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United States securities and exchange commission logo
August 16, 2021
Gregory A. Beard
Chief Executive Officer
Stronghold Digital Mining, Inc.
595 Madison Avenue, 29th Floor
New York, NY 10022
Re: Stronghold Digital
Mining, Inc.
Registration
Statement on Form S-1
Filed July 27, 2021
File No. 333-258188
Dear Mr. Beard:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our June
9, 2021 letter.
Form S-1 filed on July 27, 2021
Low-Cost Power Generation, page 5
1. We note your response
to prior comment 3. Please supplementally provide us with a copy
of the report you
commissioned from PA Consulting Group, Inc. and file their consent as
an exhibit. Refer to
Securities Act Rule 436.
Gregory A. Beard
FirstName
StrongholdLastNameGregory A. Beard
Digital Mining, Inc.
Comapany
August 16, NameStronghold
2021 Digital Mining, Inc.
August
Page 2 16, 2021 Page 2
FirstName LastName
Risk Factors, page 29
2. We note your response to prior comment 12 and that you expect Q Power
to hold a
majority of the voting stock. To the extent the company may be
considered a
controlled company under Nasdaq rules, please provide
appropriate disclosure
throughout the registration statement, including on the prospectus
cover page and in risk
factors.
Unaudited Pro Forma Condensed Consolidated Financial Information, page 74
3. We note your response to comments 13, 19, and 20. Please disclose the
facts and
circumstances concerning the Tax Receivable Agreement within your pro
forma
disclosure. Explain why you do not give effect to the Tax Receivable
Agreement in your
pro forma financial statements. Also, quantify in this disclosure the
estimated maximum
payment that the Company may be required to make under the Tax
Receivable Agreement
if there were a redemption of all of the Stronghold LLC Units held by
Q Power
immediately after the offering. In this regard, we note the disclosure
on pages 128 - 132.
4. Please give pro forma effect to your borrowings under the $34.5
million master equipment
financing agreement with Arctos Credit, LLC, and the related issuance
of 43,845 shares of
Class A common stock to Arctos, pursuant to Article 11-01(a) of
Regulation S-X.
5. We note under the non-binding letter of intent with Olympus Power, LLC
you may
acquire the Third Plant. Please give effect to this acquisition in
your pro forma financial
statements and include in your Form S-1 separate audited financial
statements pursuant to
Rule 8-04 of Regulation S-X. If, after assessing all available facts,
you have concluded
the acquisition is not probable, then please disclose this on pages
10-11 and elsewhere, as
applicable, and advise us.
Unaudited Pro Forma Combined Balance Sheet as of March 31, 2021, page 75
6. In regard to notes (a), (b), and (c), please clarify the nature of the
expenses and how they
were calculated.
7. In regard to note (b), please explain separately the adjustments
related to the
reorganization.
8. In regard to note (d), please explain how you computed the amounts
presented in the as
adjusted before offering column for Registrant s (deficit)
attributable to non-
controlling interest. Disclose the other side of the entry in the
footnote and indicate
this adjustment on the pro forma balance sheet.
9. In regard to note (e), please explain the nature of the estimated
consideration.
10. It is unclear why you disclose as separate line-items both "Total
Shareholders Equity /
(Deficit)" and "Total equity." Please revise or clarify your
disclosure and advise us.
Gregory A. Beard
FirstName
StrongholdLastNameGregory A. Beard
Digital Mining, Inc.
Comapany
August 16, NameStronghold
2021 Digital Mining, Inc.
August
Page 3 16, 2021 Page 3
FirstName LastName
11. Regarding your response to comment 14, please explain to us how you
reclassified the
Stronghold LLC Units to temporary equity in the pro forma balance
sheet.
12. Record on the pro forma balance sheet any deferred tax assets and
liabilities to be
recognized upon consolidation of Stronghold LLC or advise us.
Unaudited Pro Forma Combined Statements of Operations For the Three Months
Ended March
31, 2021, page 77
13. Please explain why the WhiteHawk Financing Agreement column does not
include
the pro forma interest expense from the new debt for the three months
ended March 31,
2021. Also, give effect to this borrowing within your pro forma income
statement for the
year ended December 31, 2020.
14. In a separate footnote, provide an explanation for the $900,000
adjustment appearing
within the WhiteHawk Finance LLC Debt Financing/ Warrants column.
15. In regard to the Panther Creek Acquisition, please disclose any
acquisition accounting
adjustments, such as depreciation and amortization associated with
fair valuing
identifiable assets acquired for all periods presented.
16. Please identify the adjustment for note (c) on the Pro Forma Combined
Statements of
Operation.
Management's Discussion and Analysis of Results of Operations and Financial
Condition
Components of our Results of Operations
Results of Operations, page 84
17. We note your revisions and response to prior comment 16. As we
requested in our prior
comment, please revise the segment-level disclosures to identify each
reportable operating
segment's operating (loss) or income for all periods presented, as
shown on pages F-15
and F-32, respectively, and discuss each segment's associated
operating costs. Refer to
Item 303 of Regulation S-K and SEC Release No. 33-6835.
Comparison of Non-GAAP Financial Measure, page 90
18. We note your calculation of the non-GAAP measure identified as
"Adjusted EBITDA"
contemplates excluding various charges such as one-time transaction
costs, impairments,
and losses on derivative contracts while not excluding similar gains
such as gain on
extinguishment of PPP loan, realized gain on sale of digital
currencies, derivative
contracts, net, waste coal credits, renewable energy credits, and
commission on sale of
ash. Please note a non-GAAP measure that is adjusted only for
non-recurring charges
when there were non-recurring gains that occurred during the same
period could violate
Rule 100(b) of Regulation G. We refer you to the guidance in Question
100.03 of the
Division's Compliance & Disclosure Interpretations of the rules and
regulations on the use
of non-GAAP financial measures.
Gregory A. Beard
Stronghold Digital Mining, Inc.
August 16, 2021
Page 4
Combined Financial Statements
Note 2. Significant Accounting Policies
Revenue Recognition, page F-28
19. We note your response to prior comment 26. Please fully disclose all
material terms and
conditions of your Energy Management Agreement with Direct Energy
Business
Marketing, LLC. Refer to ASC 606-10-50-12.
Segment Reporting, page F-32
20. We note your revisions and response to prior comment 30. Please reconcile
your segment
measure of profit or loss to consolidated income before income taxes.
Please note that the
reconciliation also applies to the segment measures of profit or loss
that will
be disclosed in Results of Operations on pages 84 and 87, respectively.
Refer to ASC 280-
10- 50-30(b).
Index To Exhibits
Exhibit 23.1 Consent of Urish Popeck & Co., LLC, page II-5
21. Please have your auditor correct the date of their report in the consent.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Joseph Cascarano, Senior Staff Accountant, at (202)
551-3379 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
FirstName LastNameGregory A. Beard
Division of
Corporation Finance
Comapany NameStronghold Digital Mining, Inc.
Office of
Technology
August 16, 2021 Page 4
cc: Shelley Barber
FirstName LastName