SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Q Power LLC (Last) (First) (Middle) 595 MADISON AVENUE, 29TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/19/2021	3. Issuer Name and Ticker or Trading Symbol Stronghold Digital Mining, Inc. [ SDIG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock	5,000(1)	I	By Q Power LLC(2)
Class V common stock(3)	9,395,000(4)	I	By Q Power LLC(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stronghold Digital Mining Holdings LLC Units	(3)	(3)	Class A common stock, par value $0.0001	9,395,000(4)	(3)	I	By Q Power LLC(2)

Explanation of Responses:

1. Does not give effect to 2.88-for-1 stock split, which the Issuer expects to effect in connection with the closing of its initial public offering on October 22, 2021. After giving effect to such split, the amount of securities reported in column 2 would be adjusted to 14,400.

2. Gregory A. Beard and William B. Spence are the managing members of Q Power LLC and, as such, may be deemed to have beneficial ownership over such shares held by Q Power LLC. Each person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of, or has any pecuniary interests in, such securities for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, or for any other purpose.

3. Each share of Class V common stock has no economic right but entitles its holder to one vote on all matters to be voted on by shareholders generally. At the request of the holder, each common unit ("Common Unit") of Stronghold Digital Mining Holdings, LLC ("Stronghold LLC") may be coupled with a share of Class V common stock and redeemed for, at the Issuer's election and subject to certain restrictions in the Limited Liability Company Agreement of Stronghold LLC (as amended and restated, the "Stronghold LLC Agreement"), newly issued shares of Class A common stock of the Issuer on a one-for-one basis or for a cash payment to be determined pursuant to the Stronghold LLC Agreement for each Common Unit redeemed. The Common Units do not expire.

4. Does not give effect to 2.88-for-1 stock split, which the Issuer expects to effect in connection with the closing of its initial public offering on October 22, 2021. After giving effect to such split, the amount of securities reported in Table I, column 2 and Table II, column 3 swould be adjusted to 27,057,600.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Matthew Usdin, attorney-in-fact for Q Power LLC	10/19/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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                                                                    Exhibit 24.1

                               POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Matthew C. Usdin, General
Counsel and Vice President of Business Development of Stronghold Digital Mining,
Inc., with full power of substitution, as the undersigned's true and lawful
attorney-in-fact to:

        1.  prepare, execute in the undersigned's name and on the undersigned's
            behalf, and submit to the U.S. Securities and Exchange Commission
            (the "SEC") a Form ID, including amendments thereto, and any other
            documents necessary or appropriate to obtain codes and passwords
            enabling the undersigned to make electronic filings with the SEC of
            reports required by Section 16(a) of the Securities Exchange Act of
            1934, as amended (the "Exchange Act") or any rule or regulation of
            the SEC;

        2.  execute for and on behalf of the undersigned any Form 3, Form 4,
            Form 5 and Form 144 (including any amendments, corrections,
            supplements or other changes thereto) in accordance with Section
            16(a) of the Exchange Act, and the rules thereunder, but only to the
            extent each form or schedule relates to the undersigned's beneficial
            ownership of securities of Stronghold Digital Mining, Inc. or any of
            its subsidiaries (collectively, the "Company");

        3.  execute for and on behalf of the undersigned with respect to the
            Company, Schedules 13D and 13G in accordance with Section 13 of the
            Exchange Act and the rules thereunder;

        4.  do and perform any and all acts for and on behalf of the undersigned
            that may be necessary or desirable to complete and execute any Form
            3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G (including
            any amendments, corrections, supplements or other changes thereto)
            and timely file the forms or schedules with the SEC and any stock
            exchange or quotation system, self-regulatory association or any
            other authority, and provide a copy as required by law or advisable
            to such persons as the attorney-in-fact deems appropriate; and

        5.  take any other action in connection with the foregoing that, in the
            opinion of the attorney-in-fact, may be of benefit to, in the best
            interest of or legally required of the undersigned, it being
            understood that the documents executed by the attorney-in-fact on
            behalf of the undersigned pursuant to this Power of Attorney shall
            be in the form and shall contain the terms and conditions as the
            attorney-in-fact may approve in the attorney-in-fact's discretion.

The undersigned hereby grants to the attorney-in-fact full power and authority
to do and perform all and every act requisite, necessary or proper to be done in
the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that the attorney-in-fact shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers granted herein. The undersigned
acknowledges that the attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming (nor is the Company assuming) any
of the undersigned's responsibilities to comply with Sections 13 or 16 of the
Exchange Act.

The undersigned agrees that the attorney-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact. The undersigned also agrees to indemnify
and hold harmless the Company and the attorney-in-fact against any losses,
claims, damages or liabilities (or actions in these respects) that arise out of
or are based upon any untrue statements or omissions of necessary facts in the
information provided by or at the direction of the undersigned, or upon the lack
of timeliness in the delivery of information by or at the direction of the
undersigned, to the attorney-in-fact for purposes of executing, acknowledging,
delivering or filing a Form 3, Form 4, Form 5, Form 144, Schedule 13D or
Schedule 13G (including any amendments, corrections, supplements or other
changes thereto) with respect to the undersigned's holdings of and transactions
in securities issued by the Company, and agrees to reimburse the Company and the
attorney-in-fact on demand for any legal or other expenses reasonably incurred
in connection with investigating or defending against any such loss, claim,
damage, liability or action.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form 3, Form 4, Form 5, Form 144,
Schedule 13D or Schedule 13G (including any amendments, corrections, supplements
or other changes thereto) with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the attorney-in-fact. This Power of
Attorney does not revoke any other power of attorney that the undersigned has
previously granted.

                           [Signature page follows.]


        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date written below.

Q Power LLC

By: /s/ Gregory A. Beard
    ------------------------------------
    Name: Gregory A. Beard
    Title: Managing Member
    Date:  September 29, 2021


        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date written below.

Q Power LLC

By: /s/ William B. Spence
    ------------------------------------
    Name: William B. Spence
    Title: Managing Member
    Date: September 29, 2021