POS AM 1 ef20045404_posam.htm POS AM
As filed with the U.S. Securities and Exchange Commission on March 17, 2025
Registration No. 333-260874
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Post-Effective Amendment No. 1 to
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


Stronghold Digital Mining, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
7374
86-2759890
(State or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number)
(IRS Employer Identification No.)

595 Madison Avenue, 28th Floor
New York, New York 10022
(212) 967-5294
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
Ben Gagnon
Chief Executive Officer
595 Madison Avenue, 28th Floor
New York, New York 10022
(212) 967-5294
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
 
Christopher M. Barlow
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
(212) 735-3000
 
Approximate date of commencement of proposed sale to the public: Not applicable.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
☐
  
Accelerated filer
☐
Non-accelerated filer
☒
  
Smaller reporting company 
☒
     
Emerging growth company
☒
 
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. ☐
 
EXPLANATORY NOTE
 
DEREGISTRATION OF SECURITIES
 
On November 8, 2021, Stronghold Digital Mining, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-260874), which was declared effective by the SEC on November 12, 2021 (the “Registration Statement”). The Registration Statement registered the resale of 1,152,000 shares of Class A common stock of the Company by the selling stockholder identified in the prospectus included in the Registration Statement.
 
On March 14, 2025, pursuant to the consummation of the previously announced Agreement and Plan of Merger, dated as of August 21, 2024, which was amended by amendment no. 1 thereto, dated as of September 12, 2024 (the “Merger Agreement”), by and among Bitfarms Ltd. (“Bitfarms”), the Company, Backbone Mining Solutions LLC, an indirect, wholly-owned subsidiary of Bitfarms (“BMS”) and HPC & AI Megacorp, Inc., a direct, wholly-owned subsidiary of BMS (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as an indirect, wholly-owned subsidiary of Bitfarms.
 
As a result of the consummation of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of its securities pursuant to the above-referenced Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove by means of a post-effective amendment any of the securities registered which remain unsold at the termination of the offering, this Post-Effective Amendment No. 1 to the Registration Statement is being filed to terminate the effectiveness of the Registration Statement and to remove from registration all securities registered but not sold under the Registration Statement.
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on March 17, 2025.
 
 
Stronghold Digital Mining, Inc.
     
 
By:
/s/ Ben Gagnon
   
Ben Gagnon
   
Chief Executive Officer

No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.