| FORM
3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF
SECURITIES
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act
of 1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person
*
| 595 MADISON AVENUE, 29TH FLOOR |
|
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year)
10/19/2021
|
3. Issuer Name
and
Ticker or Trading Symbol
Stronghold Digital Mining, Inc.
[
SDIG
]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
5. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check
Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting
Person |
|
| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
|
3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
|
Class A common stock
|
5,000
(1)
|
I
|
By Q Power LLC
(2)
|
|
Class V common stock
(3)
|
9,395,000
(4)
|
I
|
By Q Power LLC
(2)
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
|
2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
|
Stronghold Digital Mining Holdings LLC Units
|
|
|
Class A common stock, par value $0.0001
|
9,395,000
(4)
|
(3)
|
I
|
By Q Power LLC
(2)
|
| Explanation of Responses: |
|
|
|
|
| Remarks: |
| Exhibit List: Exhibit 24.1 - Power of Attorney |
|
/s/ Matthew Usdin, attorney-in-fact for Q Power LLC |
10/19/2021 |
|
** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 24.1
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Matthew C. Usdin, General
Counsel and Vice President of Business Development of Stronghold Digital Mining,
Inc., with full power of substitution, as the undersigned's true and lawful
attorney-in-fact to:
1. prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the U.S. Securities and Exchange Commission
(the "SEC") a Form ID, including amendments thereto, and any other
documents necessary or appropriate to obtain codes and passwords
enabling the undersigned to make electronic filings with the SEC of
reports required by Section 16(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or any rule or regulation of
the SEC;
2. execute for and on behalf of the undersigned any Form 3, Form 4,
Form 5 and Form 144 (including any amendments, corrections,
supplements or other changes thereto) in accordance with Section
16(a) of the Exchange Act, and the rules thereunder, but only to the
extent each form or schedule relates to the undersigned's beneficial
ownership of securities of Stronghold Digital Mining, Inc. or any of
its subsidiaries (collectively, the "Company");
3. execute for and on behalf of the undersigned with respect to the
Company, Schedules 13D and 13G in accordance with Section 13 of the
Exchange Act and the rules thereunder;
4. do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any Form
3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G (including
any amendments, corrections, supplements or other changes thereto)
and timely file the forms or schedules with the SEC and any stock
exchange or quotation system, self-regulatory association or any
other authority, and provide a copy as required by law or advisable
to such persons as the attorney-in-fact deems appropriate; and
5. take any other action in connection with the foregoing that, in the
opinion of the attorney-in-fact, may be of benefit to, in the best
interest of or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall
be in the form and shall contain the terms and conditions as the
attorney-in-fact may approve in the attorney-in-fact's discretion.
The undersigned hereby grants to the attorney-in-fact full power and authority
to do and perform all and every act requisite, necessary or proper to be done in
the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that the attorney-in-fact shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers granted herein. The undersigned
acknowledges that the attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming (nor is the Company assuming) any
of the undersigned's responsibilities to comply with Sections 13 or 16 of the
Exchange Act.
The undersigned agrees that the attorney-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact. The undersigned also agrees to indemnify
and hold harmless the Company and the attorney-in-fact against any losses,
claims, damages or liabilities (or actions in these respects) that arise out of
or are based upon any untrue statements or omissions of necessary facts in the
information provided by or at the direction of the undersigned, or upon the lack
of timeliness in the delivery of information by or at the direction of the
undersigned, to the attorney-in-fact for purposes of executing, acknowledging,
delivering or filing a Form 3, Form 4, Form 5, Form 144, Schedule 13D or
Schedule 13G (including any amendments, corrections, supplements or other
changes thereto) with respect to the undersigned's holdings of and transactions
in securities issued by the Company, and agrees to reimburse the Company and the
attorney-in-fact on demand for any legal or other expenses reasonably incurred
in connection with investigating or defending against any such loss, claim,
damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form 3, Form 4, Form 5, Form 144,
Schedule 13D or Schedule 13G (including any amendments, corrections, supplements
or other changes thereto) with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the attorney-in-fact. This Power of
Attorney does not revoke any other power of attorney that the undersigned has
previously granted.
[Signature page follows.]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date written below.
Q Power LLC
By: /s/ Gregory A. Beard
------------------------------------
Name: Gregory A. Beard
Title: Managing Member
Date: September 29, 2021
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date written below.
Q Power LLC
By: /s/ William B. Spence
------------------------------------
Name: William B. Spence
Title: Managing Member
Date: September 29, 2021
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