0001628280-22-029524 | 10-Q | XBRL Viewer | Stronghold Digital Mining INC

PROPERTY, PLANT AND EQUIPMENT (Tables)

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

Property, plant and equipment consist of the following as of September 30, 2022, and December 31, 2021:


	Useful Lives (Years)	September 30, 2022		December 31, 2021
Electric plant	10 - 60	$	66,295,810	$	66,153,985
Power transformers	8 - 30	52,293,758		7,489,472
Machinery and equipment	5 - 20	18,207,669		12,015,811
Rolling stock	5 - 7	261,000		261,000
Cryptocurrency machines and powering supplies	2 - 3	95,197,331		78,505,675
Computer hardware and software	2 - 5	17,196		56,620
Vehicles and trailers	2 - 7	598,569		155,564
Construction in progress	Not Depreciable	12,461,250		36,067,776
Asset retirement obligation	10 - 30	580,452		580,452
		245,913,035		201,286,355
Accumulated depreciation and amortization		(63,043,350)		(34,629,200)
TOTALS		$	182,869,685	$	166,657,155

CONTINGENCIES AND COMMITMENTS (Tables)

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Outstanding Future Commitments

The following table details the total equipment deposits of $24,385,876 as of September 30, 2022:


Vendor	Model	Count	Delivery Timeframe	Total Commitments	Unpaid [A]	Transferred to PP&E [B]	Impairment	Sold	Equipment Deposits
MinerVa [C]	MinerVA	15,000	Oct '21 - TBD	$68,887,550	—	$(26,664,993)	$(12,228,742)	$(8,701,199)	$21,292,616
Cryptech	Bitmain	2,400	Nov '21 - Oct '22	12,656,835	—	(9,563,575)	—	—	3,093,260
Northern Data	MicroBT	9,900	Oct '21 - Jan '22	22,061,852	—	(22,061,852)	—	—	—
Bitmain Technologies Limited	Antminer S19j Pro	10,200	Apr '22 - Dec '22	60,814,500	(4,218,000)	(23,951,500)	—	(32,645,000)	—
Bitmain Technologies Limited [D]	Antminer S19 XP	1,800	Jul '22 - Dec '22	19,530,000	—	—	—	(19,530,000)	—
Northern Data PA, LLC	WhatsMiners	4,280	Jan '22 - June '22	11,340,374	—	(11,340,374)	—	—	—
Totals		43,580		$195,291,111	$(4,218,000)	$(93,582,294)	$(12,228,742)	$(60,876,199)	$24,385,876

[A] Future commitments still owed to each vendor. Refer to Note 8 – Contingencies and Commitments for further details.

[B] Miners that are delivered and physically placed in service are transferred to a fixed asset account at the respective unit price as defined in the agreement.

[C] Refer to Note 8 – Contingencies and Commitments for a $4,499,980 refund that reduced the total commitments to $68,887,550 for this vendor.

[D] The miner purchase contract was sold in May 2022 for $12,568,500 and a loss of $6,930,000 was recorded as a realized loss on sale of miner assets within the condensed consolidated statement of operations in the second quarter of 2022.

As of September 30, 2022, all 17 installments totaling $8,862,000 have been paid under this agreement according to the following payment schedule.


				Remaining
		Purchase Price		$	12,656,835
		April 2021 - 30%		$	(3,798,000)
#	Date	After down payment		$	8,858,835
1	05/01/21	$	(211,000)	$	8,647,835
2	06/01/21	$	(211,000)	$	8,436,835
3	07/01/21	$	(211,000)	$	8,225,835
4	08/01/21	$	(211,000)	$	8,014,835
5	09/01/21	$	(211,000)	$	7,803,835
6	10/01/21	$	(738,500)	$	7,065,335
7	11/01/21	$	(738,500)	$	6,326,835
8	12/01/21	$	(738,500)	$	5,588,335
9	01/01/22	$	(738,500)	$	4,849,835
10	02/01/22	$	(738,500)	$	4,111,335
11	03/01/22	$	(738,500)	$	3,372,835
12	04/01/22	$	(738,500)	$	2,634,335
13	05/01/22	$	(524,335)	$	2,110,000
14	06/01/22	$	(527,500)	$	1,582,500
15	07/01/22	$	(527,500)	$	1,055,000
16	08/01/22	$	(527,500)	$	527,500
17	09/01/22	$	(527,500)	$	—

REDEEMABLE COMMON STOCK (Tables)

9 Months Ended

Sep. 30, 2022

Temporary Equity Disclosure [Abstract]

Schedule of Redeemable Common Stock

The following is a summary of the Series A and Series B valuations:


	Series A		Series B
Proceeds	$	85,000,000	$	20,000,305
Transaction fees:
B. Riley Securities	(5,100,000)		(1,200,000)
Legal and Filing Fees	(1,226,990)		(408,997)
Debt issuance costs pertaining to stock registration warrants - refer to Note 14	(631,897)		(148,575)
Total net mezzanine equity	$	78,041,113	$	18,242,733
Conversion to common Class A shares	$	(78,041,113)	$	(18,242,733)
Remaining in net mezzanine equity	$	—	$	—

The Company recorded redeemable common stock as presented in the table below:


	Non- controlling Interest (1)		Series A			Series B			Common - Class V
			Preferred Shares	Amount		Preferred Shares	Amount		Shares	Amount		Total
Balance - December 31, 2021	$	—				—	$	—	27,057,600	$	301,052,617	$	301,052,617
Net loss - January 1 to September 30, 2022										(82,905,233)		(82,905,233)
Maximum redemption right valuation										(188,713,856)		(188,713,856)
Balance - September 30, 2022	$	—	—	$	—	—	$	—	27,057,600	$	29,433,528	$	29,433,528

_______________

1Refer to Note 16 – Noncontrolling Interest for further discussion

RELATED-PARTY TRANSACTIONS - Related Party Purchases (Details) - Affiliated Entity - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Related Party Transaction [Line Items]
Coal purchases from related party		$ 2,807,572	$ 804,632
Fuel Service and Beneficial Use Agreement ("FBUA") \| Northampton Fuel Supply Company, Inc.
Related Party Transaction [Line Items]
Coal purchases from related party		2,225,864	173,216
Waste Coal Agreement (the “WCA”) \| Coal Valley Sales, LLC
Related Party Transaction [Line Items]
Coal purchases from related party	$ 278,208	$ 581,708	$ 631,416

EQUIPMENT DEPOSITS (Tables)

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Equipment Deposits

The following table details the total equipment deposits of $24,385,876 as of September 30, 2022:


Vendor	Model	Count	Delivery Timeframe	Total Commitments	Unpaid [A]	Transferred to PP&E [B]	Impairment	Sold	Equipment Deposits
MinerVa [C]	MinerVA	15,000	Oct '21 - TBD	$68,887,550	—	$(26,664,993)	$(12,228,742)	$(8,701,199)	$21,292,616
Cryptech	Bitmain	2,400	Nov '21 - Oct '22	12,656,835	—	(9,563,575)	—	—	3,093,260
Northern Data	MicroBT	9,900	Oct '21 - Jan '22	22,061,852	—	(22,061,852)	—	—	—
Bitmain Technologies Limited	Antminer S19j Pro	10,200	Apr '22 - Dec '22	60,814,500	(4,218,000)	(23,951,500)	—	(32,645,000)	—
Bitmain Technologies Limited [D]	Antminer S19 XP	1,800	Jul '22 - Dec '22	19,530,000	—	—	—	(19,530,000)	—
Northern Data PA, LLC	WhatsMiners	4,280	Jan '22 - June '22	11,340,374	—	(11,340,374)	—	—	—
Totals		43,580		$195,291,111	$(4,218,000)	$(93,582,294)	$(12,228,742)	$(60,876,199)	$24,385,876

[A] Future commitments still owed to each vendor. Refer to Note 8 – Contingencies and Commitments for further details.

[B] Miners that are delivered and physically placed in service are transferred to a fixed asset account at the respective unit price as defined in the agreement.

[C] Refer to Note 8 – Contingencies and Commitments for a $4,499,980 refund that reduced the total commitments to $68,887,550 for this vendor.

As of September 30, 2022, all 17 installments totaling $8,862,000 have been paid under this agreement according to the following payment schedule.


				Remaining
		Purchase Price		$	12,656,835
		April 2021 - 30%		$	(3,798,000)
#	Date	After down payment		$	8,858,835
1	05/01/21	$	(211,000)	$	8,647,835
2	06/01/21	$	(211,000)	$	8,436,835
3	07/01/21	$	(211,000)	$	8,225,835
4	08/01/21	$	(211,000)	$	8,014,835
5	09/01/21	$	(211,000)	$	7,803,835
6	10/01/21	$	(738,500)	$	7,065,335
7	11/01/21	$	(738,500)	$	6,326,835
8	12/01/21	$	(738,500)	$	5,588,335
9	01/01/22	$	(738,500)	$	4,849,835
10	02/01/22	$	(738,500)	$	4,111,335
11	03/01/22	$	(738,500)	$	3,372,835
12	04/01/22	$	(738,500)	$	2,634,335
13	05/01/22	$	(524,335)	$	2,110,000
14	06/01/22	$	(527,500)	$	1,582,500
15	07/01/22	$	(527,500)	$	1,055,000
16	08/01/22	$	(527,500)	$	527,500
17	09/01/22	$	(527,500)	$	—

LONG-TERM DEBT - Narrative (Details)		3 Months Ended		9 Months Ended
LONG-TERM DEBT - Narrative (Details)	Aug. 16, 2022	Sep. 30, 2022 USD ($) tranche	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) tranche	Sep. 30, 2021 USD ($)	Oct. 13, 2022 tranche
Extinguishment of Debt [Line Items]
Incurred loss		$ 19,475,514
Loss on debt extinguishment		28,697,021	$ 0	$ 28,697,021	$ 0
Impairment on assets held for sale		4,159,004	$ 0	$ 4,159,004	$ 0
NYDIG Agreements \| Loans payable
Extinguishment of Debt [Line Items]
Loss on debt extinguishment		$ 15,316,510
Number of tranches extinguished \| tranche		3		3
Number of tranches \| tranche		7		7
Number of tranches remaining \| tranche		4		4
Debt outstanding		$ 39,998,415		$ 39,998,415
NYDIG Agreements \| Loans payable \| Subsequent Event
Extinguishment of Debt [Line Items]
Number of tranches extinguished \| tranche						3
Cryptocurrency machines
Extinguishment of Debt [Line Items]
Inspection period of assets once delivered	14 days
Option to extend inspection period of assets once delivered (up to)	7 days
Impairment on assets held for sale		$ 4,159,004

REDEEMABLE COMMON STOCK - Schedule of Series A and B Valuations (Details) - USD ($)	Oct. 19, 2021	May 14, 2021	Apr. 01, 2021	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Temporary Equity [Line Items]
Proceeds	$ 131,500,000
Remaining in net mezzanine equity				$ 29,433,528	$ 47,239,903	$ 172,704,220	$ 301,052,617	$ 243,002,389	$ 167,661,249	$ (2,877,584)
Redeemable Convertible Preferred Stock, Series A
Temporary Equity [Line Items]
Conversion to common Class A shares			$ (78,041,113)
Remaining in net mezzanine equity			0
Redeemable Convertible Preferred Stock, Series A \| Private Placement
Temporary Equity [Line Items]
Proceeds			85,000,000
Transaction Fees			(6,300,000)
Debt issuance costs pertaining to stock registration warrants - refer to Note 14			(631,897)
Total net mezzanine equity			78,041,113
Redeemable Convertible Preferred Stock, Series A \| Private Placement \| B. Riley Securities
Temporary Equity [Line Items]
Transaction Fees			(5,100,000)
Redeemable Convertible Preferred Stock, Series A \| Private Placement \| Legal and Filing Fees
Temporary Equity [Line Items]
Transaction Fees			$ (1,226,990)
Redeemable Convertible Preferred Stock, Series B
Temporary Equity [Line Items]
Conversion to common Class A shares		$ (18,242,733)
Remaining in net mezzanine equity		0
Redeemable Convertible Preferred Stock, Series B \| Private Placement
Temporary Equity [Line Items]
Proceeds		20,000,305
Transaction Fees		(1,600,000)
Debt issuance costs pertaining to stock registration warrants - refer to Note 14		(148,575)
Total net mezzanine equity		18,242,733
Redeemable Convertible Preferred Stock, Series B \| Private Placement \| B. Riley Securities
Temporary Equity [Line Items]
Transaction Fees		(1,200,000)
Redeemable Convertible Preferred Stock, Series B \| Private Placement \| Legal and Filing Fees
Temporary Equity [Line Items]
Transaction Fees		$ (408,997)

REDEEMABLE COMMON STOCK - Narrative (Details)							9 Months Ended
REDEEMABLE COMMON STOCK - Narrative (Details)	Aug. 16, 2022 USD ($) shares	May 15, 2022 USD ($) $ / shares shares	Oct. 22, 2021 $ / shares shares	Oct. 19, 2021 USD ($) $ / shares	May 14, 2021 USD ($) shares	Apr. 01, 2021 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) vote $ / shares	Sep. 30, 2021 USD ($)	Sep. 19, 2022 $ / shares	Dec. 31, 2021 $ / shares
Temporary Equity [Line Items]
Sale of stock (in USD per share) \| $ / shares				$ 19.00
Sale of stock, consideration received \| $				$ 131,500,000
Warrants issued during period (in shares)		6,318,000
Warrant exercise price of warrants (in USD per share) \| $ / shares		$ 2.50
Proceeds from private placements, net of issuance costs paid in cash \| $		$ 27,000,000					$ 8,599,440	$ 97,064,318
Common stock, par value (in USD per share) \| $ / shares			$ 0.0001	$ 0.0001			$ 0.0001		$ 0.0001	$ 0.0001
Shares exchanged (in shares)						14,400
Unsecured Convertible Promissory Notes \| Unsecured Debt
Temporary Equity [Line Items]
Debt face amount \| $	$ 11,250,000	$ 33,750,000
Interest rate		10.00%
Stronghold LLC
Temporary Equity [Line Items]
Number of votes \| vote							1
Q Power LLC \| Stronghold LLC
Temporary Equity [Line Items]
Ownership interest						69.00%	56.10%
Q Power LLC
Temporary Equity [Line Items]
Shares exchanged (in shares)						14,400
Stronghold LLC
Temporary Equity [Line Items]
Shares exchanged in business reorganization (in shares)						14,400
Note Warrant
Temporary Equity [Line Items]
Stock issued and sold during period (in shares)	6,318,000	6,318,000
Redeemable Convertible Preferred Stock, Series A
Temporary Equity [Line Items]
Number of shares converted			9,792,000
Redeemable Convertible Preferred Stock, Series A \| Private Placement
Temporary Equity [Line Items]
Stock issued and sold during period (in shares)						9,792,000
Sale of stock (in USD per share) \| $ / shares						$ 8.68
Sale of stock, consideration received \| $						$ 85,000,000
Payments of fees \| $						6,300,000
Payments of debt issuance costs \| $						$ 631,897
Redeemable Convertible Preferred Stock, Series B
Temporary Equity [Line Items]
Number of shares converted			1,816,994
Redeemable Convertible Preferred Stock, Series B \| Private Placement
Temporary Equity [Line Items]
Stock issued and sold during period (in shares)					1,817,035
Sale of stock, consideration received \| $					$ 20,000,305
Payments of fees \| $					1,600,000
Payments of debt issuance costs \| $					$ 148,575
Common Stock - Class V \| Q Power LLC \| Stronghold LLC
Temporary Equity [Line Items]
Shares distributed in business reorganization (in shares)						27,072,000
Common Class A
Temporary Equity [Line Items]
Conversion ratio			1			1
Redemption ratio						100.00%

SEGMENT REPORTING (Tables)

9 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

Reportable segment results for the three and nine months ended September 30, 2022, and 2021, are as follows:


	Three Months Ended,				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Operating Revenues:
Energy Operations	$	12,371,797	$	3,459,466	$	31,629,528	$	8,262,647
Cryptocurrency Operations	12,376,974		2,560,247		50,997,751		5,643,668
Total Operating Revenues	$	24,748,771	$	6,019,713	$	82,627,279	$	13,906,315
Net Operating Income/(Loss):
Energy Operations	$	(16,086,915)	$	(2,121,260)	$	(39,915,660)	$	(5,907,066)
Cryptocurrency Operations	(23,092,642)		(1,824,772)		(67,786,643)		(1,896,152)
Net Operating Income/(Loss)	$	(39,179,557)	$	(3,946,032)	$	(107,702,303)	$	(7,803,218)
Other Income, net (a)	$	(36,040,813)	$	(2,333,997)	$	(40,063,057)	$	(1,958,776)
Net Income/(Loss)	$	(75,220,370)	$	(6,280,029)	$	(147,765,360)	$	(9,761,994)
Depreciation and Amortization:
Energy Operations	$	(1,292,241)	$	(149,426)	$	(3,874,894)	$	(430,965)
Cryptocurrency Operations	(10,955,004)		(1,008,948)		(33,359,232)		(2,032,584)
Total Depreciation and Amortization	$	(12,247,245)	$	(1,158,374)	$	(37,234,126)	$	(2,463,549)
Interest Expense:
Energy Operations	$	(15,864)	$	(22,264)	$	(71,933)	$	(90,570)
Cryptocurrency Operations	(3,377,203)		(2,438,404)		(10,741,369)		(2,504,181)
Total Interest Expense	$	(3,393,067)	$	(2,460,668)	$	(10,813,302)	$	(2,594,751)

(a)The Company does not allocate other income, net for segment reporting purposes. Amount is shown as a reconciling item between net operating income/(losses) and consolidated income before taxes. Refer to the condensed consolidated statements of operations for the three and nine months ended September 30, 2022, and 2021, for further details.


	September 30, 2022						September 30, 2021
	Energy Operations		Cryptocurrency Operations		Total		Energy Operations		Cryptocurrency Operations		Total
	(unaudited)		(unaudited)				(unaudited)		(unaudited)

Cash and cash equivalents	$	1,866,394	$	14,857,117	$	16,723,511	$	583,039	$	40,851,371	$	41,434,410
Digital currencies	—		2,186,704		2,186,704		—		3,228,698		3,228,698
Digital currencies, restricted	—		—		—		—		—		—
Accounts receivable	438,167		336,871		775,038		256,104		52,283		308,387
Due from related parties	58,735		—		58,735		—		—		—
Prepaid insurance	490,090		490,090		980,180		139,269		139,269		278,538
Inventory	3,316,716		—		3,316,716		367,601		—		367,601
Assets held for sale	—		39,008,651		39,008,651		—		—		—
Other current assets	1,411,026		116,912		1,527,938		1,889,831		1,889,832		3,779,663
Security deposits	227,369		121,519		348,888		—		—		—
Equipment deposits	—		24,385,876		24,385,876		—		85,624,852		85,624,852
Property, plant and equipment, net	46,046,621		136,823,064		182,869,685		5,404,263		34,710,524		40,114,787
Land	1,748,439		—		1,748,439		29,919		—		29,919
Road bond	211,958		—		211,958		185,245		—		185,245
	$	55,815,516	$	218,326,804	$	274,142,319	$	8,855,271	$	166,496,829	$	175,352,100

PREPAID INSURANCE	9 Months Ended
PREPAID INSURANCE	Sep. 30, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
PREPAID INSURANCE	NOTE 23 – PREPAID INSURANCE As of September 30, 2022, and December 31, 2021, the Company had an unamortized prepaid insurance balance of $980,180 and $6,301,701, respectively. The September 30, 2022, unamortized balance consists of $944,984 to cover directors and officers, including corporate reimbursement (the "D&O Policy"), and various commercial property and risk coverages totaling $35,196. The D&O Policy was a financed premium (refer to Note 29 – Premium Financing Agreement) in the amount of $6,890,509 less a $1,378,102 down payment. The term of the policy was 12 months and expired on October 19, 2022. The monthly amortization to insurance expense was $574,209 per month. Effective October 20, 2022, the D&O Policy was renewed for an additional 12 months. Refer to Note 29 – Premium Financing Agreement for disclosure of the annual premiums and financing details. The commercial property and risk coverages vary in policy term expirations and are renewable on an annual basis.

NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Activities of Digital Currencies

The following table presents the activities of the digital currencies for the nine months ended September 30, 2022, and the year ended December 31, 2021:


	September 30, 2022		December 31, 2021
	(unaudited)
Digital currencies at beginning of period	$	10,417,865	$	228,087
Additions of digital currencies	50,715,424		12,494,581
Realized gain (loss) on sale of digital currencies	936,506		149,858
Impairments	(8,176,868)		(1,870,274)
Proceeds from sale of digital currencies	(47,146,328)		(584,387)
Collateral sold to close derivative	(4,559,895)		—
Digital currencies at end of period	$	2,186,704	$	10,417,865

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value (in USD per share)	$ 0.0001	$ 0.0001
Preferred stock, aggregate liquidation value	$ 5,000,000	$ 5,000,000
Preferred stock, issued (in shares)	1,152,000	1,152,000
Preferred stock, outstanding (in shares)	1,152,000	1,152,000
Common stock, par value (in USD per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	685,440,000	685,440,000
Common stock, issued (in shares)	23,063,813	20,016,067
Common stock, outstanding (in shares)	23,063,813	20,016,067
Common Stock - Class V
Common stock - Class V, par value (in USD per share)	$ 0.0001	$ 0.0001
Common stock - Class V, authorized (in shares)	34,560,000	34,560,000
Common stock - Class V, issued (in shares)	27,057,600	27,057,600
Common stock - Class V, outstanding (in shares)	27,057,600	27,057,600

REDEEMABLE COMMON STOCK

9 Months Ended

Sep. 30, 2022

Temporary Equity Disclosure [Abstract]

REDEEMABLE COMMON STOCK

NOTE 15 – REDEEMABLE COMMON STOCK

Private Placements - Mezzanine Equity Series A & B

On April 1, 2021, the Company entered into a Series A Preferred Stock Purchase Agreement pursuant to which the Company issued and sold 9,792,000 shares of Series A Preferred Stock in the Series A Private Placement at a price of $8.68 per share to various accredited individuals for aggregate consideration of approximately $85.0 million. In connection with the Series A Private Placement, the Company incurred approximately $6.3 million in fees and $631,897 as debt issuance costs for warrants issued as part of the Series A Private Placement.

Further, pursuant to the Series A Private Placement, Stronghold Inc., the investors in the Series A Private Placement and key holders entered into a Right of First Refusal Agreement ("ROFR Agreement"). Under the ROFR Agreement, the key holders agreed to grant a right of first refusal to Stronghold Inc. to purchase all or any portion of capital stock of Stronghold Inc., held by a key holder or issued to a key holder after the date of the ROFR Agreement, not including any shares of Series A Preferred Stock or common stock issued or issuable upon conversion of the Series A Preferred Stock. The key holders also granted a right of first refusal to the investors in the Series A Private Placement to purchase all or any eligible capital stock not purchased by Stronghold Inc. pursuant to its right of first refusal.

The ROFR Agreement also provided certain co-sale rights to investors in the Series A Private Placement to participate in any sale or similar transfer of any shares of common stock owned by a key holder or issued to a key holder after the Series A Private Placement, on the terms and conditions specified in a written notice from a key holder. The investors, however, are not obligated to participate in such sales or similar transfers. The co-sale and rights of first refusal under the ROFR Agreement terminated when the Preferred Stock converted into shares of Class A common stock.

On May 14, 2021, the Company completed the Series B Private Placement. The terms of the Series B Preferred Stock were substantially similar to the Series A Preferred Stock, except for differences in the stated value of such shares in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or certain deemed liquidation events. In connection with the Series B Private Placement, the Company sold 1,817,035 shares of its Series B Preferred Stock for an aggregate purchase price of $20.0 million. In connection with the Series B Private Placement, the Company incurred approximately $1.6 million in fees and $148,575 as debt issuance costs for warrants issued as part of the Series B Private Placement.

The Company entered into registration rights agreements with the investors in the Private Placements concurrently with the closing of each Private Placement, with certain filing deadlines as defined in the agreements.

On October 22, 2021 (the closing date of the IPO), the net proceeds from the 9,792,000 shares of the Series A Preferred Stock and the 1,816,994 shares of the Series B Preferred Stock were converted to shares of Class A common stock on a one-for-one share basis at a par value of $0.0001 per share. As of December 31, 2021, these shares were no longer reported as redeemable common stock.

The following is a summary of the Series A and Series B valuations:


	Series A		Series B
Proceeds	$	85,000,000	$	20,000,305
Transaction fees:
B. Riley Securities	(5,100,000)		(1,200,000)
Legal and Filing Fees	(1,226,990)		(408,997)
Debt issuance costs pertaining to stock registration warrants - refer to Note 14	(631,897)		(148,575)
Total net mezzanine equity	$	78,041,113	$	18,242,733
Conversion to common Class A shares	$	(78,041,113)	$	(18,242,733)
Remaining in net mezzanine equity	$	—	$	—

Class V Common Stock

In connection with the Reorganization on April 1, 2021, Stronghold LLC immediately thereafter distributed the 27,072,000 shares of Class V common stock to Q Power. In addition, effective as of April 1, 2021, Stronghold Inc. acquired 14,400 Stronghold LLC Units held by Q Power (along with an equal number of shares of Class V common stock) in exchange for 14,400 newly issued shares of Class A common stock.

Class V common stock represents 56.1% ownership of Stronghold LLC. where the original owners of Q Power have economic rights and, as a holder, one vote on all matters to be voted on by our stockholders generally, and a redemption right into Class A shares.

The Company classifies shares of Class V common stock held by Q Power as redeemable common stock based on its assessment of (i) the right (the “Redemption Right”) to cause Stronghold LLC to acquire all or a portion of its Stronghold LLC Units for, at Stronghold LLC’s election, (x) shares of Stronghold Inc.’s Class A common stock at a redemption ratio of one share of Class A common stock for each Stronghold LLC Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions or (y) an approximately equivalent amount of cash as determined pursuant to the Stronghold LLC Agreement of Q Power, and (ii) the right (the “Call Right”), for administrative convenience, to acquire each tendered Stronghold LLC Unit directly from the redeeming Stronghold Unit Holder for, at its election, (x) one share of Class A common stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an approximately equivalent amount of cash as determined pursuant to the terms of the Stronghold LLC Agreement of the Company pursuant to ASC 480-10-S99-3A. For each share of Class V common stock outstanding, there is a corresponding outstanding Class A common unit of Stronghold LLC. The redemption of any share of Class V common stock would be accompanied by a concurrent redemption of the corresponding Class A common unit of Stronghold LLC, such that both the share of Class V common stock and the corresponding Class A common unit of Stronghold LLC are redeemed as a combined unit in exchange for either a single share of Class A common stock or cash of equivalent value based on the fair market value of the Class A common stock at the time of the redemption. For accounting purposes, the value of the Class A common units of Stronghold LLC is attributed to the corresponding shares of Class V common stock on the condensed consolidated balance sheet.

Class V common stock is classified as redeemable common stock in the condensed consolidated balance sheet as, pursuant to the Stronghold LLC Agreement, the Redemption Rights of each unit held by Q Power for either shares of Class A common stock or an equivalent amount of cash is not solely within the Company’s control. This is due to the holders of the Class V common stock collectively owning a majority of the voting stock of the Company, which allows the holders of Class V common stock to elect the members of the Board, including those directors that determine whether to make a cash payment upon a Stronghold Unit Holder’s exercise of its Redemption Right. Redeemable common stock is recorded at the greater of the book value or redemption amount from the date of the issuance, April 1, 2021, and the reporting date as of September 30, 2022.

The Company recorded redeemable common stock as presented in the table below:


	Non- controlling Interest (1)		Series A			Series B			Common - Class V
			Preferred Shares	Amount		Preferred Shares	Amount		Shares	Amount		Total
Balance - December 31, 2021	$	—				—	$	—	27,057,600	$	301,052,617	$	301,052,617
Net loss - January 1 to September 30, 2022										(82,905,233)		(82,905,233)
Maximum redemption right valuation										(188,713,856)		(188,713,856)
Balance - September 30, 2022	$	—	—	$	—	—	$	—	27,057,600	$	29,433,528	$	29,433,528

_______________

1Refer to Note 16 – Noncontrolling Interest for further discussion

NOTE 32 – PRIVATE PLACEMENTS

May 2022 Private Placement

On May 15, 2022, the Company entered into a note and warrant purchase agreement (the “Purchase Agreement”), by and among the Company and the purchasers thereto (collectively, the “Purchasers”), whereby the Company agreed to issue and sell to Purchasers, and Purchasers agreed to purchase from the Company, (i) $33,750,000 aggregate principal amount of 10.00% unsecured convertible promissory notes (the “May 2022 Notes”) and (ii) warrants (the “May 2022 Warrants”) representing the right to purchase up to 6,318,000 shares of Class A common stock, of the Company with an exercise price per share equal to $2.50, on the terms and subject to the conditions set forth in the Purchase Agreement collectively, the “2022 Private Placement”). The Purchase Agreement contained representations and warranties by the Company and the Purchasers that are customary for transactions of this type. The May 2022 Notes and the May 2022 Warrants were sold for aggregate consideration of $27.0 million.

In connection with the 2022 Private Placement, the Company undertook to negotiate with the Purchasers, and to file a certificate of designation (“Series C Preferred Certificate of Designation”) with the State of Delaware, following the closing of the 2022 Private Placement, the terms of a new series of preferred stock (the “Series C Preferred Stock”).

In connection with the 2022 Private Placement, the May 2022 Warrants were issued pursuant to the Warrant Agreement. The May 2022 Warrants are subject to mandatory cashless exercise provisions and have certain anti-dilution provisions. The May 2022 Warrants will be exercisable for a five-year period from the closing.

On August 16, 2022, the Company entered into the Purchase Agreement Amendment, by and among the Company and the Purchasers, whereby the Company agreed to amend the Purchase Agreement such that $11.25 million of the outstanding principal has been exchanged for the Purchaser's execution of an amended and restated warrant agreement pursuant to which the strike price of the 6,318,000 May 2022 Warrants was reduced from $2.50 to $0.01. After giving effect to the principal reduction and amended and restated warrants, the Company will continue to make subsequent monthly, payments to the Purchasers on the fifteenth (15th) day of each of November 2022, December 2022, January 2023, and February 2023. The Company may elect to pay each such payment (A) in cash or (B) in shares of Common Stock, in each case, at a twenty percent (20%) discount to the average of the daily VWAPs for each of the twenty (20) consecutive trading days preceding the payment date.

The issuance of the Convertible Note is within the scope of ASC 480-10, and therefore, has been measured at fair value as described in ASC 480-10-30-7 and will be remeasured each reporting period as described in paragraph 480-10-25-8. Additionally, under the guidance provided by ASC 815-40-15-7, it has been determined that the warrants are indexed to the Company's stock. The warrants will initially be recorded at their fair value and recorded in equity. The Convertible Note was valued using the gross yield method under the income approach. As of the issuance date of May 15, 2022, a calibration analysis was performed by back solving the implied yield associated with the Convertible Notes, such that the total value of the Convertible Notes and the May 2022 Warrants is equal to the purchase amount. The calibrated yield was then rolled forward for changes to the risk-free rate and option-adjusted spreads to the August 16, 2022, valuation date to value the Convertible Notes.

September 2022 PIPE

On September 13, 2022, the Company entered into Securities Purchase Agreements (the "Purchase Agreements") with Armistice Capital Master Fund Ltd. (“Armistice”) and Greg Beard, the Company's co-chairman and chief executive officer (together with Armistice, the “September PIPE Purchasers”), for the purchase and sale of 2,274,350 and 602,409 shares, respectively, of Class A common stock, par value $0.0001 per share at a purchase price of $1.60 and $1.66, respectively, and warrants to purchase an aggregate of 5,602,409 shares of Class A common stock, at an initial exercise price of $1.75 per share (subject to certain adjustments). Subject to certain ownership limitations, such warrants are exercisable upon issuance and will be exercisable for five and a half years commencing upon the date of issuance. Armistice also purchased the pre-funded warrants to purchase 2,725,650 shares of Class A common stock (the "Pre-Funded Warrants") at a purchase price of $1.60 per Pre-Funded Warrant. The Pre-Funded Warrants have an exercise price of $0.0001 per warrant share. The transaction closed on September 19, 2022. The gross proceeds, before deducting offering expenses, from the sale of such

securities was approximately $9.0 million. The Company intends to use the proceeds from this offering for general corporate purposes, which may include acquisition of Bitcoin miners.

The warrant liability is subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of the change in warrant liabilities in the condensed consolidated statements of operations. The fair value of the warrant liability was estimated using a Black-Scholes model with significant inputs as follows:


	September 30, 2022
Expected volatility	134.7	%
Expected life (in years)	4.75
Risk-free interest rate	2.95	%
Expected dividend yield	0.00	%
Fair value	$20,110,511

Pursuant to the Armistice Securities Purchase Agreement, the Company entered into a registration rights agreement with Armistice (the “Armistice Registration Rights Agreement”), and agreed to prepare and file a registration statement covering the resale of all Registrable Securities (as defined in the Armistice Registration Rights Agreement), and to use its commercially reasonable efforts to cause the registration statement to become effective within the timeframes specified in the Armistice Registration Rights Agreement; failure to do so will result in certain liquidated damages as set forth in the Armistice Registration Rights Agreement.

Subject to certain exceptions, until 30 days after the effective date of the registration statement (the “Effective Date”), the Company will be prohibited from issuing, entering into any agreement to issue or announcing the issuance or proposed issuance of any shares of Class A common stock or securities convertible or exercisable into Class A common stock, or filing, amending or supplementing certain other registration statements. Until six months after the Effective Date, the Company will also be prohibited from effecting or entering into an agreement to effect any issuance involving a variable rate transaction.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section S99
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-Subparagraph (SX 210.3-04)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

NONCONTROLLING INTEREST - Redeemable Common Stock Adjustments (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Apr. 01, 2021
Increase (Decrease) in Partners' Capital [Roll Forward]
Redeemable common stock, beginning balance	$ 47,239,903	$ 172,704,220	$ 301,052,617	$ 243,002,389	$ 167,661,249	$ (2,877,584)	$ 301,052,617
Net loss attributable to noncontrolling interest	(44,000,155)				(4,328,460)		(86,435,347)	$ (6,730,940)
Maximum redemption right valuation and adjustments	24,396,766	(102,888,062)	(110,222,560)	66,644,424	79,669,600	172,774,052	(188,713,856)
Redeemable common stock, ending balance	29,433,528	47,239,903	172,704,220	301,052,617	243,002,389	167,661,249	29,433,528	$ 243,002,389
Accumulated Deficit
Increase (Decrease) in Partners' Capital [Roll Forward]
Net loss attributable to noncontrolling interest	(42,203,141)	$ (22,576,255)	(18,125,837)	(8,594,196)	$ (4,328,460)	$ (2,235,219)	(82,905,233)
Common Stock - Class V
Increase (Decrease) in Partners' Capital [Roll Forward]
Redeemable common stock, beginning balance			$ 301,052,617				301,052,617
Maximum redemption right valuation and adjustments							(188,713,856)
Redeemable common stock, ending balance	$ 29,433,528			$ 301,052,617			$ 29,433,528
Common stock - Class V, outstanding (in shares)	27,057,600	27,057,600	27,057,600	27,057,600	27,057,600		27,057,600	27,057,600	27,057,600
Mezzanine equity, fair value per share (in USD per share)	$ 1.09	$ 1.75	$ 7.72	$ 11.99	$ 9.33		$ 1.09	$ 9.33	$ 6.39
Common Stock - Class V \| Accumulated Deficit
Increase (Decrease) in Partners' Capital [Roll Forward]
Net loss attributable to noncontrolling interest							$ (82,905,233)

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 33 – SUBSEQUENT EVENTS Management has evaluated events and transactions subsequent to the balance sheet date through the date of this report (the date the financial statements were available to be issued) for potential recognition or disclosure in the financial statements. Except as disclosed in the following sections, management has not identified any items requiring recognition or disclosure. WhiteHawk Credit Agreement On October 27, 2022, the Company entered into a Credit Agreement with WhiteHawk to refinance the WhiteHawk Financing Agreement, effectively terminating the WhiteHawk Financing Agreement. The Credit Agreement consists of $35.1 million in term loans and a $23.0 million Delayed Draw Facility. Such loans under the Delayed Draw Facility were drawn on the closing date of the Credit Agreement. The WhiteHawk Refinancing Agreement was entered into by Stronghold LLC as Borrower and is secured by substantially all of the assets of the Company and its subsidiaries and is guaranteed by the Company and each of its material subsidiaries. The WhiteHawk Refinancing Agreement requires equal monthly amortization payments resulting in full amortization at maturity. The WhiteHawk Refinancing Agreement has customary representations, warranties and covenants including restrictions on indebtedness, liens, restricted payments and dividends, investments, asset sales and similar covenants and contains customary events of default. The WhiteHawk Refinancing Agreement contains a covenant requiring the Borrower and its subsidiaries to maintain a minimum (x) of $7.5 million of liquidity at all times, (y) a minimum liquidity of $10 million of average daily liquidity for each calendar month (rising to $20 million beginning July 1, 2023) and (z) a maximum total leverage ratio covenant of (i) 7.5:1.0 for the quarter ending December 31, 2022, (ii) 5.0:1.0 for the quarter ending March 31, 2023, (iii) 4.0:1.0 for the quarter ending June 30, 2023, and (iv) 4.0:1.0 for each quarter ending thereafter. The borrowings under the WhiteHawk Refinancing Agreement mature on October 26, 2025, and bear interest at a rate of either (i) the SOFR plus 10% or (ii) a reference rate equal to the greater of (x) 3%, (y) the federal funds rate plus 0.50% and (y) the Term SOFR rate plus 1%, plus 9%. The loan under the Delayed Draw Facility was issued with 3% closing fee on the drawn amount, paid when such amount was drawn. Amounts drawn on the WhiteHawk Refinancing Agreement are subject to a prepayment premium such that the lenders thereunder achieve a 20% return on invested capital. The Company also issued a stock purchase warrant to WhiteHawk in conjunction with the closing of the WhiteHawk Refinancing Agreement, which provides for the purchase of an additional 4,000,000 shares of Class A common stock at an exercise price of $0.01 per share. Borrowings under the WhiteHawk Refinancing Agreement may also be accelerated in certain circumstances. Extinguishment of Final Tranche of NYDIG Debt On August 16, 2022, the APA Seller Parties entered into the Asset Purchase Agreement with the Purchasers. Pursuant to the NYDIG Agreements, certain miners were pledged as collateral under such agreements. Under the Asset Purchase Agreement, the APA Seller Parties agreed to sell, and the Purchasers (or their respective designee) agreed to purchase, the APA Collateral in a private disposition in exchange for the forgiveness, reduction and release of the NYDIG Debt. The APA Sellers agreed to clean, service, package, ship and deliver the APA Collateral, and to bear the costs associated with such activities. Following (i) delivery of the APA Collateral to the Purchasers or their designees pursuant to a master bill of sale and (ii) a subsequent inspection period of up to 14 days upon acceptance of the APA Collateral, the related portion of the NYDIG Debt was assigned to the APA Sellers and cancelled pursuant to the terms of the Asset Purchase Agreement. On September 30, 2022, the APA Seller Parties completed the sale in two separate settlements of six tranches of APA Collateral to BankProv and NYDIG in exchange for the extinguishment of an aggregate of $65.3 million of principal under the NYDIG Debt and related interest. On October 26, 2022, the APA Seller Parties completed the transfer of the seventh and final tranche of the APA Collateral to NYDIG pursuant to the Asset Purchase Agreement in exchange for the extinguishment of $2.1 million of principal under the NYDIG Debt and related interest (the “Final Settlement”). Following the Final Settlement, the aggregate amount of principal under the NYDIG Debt extinguished is $67.4 million, the entire amount of the NYDIG Debt, and it will therefore no longer be reflected on the Company’s balance sheet. Foundry Hosting Agreement On November 7, 2022, Stronghold Digital Mining Hosting, LLC entered into a definitive hosting agreement with Foundry Digital LLC (“Foundry”) (the “Foundry Hosting Agreement”). Pursuant to the Foundry Hosting Agreement, Foundry will deliver over 4,500 Bitcoin miners (the “Foundry Miners”) with associated hash rate capacity of approximately 420 PH/s to the Panther Creek Plant. The Company will provide power and hosting services to the Foundry Miners for a fee of $60 per MWh. Pursuant to the Foundry Hosting Agreement, Stronghold will receive 50% of the Bitcoins mined by the Foundry Miners after deducting the $60 per MWh fee. The Foundry Hosting Agreement does not restrict Stronghold’s ability to curtail mining in order to sell power to the grid. Simultaneous with the execution of the Foundry Hosting Agreement, Stronghold Digital Mining Hosting, LLC and Foundry entered into a non-binding Letter of Intent (the “Foundry LOI”), pursuant to which Stronghold would purchase the 4,500 miners in exchange for cash, equity and a profit share that applies to the Foundry Miners as well as to power that is sold to the grid when the Foundry Miners are curtailed. In the event that definitive documents are entered into pursuant to the Foundry LOI, the terms of the Foundry Hosting Agreement will terminate. To date, the Company has already received approximately 3,000 of the Foundry Miners and expects to install all Foundry Miners by the end of November 2022.

INITIAL PUBLIC OFFERING	9 Months Ended
INITIAL PUBLIC OFFERING	Sep. 30, 2022
Equity [Abstract]
INITIAL PUBLIC OFFERING	NOTE 27 – INITIAL PUBLIC OFFERING On October 19, 2021, by unanimous written consent, the Board and a newly formed Pricing Committee approved the issuance and sale by the Company of its Class A common stock, par value $.0001 per share, in an initial public offering (the "IPO") to be underwritten by a group of underwriters to be named in the underwriting agreement dated October 19, 2021, by and among the Company and B. Riley Securities, Inc. and Cowen and Company, LLC, as representatives of the other underwriters named therein (the "Underwriting Agreement"). The Board unanimously approved the issuance and sale by the Company in the IPO of up to 7,690,400 shares of Class A common stock (which includes 6,687,305 firm shares and up to 1,003,095 shares of Class A common Stock that may be issued and sold to cover over allotments, if any) through the underwriters, for a price to the public per share of $19.00, less underwriting discounts and commissions of $1.33 per share, as more fully set forth in the Underwriting Agreement. Total net proceeds raised, after deducting underwriting discounts and commissions and estimated offering expenses, were $131.5 million.

ASPEN INTEREST (“OLYMPUS”) BUYOUT - Partners' Deficit of Aspen Interest (Details)	3 Months Ended
	Mar. 31, 2021 USD ($)
Increase (Decrease) in Partners' Capital [Roll Forward]
Limited partners, beginning balance	$ (1,336,784)
Net loss - three months ended March 31, 2021	(71,687)
Limited partners, ending balance	$ (1,408,471)

PRIVATE PLACEMENTS (Tables)

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Schedule of Black Scholes Input Assumptions

The following are the Black-Scholes input assumptions for the 97,920 Series A warrants; and the changes in fair values as of April 1, 2021 (date of issuance), and October 19, 2021, respectively:


	As of						Changes in Fair Value Inputs
	April 1, 2021			October 19, 2021
Expected volatility	100.2		%	117.6		%	17.4		%
Expected life (in years)	4.83			4.83			0
Risk-free interest rate	0.9		%	1.2		%	0.3		%
Expected dividend yield	0.00		%	0.00		%	0.0		%
Fair value	$	631,897		$	1,628,311		$	996,414

The following are the Black-Scholes input assumptions for the 18,170 Series B warrants; and the changes in fair values as of May 14, 2021 (date of issuance), and October 19, 2021, respectively:


	As of						Changes in Fair Value Inputs
	May 14, 2021			October 19, 2021

Expected volatility	100.2		%	117.6		%	17.4		%
Expected life (in years)	4.8			4.8			0
Risk-free interest rate	0.9		%	1.2		%	0.3		%
Expected dividend yield	0.00		%	0.00		%	0.0		%
Fair value	$	148,575		$	295,970		$	147,395

The fair value of the warrant liability was estimated using a Black-Scholes model with significant inputs as follows:


	September 30, 2022
Expected volatility	134.7	%
Expected life (in years)	4.75
Risk-free interest rate	2.95	%
Expected dividend yield	0.00	%
Fair value	$20,110,511

PAYCHECK PROTECTION PROGRAM LOAN, ECONOMIC INJURY DISASTER LOAN

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

PAYCHECK PROTECTION PROGRAM LOAN, ECONOMIC INJURY DISASTER LOAN

NOTE 6 – LONG-TERM DEBT

Long-term debt consists of the following as of September 30, 2022, and December 31, 2021:


	September 30, 2022			December 31, 2021
$66,076 loan, with interest at 5.55%, due July 2021.	$	—		$	3,054
$75,000 loan, with interest at 12.67%, due April 2021.	—			7,312


$499,520 loan, with interest at 2.49%, due December 2023.	150,089			232,337
$499,895 loan, with interest at 2.95%, due July 2023.	153,985			246,720
$212,675 loan, with interest at 6.75%, due October 2022.	—			103,857
$517,465 loan, with interest at 4.78%, due October 2024.	381,452			490,600
$431,825 loan, with interest at 7.60%, due April 2024.	142,898			204,833
$565,500 loan, with interest at 4.48%, due January 2027.	495,897			—
$523,076 financing agreement for insurance, with interest at 5.99%, due March 2023.	307,385			—
$6,900,000 financing agreement for insurance, with interest at 3.45%, due July 2022.	—			4,299,721
$40,000,000 loan, with interest at 10.00%, due June 2023.	17,639,433		[A]	30,734,045
$33,750,000 loan, with interest at 10.00%, due May 2024.	20,194,118		[B]	—
$10,641,362 loan, with interest at 10.00%, due June 2023.	—		[C]	8,176,302
$14,077,800 loan, with interest at 10.00%, due June 2023.	—		[D]	10,816,694
$5,808,816 loan, with interest at 10.00%, due April 2023.	3,571,674		[E]	—
$6,814,000 loan, with interest at 10.00%, due October 2023.	4,986,747		[F]	—
$17,984,000 maximum advance loan, with interest at 9.99%, due December 2023. Balance is what has been advanced as of September 30, 2022.	—		[G]	10,790,400
$17,984,000 maximum advance loan, with interest at 9.99%, due December 2023. Balance is what has been advanced as of September 30, 2022.	17,052,794		[H]	7,769,088
$17,984,000 maximum advance loan, with interest at 9.99%, due December 2023. Balance is what has been advanced as of September 30, 2022.	14,387,200		[I]	—
$33,750,000 Convertible Note, with interest at 10.00%, due May 2024.	22,437,500		[J]	—
$92,381 loan, with interest at 1.49%, due April 2026.	84,891			—
$64,136 loan, with interest at 11.85%, due May 2024.	42,986
$196,909 loan, with interest at 6.49%, due May 2024.	196,909			—
	102,225,958			73,874,963
Less current portions, deferred debt issuance costs and discounts:
Outstanding loan	90,605,752			50,099,372
Deferred debt issuance costs	2,269,467			2,854,787
Discounts from issuance of stock	—			1,042,416
Discounts from issuance of warrants	1,743,499			1,499,547
	$	7,607,240		$	18,378,841

[A] The WhiteHawk Promissory Note has a term of 24 months. Refer to Note 14 – Stock Issued Under Master Financing Agreements and Warrants for further discussion. On December 31, 2021, the Company amended the WhiteHawk Financing Agreement (as defined below) (the “WhiteHawk Amendment”) to extend the final MinerVa delivery date from December 31, 2021, to April 30, 2022. Pursuant to the WhiteHawk Amendment, Equipment LLC paid an amendment fee in the amount of $250,000 to WhiteHawk Finance LLC ("WhiteHawk"). These fees are included in deferred debt issuance costs. Refer to Note 33 – Subsequent Events for disclosure of the WhiteHawk Credit Agreement (as defined below) which closed on October 27, 2022, as a result of which the WhiteHawk equipment financing was refinanced.

[B] WhiteHawk Promissory Note agreement with a term of 24 months. Refer to Note 14 – Stock Issued Under Master Financing Agreements and Warrants for further discussion. Pursuant to the Second WhiteHawk Amendment, Equipment LLC paid an amendment fee in the amount of $275,414 and a closing fee of $500,000 to WhiteHawk. These fees are

included in deferred debt issuance costs. Refer to Note 33 – Subsequent Events for disclosure of the WhiteHawk Credit Agreement which closed on October 27, 2022, as a result of which the above WhiteHawk equipment financing was refinanced.

[C] Arctos/NYDIG Financing Agreement (as defined below) [loan #1] with a term of 24 months. This debt tranche was extinguished as of September 30, 2022, as outlined below.

[D] Arctos/NYDIG Financing Agreement [loan #2] with a term of 24 months. This debt tranche was extinguished as of September 30, 2022, as outlined below.

[E] Arctos/NYDIG Financing Agreement [loan #3] with a term of 15 months. Deferred debt issuance costs of $232,353 are amortized over the term of the loan using the straight-line method.

[F] Arctos/NYDIG Financing Agreement [loan #4] with a term of 21 months. Deferred debt issuance costs of $272,560 are amortized over the term of the loan using the straight-line method.

[G] Second NYDIG Financing Agreement (as defined below) with a term of 24 months. This debt tranche was extinguished as of September 30, 2022, as outlined below.

[H] Second NYDIG Financing Agreement with a term of 24 months. Deferred debt issuance costs of $449,600 are amortized over the term of the loan using the straight-line method.

[I] Second NYDIG Financing Agreement with a term of 24 months. Deferred debt issuance costs of $449,600 are amortized over the term of the loan using the straight-line method.

[J] Convertible Note with a term of 24 months. Refer to Note 32 – Private Placements for further discussion.

On August 16, 2022, the Company, Stronghold LLC, SDM and Stronghold Digital Mining BT, LLC, a Delaware limited liability company (“Digital Mining BT" and, together with SDM, the “APA Sellers” and, together with the Company and Stronghold LLC, the “APA Seller Parties”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with NYDIG, formerly known as Arctos Credit, LLC, and The Provident Bank, a Massachusetts savings bank (“BankProv” and, together with NYDIG, “Purchasers” and each, a “Purchaser”).

Pursuant to the master equipment financing agreement entered into between SDM and Arctos Credit, LLC (“Arctos” now known as “NYDIG”) on June 25, 2021 (the “Arctos/NYDIG Financing Agreement”) and the master equipment financing agreement entered into between Digital Mining BT and NYDIG on December 15, 2021 (the “Second NYDIG Financing Agreement” and together with the Arctos/NYDIG Financing Agreement, the “NYDIG Financing Agreements”), certain miners were pledged as collateral under such agreements (and together with certain related agreements to purchase miners, the “APA Collateral”). Under the Asset Purchase Agreement, the APA Seller Parties agreed to sell, and the Purchasers (or their respective designee) agreed to purchase, the APA Collateral in a private disposition in exchange for the forgiveness, reduction and release of all principal, interest and fees owing under each of the NYDIG Agreements (collectively, the “NYDIG Debt”). The Sellers agreed to clean, service, package, ship, and deliver the APA Collateral and to bear the costs associated with such activities. Following (i) delivery of the APA Collateral to the Purchasers or their designees pursuant to a master bill of sale and (ii) a subsequent inspection period of up to 14 days (which may be extended up to seven additional days), upon acceptance of the APA Collateral, the related portion of the NYDIG Debt was to be assigned to the Sellers and cancelled pursuant to the terms of the Asset Purchase Agreement (each, a “Settlement”).

As a result of this transaction, the Company incurred a loss of $19,475,514 in the third quarter of 2022, comprising a loss on debt extinguishment of $15,316,510 and an impairment on assets held for sale of $4,159,004. As of September 30, 2022, three of the seven tranches of the NYDIG Debt were extinguished in conjunction with the sale of the associated miners and was recorded as a loss on debt extinguishment on the condensed consolidated statements of operations. The remaining four tranches of the NYDIG Debt, totaling $39,998,415 (excluding deferred debt issuance costs and discounts), were classified as current debt as of September 30, 2022, and an impairment on assets held for sale was recognized on the condensed consolidated statements of operations. The miners associated with the remaining four tranches of the NYDIG Debt were classified as assets held for sale as of September 30, 2022, on the condensed consolidated balance sheet. Subsequent to quarter end, three more tranches were extinguished on October 13, 2022, and the final tranche was extinguished on October 26, 2022.

Future scheduled maturities on the outstanding borrowings as of September 30, 2022, are as follows:


Years ending December 31:
2022 remaining (1)	$	56,750,896
2023	40,484,040
2024	4,627,755
2025	222,234
2026	130,562
2027	10,471
	$	102,225,958

(1) 2022 includes the remaining four tranches of the NYDIG Debt, totaling $39,998,415, which were extinguished subsequent to quarter end.

NOTE 10 – PAYCHECK PROTECTION PROGRAM AND ECONOMIC INJURY DISASTER LOANS

On March 16, 2021, the Company received a second round Paycheck Protection Program ("PPP") loan in the amount of $841,670 that accrues interest of 1% per year and matures on the fifth anniversary of the date of the note. In January 2021, the Company was granted relief as forgiveness for the first round PPP loan in the amount of $638,800.

On June 8, 2021, the Company repaid the Economic Injury Disaster Loan (“EIDL”) received on March 31, 2020, in the amount of $150,000.

On May 25, 2022, the Company was granted relief as forgiveness for the second round PPP loan in the amount of $841,670.

NOTE 29 – PREMIUM FINANCING AGREEMENT

Effective October 21, 2021, the Company entered into a director and officer insurance policy with annual premiums totaling $6,900,000. The Company executed a Commercial Premium Finance Agreement with AFCO Premium Credit LLC over a term of nine months, with an annual interest rate of 3.454%, that financed the payment of the total premiums owed. The agreement required a $1,400,000 down payment, with the remaining $5,500,000 plus interest to be paid over nine months. Monthly payments of $621,300 started November 21, 2021, and ended July 21, 2022. As of September 30, 2022, the premiums were paid in full. The term of the director and officer insurance policy expired on October 19, 2022.

Effective October 20, 2022, the director and officer insurance policy was renewed for an additional 12 months with annual premiums totaling $5,484,449. On November 8, 2022, the Company executed a Commercial Premium Finance Agreement with AFCO Premium Credit LLC over a term of nine months, with an annual interest rate of 9.460%, that financed the payment of the total premiums owed. The agreement requires a $750,000 down payment, with the remaining $4,734,449 plus interest to be paid over nine months. Monthly payments of $552,849 will begin on January 1, 2023.

Effective April 29, 2022, the Company entered into a commercial property insurance policy with annual premiums totaling $523,076. The Company has executed a Commercial Premium Finance Agreement with AFCO Premium Credit LLC, over a term of eleven months, with an annual interest rate of 5.99%, that finances the payment of the total premiums owed. The agreement required a $44,793 down payment, with the remaining $478,283 plus interest paid over eleven months. Monthly payments of $44,793 started May 29, 2022, and end March 29, 2023. As of September 30, 2022, the unpaid balance is $307,385.

NOTE 30 – COVENANTS

On December 31, 2021, Equipment LLC and WhiteHawk entered into the WhiteHawk Amendment to extend the Final MinerVa Delivery Date (as defined therein) from December 31, 2021, to April 30, 2022. Pursuant to the WhiteHawk Amendment, Equipment LLC paid an amendment fee in the amount of $250,000 to WhiteHawk. Pursuant to the WhiteHawk Amendment's covenants, WhiteHawk can accelerate payment of the loan if the revised final MinerVa delivery date is not achieved.

On March 28, 2022, Equipment LLC and WhiteHawk entered into the Second WhiteHawk Amendment to remove all MinerVa miners from the collateral package in exchange for other miners and to increase the Total Advance by an additional $25 million.

On October 27, 2022, the Company entered into the Credit Agreement with WhiteHawk to refinance the equipment financing agreement, effectively terminating the WhiteHawk Financing Agreement. Refer to Note 8 – Commitments and Contingencies for additional details regarding the WhiteHawk Refinancing Agreement. The WhiteHawk Refinancing Agreement contains a covenant requiring the Borrower and its subsidiaries to maintain a minimum (x) of $7.5 million of liquidity at all times, (y) a minimum liquidity of $10 million of average daily liquidity for each calendar month (rising to $20 million beginning July 1, 2023) and (z) a maximum total leverage ratio covenant of (i) 7.5:1.0 for the quarter ending December 31, 2022, (ii) 5.0:1.0 for the quarter ending March 31, 2023, (iii) 4.0:1.0 for the quarter ending June 30, 2023, and (iv) 4.0:1.0 for each quarter ending thereafter.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Publisher FASB
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1E
-Subparagraph (b)
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
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-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

BUSINESS COMBINATIONS	9 Months Ended
BUSINESS COMBINATIONS	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BUSINESS COMBINATIONS	NOTE 1 – BUSINESS COMBINATIONS Reorganization Stronghold Digital Mining, Inc. (“Stronghold Inc.” or the "Company") was incorporated as a Delaware corporation on March 19, 2021. On April 1, 2021, contemporaneously with the Series A Private Placement (as defined below), Stronghold Inc. underwent a corporate reorganization pursuant to a Master Transaction Agreement, which will be referred to herein as the “Reorganization.” Immediately prior to the Reorganization, Q Power LLC (“Q Power”) directly held all of the equity interests in Stronghold Digital Mining LLC (“SDM”) and indirectly held 70% of the limited partner interests, and all of the general partner interests, in Scrubgrass Reclamation Company, L.P. (f/k/a Scrubgrass Generating Company, L.P.) (“Scrubgrass”) through wholly owned subsidiaries EIF Scrubgrass LLC (“EIF Scrubgrass”), Falcon Power LLC (“Falcon”) and Scrubgrass Power LLC. Aspen Scrubgrass Participant, LLC ("Aspen") held the remaining 30% of the limited partner interests in Scrubgrass (the “Aspen Interest”). Scrubgrass is a Delaware limited partnership originally formed on December 1, 1990, under the name of Scrubgrass Generating Company, L.P. SDM is a Delaware limited liability company originally formed on February 12, 2020, under the name Stronghold Power LLC (“Stronghold Power”). On April 1, 2021, Stronghold Inc. entered into a Series A Preferred Stock Purchase Agreement pursuant to which Stronghold Inc. issued and sold 9,792,000 shares of Series A Convertible Redeemable Preferred Stock (the “Series A Preferred Stock”) in a private offering (the “Series A Private Placement”) at a price of $8.68 per share to various accredited individuals in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D thereunder for aggregate consideration of approximately $85.0 million. In connection with the Series A Private Placement, the Company incurred approximately $6.3 million in fees and expenses and $631,897 in issuance costs for warrants issued as part of the Series A Private Placement. Contemporaneously with the Reorganization, Stronghold Inc. acquired the Aspen Interest using 576,000 shares of newly issued Series A Preferred Stock and $2,000,000 from a portion of the proceeds from the Series A Private Placement. The acquisition of the Aspen Interest was for a total consideration of $7,000,000 that consisted of the $2,000,000 in cash plus a valuation of $5,000,000 for the 576,000 shares of the Series A Preferred Stock at the issuance per share price of $8.68. The acquisition of the Aspen Interest is classified as permanent equity and not subject to mandatory redemptions as outlined in Stronghold Inc.'s certificate of incorporation, as amended (the “Charter”). Pursuant to the Reorganization, Q Power contributed all of its ownership interests in EIF Scrubgrass, Falcon and SDM to Stronghold Digital Mining Holdings LLC (“Stronghold LLC”) in exchange for 27,072,000 Class A common units of Stronghold LLC (“Stronghold LLC Units”), Stronghold Inc. contributed cash (using the remaining proceeds from the Series A Private Placement, net of fees, expenses and amounts paid to Aspen), 27,072,000 shares of Class V common stock of Stronghold Inc., and the Aspen Interest to Stronghold LLC in exchange for 10,368,000 preferred units of Stronghold LLC. Stronghold LLC immediately thereafter distributed the 27,072,000 shares of Class V common stock to Q Power. In addition, effective as of April 1, 2021, Stronghold Inc. acquired 14,400 Stronghold LLC Units held by Q Power (along with an equal number of shares of Class V common stock) in exchange for 14,400 newly issued shares of Class A common stock. As a result of the Reorganization, the acquisition of the Aspen Interest and the acquisition of Stronghold LLC Units by Stronghold Inc. discussed above, (a) Q Power acquired and retained 27,057,600 Stronghold LLC Units, 14,400 shares of Class A common stock of Stronghold Inc. and 27,057,600 shares of Class V common stock of Stronghold Inc., effectively giving Q Power approximately 69% of the voting power of Stronghold Inc. and approximately 69% of the economic interest in Stronghold LLC, (b) Stronghold Inc. acquired 10,368,000 preferred units of Stronghold LLC and 14,400 Stronghold LLC Units, effectively giving Stronghold Inc. approximately 31% of the economic interest in Stronghold LLC, (c) Stronghold Inc. became the sole managing member of Stronghold LLC and is responsible for all operational, management and administrative decisions relating to Stronghold LLC’s business and consolidates financial results of Stronghold LLC and its subsidiaries, (d) Stronghold Inc. became a holding company whose only material asset consists of membership interests in Stronghold LLC, and (e) Stronghold LLC directly or indirectly owns all of the outstanding equity interests in the subsidiaries through which it operates the Company's assets, including Scrubgrass and SDM. On May 14, 2021, the Company completed a private placement of shares of the Company’s Series B Convertible Redeemable Preferred Stock of Stronghold Inc. (the “Series B Preferred Stock” and, together with the Series A Preferred Stock, the “Preferred Stock”) (the “Series B Private Placement” and, together with the Series A Private Placement, the “Private Placements”). The terms of the Series B Preferred Stock are substantially similar to the Series A Preferred Stock, except for differences in the stated value of such shares in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or certain deemed liquidation events. In connection with the Series B Private Placement, the Company sold 1,817,035 shares of its Series B Preferred Stock for an aggregate purchase price of $20.0 million. In connection with the Series B Private Placement, the Company incurred approximately $1.6 million in fees and expenses and $148,575 in issuance costs for warrants issued as part of the Series B Private Placement. Pursuant to the terms of the Preferred Stock, on (i) the date that a registration statement registering the shares of Class A common stock issuable upon the conversion of the Preferred Stock is declared effective by the U.S. Securities and Exchange Commission (the "SEC") or (ii) the date on which a “Significant Transaction Event” occurs, as defined in the Company's amended and restated certificate of incorporation, such shares of Preferred Stock automatically convert into shares of Class A common stock of Stronghold Inc. on a one-to-one basis, subject to certain adjustments as set forth in the Charter. Correspondingly, pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of Stronghold LLC, as amended from time to time (the “Stronghold LLC Agreement”), preferred units in Stronghold LLC automatically convert into Stronghold LLC Units on a one-to-one basis under like circumstances (subject to corresponding adjustments). On October 20, 2021, the registration statement registering the shares of Class A common stock issuable upon conversion of the Preferred Stock was declared effective by the SEC, and all of the outstanding shares of Preferred Stock converted into shares of Class A common stock at that time. Correspondingly, all of the preferred units in Stronghold LLC converted into Stronghold LLC Units. On June 29, 2021, Stronghold LLC formed Stronghold Digital Mining Equipment, LLC (“Equipment LLC”). Prior to the Reorganization Prior to the Reorganization date of April 1, 2021, Scrubgrass existed as a Delaware limited partnership formed on December 1, 1990. Q Power existed as a multi-member limited liability company and indirectly held limited and general partner interests of Scrubgrass. Additionally, Aspen, a wholly owned subsidiary of Olympus Power, LLC (together with its affiliates “Olympus”), was a limited partner of Scrubgrass. Scrubgrass had two subsidiaries: Clearfield Properties, Inc. (“Clearfield”), which was formed for the purpose of purchasing a 175-acre site in Clearfield County, Pennsylvania, and acquiring access to certain waste coal material; and Leesburg Properties, Inc. (“Leesburg”), which was formed for the purpose of acquiring access rights to certain waste coal sites. Leesburg was a dormant entity as of September 30, 2022, and December 31, 2021. Pursuant to an equity Assignment and Assumption agreement dated September 24, 2020, Q Power assigned a 50% member interest to a second individual. As a result, two individuals were the sole members of Q Power. Stronghold Power was established on February 12, 2020, as a Delaware limited liability company and is 100% owned by Q Power. Stronghold Power was created to pursue opportunities involving cryptocurrency mining and to provide hosting services for third-party miners. Scrubgrass and Stronghold Power were under common control prior to the Reorganization date of April 1, 2021 and are included in the consolidated results reported as of December 31, 2021, and for the nine months ended September 30, 2022

Label	Element	Value
Stockholders' Equity, Decrease From Distribution To Partner's Capital Account	sdig_StockholdersEquityDecreaseFromDistributionToPartnersCapitalAccount	$ 0
Increase in Carrying Amount of Redeemable Preferred Stock	us-gaap_IncreaseInCarryingAmountOfRedeemablePreferredStock	252,443,650
Partners' Capital Account, Contributions	us-gaap_PartnersCapitalAccountContributions	2,877,584
Stock Issued During Period, Value, Business Reorganization	sdig_StockIssuedDuringPeriodValueBusinessReorganization	(2,000,142)
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	1,246,460
Shares Issued During Period, Value, Exchange Of Common Stock	sdig_SharesIssuedDuringPeriodValueExchangeOfCommonStock	2
Stock Issued During Period, Value, New Issues, One	sdig_StockIssuedDuringPeriodValueNewIssuesOne	598,692
Stock Issued During Period, Value, New Issues, Two	sdig_StockIssuedDuringPeriodValueNewIssuesTwo	791,207
Adjustments to Additional Paid in Capital, Warrant Issued	us-gaap_AdjustmentsToAdditionalPaidInCapitalWarrantIssued	1,999,396
Limited Partner [Member]
Net Income (Loss) Attributable to Parent	us-gaap_NetIncomeLoss	(71,687)
Partners' Capital Account, Contributions	us-gaap_PartnersCapitalAccountContributions	1,408,471
General Partner [Member]
Net Income (Loss) Attributable to Parent	us-gaap_NetIncomeLoss	(167,261)
Partners' Capital Account, Contributions	us-gaap_PartnersCapitalAccountContributions	2,877,584
Preferred Stock [Member]
Stock Issued During Period, Value, Business Reorganization	sdig_StockIssuedDuringPeriodValueBusinessReorganization	$ 58
Stock Issued During Period, Shares, Business Reorganization	sdig_StockIssuedDuringPeriodSharesBusinessReorganization	576,000
Additional Paid-in Capital [Member]
Stock Issued During Period, Value, Business Reorganization	sdig_StockIssuedDuringPeriodValueBusinessReorganization	$ 4,999,800
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	1,246,460
Stock Issued During Period, Value, New Issues, One	sdig_StockIssuedDuringPeriodValueNewIssuesOne	598,687
Stock Issued During Period, Value, New Issues, Two	sdig_StockIssuedDuringPeriodValueNewIssuesTwo	791,200
Adjustments to Additional Paid in Capital, Warrant Issued	us-gaap_AdjustmentsToAdditionalPaidInCapitalWarrantIssued	$ 1,999,396
Common Stock [Member]
Shares Issued During Period, Shares, Exchange Of Common Stock	sdig_SharesIssuedDuringPeriodSharesExchangeOfCommonStock	14,400
Stock Issued During Period, Shares, New Issues, One	sdig_StockIssuedDuringPeriodSharesNewIssuesOne	54,392
Shares Issued During Period, Value, Exchange Of Common Stock	sdig_SharesIssuedDuringPeriodValueExchangeOfCommonStock	$ 2
Stock Issued During Period, Value, New Issues, One	sdig_StockIssuedDuringPeriodValueNewIssuesOne	$ 5
Stock Issued During Period, Shares, New Issues, Two	sdig_StockIssuedDuringPeriodSharesNewIssuesTwo	71,882
Stock Issued During Period, Value, New Issues, Two	sdig_StockIssuedDuringPeriodValueNewIssuesTwo	$ 7
Retained Earnings [Member]
Stockholders' Equity, Decrease From Distribution To Partner's Capital Account	sdig_StockholdersEquityDecreaseFromDistributionToPartnersCapitalAccount	1,408,471
Increase in Carrying Amount of Redeemable Preferred Stock	us-gaap_IncreaseInCarryingAmountOfRedeemablePreferredStock	252,443,650
Net Income (Loss) Attributable to Parent	us-gaap_NetIncomeLoss	(2,959,369)
Stock Issued During Period, Value, Business Reorganization	sdig_StockIssuedDuringPeriodValueBusinessReorganization	$ (7,000,000)

RELATED-PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2022

RELATED-PARTY TRANSACTIONS

NOTE 9 – RELATED-PARTY TRANSACTIONS

Waste Coal Agreement

The Company is obligated under a Waste Coal Agreement (the “WCA”) to take minimum annual delivery of 200,000 tons of waste coal as long as there is a sufficient quantity of waste coal that meets the Average Quality Characteristics (as defined in the WCA). Under the terms of the WCA, the Company is not charged for the waste coal itself but is charged a $6.07 per ton base handling fee as it is obligated to mine, process, load, and otherwise handle the waste coal for itself and also for other customers of Coal Valley Sales, LLC (“CVS”) from the Russellton site specifically. The Company is also obligated to unload and properly dispose of ash at the Russellton site. The Company is charged a reduced handling fee of $1.00 per ton for any tons in excess of the minimum take of 200,000 tons. The Company is the designated operator at the Russellton site, and therefore, is responsible for complying with all state and federal requirements and regulations.

In December 2020, the Company notified CVS by letter that it intends to restart operations at Russellton during the first quarter of 2021. It proposed a ramp-up of tons and payments at $25,000 a month until the economics of the plant steady and return to the minimum take per the contract. Subsequent to March 31, 2021, the Company resumed the semi-monthly minimum payments of approximately $51,000 per the WCA.

The Company purchases coal from Coal Valley Properties, LLC, a single-member limited liability company which is entirely owned by one individual who has ownership in Q Power, and from CVS. CVS is a single-member limited liability company which is owned by a coal reclamation partnership of which an owner of Q Power has a direct and an indirect interest in the partnership of 16.26%.

For the three and nine months ended September 30, 2022, the Company expensed approximately $278,208 and $581,708, respectively, which is included in fuel expense on the accompanying condensed consolidated statements of operations. No amount was due to CVS as of September 30, 2022. The Company owed Coal Valley Properties, LLC approximately $134,452 as of September 30, 2022, which is included in due to related parties on the condensed consolidated balance sheet.

Fuel Service and Beneficial Use Agreement

The Company has a Fuel Service and Beneficial Use Agreement (“FBUA”) with Northampton Fuel Supply Company, Inc. (“NFS”), a wholly owned subsidiary of Olympus Power. The Company buys fuel from and sends ash to NFS, for the mutual benefit of both facilities, under the terms and rates established in the FBUA. The FBUA expires on December 31, 2023. For the three and nine months ended September 30, 2022, the Company expensed $1,304,752 and $2,225,864, respectively, which is included in fuel expense on the accompanying condensed consolidated statements of operations. The Company owed NFS approximately $282,615 as of September 30, 2022, which is included in due to related parties on the condensed consolidated balance sheet.

Fuel purchases under these agreements for the nine months ended September 30, 2022, and September 30, 2021, are as follows:


	September 30, 2022		September 30, 2021
Coal purchases:
Northampton Fuel Supply Company, Inc.	$	2,225,864	$	173,216
Coal Valley Sales, LLC	581,708		631,416
Total	$	2,807,572	$	804,632

Fuel Management Agreement

Panther Creek Fuel Services LLC

Effective August 1, 2012, the Company entered into the Fuel Management Agreement (the “Fuel Agreement”) with Panther Creek Fuel Services LLC, a wholly owned subsidiary of Olympus Services LLC which, in turn, is a wholly owned subsidiary of Olympus Power LLC. Under the Fuel Agreement, Panther Creek Fuel Services LLC provides the Company with operations and maintenance services with respect to the Facility. The Company reimburses Panther Creek Energy Services LLC for actual wages and salaries. The amount expensed for the three and nine months ended September 30, 2022, was $353,879 and $1,204,938, respectively, of which $124,904 was included in due to related parties on the condensed consolidated balance sheet as of September 30, 2022.

Scrubgrass Fuel Services, LLC

Effective February 1, 2022, the Company entered into the Fuel Management Agreement (the “Scrubgrass Fuel Agreement”) with Scrubgrass Fuel Services LLC, a wholly owned subsidiary of Olympus Services LLC, which, in turn, is a wholly owned subsidiary of Olympus Power LLC. Under the Scrubgrass Fuel Agreement, Scrubgrass Fuel Services LLC provides the Company with operations and maintenance services with respect to the Facility. The Company reimburses Scrubgrass Energy Services LLC for actual wages and salaries. The amount expensed for the three and nine months ended September 30, 2022, was $247,009 and $580,626, respectively, of which $55,754 was included in due to related parties on the condensed consolidated balance sheet as of September 30, 2022.

O&M Agreements

Olympus Power LLC

On November 2, 2021, Stronghold LLC entered into an Operations, Maintenance and Ancillary Services Agreement (the “Omnibus Services Agreement”) with Olympus Stronghold Services, LLC (“Olympus Stronghold Services”), whereby Olympus Stronghold Services provides certain operations and maintenance services to Stronghold LLC and employs certain personnel to operate the Panther Creek Plant and the Scrubgrass Plant. Stronghold LLC reimburses Olympus Stronghold Services for those costs incurred by Olympus Stronghold Services and approved by Stronghold LLC in the course of providing services under the Omnibus Services Agreement, including payroll and benefits costs and insurance costs. The material costs incurred by Olympus Stronghold Services shall be approved by Stronghold LLC. From November 2, 2021, until October 1, 2023, Stronghold LLC also agreed to pay Olympus Stronghold Services a management fee at the rate of $1,000,000 per year, payable monthly for services provided at each of the Panther Creek Plant and Scrubgrass Plant, and an additional one-time mobilization fee of $150,000 upon the effective date of the Omnibus Services Agreement, which has been deferred in 2022. The amount expensed for the three and nine months ended September 30, 2022, was $392,761 and $1,189,452, respectively, which includes the monthly management fees plus reimbursable costs incurred by Olympus Stronghold Services for payroll, benefits and insurance.

Effective October 1, 2022, Stronghold LLC will pay Olympus Stronghold Services a management fee for the Panther Creek Plant in the amount of $500,000 per year, payable monthly for services provided at the Panther Creek Plant. This is a reduction of $500,000 from the $1,000,000 per year management fee that the Company was previously scheduled to pay Olympus Stronghold Services.

Panther Creek Energy Services LLC

Effective August 2, 2021, the Company entered into the Operations and Maintenance Agreement (the “O&M Agreement”) with Panther Creek Energy Services LLC, a wholly owned subsidiary of Olympus Services LLC which, in turn, is a wholly owned subsidiary of Olympus Power LLC. Under the O&M Agreement, Panther Creek Energy Services LLC provides the Company with operations and maintenance services with respect to the Facility. The Company reimburses Panther Creek Energy Services LLC for actual wages and salaries. The Company also agreed to pay a management fee of $175,000 per operating year, which is payable monthly, and is adjusted by the consumer price index on each anniversary date of the effective date. The amount expensed for the three and nine months ended September 30, 2022, was $886,569 and $2,911,738, respectively, of which $373,938 was included in due to related parties on the condensed consolidated balance sheet.

In connection with the equity contribution agreement effective July 9, 2021 (the "Equity Contribution Agreement"), the Company entered into the Amended and Restated Operations and Maintenance Agreement (the “Amended O&M Agreement”) with Panther Creek Energy Services LLC. Under the Amended O&M Agreement, the management fee is $250,000 for the twelve-month period following the effective date and $325,000 per year thereafter. The effective date of the Amended O&M Agreement is the closing date of the Equity Contribution Agreement.

Scrubgrass Energy Services, LLC

Effective February 1, 2022, the Company entered into the Operations and Maintenance Agreement (the “Scrubgrass O&M Agreement”) with Scrubgrass Energy Services, LLC, a wholly owned subsidiary of Olympus Services LLC which, in turn, is a wholly owned subsidiary of Olympus Power LLC. Under the Scrubgrass O&M Agreement, Scrubgrass Energy Services LLC provides the Company with operations and maintenance services with respect to the Facility. The Company reimburses Scrubgrass Energy Services LLC for actual wages and salaries. The Company also agreed to pay a management fee of $175,000 per operating year, which is payable monthly, and is adjusted by the consumer price index on each anniversary date of the effective date. The amount expensed for the three and nine months ended September 30, 2022, was $2,099,306 and $4,749,432, respectively, of which $701,770 was included in due to related parties on the condensed consolidated balance sheet.

In connection with the Equity Contribution Agreement effective July 9, 2021, the Company entered into the Amended and Restated Operations and Maintenance Agreement (the “Scrubgrass Amended O&M Agreement”) with Scrubgrass Energy Services LLC. Under the Scrubgrass Amended O&M Agreement, the management fee is $250,000 for the twelve-month period following the effective date and $325,000 per year thereafter. The effective date of the Scrubgrass Amended O&M Agreement is the closing date of the Equity Contribution Agreement.

Effective October 1, 2022, Stronghold LLC no longer pays Olympus Stronghold Services a management fee for the Scrubgrass Plant.

Management Services Agreement

On May 10, 2021, a new management and advisory agreement was entered into between Q Power and William Spence. In consideration of the consultant’s performance of the services thereunder, Q Power will pay Mr. Spence a fee at the rate of $50,000 per complete calendar month (pro-rated for partial months) that Mr. Spence provides services thereunder, payable in arrears. The previous agreement requiring monthly payments of $25,000 was terminated. Q Power will not be liable for any other payments to Mr. Spence including, but not limited to, any cost or expenses incurred by Mr. Spence in the course of performing his obligations thereunder. The Company has made total payments of $150,000 and $450,000 for the three and nine months ended September 30, 2022.

Amounts due to related parties as of September 30, 2022, and December 31, 2021, were as follows:


	September 30, 2022		December 31, 2021
Due to related parties:
Coal Valley Properties, LLC	$	134,452	$	134,452
Q Power LLC	500,000		500,000
Coal Valley Sales, LLC	—		202,334
Panther Creek Energy Services	373,938		94,434
Panther Creek Fuel Services	124,904		47,967
Northampton Generating Co LP	282,615		321,738
Olympus Services LLC	—		129,735
Scrubgrass Energy Services	701,770		—
Scrubgrass Fuel Services	55,754		—
Keystone Reclamation Fuel Management LLC	38,712		—
TOTALS	$	2,212,145	$	1,430,660

TAX RECEIVABLE AGREEMENT	9 Months Ended
TAX RECEIVABLE AGREEMENT	Sep. 30, 2022
Income Tax Disclosure [Abstract]
TAX RECEIVABLE AGREEMENT	NOTE 21 – TAX RECEIVABLE AGREEMENT The Company entered into a Tax Receivable Agreement (“TRA”) with Q Power and an agent named by Q Power on April 1, 2021, pursuant to which the Company will pay the TRA participants 85% of the realized (or, in certain circumstances, deemed realized) cash tax savings attributable to the tax basis step-ups arising from taxable exchanges of units and certain other items. No deferred tax asset or liability has been recorded with respect to the TRA because an exchange that triggers the amounts owed by the Company under the TRA (i.e., the redemption of Stronghold LLC Units for shares of Class A common stock or cash) has not occurred. Estimating the amount and timing of the Company's realization of tax benefits subject to the TRA is imprecise and unknown at this time and will vary based on a number of factors, including when redemptions actually occur. Accordingly, the Company has not recorded any deferred tax asset or any liability with respect to the TRA.

SUPPLEMENTAL CASH AND NON-CASH INFORMATION (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Additional Cash Flow Elements and Supplemental Cash Flow Information [Abstract]
Acquisition of PP&E included in accrued liabilities	$ 4,197,350	$ 0
Reclassifications from deposits to PP&E	54,207,076	0
Equipment financed with debt	60,256,322	63,389,457
McClymonds arbitration award – paid by Q Power	5,038,122	0
Interest paid on equipment financings	2,536,789	2,594,751
Noncash or Part Noncash Acquisitions [Line Items]
Warrants - WhiteHawk	1,150,000	1,999,396
Warrants issued as part of stock registrations - B. Riley Warrants	0	780,472
Warrants issued as part of convertible note	6,604,881	0
Premium financing	523,076	0
Total	8,277,957	9,169,756
Common Class A
Noncash or Part Noncash Acquisitions [Line Items]
Stock issued	0	1,389,888
Redeemable Convertible Preferred Stock, Series A
Noncash or Part Noncash Acquisitions [Line Items]
Stock issued	$ 0	$ 5,000,000

ACQUISITION

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

ACQUISITION

NOTE 25 – ACQUISITION

On July 9, 2021, the Company entered into a purchase agreement, as contemplated by the letter of intent with Olympus, with Panther Creek Reclamation Holdings, LLC ("Panther Creek Reclamation"), a subsidiary of Olympus (the "Panther Creek Acquisition"). Pursuant to the Panther Creek Acquisition, the Company acquired all of the assets of Panther Creek, comprising primarily the Panther Creek Plant. Stronghold Inc. completed the Panther Creek Acquisition on November 2, 2021. The consideration for the Panther Creek Plant was approximately $3.0 million in cash ($2.192 million after deducting 50% of land closing costs agreed to be split with the seller) subject to certain closing adjustments, and 1,152,000 Stronghold LLC Units, together with a corresponding number of shares of Class V common stock. Pursuant to the Redemption Right (as defined herein), each Stronghold LLC Unit, combined with a corresponding share of Class V common stock, may be redeemed for one share of Class A common stock (or cash, in certain instances).

Furthermore, on November 5, 2021, the Company entered into a Registration Rights Agreement with Panther Creek Reclamation, whereby the Company agreed to register the 1,152,000 shares of Class A common stock that may be received upon a redemption by Panther Creek. Refer to Note 16 – Noncontrolling Interest for further details.

The transaction was analyzed in accordance with ASC 805, Business Combinations, to first determine whether the acquired assets constitute a business. This requires a screen test that makes a determination that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. If the assets acquired are not a business, then the reporting entity should record the transaction as an asset acquisition in accordance with ASC 805-50 (using the cost accumulation model, rather than the fair value model that applies to business combinations).

The following steps were performed to determine whether substantially all of the fair value of the gross assets acquired were concentrated in a single identifiable asset or group of similar identifiable assets.

Step 1. Combine the identifiable assets into a single identifiable asset: The Company concluded that none of the assets qualified for combination into a single identifiable asset per ASC 805-10-55-5B.

Step 2. Combine the assets into similar assets: The Company concluded that none of the assets qualified for combination as similar assets under ASC 805-10-55-5C.

Step 3. Measure the fair value of the gross assets acquired: The Company concluded that the gross assets acquired included any consideration transferred in excess of the fair value of the net identifiable assets acquired (i.e., goodwill in a business combination), but it did not include goodwill that results from the effects of deferred tax liabilities, cash and cash equivalents, deferred taxes, or liabilities.

Step 4. Determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets: The Company compared the fair value of the single identifiable asset (or group of similar assets) to the fair value of the gross assets acquired.

Based on the above analysis, substantially all of the fair value of the gross assets acquired were concentrated in a single identifiable asset or group of similar identifiable assets. As a result, the transaction met the screen as outlined in paragraphs 805-10-55-5A through 55-5C and was treated as asset acquisition.

As discussed above in the screen test section of this overall analysis, the Panther Creek Acquisition by the Company did not meet the definition of a business combination.

The following represented the fair value of the identifiable assets and liabilities as of the acquisition date of November 2, 2021:


The purchase price allocation was as follows (in thousands):
Cash and cash equivalents	$	491
Accounts receivable - trade	831
Prepaids and other current assets	429
Materials and supplies	1,559
Land and Rights of Way	1,727
Property, plant and equipment	43,782
Accounts payable	(2,943)
Accrued expenses	(298)
Due to related parties	(73)
Total identifiable assets and liabilities	45,505
Total purchase consideration (1)	$	45,505

(1) The $45.5 million purchase price consideration consisted of $38.316 million fair value of 1,152,000 Series A Redeemable Preferred Units (registered for public sale), $2.192 million in cash (net of a purchase of plant site 50% share or $808 thousand), $501 thousand in asset retirement obligations, $218 thousand in assumed notes payable, $613 thousand in purchase related legal and professional fees, and $3.665 million related to the settlement of various existing relationship payables (partially offset by receivables).

STOCK ISSUED UNDER MASTER FINANCING AGREEMENTS AND WARRANTS (Tables)

9 Months Ended

Sep. 30, 2022

Investments, Debt and Equity Securities [Abstract]

Schedule of Black Scholes Input Assumptions

The following are the Black-Scholes input assumptions for the 97,920 Series A warrants; and the changes in fair values as of April 1, 2021 (date of issuance), and October 19, 2021, respectively:


	As of						Changes in Fair Value Inputs
	April 1, 2021			October 19, 2021
Expected volatility	100.2		%	117.6		%	17.4		%
Expected life (in years)	4.83			4.83			0
Risk-free interest rate	0.9		%	1.2		%	0.3		%
Expected dividend yield	0.00		%	0.00		%	0.0		%
Fair value	$	631,897		$	1,628,311		$	996,414

The following are the Black-Scholes input assumptions for the 18,170 Series B warrants; and the changes in fair values as of May 14, 2021 (date of issuance), and October 19, 2021, respectively:


	As of						Changes in Fair Value Inputs
	May 14, 2021			October 19, 2021

Expected volatility	100.2		%	117.6		%	17.4		%
Expected life (in years)	4.8			4.8			0
Risk-free interest rate	0.9		%	1.2		%	0.3		%
Expected dividend yield	0.00		%	0.00		%	0.0		%
Fair value	$	148,575		$	295,970		$	147,395

The fair value of the warrant liability was estimated using a Black-Scholes model with significant inputs as follows:


	September 30, 2022
Expected volatility	134.7	%
Expected life (in years)	4.75
Risk-free interest rate	2.95	%
Expected dividend yield	0.00	%
Fair value	$20,110,511

CONTINGENCIES AND COMMITMENTS - Installments Remaining (Details)	Sep. 30, 2022 USD ($) installment	Sep. 01, 2022 USD ($)	Aug. 01, 2022 USD ($)	Jul. 01, 2022 USD ($)	Jun. 01, 2022 USD ($)	May 01, 2022 USD ($)	Apr. 01, 2022 USD ($)	Mar. 01, 2022 USD ($)	Feb. 01, 2022 USD ($)	Jan. 01, 2022 USD ($)	Dec. 01, 2021 USD ($)	Nov. 01, 2021 USD ($)	Oct. 01, 2021 USD ($)	Sep. 01, 2021 USD ($)	Aug. 01, 2021 USD ($)	Jul. 01, 2021 USD ($)	Jun. 01, 2021 USD ($)	May 01, 2021 USD ($)	Apr. 01, 2021 USD ($) installment	Dec. 07, 2021 USD ($)	Apr. 02, 2021 USD ($)
Unrecorded Unconditional Purchase Obligation [Line Items]
Number of installments \| installment																			17
Purchases												$ (738,500)
Unpaid amount	$ 4,218,000
Total Commitments	$ 195,291,111
Miner Equipment, Cryptech, Bitmain
Unrecorded Unconditional Purchase Obligation [Line Items]
Number of installments \| installment	17
Purchases	$ (8,862,000)	$ (527,500)	$ (527,500)	$ (527,500)	$ (527,500)	$ (524,335)	$ (738,500)	$ (738,500)	$ (738,500)	$ (738,500)	$ (738,500)		$ (738,500)	$ (211,000)	$ (211,000)	$ (211,000)	$ (211,000)	$ (211,000)	$ (3,798,000)
Unpaid amount	0	$ 0	$ 527,500	$ 1,055,000	$ 1,582,500	$ 2,110,000	$ 2,634,335	$ 3,372,835	$ 4,111,335	$ 4,849,835	$ 5,588,335	$ 6,326,835	$ 7,065,335								$ 8,862,000
Percentage of purchase price																			30.00%		70.00%
Total Commitments	$ 12,656,835													$ 7,803,835	$ 8,014,835	$ 8,225,835	$ 8,436,835	$ 8,647,835	$ 12,656,835	$ 8,592,000	$ 8,858,835

PRIVATE PLACEMENTS (Details) - Common Class A	Sep. 30, 2022 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected life (in years)	4 years 9 months
Fair value	$ 20,110,511
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	1.347
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0295
Expected dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0000

CONCENTRATIONS (Details) - miner			9 Months Ended
CONCENTRATIONS (Details) - miner	Jun. 30, 2022	Dec. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2022
Concentration Risk [Line Items]
Number of miners			43,580
Forecast
Concentration Risk [Line Items]
Number of miners					600
Revenue \| Direct Energy Business Marketing LLC (DEBM) \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage			100.00%
Accounts receivable \| Direct Energy Business Marketing LLC (DEBM) \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	85.00%	100.00%
Purchased Coal \| Related Party Concentration Risk \| Related Party One
Concentration Risk [Line Items]
Concentration risk, percentage			16.00%
Purchased Coal \| Related Party Concentration Risk \| Related Party Two
Concentration Risk [Line Items]
Concentration risk, percentage				31.00%

EQUIPMENT DEPOSITS - Schedule of Equipment Deposits (Details)	1 Months Ended	3 Months Ended		9 Months Ended
	May 31, 2022 USD ($)	Sep. 30, 2022 USD ($) miner	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) miner	Sep. 30, 2021 USD ($)	Sep. 01, 2022 USD ($)	Aug. 01, 2022 USD ($)	Jul. 01, 2022 USD ($)	Jun. 01, 2022 USD ($)	May 01, 2022 USD ($)	Apr. 01, 2022 USD ($)	Mar. 31, 2022 USD ($)	Mar. 28, 2022 miner	Mar. 01, 2022 USD ($)	Feb. 01, 2022 USD ($)	Jan. 01, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 07, 2021 USD ($) miner	Dec. 01, 2021 USD ($)	Nov. 01, 2021 USD ($)	Oct. 01, 2021 USD ($)	Sep. 01, 2021 USD ($)	Aug. 01, 2021 USD ($)	Jul. 01, 2021 USD ($)	Jun. 30, 2021 miner	Jun. 01, 2021 USD ($)	May 01, 2021 USD ($)	Apr. 14, 2021 miner	Apr. 02, 2021 USD ($) miner	Apr. 01, 2021 USD ($) miner_equipment
Unrecorded Unconditional Purchase Obligation [Line Items]
Count (in miners) \| miner		43,580		43,580
Total Commitments		$ 195,291,111		$ 195,291,111
Unpaid		(4,218,000)		(4,218,000)
Transferred to PP&E		(93,582,294)		(93,582,294)
Impairment		(12,228,742)		(12,228,742)
Sold		(60,876,199)		(60,876,199)
Equipment deposits		24,385,876	$ 85,624,852	24,385,876	$ 85,624,852												$ 130,999,398
Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property		$ 0	$ 0	$ (8,012,248)	$ 0
MinerVa, MinerVA
Unrecorded Unconditional Purchase Obligation [Line Items]
Count (in miners) \| miner		15,000		15,000																					15,000				15,000
Total Commitments		$ 68,887,550		$ 68,887,550																									$ 73,387,500
Unpaid		0		0
Transferred to PP&E		(26,664,993)		(26,664,993)
Impairment		(12,228,742)		(12,228,742)								$ (12,228,742)
Sold		(8,701,199)		(8,701,199)
Equipment deposits		21,292,616		21,292,616
Refund		$ 4,499,980		$ 4,499,980
Cryptech, Bitmain
Unrecorded Unconditional Purchase Obligation [Line Items]
Count (in miners)		2,400		2,400														1,000												2,400
Total Commitments		$ 12,656,835		$ 12,656,835														$ 8,592,000				$ 7,803,835	$ 8,014,835	$ 8,225,835		$ 8,436,835	$ 8,647,835		8,858,835	$ 12,656,835
Unpaid		0		0		$ 0	$ (527,500)	$ (1,055,000)	$ (1,582,500)	$ (2,110,000)	$ (2,634,335)			$ (3,372,835)	$ (4,111,335)	$ (4,849,835)			$ (5,588,335)	$ (6,326,835)	$ (7,065,335)								$ (8,862,000)
Transferred to PP&E		(9,563,575)		(9,563,575)
Impairment		0		0
Sold		0		0
Equipment deposits		$ 3,093,260		$ 3,093,260
Northern Data, MicroBT
Unrecorded Unconditional Purchase Obligation [Line Items]
Count (in miners) \| miner		9,900		9,900									2,675															9,900
Total Commitments		$ 22,061,852		$ 22,061,852
Unpaid		0		0
Transferred to PP&E		(22,061,852)		(22,061,852)
Impairment		0		0
Sold		0		0
Equipment deposits		$ 0		$ 0
Bitmain Technologies Limited, Antminer, S19j Pro
Unrecorded Unconditional Purchase Obligation [Line Items]
Count (in miners) \| miner		10,200		10,200
Total Commitments		$ 60,814,500		$ 60,814,500
Unpaid		(4,218,000)		(4,218,000)
Transferred to PP&E		(23,951,500)		(23,951,500)
Impairment		0		0
Sold		(32,645,000)		(32,645,000)
Equipment deposits		$ 0		$ 0
BitMain Technologies Limited, Antminer, S19 XP
Unrecorded Unconditional Purchase Obligation [Line Items]
Count (in miners) \| miner		1,800		1,800
Total Commitments		$ 19,530,000		$ 19,530,000
Unpaid		0		0
Transferred to PP&E		0		0
Impairment		0		0
Sold		(19,530,000)		(19,530,000)
Equipment deposits		$ 0		$ 0
Miners sold	$ 12,568,500
Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property	$ (6,930,000)
Northern Data PA, LLC, WhatsMiners
Unrecorded Unconditional Purchase Obligation [Line Items]
Count (in miners) \| miner		4,280		4,280
Total Commitments		$ 11,340,374		$ 11,340,374
Unpaid		0		0
Transferred to PP&E		(11,340,374)		(11,340,374)
Impairment		0		0
Sold		0		0
Equipment deposits		$ 0		$ 0

EARNINGS (LOSS) PER SHARE (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Schedule of Earnings (Loss) Per Share, Basic and Diluted

The following table sets forth reconciliations of the numerators and denominators used to compute basic earnings (loss) per share of Class A common stock for the three and nine months ended September 30, 2022.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Numerator:
Net loss	$	(75,220,370)	$	(6,280,029)	$	(147,765,360)	$	(9,761,994)
Less: net loss attributable to noncontrolling interest	$	(44,000,155)	$	(4,328,460)	$	(86,435,347)	$	(6,730,940)
Net loss attributable to Stronghold Digital Mining, Inc.	$	(31,220,215)	$	(1,951,569)	$	(61,330,013)	$	(3,031,054)
Denominator:
Weighted average number of Class A common shares outstanding	24,631,626		322,342		21,772,057		173,532
Basic net loss per share	$	(1.27)	$	(6.05)	$	(2.82)	$	(17.05)
Diluted net loss per share	$	(1.27)	$	(6.05)	$	(2.82)	$	(17.05)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

Securities that could potentially dilute earnings (loss) per share in the future that were not included in the computation of diluted loss per share for the three and nine months ended September 30, 2022, because their inclusion would be antidilutive, are as follows:


			September 30, 2022
Series A preferred units not yet exchanged for Common A shares			1,152,000
Class V common shares not yet exchanged for Class A common shares			27,057,600
Total			28,209,600

ASPEN INTEREST (“OLYMPUS”) BUYOUT (Tables)

9 Months Ended

Sep. 30, 2022

Business Reorganization [Abstract]

Partners' Deficit of Aspen Interest

The following table details the Partners’ Deficit of the Aspen Interest as of April 1, 2021:


	Limited Partners
Balance - December 31, 2020	$	(1,336,784)
Net loss - three months ended March 31, 2021	(71,687)
Balance - April 1, 2021	$	(1,408,471)

ACQUISITION - Fair Value of Identifiable Assets and Liabilities as of Acquisition Date (Details) - Panther Creek Power Operating LLC $ in Thousands	Nov. 02, 2021 USD ($) shares
The purchase price allocation was as follows (in thousands):
Cash and cash equivalents	$ 491
Accounts receivable - trade	831
Prepaids and other current assets	429
Materials and supplies	1,559
Land and Rights of Way	1,727
Property, plant and equipment	43,782
Accounts payable	(2,943)
Accrued expenses	(298)
Due to related parties	(73)
Total identifiable assets and liabilities	45,505
Purchase price consideration	45,505
Equity interest issued value	$ 38,316
Equity interest issued (in shares) \| shares	1,152,000
Payment to acquire asset, net of cash acquired	$ 2,192
Percentage of land closing costs share	50.00%
Land closing costs share amount	$ 808
Asset Retirement Obligation
The purchase price allocation was as follows (in thousands):
Asset acquisition, consideration transferred, liabilities incurred	501
Notes Payable, Other Payables
The purchase price allocation was as follows (in thousands):
Asset acquisition, consideration transferred, liabilities incurred	218
Legal and Professional Fees
The purchase price allocation was as follows (in thousands):
Asset acquisition, consideration transferred, liabilities incurred	613
Existing Relationship Payables
The purchase price allocation was as follows (in thousands):
Asset acquisition, consideration transferred, liabilities incurred	$ 3,665

NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents and Digital Currencies (Details)				3 Months Ended			9 Months Ended		12 Months Ended
	Jul. 27, 2022 USD ($)	Mar. 16, 2022 USD ($) $ / bitcoin	Dec. 15, 2021 USD ($) bitcoin $ / bitcoin	Sep. 30, 2022 USD ($)	Mar. 31, 2022 USD ($) $ / bitcoin	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Indefinite-lived Intangible Assets [Line Items]
Restricted cash				$ 400,000			$ 400,000
Indefinite-lived Intangible Assets [Roll Forward]
Realized gain (loss) on sale of digital currencies				185,396		$ 0	936,506	$ 149,858
Impairments				(465,651)		(91,040)	(8,176,868)	(466,286)
Digital currencies, restricted				0		0	0	0	$ 2,699,644
Digital currencies				2,186,704		$ 3,228,698	2,186,704	3,228,698	7,718,221
Compound Derivative Instrument
Indefinite-lived Intangible Assets [Roll Forward]
Number of derivative instruments to be sold (in bitcoin) \| bitcoin			250
Derivative floor price (in dollars per bitcoin) \| $ / bitcoin			28,000
Capped price (in dollars per bitcoin) \| $ / bitcoin		50,000	85,500		50,000
Forward sale contract prepayment		$ 1,000,000	$ 7,000,000		$ 970,000
Number of derivative instruments pledged as collateral \| bitcoin			250
Digital currencies
Indefinite-lived Intangible Assets [Roll Forward]
Digital currencies at beginning of period					$ 10,417,865		10,417,865	$ 228,087	228,087
Additions of digital currencies							50,715,424		12,494,581
Realized gain (loss) on sale of digital currencies							936,506		149,858
Impairments							(8,176,868)		(1,870,274)
Proceeds from sale of digital currencies							(47,146,328)		(584,387)
Collateral sold to close derivative							(4,559,895)		0
Digital currencies at end of period				$ 2,186,704			$ 2,186,704		$ 10,417,865
Cash received from sale of digital currencies	$ 220,000

COVENANTS

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

COVENANTS

NOTE 6 – LONG-TERM DEBT

Long-term debt consists of the following as of September 30, 2022, and December 31, 2021:


	September 30, 2022			December 31, 2021
$66,076 loan, with interest at 5.55%, due July 2021.	$	—		$	3,054
$75,000 loan, with interest at 12.67%, due April 2021.	—			7,312


$499,520 loan, with interest at 2.49%, due December 2023.	150,089			232,337
$499,895 loan, with interest at 2.95%, due July 2023.	153,985			246,720
$212,675 loan, with interest at 6.75%, due October 2022.	—			103,857
$517,465 loan, with interest at 4.78%, due October 2024.	381,452			490,600
$431,825 loan, with interest at 7.60%, due April 2024.	142,898			204,833
$565,500 loan, with interest at 4.48%, due January 2027.	495,897			—
$523,076 financing agreement for insurance, with interest at 5.99%, due March 2023.	307,385			—
$6,900,000 financing agreement for insurance, with interest at 3.45%, due July 2022.	—			4,299,721
$40,000,000 loan, with interest at 10.00%, due June 2023.	17,639,433		[A]	30,734,045
$33,750,000 loan, with interest at 10.00%, due May 2024.	20,194,118		[B]	—
$10,641,362 loan, with interest at 10.00%, due June 2023.	—		[C]	8,176,302
$14,077,800 loan, with interest at 10.00%, due June 2023.	—		[D]	10,816,694
$5,808,816 loan, with interest at 10.00%, due April 2023.	3,571,674		[E]	—
$6,814,000 loan, with interest at 10.00%, due October 2023.	4,986,747		[F]	—
$17,984,000 maximum advance loan, with interest at 9.99%, due December 2023. Balance is what has been advanced as of September 30, 2022.	—		[G]	10,790,400
$17,984,000 maximum advance loan, with interest at 9.99%, due December 2023. Balance is what has been advanced as of September 30, 2022.	17,052,794		[H]	7,769,088
$17,984,000 maximum advance loan, with interest at 9.99%, due December 2023. Balance is what has been advanced as of September 30, 2022.	14,387,200		[I]	—
$33,750,000 Convertible Note, with interest at 10.00%, due May 2024.	22,437,500		[J]	—
$92,381 loan, with interest at 1.49%, due April 2026.	84,891			—
$64,136 loan, with interest at 11.85%, due May 2024.	42,986
$196,909 loan, with interest at 6.49%, due May 2024.	196,909			—
	102,225,958			73,874,963
Less current portions, deferred debt issuance costs and discounts:
Outstanding loan	90,605,752			50,099,372
Deferred debt issuance costs	2,269,467			2,854,787
Discounts from issuance of stock	—			1,042,416
Discounts from issuance of warrants	1,743,499			1,499,547
	$	7,607,240		$	18,378,841