UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )¹

 

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)

December 9, 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)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

 

 

1              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 disclosures provided in a prior cover page.

The information required on 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).

 

1

NAME OF REPORTING PERSON

MG Capital Management, Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

144,000

PERSON WITH

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

144,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

144,000

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than 1%

12

TYPE OF REPORTING PERSON

PN

  

	1		NAME OF REPORTING PERSON
				Continental General Insurance Company
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Texas
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							2,466,080
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							2,466,080
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,466,080
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				7.8%
	12		TYPE OF REPORTING PERSON
				CO

  

 

	1		NAME OF REPORTING PERSON
				Continental Insurance Group, Ltd.
	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				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							2,466,080
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							2,466,080
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,466,080
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				7.8%
	12		TYPE OF REPORTING PERSON
				CO

  

 

	1		NAME OF REPORTING PERSON
				Continental General Holdings LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Michigan
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							2,466,080
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							2,466,080
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,466,080
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				7.8%
	12		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				Michael Gorzynski
	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				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							2,610,080
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							2,610,080
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,610,080
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				8.2%
	12		TYPE OF REPORTING PERSON
				IN

  

Item 1(a).

Name of Issuer:

Stronghold Digital Mining, Inc., a Delaware corporation (the “Issuer”).

Item 1(b).

Address of Issuer’s Principal Executive Offices:

595 Madison Avenue, 28^th Floor
New York, New York 10022

Item 2(a).

Name of Person Filing

The names of the persons filing this statement on Schedule 13G (collectively, the “Reporting Persons”) are:

·

MG Capital Management, Ltd. (“MG Capital Management”),

·

Continental General Insurance Company (“CGIC”),

·

Continental Insurance Group, Ltd. (“CIG”),

·

Continental General Holdings LLC (“CGH”), and

·

Michael Gorzynski (“Mr. Gorzynski”).

Item 2(b).

Address of Principal Business Office or, if None, Residence

The address of the principal office for Mr. Gorzynski is 595 Madison Avenue, 30^th Floor, New York, NY 10022. The principal business address of MG Capital Management is c/o Campbells LLP, Floor 4, Willow House, Cricket Square, Grand Cayman, KY1-9010, Cayman Islands. The principal business address for each of CGIC, CIG and CGH is 11001 Lakeline Blvd., Ste. 120, Austin, TX 78717.

Item 2(c).

Citizenship

CGH is a Michigan limited liability company. CIG is each a Delaware corporation. MG Capital Management is a Cayman Islands company limited by shares. CGIC is a Texas domiciled life and health insurance company. Mr. Gorzynski is a citizen of the United States of America and Poland.

Item 2(d).

Title of Class of Securities:

Class A Common Stock, par value $0.0001 per share (the “Common Stock”).

Item 2(e).

CUSIP Number:

86337R103

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

		/x/	Not applicable.
	(a)	/ /	Broker or dealer registered under Section 15 of the Exchange Act.
	(b)	/ /	Bank as defined in Section 3(a)(6) of the Exchange Act.
	(c)	/ /	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
	(d)	/ /	Investment company registered under Section 8 of the Investment Company Act.
	(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: ____

 

Item 4.

Ownership

(a)

Amount beneficially owned:

As of January 5, 2023:

(i)

MG Capital Management directly beneficially owned 144,000 shares of Common Stock.

(ii)

CGIC directly beneficially owned 2,466,080 shares of Common Stock.

(iii)

As the sole owner of CGIC, CIG may be deemed the beneficial owner of the 2,466,080 shares of Common Stock beneficially owned by CGIC.

(iv)

As the sole owner of CIG, CGH may be deemed the beneficial owner of the 2,466,080 shares of Common Stock beneficially owned by CGIC.

(v)

As the sole Director of MG Capital Management and as Manager of CGH, Mr. Gorzynski may be deemed to beneficially own 2,610,080 shares of Common Stock, consisting of (i) the 144,000 shares of Common Stock directly beneficially owned by MG Capital Management and (ii) the 2,466,080 shares of Common Stock beneficially owned by CGH.

(b)

Percent of class:

The following percentages are based on 31,710,217 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of December 21, 2022, as reported in Amendment No. 2 to the Issuer’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on December 23, 2022.

As of January 5, 2023:

(i)

MG Capital Management may be deemed to beneficially own less than 1% of the outstanding shares of Common Stock;

(ii)

CGIC may be deemed to own approximately 7.8% of the outstanding shares of Common Stock;

(iii)

CIG may be deemed to beneficially own approximately 7.8% of the outstanding shares of Common Stock;

(iv)

CGH may be deemed to beneficially own approximately 7.8% of the outstanding shares of Common Stock; and

(v)

Mr. Gorzynski may be deemed to beneficially own approximately 8.2% of the outstanding shares of Common Stock.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

See Cover Pages Items 5-9.

(ii)

Shared power to vote or to direct the vote

See Cover Pages Items 5-9.

(iii)

Sole power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

(iv)

Shared power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Report Persons have ceased to be the beneficial owners of more than 5 percent of the class of securities, check the following box [ ].

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary That 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.

See Exhibit 99.1.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certifications.

By signing below each of the undersigned certifies that, to the best of 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.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: January 5, 2023

	MG Capital Management Ltd.
	By:	/s/ Michael Gorzynski
		Name:	Michael Gorzynski
		Title:	Sole Director

 

 

	Continental General Insurance Company
	By:	/s/ Michael Gorzynski
		Name:	Michael Gorzynski
		Title:	Executive Chairman

 

 

	Continental Insurance Group, Ltd.
	By:	/s/ Michael Gorzynski
		Name:	Michael Gorzynski
		Title:	Chairman & President

 

 

	Continental General Holdings LLC
	By:	/s/ Michael Gorzynski
		Name:	Michael Gorzynski
		Title:	Manager

 

 

	/s/ Michael Gorzynski
	Michael Gorzynski

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G dated January 5, 2023 (including amendments thereto) with respect to the shares of Class A Common Stock, par value $0.0001 per share, of Stronghold Digital Mining, Inc., and any further amendments thereto executed by each and any of the undersigned shall be filed on the behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: January 5, 2023

	MG Capital Management Ltd.
	By:	/s/ Michael Gorzynski
		Name:	Michael Gorzynski
		Title:	Sole Director

 

 

	Continental General Insurance Company
	By:	/s/ Michael Gorzynski
		Name:	Michael Gorzynski
		Title:	Executive Chairman

 

 

	Continental Insurance Group, Ltd.
	By:	/s/ Michael Gorzynski
		Name:	Michael Gorzynski
		Title:	Chairman & President

 

 

	Continental General Holdings LLC
	By:	/s/ Michael Gorzynski
		Name:	Michael Gorzynski
		Title:	Manager

 

 

	/s/ Michael Gorzynski
	Michael Gorzynski