United States securities and exchange commission logo





                               October 18, 2021

       Gregory A. Beard
       Chief Executive Officer
       Stronghold Digital Mining, Inc.
       595 Madison Avenue, 29th Floor
       New York, NY 10022

                                                        Re: Stronghold Digital
Mining, Inc.
                                                            Amendment No. 4 to
Registration Statement on Form S-1
                                                            Filed October 13,
2021
                                                            File No. 333-258188

       Dear Mr. Beard:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 4 to Registration Statement on Form S-1

       Dilution, page 77

   1.                                                   Revise the line-item
description in the first table on page 77 to indicate that there is an
                                                        increase in net
tangible book value per share attributable to new investors, rather than a
                                                        decrease.
       Unaudited Pro Forma Consolidated Financial Information
       Notes to the Unaudited Pro Forma Consolidated Balance Sheet, page 83

   2.                                                   Regarding your
valuation of the shares issued under the Minerva Purchase Agreement
                                                        disclosed in footnote
(b), we note in Note 14 the shares were deemed as not yet issued and
                                                        were assigned $0 in
fair value as of June 30, 2021. Revise the estimated fair value to
                                                        reflect the value
established in your IPO. Also, disclose this post stock split per share
 Gregory A. Beard
Stronghold Digital Mining, Inc.
October 18, 2021
Page 2
      value in the pro forma footnote.
Stronghold Digital Mining Inc.
Unaudited Condensed Combined Financial Statements
Note 23. Subsequent Events, page F-30

3.    Disclose the details of the stock split as a subsequent event. Describe
in this
      disclosure the impact of the stock split on the amounts disclosed in the
financial
      statements and accompanying footnotes, to the extent material.
General

4.    We note your disclosure throughout the registration statement that you
operate an
      "environmentally-beneficial coal refuse power generation facility", that
it is a "Tier II
      Alternative Energy Source (equivalent to large-scale hydropower)", and
that you will be
      "environmentally-beneficial and sustainable" among other disclosures
regarding the
      environmental impact of your facilities. Please provide balancing
disclosure in the
      Description of Business section, and revise your risk factors and summary
risk factors, to
      address the negative environmental impact of burning coal refuse for
power generation.
      As part of your disclosure, be sure to include potential regulatory and
legislative
      risk related to climate change and coal refuse power plants, and the air
and particulate
      pollution associated with such power generation facilities, as well as
any other applicable
      risks. Finally, revise to clearly indicate that coal refuse is not a
renewable resource and
      provide additional context regarding the differences between using coal
refuse for power
      generation and the use of clean renewable resources, specifically as it
relates to the
      differences in environmental impact.
       You may contact Joseph Cascarano, Senior Staff Accountant, at (202)
551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.



                                                            Sincerely,
FirstName LastNameGregory A. Beard
                                                            Division of
Corporation Finance
Comapany NameStronghold Digital Mining, Inc.
                                                            Office of
Technology
October 18, 2021 Page 2
cc:       Shelley Barber
FirstName LastName