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United States securities and exchange commission logo
October 5, 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. 1 to
Registration Statement on Form S-1
Filed August 31,
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.
Unless we note
otherwise, our references to prior comments are to comments in our
September 17, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-1
Risk Factors, page 29
1. We note that your
Second Amended and Restated Certificate of Incorporation and
Amended and Restated
Bylaws contain additional anti-takeover provisions. Please revise
to include risk factor
disclosure regarding the material anti-takeover provisions and the
impact that may have on
investors in the offering.
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Segment Results, page 93
2. We note the segment
financial tables for the six months ended June 30, 2021 present Net
Operating Income/(Loss)
-- excluding depreciation as the segment measure of profit and
Gregory A. Beard
Stronghold Digital Mining, Inc.
October 5, 2021
Page 2
loss. Considering the segment profitability measure you present in your
financial
statements under ASC 280-10-50-22 is Net Operating Income/Loss, a measure
that
includes depreciation, Net Operating Income/(Loss) -- excluding
depreciation appears to
represent a non-GAAP measure. Please revise to disclose the segment
profitability
measure in conformity with ASC 280. Alternatively, please note that any
additional
segment profitability measures, presented outside your financial
statements and related
footnotes, would be non-GAAP financial measures that could only be
presented to the
extent they are appropriate and their presentation fully complies with
all the requirements
of Regulation G and Item 10(e) of Regulation S-K. See also Questions
104.02 and
104.03 of the Compliance and Disclosure Interpretations on Non-GAAP
Financial
Measures.
Notes to Audited Combined Financial Statements December 31, 2020 and 2019
Note 2. Significant Accounting Policies
Segment Reporting, page F-52
3. We note your response to prior comment 10. Please reconcile your segment
measure of
profit or loss (Net Operating Income/(Loss)) to your consolidated income
before income
taxes. Please note that the reconciliation also applies to the interim
financial
statements. Refer to ASC 280-10- 50-30(b) and 32(f).
You may contact Joseph Cascarano, Senior Staff Accountant, at (202)
551-3379 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 5, 2021 Page 2
cc: Shelley Barber
FirstName LastName