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                             February 21, 2024

       Matthew J. Smith
       Chief Financial Officer
       Stronghold Digital Mining, Inc.
       595 Madison Avenue, 28th Floor
       New York, NY 10022

                                                        Re: Stronghold Digital
Mining, Inc.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2022
                                                            Form 10-Q for the
Quarterly Period Ended September 30, 2023
                                                            Form 8-K, Furnished
November 14, 2023
                                                            File No. 001-40931

       Dear Matthew J. Smith:

              We have reviewed your October 5, 2023 response to our comment
letter and have the
       following comments.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

              After reviewing your response to this letter, we may have
additional comments. Unless
       we note otherwise, any references to prior comments are to comments in
our September 21,
       2023 letter.

       Form 10-K for the Fiscal Year Ended December 31, 2022

       Notes to Consolidated Financial Statements
       Note 2 - Nature of Operations and Significant Accounting Policies
       Digital Currencies, page 90

   1.                                                   We note your response
to prior comment 3 regarding your current asset classification.
                                                        Please revise your
policy disclosure to be consistent with your response including that you
                                                        reasonably expect to
realize/sell within a year.
       Revenue Recognition - Bitcoin Mining, page 95

   2.                                                   We acknowledge your
response to our comments 8 and 9. Please respond to the following
                                                        comments, and, where
applicable, provide draft disclosure to be included in future
 Matthew J. Smith
FirstName
StrongholdLastNameMatthew
           Digital Mining, Inc.J. Smith
Comapany21,
February   NameStronghold
            2024            Digital Mining, Inc.
February
Page 2 21, 2024 Page 2
FirstName LastName
         periodic reports:
             You disclose that you participate in digital asset mining pool,
but your response was
             specific to your agreement with Foundry. Please confirm whether
you participate in
             additional mining pools, and, if so, tell us and revise future
reports to disclose the
             payout methodology (Full Pay Per Share or otherwise) used by those
pools and the
             proportion of revenue recognized in the years ended December 31,
2021 and 2022
             and the nine month period ended September 30, 2023 under each
payout
             methodology.
             Your response states that your contracts with the mining pool is
terminable at any
             time by either party without penalty. Please revise your
disclosure in future periodic
             reports to add that the contracts may be terminated without
penalty.
             In your Step 1 analysis, you determined that your contract term
does not extend
             beyond the period that can be cancelled without penalty, and that
the contract
             provides the option to renew for successive terms. Given your
response that your
             contract may be terminated at any time without penalty, tell us
your consideration of
             whether the contract term is for less than 24 hours, and that the
contract continually
             renews throughout the period you provide "computing power". Refer
to examples 1
             and 2 of question 7 and question 8 of the FASB Revenue Recognition
             Implementation Guide Q&As. If you agree that the term is less than
24 hours and the
             contract continually renews, please revise to disclose in future
periodic reports.
             Please revise your disclosure to indicate that the customer   s
renewal option does not
             represent a material right because the terms are offered at the
standalone selling price
             of computing power, consistent with your analysis of Step 1 in
your response.
             In your Step 2 analysis, you state that the provision of
"computing power" is your
             only performance obligation. Your disclosure on page 95 of your
10-K describes
             "providing cryptocurrency mining computing power in digital asset
transaction
             verification services". Tell us your consideration of disclosing
your performance
             obligation as "performing hash computations for the mining pool
operator,    or
             something similar to more precisely and closely align with the
promise in your
             contracts.
             You disclose, and your response indicates, that you are entitled
to a fractional share
             of the fixed cryptocurrency award the mining pool operator
receives. We note in
             Sections 9.a.i. and 9.b. of the Foundry agreement provided as
Exhibit A that the
             payment is based on the expected value from the block reward plus
the transaction
             fee, and that the user is entitled to compensation regardless of
whether the Pool
             successfully records a block to the Bitcoin blockchain. Please
confirm for us whether
             you are entitled to compensation only if the mining pool receives
a block award for
             successfully placing a block on the blockchain, and revise your
disclosure in future
             periodic reports accordingly.
             In your Step 3 analysis you state that your share of the digital
currency award is not
             known until the algorithm is solved because your reward is based
on your
             proportionate share of the total computing power provided to the
mining pool in a
             given successful transaction. As a result, you have concluded that
consideration
 Matthew J. Smith
FirstName
StrongholdLastNameMatthew
           Digital Mining, Inc.J. Smith
Comapany21,
February   NameStronghold
            2024            Digital Mining, Inc.
February
Page 3 21, 2024 Page 3
FirstName LastName
              should be constrained. However, as noted above, in your
arrangement with Foundry it
              appears that you receive consideration regardless of whether the
pool successfully
              solves the algorithm. As such, with respect to your participation
in the pool managed
              by Foundry (and any other FPPS pools), explain to us why the
block reward portion
              of the consideration cannot be reasonably estimated (and should
be fully constrained)
              if network difficulty changes about every two weeks, block
rewards change about
              every four years, and contract duration is one day or less. In
this regard, it appears for
              FPPS contracts that the only variable at contract inception is
the number of hashes
              you will perform, which is wholly in your control and would
appear to be reasonably
              estimable.
                For each of the payment mechanisms that your mining pool
agreements utilize (the
              Full Pay Per Share (FPPS) payout method or otherwise), please
summarize for us the
              nature of each component of your consideration (i.e., network
block subsidies,
              network transaction fees, and pool operating fees). For example,
if true, disclose that
              network block subsidies are based on the total amount of block
subsidies that are
              expected to be generated on the bitcoin network as a whole during
the 24-hour period
              beginning at midnight UTC daily (i.e., the measurement period),
regardless of
              whether the mining pool operator successfully records a block to
the blockchain,
              while network transaction fees are based on the total amount of
transaction fees and
              block rewards that are actually generated on the blockchain
network as a whole
              during the measurement period. Include this disclosure in future
periodic reports.
                In your response, you state that you measure the bitcoin
received as non-cash
              consideration using the closing price on the date of receipt from
your principal
              market. However, as noted in your response, ASC Topic
606-10-32-21 requires
              noncash consideration to be measured at contract inception.
Please revise your policy
              to be consistent with GAAP. In your revised disclosure, please
clarify the price you
              will use to value noncash consideration (e.g. price at beginning
of the day of contract
              inception, end of day of contract inception, simple average of
price throughout the
              day of contract inception etc.) Also clarify in the revised
disclosure that revenue is
              recognized on the same day that control of the contracted service
transfers to the
              mining pool, which is the same day as contract inception.
                We note your statement that the difference in fair values
between contract inception
              and the closing price on the date of receipt, which is the day
after contract inception,
              would have impacted revenues by an immaterial amount in 2022.
Provide us your
              materiality analyses under SAB 99 and SAB 108 supporting your
determination that
              the difference in fair values did not impact revenues by a
material amount for fiscal
              years ended December 31, 2021 and 2022, and interim quarterly
periods through the
              period ended September 30, 2023. In your materiality analyses
tell us the time used in
              your analysis to obtain the price on the date of contract
inception, such as 00:00:00
              UTC and the time you consider    closing    on the date of
receipt, such as 23:59:59
              UTC.
Form 10-Q for the Quarterly Period Ended September 30, 2023
 Matthew J. Smith
FirstName
StrongholdLastNameMatthew
           Digital Mining, Inc.J. Smith
Comapany21,
February   NameStronghold
            2024            Digital Mining, Inc.
February
Page 4 21, 2024 Page 4
FirstName LastName

Notes to Condensed Consolidated Financial Statements
Note 2 - Digital Currencies, page 9

3.       We note your policy disclosure that you exercise your unconditional
option to bypass the
         qualitative assessment regarding the existence of impairment for your
indefinite-lived
         digital currency assets "in any period." Please revise to clarify that
the timing of
         when your impairment is assessed is whenever the market price is below
the carrying
         value.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Canaan Purchase Agreement and Amendment to Canaan Bitcoin Mining Agreement,
page 32

4.       We acknowledge your response to our comment 11. Please respond to the
following:
             Tell us how you determined the term of your hosting agreements,
and when you have
            determined is the contract inception.
             Describe for us your performance obligations under your hosting
agreements, and
            your consideration for whether the agreements constitute a lease
under ASC 842.
             Explain to us how you determined the transaction price. Describe
for us the
            settlement terms, and what portions of the transaction price are
denominated in fiat or
            cryptocurrency.
             Explain to us how you allocate the transaction price between your
performance
            obligations.
             Tell us whether you recognize revenue over time, or at a point in
time, whether any
            of the consideration is variable or constrained, and when and under
what
            circumstances the uncertainties related to those constraints are
resolved.
             Tell us where you obtain the spot price used to determine fair
value of mined bitcoin
            under your hosting agreements, and when you measure fair value. For
example,
            clarify whether you measure the non-cash consideration at the
inception of the
            agreement with the hosting customer or on the date the hosting
customer mines, or
            receives, the bitcoin.
             Tell us whether the hosting contract can be cancelled by the
customer at any time
            without penalty.
             Provide draft disclosure for future periodic reports expanding the
policy disclosures
            included in Note 2 to your Form 10-K for the Fiscal Year Ended
December 31, 2022.
Form 8-K, Furnished November 14, 2023

Exhibit 99.1
Use and Reconciliation of Non-GAAP Financial Measures, page 13

5.       We reviewed your response to prior comment 12 regarding your use of
the non-GAAP
         measure of Adjusted EBITDA and its adjustments for impairments on
digital currencies
         and the realized gain on sale of digital currencies. It remains
unclear to us how you
         determined these non-GAAP adjustments are not normal recurring
operation charges.
 Matthew J. Smith
Stronghold Digital Mining, Inc.
February 21, 2024
Page 5
         Please advise or revise for the following:
             Tell us why you believe that adjusting for impairment of, and the
realized gain on
             sale of, digital assets provides useful information to investors
given that you use your
             digital assets to, in part, fund your operations, measurement of
the fair value of such
             assets is normal and recurring, and also considering the recurring
nature of this
             activity. As noted in your response, these items are currently
normal and recurring,
             and you disclose on pages 15, 34 and 61 of your 10-K that your
future success and
             operating results depend on the value of crypto assets that may be
subject to pricing
             risk and have historically fluctuated, and the future value of
Bitcoin will impact your
             operating revenue. We also note from your disclosure in footnote 2
on page 91 of the
             10-K that you have incurred these charges in each of the last
three fiscal years.
             Tell us how you considered Question 100.01 of the Compliance and
Disclosure
             Interpretations on Non-GAAP Financial Measures with respect to
your Adjusted
             EBITDA measure. Specifically, tell us how you considered whether
the impairment
             charges and realized gains excluded from Adjusted EBITDA are
normal recurring
             items necessary to operate your business.

       Please contact Rolf Sundwall at 202-551-3105 or Bonnie Baynes at
202-551-4924 if you
have questions regarding comments on the financial statements and related
matters.



FirstName LastNameMatthew J. Smith                             Sincerely,
Comapany NameStronghold Digital Mining, Inc.
                                                               Division of
Corporation Finance
February 21, 2024 Page 5                                       Office of Crypto
Assets
FirstName LastName