Stronghold Digital Mining, Inc.: M&A transaction — Stronghold Digital Mining to be acquired by Bitfarms in all-stock deal at 2.520 exchange ratio

Stronghold Digital Mining, Inc.

Each Stronghold Class A share converted into 2.520 Bitfarms common shares; Class V cancelled with no payment.
Series C Preferred to convert into 250 Class A shares per share immediately prior to closing, then exchanged for Bitfarms shares.
Termination fees: Stronghold pays $5.0M in certain events; Bitfarms pays $12.5M if it fails to close.
Closing conditions include stockholder approval, HSR, F-4 effectiveness, Nasdaq listing; End Date May 21, 2025 (extendable).
Voting agreement holders owning ~16.4% of shares agree to vote in favor; board unanimously recommends.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Stronghold Digital Mining, Inc. underwent a change of control involving Bitfarms Ltd. for 2.520 (the "Exchange Ratio") common shares of Parent.

Action: change of control
Counterparty: Bitfarms Ltd.
Consideration: 2.520 (the "Exchange Ratio") common shares of Parent

Exact text from the filing

an Agreement and Plan of Merger (the “Merger Agreement”) with Bitfarms Ltd., a corporation incorporated under the Canada Business Corporations Act and continued under the Business Corporations Act (Ontario) (“Bitfarms” or “Parent”), Backbone Mining Solutions LLC, a Delaware limited liability company and a wholly-owned, indirect subsidiary of Parent (“BMS”) , and HPC & AI Megacorp, Inc., a Delaware corporation and a wholly-owned,

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Source: SEC EDGAR

accession 0001140361-24-038104

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