STRONGHOLD DIGITAL MINING, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.
On June 25, 2021, Stronghold Digital Mining, LLC (“Stronghold”), a wholly owned
subsidiary of Stronghold Digital Mining, Inc. (the “Company”), entered into a
Master Equipment Financing Agreement (the “NYDIG Financing Agreement”) with
Arctos Credit, LLC (“NYDIG”) whereby NYDIG initially agreed to lend to
Stronghold an aggregate amount not to exceed $34,481,700 to finance the purchase
of certain Bitcoin miners and related equipment (the “NYDIG-Financed
Equipment”). Outstanding borrowings under the NYDIG Financing Agreement are
secured by the NYDIG-Financed Equipment and the contracts to acquire the
NYDIG-Financed Equipment, including the Purchase Agreement dated April 14, 2021.
On January 31, 2022, Stronghold and NYDIG ABL LLC (f/k/a Arctos Credit, LLC),
amended the NYDIG Financing Agreement (the “NYDIG Amendment”) to include (i)
2,140 MicroBT WhatsMiner M30S+ miners and (ii) 2,140 MicroBT WhatsMiner M30S
miners purchased by Stronghold pursuant to a purchase agreement dated December
16, 2021
, totaling $12,622,816 of additional borrowing capacity. Stronghold will
pay an aggregate closing fee of $504,912 to NYDIG. The NYDIG Amendment requires
that the Company maintain a blocked wallet or other account for deposits of all
Mined Currency. All capitalized words used but not defined herein have the
meanings assigned in the NYDIG Amendment.

The foregoing description is qualified in its entirety by reference to the full
text of the NYDIG Financing Agreement, which is filed as Exhibit 10.15 to the
Company’s Registration Statement on Form S-1 filed on August 31, 2021 (File No.
333-258188) and incorporated into this Item 1.01 by reference, and the NYDIG
Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K
(this “Form 8-K”) and incorporated into this Item 1.01 by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.


The information included under Item 1.01 of this Form 8-K is incorporated by
reference into this Item 2.03 of this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d)  Exhibits.
    Exhibit Number                                     Description
10.1#                    First Amendment to Master Equipment Finance Agreement, dated as of January
                       31, 2022, by and between Stronghold Digital Mining, LLC and NYDIG ABL LLC.
104                    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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# Certain portions of this exhibit were redacted pursuant to Item 601(b)(2)(ii)
of Regulation S-K.

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