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                            April 23, 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 8-K, Furnished
November 14, 2023
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2023
                                                            File No. 001-40931

       Dear Matthew J. Smith:

              We have reviewed your April 5, 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 March 29,
       2024 letter.

       Form 8-K, Furnished November 14, 2023

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

   1.                                                   We continue to evaluate
your response to prior comment 5 of our February 21, 2024 letter.
 Matthew J. Smith
FirstName
StrongholdLastNameMatthew
             Digital Mining, Inc.J. Smith
Comapany
April       NameStronghold Digital Mining, Inc.
       23, 2024
April 223, 2024 Page 2
Page
FirstName LastName
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
Crytocurrency Hosting Revenue, page 94

2.       In your response to prior comment 4 in your letter dated March 6,
2024, you state that
         your hosting agreements do not qualify as a lease of the mining
machines by the
         counterparty to you because the contracts do not convey to you the
right to control the use
         of the bitcoin miners. Please provide a comprehensive accounting
analysis with specific
         citation to ASC 842 supporting your determination that the hosting
agreements do not
         convey to you the right to control the miners you host. Your analysis
should include a
         discussion of how you applied the guidance in ASC Topic 842-10-15-4
through 15-8 as
         well as ASC Topic 842-10-15-17 through 15-26. It should also include
specific references
         to, and your accounting analysis of, all sections of the hosting
agreements that are relevant
         to the lease determination.
3.       Please also provide us with an analysis detailing whether your hosting
agreements include
         a lease by you to the hosting agreement counterparty of the rack space
you use for the
         mining machines covered by the agreement. In your response, please
tell us how you
         applied the guidance in ASC Topic 842-10-15-4 through 15-8 as well as
ASC Topic 842-
         10-15-17 through 15-26. It should also include specific references to,
and your accounting
         analysis of, all sections of the hosting agreements that are relevant
to the lease
         determination.
4.       Please provide a comprehensive accounting analysis of your hosting
agreements that
         addresses each of the five steps outlined in ASC 606-10-05-4. Please
ensure that analysis
         addresses, but is not limited to, the following:
             If your hosting agreement contains a lease, provide your analysis
of the separation
             guidance in ASC 606-10-15-4.
             With regards to step one in ASC 606-10-05-4:
               o  Expand your analysis to more fully address ASC 606-10-25-1
through 25-9.
               o  Tell us your consideration of whether the hosting agreements
and the mining
                  pool operator agreements should be combined under ASC
606-10-25-9. In your
                  response, clarify for us whether mining activities under the
Cantaloupe hosting
                  agreement are directed towards a Cantaloupe operated mining
pool. In that
                  regard, we note that section 3.2 of the Cantaloupe hosting
agreement indicates
                  that Cantaloupe, through its mining pool, shall send earned
rewards on a daily
                  basis to a pool subaccount as bitcoins are mined by the
bitcoin miners.
               o  More clearly articulate the termination rights of each party
to the hosting
                  agreement, citing applicable agreement sections, including
whether the
                  agreement can be terminated or modified by either party at
any time and
                  whether the ASC 606 customer has the unilateral enforceable
right to terminate
                  a wholly unperformed contract without compensating the other
party (or
 Matthew J. Smith
Stronghold Digital Mining, Inc.
April 23, 2024
Page 3

                   parties). See, e.g., ASC 606-10-25-3 and 25-4.
                 o In your response to prior comment 4 in your letter dated
March 6, 2024, you
                   state that the hosting customer has the right, in its sole
discretion, to request that
                   you suspend the operation of all or any of the Bitcoin
miners. Please tell us
                   where this right is located in your hosting agreements.
Additionally, please tell
                   us whether you believe this right is the equivalent of a
termination right.
                o  You have told us the agreements may not be terminated by
your customer
                   without penalty until the end of the 24-month term. Please
describe the penalty
                   incurred by early termination and indicate the appropriate
sections of the
                   contract that discuss the termination penalty.
                o  Explain how the termination rights in the agreement inform
your determination
                   of the duration of the contract for purposes of ASC 606 and
its inception. See,
                   e.g., ASC 606-10-25-4.
                With regards to step two in ASC 606-10-05-4:
                o  Analyze whether you are the principal or the agent in the
transactions under
                   ASC 606-10-55-36 through 55-40. In this regard, we note that
sections 1.3 of
                   the Foundry hosting agreement and section 1.2 of the
Cantaloupe hosting
                   agreement suggest that the hosting customer may control the
hash computations
                   prior to delivery to the mining pool.
                o  Your response to our comment 4 states your determination
that you are the
                   principal in the hash calculation service provided by the
miners you host under
                   the hosting agreement. Please tell us how you are accounting
for the
                   consideration received from the mining pool operators for
the hash calculation
                   service provided by the miners you host. For example, tell
us if you record
                   100% of the bitcoin received from the mining pool operator
for the hash
                   calculation service provided by the miners you host and a
cost of revenues
                   for the portion of such mining revenues retained by your
hosting agreement
                   customers.
                With regards to step three in ASC 606-10-05-4, explain how you
determined the
              transaction price, including whether any consideration is
constrained. We note that
              the hosting agreement specifies payment in cash, the amount of
which varies
              primarily based on electricity usage, and bitcoin, the amount of
which varies based on
              the mine pool operator agreement.

       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
April 23, 2024 Page 3                                            Office of
Crypto Assets
FirstName LastName