SDIG Stronghold Digital Mining Inc

The Board of Directors (the “Board”) of the Company appointed Thomas R. Trowbridge, IV to the Audit Committee of the Board. Mr. Trowbridge replaces Sarah P. James. As previously disclosed, the Company relied upon available transition relief for newly public companies during the one-year period following the completion of the Company’s initial public offering with respect to the independence of the members of the Audit Committee. Ms. James does not meet the heightened independence standards applicable to the Audit Committee due to her position as the Chief Financial Officer of the Beard Energy Transition Acquisition Corp. The Board determined that Mr. Trowbridge satisfies the additional independence requirements of the Nasdaq Stock Market LLC (“Nasdaq”) and the Securities and Exchange Commission (“SEC”) applicable to members of the Audit Committee. Following the appointment of Mr. Trowbridge to the Audit Committee, the Audit Committee consists of three directors, each of whom qualifies as independent under the applicable Nasdaq and SEC rules.

The composition of the Board committees is as follows:

Liquidity Update

As of November 1, 2022, the current liquidity of the Company is approximately $30 million, comprised of cash and Bitcoin. Such liquidity gives effect to the additional borrowings under the Delayed Draw Facility, $3.5 million of payments (out of $4.5 million total) already made to Northern Data PA LLC (“NDPA”) and 1277963 B.C. Ltd. (“Bitfield”, and together with NDPA, “Northern Data”) related to the termination and settlement of the Northern Data hosting agreement, and approximately $3.7 million in new miner acquisitions.

On November 1, 2022, the Company issued a press release regarding the extinguishment of debt and the closing of the WhiteHawk Refinancing Agreement. A copy of the press release is attached as Exhibit 99.1 hereto.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained in this current report on Form 8-K constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. Forward-looking statements and the business prospects of the Company are subject to a number of risks and uncertainties that may cause the Company’s actual results in future periods to differ materially from the forward-looking statements. These risks and uncertainties include, among other things: the recent restructuring of the Company’s debt and the performance and satisfaction of various obligations under the agreements entered into in order to effect such restructuring of debt; the hybrid nature of our business model, which is highly dependent on the price of Bitcoin; our dependence on the level of demand and financial performance of the crypto asset industry; our ability to manage growth, business, financial results and results of operations; uncertainty regarding our evolving business model; our ability to retain management and key personnel and the integration of new management; our ability to raise capital to fund business growth; our ability to maintain sufficient liquidity to fund operations, growth and acquisitions; our substantial indebtedness and its effect on our results of operations and our financial condition; uncertainty regarding the outcomes of any investigations or proceedings; our ability to enter into purchase agreements, acquisitions and financing transactions; public health crises, epidemics, and pandemics such as the coronavirus pandemic; our ability to procure crypto asset mining equipment from foreign-based suppliers; our ability to maintain our relationships with our third party brokers and our dependence on their performance; our ability to procure crypto asset mining equipment; developments and changes in laws and regulations, including increased regulation of the crypto asset industry through legislative action and revised rules and standards applied by The Financial Crimes Enforcement Network under the authority of the U.S. Bank Secrecy Act and the Investment Company Act; the future acceptance and/or widespread use of, and demand for, Bitcoin and other crypto assets; our ability to respond to price fluctuations and rapidly changing technology; our ability to operate our coal refuse power generation facilities as planned; our ability to avail ourselves of tax credits for the clean-up of coal refuse piles; and legislative or regulatory changes, and liability under, or any future inability to comply with, existing or future energy regulations or requirements. More information on these risks and other potential factors that could affect our financial results is included in the Company’s filings with the Securities and Exchange Commission, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of its Annual Report on Form 10-K filed on March 29, 2022 and our Quarterly Reports on Form 10-Q filed on May 16, 2022 and August 18, 2022, and in its Current Report on Form 8-K. Any forward-looking statement speaks only as of the date as of which such statement is made, and, except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.