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United States securities and exchange commission logo
September 17, 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.
Amendment No. 1 to
Registration Statement on Form S-1
Filed August 31,
2021
File No. 333-258188
Dear Mr. Beard:
We have reviewed your amended 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
August 16, 2021 letter.
Amendment No.1 to Form S-1 filed on August 31, 2021
Unaudited Pro Forma Consolidated Financial Information
Pro Forma Balance Sheet for June 30, 2021, page 76
1. We note your response
to prior comment 3. Please revise to disclose 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.
Gregory A. Beard
FirstName
StrongholdLastNameGregory A. Beard
Digital Mining, Inc.
Comapany 17,
September NameStronghold
2021 Digital Mining, Inc.
September
Page 2 17, 2021 Page 2
FirstName LastName
2. We note your response to prior comment 4. Please revise to clarify the
terms and
conditions of the master equipment financing agreement with Arctos
Credit, LLC. Tell us
what consideration you gave to including amortization expense relating
to debt issuance costs and interest expense in your pro forma
adjustments.
3. We note your response to prior comment 10. Mezzanine equity is not
permanent equity
and it should not be presented in any way that may suggest otherwise.
Remove the line-
items "Total stockholders' deficiency or members' equity - excluding
mezzanine equity"
and "Total stockholders' deficiency or members' equity - including
mezzanine equity"
from the pro forma balance sheet.
4. We note your response to comment 11. We also note that after the
completion of
the offering, you will be considered a controlled company as Q Power
and its affiliates
will collectively hold more than 50% of the voting power for the
election of directors of
the Company. Therefore, under its redemption right and the Stronghold
Inc. Call Right, it
will ultimately be at the discretion of Q Power whether or not
Stronghold Inc. will provide
it with stock or cash. As previously requested, reclassify the
non-controlling interests in
Stronghold LLC outside of permanent equity in the pro forma balance
sheet pursuant to
ASC 480-10-S99-3A and revise the related disclosures throughout your
filing so that the
nature and substance of the redemption feature is wholly transparent.
5. Disclose in footnote (a) the details of your accounting for the
Arctos/NYDIG Financing
Agreement so that it is clear how you calculated the adjustment
amount.
6. With a view towards clarifying footnote disclosure, please explain to
us why cash was not
reduced in the same amount as the equipment deposit in pro forma
adjustment (c).
Disclose and tell us where the offset of this adjustment was recorded
in the pro forma
balance sheet.
7. Disclose the nature of the adjustments to Current portion of long-term
debt and Long-term
debt in a pro forma footnote, including an explanation for how the
amounts were
calculated.
8. Revise the disclosure in footnote (d) so that it supports in
sufficient detail the adjustment
amounts referenced in the pro forma balance sheet.
Comparison of Non-GAAP Financial Measure, page 95
9. We note your response to prior comment 18. Please explain why
excluding gains related
to waste coal credits, renewable energy credits, commission on sale of
ash, and
extinguishment of EIDL advance is appropriate in accordance with
Question 100.03 of the
C&DI.
Gregory A. Beard
FirstName
StrongholdLastNameGregory A. Beard
Digital Mining, Inc.
Comapany 17,
September NameStronghold
2021 Digital Mining, Inc.
September
Page 3 17, 2021 Page 3
FirstName LastName
Note to Audited Combined Financial Statements December 31, 2020 and 2019
Note 2. Significant Accounting Policies
Segment Reporting, page F-51
10. In the Segment Results' tables beginning on page 87 you present more
than one profit
measure for each of your segments: net operating income/(loss) as the
first measure and
net income/(loss) for each segment as the second measure. ASC
280-10-50-22 requires
disclosure of a single measure of segment profit or loss and ASC
280-10-50-28 indicates
that when more than one segment profit measure is utilized the one
with the measurement
principles most consistent with GAAP becomes the segment measure of
profit or loss. As
a result, please address the following:
Tell us which of the two sets of measures is your single measure
of segment profit or
loss and explain why, referencing the authoritative literature
you rely upon to support
your position.
Revise all applicable disclosures to present only that single
measure of segment profit
or loss for each segment and reconcile this measure to your
consolidated income
measure as required by ASC 280-10-50-30b.
Tell us whether you intend to continue to disclose the second
measure in your
Management's Discussion and Analysis and, to the extent you
anticipate doing so,
represent to us that you will identify it as a non-GAAP measure
and provide all the
disclosures required by Item 10(e)(1)(i) of Regulation S-K.
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,
Division of
Corporation Finance
Office of
Technology
cc: Shelley Barber