Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
|
CUSIP
No. 86337R103 |
13G |
Page 2 of 7 |
| 1 |
NAME OF REPORTING PERSONS
Whitehawk Finance LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
1,989,551 |
| 6 |
SHARED VOTING POWER
0 |
| 7 |
SOLE DISPOSITIVE POWER
1,989,551 |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,989,551 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%(1)(2) |
| 12 |
TYPE OF REPORTING PERSON*
OO |
| |
|
|
|
|
| (1) | This amount comprises beneficial ownership of 1,989,551 shares
of Class A Common Stock which consists of 1,989,551 shares which are issuable upon exercise of Warrants held by the Reporting Person,
with each Warrant exercisable for one share of Class A Common Stock at a price of $0.01 per share (the “Warrants”). As more
fully described in Item 4 below, 4,000,0000 Warrants are subject to a customary 9.99% blocker provision pursuant to which the Reporting
Person would not have the right to exercise the Warrants to the extent that the Reporting Person, together with its affiliates, would
beneficially own more than 9.99% of the Class A Common Stock. |
| (2) | Calculated based on 20,096,481 shares of Class A Common Stock
outstanding as of August 12, 2022, which is the total number of shares outstanding as reported in the Issuer’s Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on August 18, 2022 (the “Quarterly Report”). |
| CUSIP No. 86337R103 |
13G |
Page 3 of 7 |
SCHEDULE 13G/A
This Schedule 13G (this “Schedule
13G”) is being filed on behalf of Whitehawk Finance LLC, a Delaware limited liability company.
Stronghold Digital Mining,
Inc.
| Item 1(b) | Address of Issuer’s Principal Executive Offices. |
595 Madison Avenue, 28th Floor
New York, New York 10022
| Item 2(a) | Name of Person Filing. |
Whitehawk Finance LLC
| Item 2(b) | Address of Principal Business Office, or, if none, Residence. |
11601 Wilshire Boulevard, Suite
1250
Los Angeles, California 90025
| Item 2(c) | Citizenship or Place of Organization. |
Whitehawk Finance LLC is a Delaware limited
liability company.
| Item 2(d) | Title of Class of Securities. |
Class A Common Stock, par value
$0.0001 per share
86337R103
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No. 86337R103 |
13G |
Page 4 of 7 |
If this statement is filed pursuant to Rule
13d-1(b), or 13d-2(b), check whether the person filing is a:
| (a) | ☐ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | ☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ☐ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ☐ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ☐ |
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). |
| (f) | ☐ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) | ☐ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) | ☐ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| (i) | ☐ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3). |
| (j) | ☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| (a) | Amount beneficially owned: |
As of October 27, 2022, Whitehawk Finance
LLC beneficially owned an aggregate of 1,989,551 shares of Class A Common Stock issuable upon the exercise of the Warrants. As described
below, certain of the Warrants contain a 9.99% beneficial ownership limitation.
The Reporting Peron’s ownership of
the Issuer’s securities includes (1) 353,399 Warrants, exercisable at any time and (2) 4,000,000 Warrants which contain a customary
9.99% blocker provision (the “Blocker Warrants”). The foregoing beneficial ownership of 1,989,551 shares of Class A
Common Stock excludes 2,363,848 shares of Class A Common Stock issuable upon exercise of the Blocker Warrants as the holder does not have
the right to exercise the Blocker Warrants to the extent that, following exercise, the Reporting Person, together with its affiliates,
would beneficially own more than 9.99% of the Class A Common Stock outstanding.
|
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No. 86337R103 |
13G |
Page 5 of 7 |
The following percentage calculated based
on 20,096,481 shares of Class A Common Stock outstanding as of August 12, 2022, which is the total number of shares of Class A Common
Stock outstanding as reported in the Issuer’s Quarterly Report. As described above, the Blocker Warrants contain a 9.99% beneficial
ownership limitation.
Whitehawk Finance LLC: 9.99%
The Reporting Peron’s ownership of
the Issuer’s securities includes (1) 353,399 Warrants, exercisable at any time and (2) 1,636,152 Blocker Warrants. The foregoing
excludes 2,363,848 shares of Class A Common Stock issuable upon exercise of the Blocker Warrants as the holder does not have the right
to exercise the Warrants to the extent that, following exercise, the Reporting Person, together with their affiliates, would beneficially
own more than 9.99% of the Class A Common Stock outstanding.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
Whitehawk Finance LLC: 1,989,551 shares
| (ii) | Shared power to vote or direct the vote: |
Whitehawk Finance LLC: 0 shares
| (iii) | Sole power to dispose or to direct the disposition of: |
Whitehawk Finance LLC: 1,989,551 shares
| (iv) | Shared power to dispose or to direct the disposition of: |
Whitehawk Finance LLC:
0 shares
| Item 5 | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class
of securities, check the following ☐
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Inapplicable.
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No. 86337R103 |
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Page 6 of 7 |
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by
the Parent Holding Company. |
Inapplicable.
| Item 8 | Identification and Classification of Members of the Group. |
Inapplicable.
| Item 9 | Notice of Dissolution of Group. |
Inapplicable.
By signing below each of the Reporting
Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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No. 86337R103 |
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Page 7 of 7 |
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: November 7, 2022 |
|
| |
|
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Whitehawk Finance LLC |
| |
|
|
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By: |
/s/ Harry Chung |
| |
Name: |
Harry Chung |
| |
Title: |
Chief Operating Officer and
Chief Financial Officer |