Material Event - Form 8-K

Stronghold Digital Mining, Inc. (the "Company") is issuing a statement regarding the Registration Statement on Form S-3 (the "Shelf S-3") filed by the Company on April 12, 2024. The Shelf S-3 is a universal shelf, which is subject to review by the Securities and Exchange Commission, that may allow the Companyto offer and sell, from time to time, in one or more offerings, up to an aggregate of $250,000,000 of its Class A common stock, shares of preferred stock, warrants, depositary shares, stock purchase contracts, units, and rights. The Shelf S-3 has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the Shelf S-3 becomes effective. In accordance with Rule 415, unless earlier withdrawn, terminated or suspended, the Shelf S-3 will expire three years after effectiveness of the Shelf S-3.

The Company hasnot entered into an at-the-market program related to the Shelf S-3 (and cannot do so until the Shelf S-3is effective). Additionally, the Company has not used its existing at-the-market program in 2024.

The information in 7.01 of this Current Report on Form 8-K is being "furnished" pursuant to General Instruction B.2 of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such filing.

This Current Report on Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.