Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously reported, on December 30, 2022, Stronghold Digital Mining, Inc.
(the "Company") entered into an exchange agreement (the "Exchange Agreement")
with the holders (the "Noteholders") of the Company's Amended and Restated 10%
Notes (the "Notes") whereby the Notes are to be exchanged for shares of a new
series of convertible preferred stock (the "Series C Preferred Stock") that,
among other things, will convert into shares of the Company's Class A common
stock, par value $0.0001 per share (the "Class A Common Stock"), or pre-funded
warrants that may be exercised for shares of Class A Common Stock ("Pre-Funded
Warrants"), at a conversion price of $0.40 per share. The closing of the
transactions contemplated by the Exchange Agreement is subject to certain
conditions, including, among other things, the Company obtaining the required
written consents of its stockholders approving (a) the adoption and filing of
the certificate of designation designating the Series C Preferred Stock (the
"Certificate of Designation") with the Secretary of State for the State of
Delaware and the issuance of the Series C Preferred Stock and (b) issuances of
more than 20% of the Company's outstanding shares of Class A Common Stock and
Class V common stock, par value $0.0001 per share (the "Class V Common Stock"
and, together with the Class A Common Stock, the "Common Stock") upon conversion
of the Series C Preferred Stock or the exercise of the Pre-Funded Warrants or
certain other warrants held by the Noteholders, as required by The Nasdaq Stock
Market LLC ("Nasdaq") Listing Rules (the "Stock Issuance").
On January 9, 2023, the holders of 26,057,600 shares of Class V Common Stock and
4,341,777 shares of Class A Common Stock, representing 52.62% of the Common
Stock entitled to vote on such matters (the "Majority Stockholders"), took
action by written consent and without a meeting pursuant to Delaware General
Corporation Law Section 228 and the Company's Second Amended and Restated
Certificate of Incorporation (the "Certificate of Incorporation"). The number
of shares entitled to vote was determined by the total number of issued and
outstanding shares of Class A Common Stock and Class V Common Stock, voting
together as a single class pursuant to the Certificate of Incorporation. The
Majority Stockholders approved and adopted the following actions:
(1) the Stock Issuance in all respects, including (i) the adoption of and filing
with the Secretary of State for the State of Delaware the Certificate of
Designation and the subsequent issuance of the shares of Series C Preferred
Stock pursuant to the terms of the Exchange Agreement and (ii) for purposes of
Nasdaq Listing Rules 5635(b) and 5635(d), the issuance of the total number of
shares of Class A Common Stock issuable upon conversion of the Series C
Preferred Stock and the exercise of the Pre-Funded Warrants and upon exercise of
certain other warrants held by the Noteholders issued in connection with the
Notes; and
(2) (i) a reverse stock split of the issued and outstanding Common Stock by a
ratio in a range from and including one-for-two (1:2) up to one-for-ten (1:10),
(the "Range") (with the Company's board of directors (the "Board") being
authorized to determine the exact amount for such split within the Range, such
ratio being the "Reverse Split Ratio") (the "Reverse Stock Split"), (ii) the
bestowal of authorization onto the Board to determine the exact Reverse Split
Ratio within the Range, (iii) the form of amendment to the Certificate of
Incorporation effecting the Reverse Stock Split (the "Certificate of Amendment")
and the consequent filing thereof with the Secretary of State for the State of
Delaware at any time on or before June 30, 2023, and (iv) the right of the Board
to abandon the Reverse Stock Split and not to file the Certificate of Amendment,
if the Board, in its discretion, at any time determines that the Reverse Stock
Split is no longer in the best interests of the Company or its stockholders.
Pursuant to rules adopted by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, a Schedule 14C information statement will be
filed with the Securities and Exchange Commission and sent or provided to the
stockholders of the Company.
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STRONGHOLD DIGITAL MINING, INC. 
