| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. )* | |
|
Stronghold Digital Mining, Inc. | |
| (Name of Issuer) | |
|
Class A Common Stock, par value $0.0001 per share | |
| (Title of Class of Securities) | |
|
86337R103 | |
| (CUSIP Number) | |
|
September 16, 2022 | |
| (Date of Event Which Requires Filing of This Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| ¨ | Rule 13d-1(b) |
| ý | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 12 Pages) | |
______________________________
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 86337R103 | 13G | Page 2 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON Adage Capital Partners, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 2,567,576 shares of Class A Common Stock issuable upon exercise of warrants* | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 2,567,576 shares of Class A Common Stock issuable upon exercise of warrants* | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,567,576 shares of Class A Common Stock issuable upon exercise of warrants* | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99%* | |||
| 12 |
TYPE OF REPORTING PERSON PN | |||
*The information set forth on this cover page reflects information as of the date of this filing. As of September 16, 2022, the Reporting Persons may have been deemed to beneficially own 2,230,461 shares of Common Stock issuable upon exercise of warrants, representing 9.99% of the outstanding shares of Common Stock as of such time assuming the exercise of such warrants.
| CUSIP No. 86337R103 | 13G | Page 3 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON Adage Capital Partners GP, L.L.C. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 2,567,576 shares of Class A Common Stock issuable upon exercise of warrants* | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 2,567,576 shares of Class A Common Stock issuable upon exercise of warrants* | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,567,576 shares of Class A Common Stock issuable upon exercise of warrants* | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99%* | |||
| 12 |
TYPE OF REPORTING PERSON OO | |||
*The information set forth on this cover page reflects information as of the date of this filing. As of September 16, 2022, the Reporting Persons may have been deemed to beneficially own 2,230,461 shares of Common Stock issuable upon exercise of warrants, representing 9.99% of the outstanding shares of Common Stock as of such time assuming the exercise of such warrants.
| CUSIP No. 86337R103 | 13G | Page 4 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON Adage Capital Advisors, L.L.C. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 2,567,576 shares of Class A Common Stock issuable upon exercise of warrants* | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 2,567,576 shares of Class A Common Stock issuable upon exercise of warrants* | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,567,576 shares of Class A Common Stock issuable upon exercise of warrants* | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99%* | |||
| 12 |
TYPE OF REPORTING PERSON OO | |||
*The information set forth on this cover page reflects information as of the date of this filing. As of September 16, 2022, the Reporting Persons may have been deemed to beneficially own 2,230,461 shares of Common Stock issuable upon exercise of warrants, representing 9.99% of the outstanding shares of Common Stock as of such time assuming the exercise of such warrants.
| CUSIP No. 86337R103 | 13G | Page 5 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON Robert Atchinson | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 2,567,576 shares of Class A Common Stock issuable upon exercise of warrants* | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 2,567,576 shares of Class A Common Stock issuable upon exercise of warrants* | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,567,576 shares of Class A Common Stock issuable upon exercise of warrants* | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99%* | |||
| 12 |
TYPE OF REPORTING PERSON IN | |||
*The information set forth on this cover page reflects information as of the date of this filing. As of September 16, 2022, the Reporting Persons may have been deemed to beneficially own 2,230,461 shares of Common Stock issuable upon exercise of warrants, representing 9.99% of the outstanding shares of Common Stock as of such time assuming the exercise of such warrants.
| CUSIP No. 86337R103 | 13G | Page 6 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON Phillip Gross | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 2,567,576 shares of Class A Common Stock issuable upon exercise of warrants* | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 2,567,576 shares of Class A Common Stock issuable upon exercise of warrants* | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,567,576 shares of Class A Common Stock issuable upon exercise of warrants* | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99%* | |||
| 12 |
TYPE OF REPORTING PERSON IN | |||
*The information set forth on this cover page reflects information as of the date of this filing. As of September 16, 2022, the Reporting Persons may have been deemed to beneficially own 2,230,461 shares of Common Stock issuable upon exercise of warrants, representing 9.99% of the outstanding shares of Common Stock as of such time assuming the exercise of such warrants.
| CUSIP No. 86337R103 | 13G | Page 7 of 12 Pages |
| Item 1(a). | NAME OF ISSUER |
| The name of the issuer is Stronghold Digital Mining, Inc. (the “Company”). |
| Item 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
| The Company’s principal executive offices are located at 595 Madison Avenue, 28th Floor, New York, NY 10022. |
| Item 2(a). | NAME OF PERSON FILING |
| This statement is filed by: |
| (i) | Adage Capital Partners, L.P., a Delaware limited partnership (“ACP”) with respect to the shares of Class A Common Stock issuable upon exercise of warrants directly owned by it; | |
| (ii) | Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACPGP”), as general partner of ACP with respect to the shares of Class A Common Stock issuable upon exercise of warrants directly owned by ACP; | |
| (iii) | Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACA”), as managing member of ACPGP, general partner of ACP, with respect to the shares of Class A Common Stock issuable upon exercise of warrants directly owned by ACP; | |
| (iv) | Robert Atchinson (“Mr. Atchinson”), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the shares of Class A Common Stock issuable upon exercise of warrants directly owned by ACP; and | |
| (v) | Phillip Gross (“Mr. Gross”), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the shares of Class A Common Stock issuable upon exercise of warrants directly owned by ACP. |
| The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. | |
| The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein. |
| CUSIP No. 86337R103 | 13G | Page 8 of 12 Pages |
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
| The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116. |
| Item 2(c). | CITIZENSHIP |
| ACP is a limited partnership organized under the laws of the State of Delaware. ACPGP and ACA are limited liability companies organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States. |
| Item 2(d). | TITLE OF CLASS OF SECURITIES |
| Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”). |
| Item 2(e). | CUSIP NUMBER |
| 86337R103 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act; | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
| (e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
| |
| (g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
| |
| (h) | ¨ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
| |
| (i) | ¨ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
| |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
|
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: Not applicable. |
| CUSIP No. 86337R103 | 13G | Page 9 of 12 Pages |
| Item 4. | OWNERSHIP | ||||
| A. | Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C. and Adage Capital Advisors, L.L.C. | ||||
| (a) | Amount beneficially owned: As of the date hereof, 2,567,576 shares of Class A Common Stock issuable upon exercise of warrants. As of September 16, 2022, 2,230,461 shares of Class A Common Stock issuable upon exercise of warrants. | ||||
| (b) | Percent of class: As of the date hereof and as of September 16, 2022, 9.99%. The percentage and number of shares of Class A Common Stock beneficially owned set forth in this Schedule 13G as of the date hereof are calculated based upon 23,133,893 shares of Class A Common Stock outstanding as of November 7, 2022, as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 filed with the Securities and Exchange Commission on November 10, 2022, and assumes the exercise of the reported warrants. The percentage and number of shares of Class A Common Stock beneficially owned set forth in this Schedule 13G as of September 16, 2022 are calculated based upon 20,096,481 shares of Class A Common Stock outstanding as of August 12, 2022, as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022 filed with the Securities and Exchange Commission on August 18, 2022, and assumes the exercise of the reported warrants. | ||||
| (c) | (i) | Sole power to vote or direct the vote: 0 | |||
| (ii) | Shared power to vote or direct the vote: As of the date hereof, 2,567,576 shares of Class A Common Stock issuable upon exercise of warrants. As of September 16, 2022, 2,230,461 shares of Class A Common Stock issuable upon exercise of warrants. | ||||
| (iii) | Sole power to dispose or direct the disposition: 0 | ||||
| (iv) | Shared power to dispose or direct the disposition of: As of the date hereof, 2,567,576 shares of Class A Common Stock issuable upon exercise of warrants. As of September 16, 2022, 2,230,461 shares of Class A Common Stock issuable upon exercise of warrants. | ||||
ACP has the power to dispose of and the power to vote the Class A Common Stock beneficially owned by it, which power may be exercised by its general partner, ACPGP. ACA, as managing member of ACPGP, directs ACPGP’s operations. Neither ACPGP nor ACA directly own any Class A Common Stock. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the “Act”), ACPGP and ACA may be deemed to beneficially own the shares owned by ACP. | |||||
| CUSIP No. 86337R103 | 13G | Page 10 of 12 Pages |
| B. | Robert Atchinson and Phillip Gross |
| (a) | Amount beneficially owned: As of the date hereof, 2,567,576 shares of Class A Common Stock issuable upon exercise of warrants. As of September 16, 2022, 2,230,461 shares of Class A Common Stock issuable upon exercise of warrants. | ||
| (b) | Percent of class: As of the date hereof and as of September 16, 2022, 9.99% |
| (c) | (i) | Sole power to vote or direct the vote: 0 | ||
| (ii) | Shared power to vote or direct the vote: As of the date hereof, 2,567,576 shares of Class A Common Stock issuable upon exercise of warrants. As of September 16, 2022, 2,230,461 shares of Class A Common Stock issuable upon exercise of warrants. | |||
| (iii) | Sole power to dispose or direct the disposition: 0 | |||
| (iv) | Shared power to dispose or direct the disposition: As of the date hereof, 2,567,576 shares of Class A Common Stock issuable upon exercise of warrants. As of September 16, 2022, 2,230,461 shares of Class A Common Stock issuable upon exercise of warrants. |
| Messrs. Atchinson and Gross, as managing members of ACA, have shared power to vote the Class A Common Stock beneficially owned by ACP. Neither Mr. Atchinson nor Mr. Gross directly own any Class A Common Stock. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares beneficially owned by ACP. |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
| Not applicable. |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
| Not applicable. |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
| Not applicable. |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
| Not applicable. |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP |
| Not applicable. |
| Item 10. | CERTIFICATION | |
| Each of the Reporting Persons hereby makes the following certification: | ||
| By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||
| CUSIP No. 86337R103 | 13G | Page 11 of 12 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: November 15, 2022
| ADAGE CAPITAL PARTNERS, L.P. | |
| By: Adage Capital Partners GP, L.L.C., | |
| its general partner | |
| By: Adage Capital Advisors, L.L.C., | |
| its managing member | |
| /s/ Robert Atchinson | |
| Name: Robert Atchinson | |
| Title: Managing Member | |
| ADAGE CAPITAL PARTNERS GP, L.L.C. | |
| By: Adage Capital Advisors, L.L.C., | |
| its managing member | |
| /s/ Robert Atchinson | |
| Name: Robert Atchinson | |
| Title: Managing Member | |
| ADAGE CAPITAL ADVISORS, L.L.C. | |
| /s/ Robert Atchinson | |
| Name: Robert Atchinson | |
| Title: Managing Member | |
| ROBERT ATCHINSON | |
| /s/ Robert Atchinson | |
| ROBERT ATCHINSON, individually | |
| PHILLIP GROSS | |
| /s/ Phillip Gross | |
| PHILLIP GROSS, individually |
| CUSIP No. 86337R103 | 13G | Page 12 of 12 Pages |
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATE: November 15, 2022
| ADAGE CAPITAL PARTNERS, L.P. | |
| By: Adage Capital Partners GP, L.L.C., | |
| its general partner | |
| By: Adage Capital Advisors, L.L.C., | |
| its managing member | |
| /s/ Robert Atchinson | |
| Name: Robert Atchinson | |
| Title: Managing Member | |
| ADAGE CAPITAL PARTNERS GP, L.L.C. | |
| By: Adage Capital Advisors, L.L.C., | |
| its managing member | |
| /s/ Robert Atchinson | |
| Name: Robert Atchinson | |
| Title: Managing Member | |
| ADAGE CAPITAL ADVISORS, L.L.C. | |
| /s/ Robert Atchinson | |
| Name: Robert Atchinson | |
| Title: Managing Member | |
| /s/ Robert Atchinson | |
| ROBERT ATCHINSON, individually | |
| /s/ Phillip Gross | |
| PHILLIP GROSS, individually |