Item 1.01 Entry into a Material Definitive Agreement.

WhiteHawk Refinancing Agreement



On August 16, 2022, Stronghold Digital Mining, Inc. (the "Company") entered into
a commitment letter (the "Commitment Letter") with WhiteHawk Finance LLC
("WhiteHawk") to provide for committed financing to refinance the equipment
financing agreement, dated June 30, 2021 by and between Stronghold Digital
Mining Equipment, LLC and WhiteHawk (the "WhiteHawk Financing Agreement") and
provide up to $20 million in additional commitments (such additional
commitments, the "Delayed Draw Facility") for an aggregate loan not to exceed
$60.0 million. Such loans under the Delayed Draw Facility will be available to
be drawn for 180 days from the closing date of the WhiteHawk Refinancing
Agreement (as defined below). The financing contemplated by the Commitment
Letter (such financing, the "WhiteHawk Refinancing Agreement") will be entered
into by Stronghold LLC as Borrower (the "Borrower") and secured by substantially
all of the assets of the Company and its subsidiaries and will be guaranteed by
the Company and each of its subsidiaries. The WhiteHawk Refinancing Agreement
will require equal monthly amortization payments resulting in full amortization
at maturity. The WhiteHawk Refinancing Agreement will have customary
representations, warranties and covenants including restrictions on
indebtedness, liens, restricted payments and dividends, investments, asset sales
and similar covenants and will contain customary events of default. The
WhiteHawk Refinancing Agreement will contain 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 initial closing of the WhiteHawk Refinancing Agreement
will be subject to customary closing conditions. In addition, the initial
closing of the WhiteHawk Refinancing Agreement will be subject to the full
extinguishment and termination of all of the NYDIG Debt (as defined below) and
other obligations of the Company and its affiliates under the NYDIG Agreements
(as defined below), whether pursuant to the Asset Purchase Agreement (as defined
below) or otherwise.

The borrowings under the WhiteHawk Refinancing Agreement will mature 36 months
after the closing date of the WhiteHawk Refinancing Agreement and will bear
interest at a rate of Secured Overnight Financing Rate plus 10%. The loans under
the Delayed Draw Facility will be issued with 3% "original issue discount" on
all drawn amounts, payable when such amounts are drawn, and undrawn commitments
thereunder will incur a commitment fee, paid monthly, equal to 1% per annum.
Amounts drawn on the WhiteHawk Refinancing Agreement will be subject to a
prepayment premium such that the lenders thereunder achieve a 20% return on
invested capital. In addition, Borrower has agreed to pay an alternate
transaction fee to WhiteHawk in the event that (x) WhiteHawk Refinancing
Agreement does not close on or before October 31, 2022, (y) the initial funding
under the WhiteHawk Financing Agreement does not occur on or before October 31,
2022 or (z) Borrower or any of its affiliates utilize any debt or equity
financing other than the WhiteHawk Refinancing Agreement to refinance the
existing indebtedness owed to Whitehawk. The Company also agreed to issue a
stock purchase warrant to WhiteHawk in conjunction with the closing of the
WhiteHawk Refinancing Agreement, which provides for the purchase of an
additional 2,000,000 shares of Class A common stock at $0.01 per share.



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The foregoing description of the Commitment Letter is qualified in its entirety
by reference to the full text of the Commitment Letter, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item
1.01 by reference.

NYDIG Asset Purchase Agreement



On August 16, 2022, the Company, Stronghold LLC, Stronghold Digital Mining 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 ABL
LLC, a Delaware limited liability company formerly known as Arctos Credit, LLC
("NYDIG"), 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 SDM entered into with NYDIG
on June 25, 2021 (the "Arctos/NYDIG Financing Agreement") and the master
equipment financing agreement SDM entered into with NYDIG on December 15, 2021
(the "Second NYDIG Financing Agreement" and together with the Arctos/NYDIG
Financing Agreement, the "NYDIG Agreements"), certain miners are 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 have agreed to sell, and the Purchasers (or their
respective designee) have 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 have 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 pursuant to
the Purchasers or their designees 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 will be assigned to the Sellers and cancelled pursuant to the terms of the
Asset Purchase Agreement (each, a "Settlement"). A Settlement is subject to
certain conditions, including the delivery of certain milestone schedules to a
master bill of sale and the completion of an inspection of the APA Collateral by
the Purchasers, and, in the event of certain failures to satisfy the inspection
conditions, the obligation of the Company to replace such APA Collateral with
comparable assets, provided that such obligation only applies once the aggregate
value of such APA Collateral exceeds $173,650.68, with respect to BankProv, and
$252,532.33, with respect to NYDIG.

Prior to the date on which (i) APA Seller Parties first breach a material
obligation under the Asset Purchase Agreement, (ii) to the date on which the
Asset Purchase Agreement is terminated or if a Seller elects not to sell any or
all of its APA Collateral, or (iii) an insolvency or liquidation proceeding is
commenced by or against the APA Sellers (the "Non-Interference Period"), the
Purchasers have agreed not to foreclose on any of the APA Collateral under such
. . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.


           Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained in this current report on Form 8-K constitute
"forward-looking statements." within the meaning of the Private Securities
Litigation Reform Act of 1995. You can identify forward-looking statements
because they contain words such as "believes," "expects," "may," "will,"
"should," "seeks," "approximately," "intends," "plans," "estimates" or
"anticipates" or the negative of these words and phrases or similar words or
phrases which are predictions of or indicate future events or trends and which
do not relate solely to historical matters. Forward-looking statements and the
business prospects of the Company are subject to a number of risks and
uncertainties that may cause the Company's actual results in future periods to
differ materially from the forward-looking statements. These risks and
uncertainties include, among other things: the hybrid nature of our business
model, which is highly dependent on the price of Bitcoin; our dependence on the
level of demand and financial performance of the crypto asset industry; our
ability to manage growth, business, financial results and results of operations;
uncertainty regarding our evolving business model; our ability to retain
management and key personnel and the integration of new management; our ability
to raise capital to fund business growth; our ability to maintain sufficient
liquidity to fund operations, growth and acquisitions; our substantial
indebtedness and its effect on our results of operations and our financial
condition; uncertainty regarding the outcomes of any investigations or
proceedings; our ability to enter into purchase agreements, acquisitions and
financing transactions; our ability to perform our obligations and satisfy all
conditions to each Settlements under the Asset Purchase Agreement; public health
crises, epidemics, and pandemics such as the coronavirus pandemic; our ability
to procure crypto asset mining equipment from foreign-based suppliers; our
ability to maintain our relationships with our third party brokers and


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our dependence on their performance; our ability to procure crypto asset mining
equipment; developments and changes in laws and regulations, including increased
regulation of the crypto asset industry through legislative action and revised
rules and standards applied by The Financial Crimes Enforcement Network under
the authority of the U.S. Bank Secrecy Act and the Investment Company Act; the
future acceptance and/or widespread use of, and demand for, Bitcoin and other
crypto assets; our ability to respond to price fluctuations and rapidly changing
technology; our ability to operate our coal refuse power generation facilities
as planned; our ability to avail ourselves of tax credits for the clean-up of
coal refuse piles; and legislative or regulatory changes, and liability under,
or any future inability to comply with, existing or future energy regulations or
requirements. More information on these risks and other potential factors that
could affect our financial results is included in the Company's filings with the
Securities and Exchange Commission, including in the "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" sections of its Annual Report on Form 10-K filed on March 29, 2022
and our Quarterly Reports on Form 10-Q filed on May 16, 2022 and August 17,
2022. Any forward-looking statement speaks only as of the date as of which such
statement is made, and, except as required by law, the Company undertakes no
obligation to update or revise publicly any forward-looking statements, whether
because of new information, future events, or otherwise.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

    Exhibit Number                                      Description
10.1                     C    ommitment Letter, dated as of August 16, 2022, by and     between
                         Stronghold Digital Mining Holdings, LLC and

Whitehawk Capital Partners, LP.



10.2¥                    Asset Purchase Agreement, dated as of August 16,

2022, by and among

Stronghold Digital Mining LLC, Stronghold Digital

Mining BT, LLC, NYDIG ABL


                       LLC, The Provident Bank, Stronghold Digital Mining,

Inc. and Stronghold


                       Digital Mining Holdings, LLC.
10.3¥                    Form of A    mended and Restated 10.0% Note,

dated August 16, 2022 .



10.4                     Form of A    mended and Restated Warrant, dated

August 16, 2022 .


 104                   Cover Page Interactive Data File (embedded within the Inline XBRL document).


_____________

¥   Certain schedules and exhibits to this agreement have been omitted in
accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule
and/or exhibit will be furnished to the Securities and Exchange Commission on
request.

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