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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