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United States securities and exchange commission logo
October 27, 2022
Gregory A. Beard
Chief Executive Officer and Co-Chairman
Stronghold Digital Mining, Inc.
595 Madison Avenue, 28th Floor
New York, New York 10022
Re: Stronghold Digital
Mining, Inc.
Registration
Statement on Form S-1
Filed October 13,
2022
File No. 333-267869
Dear Gregory A. Beard:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Registration Statement on Form S-1 Filed October 13, 2022
General
1. We note that during
your most recent earnings call on August 16, 2022, management
discussed how the
company is expected to "largely focus on selling power to the grid" in
the near term and
explained how the power business is critical to your company.
Management also stated
it is highly probable that a "meaningful portion" of your power
generation will be
allocated to selling power to the grid regardless of the company's hash
rate capacity. However,
you state that the company is "currently focused on mining
Bitcoin" on page 1 of
your registration statement and make similar disclosures on page 6.
With a view towards
revised disclosure, please advise whether your registration
statement should be
modified to reflect your recent focus on energy production and sales.
If so, address how any
changes to your operations are expected to impact the company's
Gregory A. Beard
Stronghold Digital Mining, Inc.
October 27, 2022
Page 2
focus on Bitcoin mining in the short and long term and if there are
additional legal or
business risks to the company resulting from your expanded energy
production. Make
appropriate updates to your disclosures to reflect any material
transition in your business
strategy.
Prospectus Summary, page 1
2. You disclose that owning your power source "helps us to produce Bitcoin
at one of the
lowest prices among our publicly traded peers." Revise your disclosure
to identify your
peer set and provide the basis for your statement that you produce
Bitcoin at one of the
lowest prices among your peers. Advise how you determined your peer set
and whether
any companies meeting any selection criteria were otherwise excluded.
Recent Developments, page 6
3. Please include a summary paragraph introducing your recent developments
that explains
why management restructured the company's debt, agreed to sell a large
portion of its
bitcoin miners, and terminated its data center hosting agreement, among
other things.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Patrick Faller, Staff Attorney at (202) 551-4438 or
Larry Spirgel, Office
Chief, at (202) 551-3815 with any questions.
Sincerely,
FirstName LastNameGregory A. Beard
Division of
Corporation Finance
Comapany NameStronghold Digital Mining, Inc.
Office of
Technology
October 27, 2022 Page 2
cc: Daniel LeBey
FirstName LastName