding vested or unvested compensatory option to purchase shares of Company Class A Common Stock (each, a “Company Option”), other than any such option held by a former employee or former non-employee director of, or other service provider to, the Company or its subsidiaries (each, a “Former Employee Option”), was automatically converted into an option to acquire Bitfarms Common Shares (each, a “Bitfarms Option”) on substantially the same terms and conditions as were applicable to such Company Option as of immediately prior to the Effective Time, except that (a) the number of shares of Bitfarms Common Shares subject to such Bitfarms Option equaled the number of shares of Company Class A Common Stock underlying the Company Option multiplied by the Exchange Ratio, and (b) the exercise price of each Bitfarms Common Shares issuable upon the exercise of the Bitfarms Option equaled the exercise price per share of the Company Class A Common Stock under such Company Option divided by the Exchange Ratio, and (2) each Former Employee Option was automatically cancelled and converted into the right to receive a number of shares of Bitfarms Common Shares equal to the product of (x) the number of shares of Company Class A Common Stock subject to such Former Employee Option as of immediately prior to the Effective Time and (y) (i) the excess, if any, of the Merger Consideration Value (as defined herein) over the exercise price per share of Company Class A Common Stock applicable to such Former Employee Option, divided by (ii) the Exchange Ratio multiplied by the volume-weighted average price of a share of Bitfarms Common Shares reported by The Nasdaq Stock Market LLC (“Nasdaq”) for the five consecutive trading day period ending on the trading day immediately prior to the Effective Time (the “Merger Consideration Value”).

At the Effective Time, in accordance with the terms of each outstanding and unexercised warrant to purchase shares of Company Class A Common Stock (each, a “Company Warrant”), except as otherwise mutually agreed by the holder of any Company Warrant and Bitfarms, each Company Warrant was converted into a warrant to acquire shares of Bitfarms Common Shares (each, a “Bitfarms Warrant”) on substantially the same terms and conditions as were applicable to such Company Warrant as of immediately prior to the Effective Time.  The number of shares of Bitfarms Common Shares subject to such Bitfarms Warrant was the number of shares of Company Class A Common Stock underlying the Company Warrant multiplied by the Exchange Ratio, and the exercise price of each Bitfarms Common Shares under such Bitfarms Warrant was the exercise price of the Company Class A Common Stock under such Company Warrant divided by the Exchange Ratio.