Stronghold Digital Mining SC 13G/A / CONTINENTAL GENERAL INSURANCE ownership change

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. 3)¹

Stronghold Digital Mining, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

86337R202

(CUSIP Number)

September 30, 2024

(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).

CUSIP No. 86337R202

NAME OF REPORTING PERSON

MG Capital Management, Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

14,400

PERSON WITH

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

14,400

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,400

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than 1%

TYPE OF REPORTING PERSON

CUSIP No. 86337R202

NAME OF REPORTING PERSON

Continental General Insurance Company

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

1,069,537*

PERSON WITH

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

1,069,537*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,069,537*

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.9%*

TYPE OF REPORTING PERSON

* Consisting of 1,069,537 shares of Common Stock (as defined below) issuable upon the conversion of certain shares of Series C preferred stock (the “Series C Preferred Shares”) held by the Reporting Persons.

CUSIP No. 86337R202

NAME OF REPORTING PERSON

Continental Insurance Group, Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

1,069,537*

PERSON WITH

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

1,069,537*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,069,537*

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.9%*

TYPE OF REPORTING PERSON

* Consisting of 1,069,537 shares of Common Stock issuable upon the conversion of certain Series C Preferred Shares held by the Reporting Persons.

CUSIP No. 86337R202

NAME OF REPORTING PERSON

Continental General Holdings LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Michigan

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

1,069,537*

PERSON WITH

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

1,069,537*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,069,537*

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.9%*

TYPE OF REPORTING PERSON

* Consisting of 1,069,537 shares of Common Stock issuable upon the conversion of certain Series C Preferred Shares held by the Reporting Persons.

CUSIP No. 86337R202

NAME OF REPORTING PERSON

Michael Gorzynski

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

1,083,937*

PERSON WITH

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

1,083,937*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,083,937*

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.9%*

TYPE OF REPORTING PERSON

* Inclusive of 1,069,537 shares of Common Stock issuable upon the conversion of certain Series C Preferred Shares held by the Reporting Persons.

CUSIP No. 86337R202

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 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:

86337R202

CUSIP No. 86337R202

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 September 30, 2024:

(i)

MG Capital Management directly beneficially owned 14,400 shares of Common Stock.

(ii)

CGIC directly beneficially owned 1,069,537 shares of Common Stock, consisting of 1,069,537 shares of Common Stock issuable upon the conversion of certain Series C Preferred Shares directly held by CGIC. The Series C Preferred Shares may not be converted into shares of Common Stock if, after such conversion, CGIC and certain of its affiliates would beneficially own, more than 9.99% of the Issuer’s then outstanding shares of Common Stock. All of the Series C Preferred Shares held by CGIC are currently exercisable.

CUSIP No. 86337R202

(iii)

As the sole owner of CGIC, CIG may be deemed the beneficial owner of the 1,069,537 shares of Common Stock beneficially owned by CGIC.

(iv)

As the sole owner of CIG, CGH may be deemed the beneficial owner of the 1,069,537 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 1,083,937 shares of Common Stock, consisting of (i) the 14,400 shares of Common Stock directly beneficially owned by MG Capital Management and (ii) the 1,069,537 shares of Common Stock beneficially owned by CGH.

(b)

Percent of class:

The following percentages are based on 15,552,647 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of August 19, 2024, as reported in Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 22, 2024, plus the 1,069,537 shares of Common Stock issuable upon the conversion of the Series C Preferred Shares.

As of September 30, 2024:

(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 6.9% of the outstanding shares of Common Stock;

(iii)

CIG may be deemed to beneficially own approximately 6.9% of the outstanding shares of Common Stock;

(iv)

CGH may be deemed to beneficially own approximately 6.9% of the outstanding shares of Common Stock; and

(v)

Mr. Gorzynski may be deemed to beneficially own approximately 6.9% 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.

CUSIP No. 86337R202

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 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 to the Schedule 13G filed with the Securities and Exchange Commission on January 5, 2023.

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.

CUSIP No. 86337R202

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: November 14, 2024

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

Stronghold Digital Mining (SDIG) SC 13G/AStronghold Digital Mining / CONTINENTAL GENERAL INSURANCE ownership change