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                             March 29, 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 March 6, 2024 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 February 21,
       2024 letter.

       Form 10-K for the Fiscal Year Ended December 31, 2023

       Notes to Consolidated Financial Statements
       Note 1 - Basis of Presentation and Significant Accounting Policies
       Digital Currencies, page 90

   1.                                                   We acknowledge your
response to prior comment 3 and your current impairment
                                                        disclosures on pages
52, 65 and 90 that for digital assets you will proceed to performing a
                                                        quantitative impairment
test in any period when the market price is below the carrying
                                                        value. Please address
the following:
                                                            Tell us your
consideration of whether a decline in the quoted market price below the
                                                             carrying value at
any time during the assessed period is an impairment indicator
                                                             because the
digital assets are traded in active markets where there are observable
                                                             prices.
 Matthew J. Smith
FirstName
StrongholdLastNameMatthew
            Digital Mining, Inc.J. Smith
Comapany
March      NameStronghold Digital Mining, Inc.
       29, 2024
March2 29, 2024 Page 2
Page
FirstName LastName
                Tell us your consideration of modifying your impairment policy
to record an
              impairment charge whenever the fair value of the digital asset
decreases below the
              carrying value at any time during the assessed period.
Cryptocurrency Mining Revenues, page 93

2.       We acknowledge your response to prior comment 2 and your revised
disclosure in your
         Form 10-K for the fiscal year ended December 31, 2023. Please respond
to the following,
         and revise your disclosure in future periodic filings accordingly:
             In your response to bullet 3 and your revised disclosure you state
that the contract
             cancellation terms, and your customary business practices,
effectively provide the
             option to renew for successive contract terms continuously
throughout each day.
             Please confirm for us and revise your disclosure in future filings
to state, whether the
             cancellation terms refer to the customer's ability to terminate
the contract at any time
             without penalty, and whether you have determined that the contract
term is for less
             than 24 hours;
             You disclose that your enforceable right to compensation begins
when, and lasts as
             long as, you perform hash computations for the mining pool
operator. Please confirm
             and revise your disclosure in future filings to state, that it is
your decision when to
             provide these hash computations;
             You disclose that you provide computing power and perform hash
computations for
             the mining pool operators. Please confirm to us that you have
determined the mining
             pool operators are your customers, and that performing hash
computations is your
             only performance obligation. If so, please revise your disclosure
in future filings to
             state those facts; and
             In your response to bullet 7, and your revised disclosure, you
indicate that you
             measure the fair value at the end of the day on the date of
contract inception, which is
             the same day that control of the contracted services transfers to
the mining pool. In
             your response to bullet 10, you state that the bitcoin rewards are
measured on the day
             of receipt, which occurs one day after the day of contract
inception. Please confirm to
             us when you currently measure the fair value of the mining
rewards.
Cryptocurrency Hosting Revenues, page 94

3.       We acknowledge your response to our comment 4. Please address the
following:
             Please provide us with copies of your hosting agreements with
Canaan and Foundry.
             In your response, and revised disclosure, you state that your
compensation for hosting
            services (your sole performance obligation) is comprised of a
variable cost-of-power
            fee and a 50% share of bitcoin mined. However, you also state that
the mining
            portion of the cryptocurrency hosting revenues represents a
separate contract between
            the Company and its mining pool operators. Please explain to us why
you believe the
            mining portion of your hosting agreements should be accounted for
as a separate
            agreement and explain how the mining pool operators are a party to
that agreement.
            Cite any relevant accounting literature in your response.
 Matthew J. Smith
FirstName
StrongholdLastNameMatthew
            Digital Mining, Inc.J. Smith
Comapany
March      NameStronghold Digital Mining, Inc.
       29, 2024
March3 29, 2024 Page 3
Page
FirstName LastName
                Please expand on how the variable cost-of-power fee is
calculated. Specifically,
              please tell us whether the cost-of-power fee is directly tied to
the energy used by the
              bitcoin mining machine being hosted by the company. In that
regard, we note your
              disclosure on page 62 that under your hosting agreement with
Canaan you receive
              payment equal to 55% of the net cost of power of the Company   s
Panther Creek
              Plant. However, it is unclear how the cost of power of the
Panther Creek Plant is tied
              to power used to operate the hosted mining machines.
                We note your response that your only performance obligation
under your hosting
              agreements is to provide hosting services. We further note that
hosting services is
              comprised of an obligation to supply electrical power, internet
access, racking
              infrastructure, general maintenance and operations, ambient
cooling and miner
              reboots. Please tell us how you considered the guidance in ASC
Topic 606-10-25-21
              in concluding that all the services provided under your hosting
agreements should be
              combined into a single performance obligation, and explain how
your customer
              benefits from power and internet services without the other
services in the hosting
              agreements. In your response please provide a separate discussion
of you how
              applied the guidance to each of the six services mentioned above.
                Please clarify for us whether you maintain possession of the
hosted mining machines
              if the hosting agreement is not renewed at the end of its term.
                Please explain how you obtain possession of the bitcoin miners
subject to the hosting
              agreement and whether the bitcoin miners are initially purchased
by you and
              subsequently hosted after purchase. In that regard, we note your
disclosure on page
              62 that you purchased 2,000 bitcoin miners from Canaan on July
19, 2023 and
              subsequently amended the terms of your Canaan Bitcoin Mining
Agreement to add
              the newly acquired miners under the same terms of the original
agreement.
                Given an initial term of 24 months, which cannot be terminated
at any time without
              penalty, please provided your analysis supporting your revenue
recognition policy for
              your portion of the mined cryptocurrency. In this regard, we note
that the guidance in
              examples 1 and 2 of Questions 7 and 8 of the FASB Revenue
Recognition Q&A's
              refers to a contract that can be terminated at any time without
penalty. In your
              response, please clarify how you were able to conclude the mining
portion of the
              hosting agreement continuously renews throughout the day despite
the fact that it
              cannot be terminated without penalty. Your response should also
address why you
              believe noncash consideration should not be valued at contract
inception and the
              guidance you relied on to support your conclusion.
                We note your response that the consideration received under
your hosting agreements
              is variable. Please tell us whether any or all of the variable
consideration received is
              constrained. Please provide a discussion of how you applied the
guidance of ASC
              Topic 606-10-32-11 through 606-10-32-13 in your response.
                Your response indicates that the customer determines the mining
pool to which the
              hosted miners' hash power will be directed. Please confirm for us
whether the hosted
              miners will operate under your agreements with mining pool
operators or whether
              there are separate agreements between your hosting customers and
the mining pool
 Matthew J. Smith
Stronghold Digital Mining, Inc.
March 29, 2024
Page 4
              operators.
                Please confirm whether you recognize each of your variable
cost-of-power fee and
              your portion of the mined cryptocurrencies under your hosting
arrangements on a
              gross or net basis, and provide your analysis of whether you are
the principal or the
              agent in transactions between your hosting customers and the
mining pool operators.
Form 8-K, Furnished November 14, 2023

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

4.       We continue to evaluate your response to prior comment 5.
       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
March 29, 2024 Page 4                                          Office of Crypto
Assets
FirstName LastName