United States securities and exchange commission logo

                             December 13, 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.
                                                            Amendment No. 1 to
Form S-1 Registration Statement on
                                                            Form S-3
Registration Statement
                                                            Filed November 23,
                                                            File No. 333-267869

       Dear Gregory A. Beard:

             We have reviewed your amended registration statement and have the
       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

              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
October 27, 2022 letter.

       Amendment No. 1 to Form S-1 on Form S-3 Registration Statement Filed
November 23, 2022


   1.                                                   With a view towards
revised disclosure, advise whether you are dependent on any
                                                        platform to liquidate
your bitcoin or convert it into fiat currency. Address the company's
                                                        reliance on any such
platform. Additionally, please discuss how recent market events,
                                                        including the
bankruptcies of certain crypto market participants, and the downstream
                                                        effects of those events
have impacted or may impact your business, service providers,
                                                        counterparties and
market in which you operate, either directly or indirectly. For
                                                        example, discuss the
potential impact of the platform limiting its services as a result of
                                                        these events.
 Gregory A. Beard
StrongholdLastNameGregory    A. Beard
           Digital Mining, Inc.
December  NameStronghold
              2022          Digital Mining, Inc.
Page 2    13, 2022 Page 2
FirstName LastName
2.       We note your response to prior comment 2. In light of the "depressed
Bitcoin mining
         economics" you describe in your most recent quarterly report, please
provide the data that
         supports your statement that you are able to "produce Bitcoin at a
cost that we believe is
         attractive versus the price of Bitcoin, and generally below the
prevailing market price of
         power that many of our peers must pay." In this regard, revise your
disclosure to include
         a    breakeven analysis    comparing the value of one mined Bitcoin to
your cost to mine the
         one Bitcoin. Your analysis should identify and explain the inputs used
in your
3.       Describe any material risks to your business from the possibility of
         developments related to crypto assets and crypto asset markets.
Identify material pending
         crypto legislation or regulation and describe any material effects it
may have on your
         business, financial condition, and results of operations.
Additionally, with a view towards
         revised disclosure, advise whether there are any material risks to the
Company   s business
         in connection with the recent enactment of legislation in New York
establishing a two-
         year moratorium on issuing permits for certain cryptocurrency mining
operations that use
         carbon-based power sources or the possibility of similar laws being
enacted in the United
4.       We note that on November 30, 2022, you were notified by Nasdaq that
the Company is
         not in compliance with the minimum bid price requirements for
continued listing on The
         Nasdaq Global Market. Please include a recent development section in
your prospectus
         summary to disclose the Nasdaq notification letter and the impact on
your Company if
         you are unable to regain compliance. Additionally, to the extent
material, describe any of
         the following risks due to disruptions in the crypto asset markets:

                Risk from depreciation in your stock price.

                Risk of loss of customer demand for your products and services.

                Financing risk, including equity and debt financing.

                Risk of increased losses or impairments in your investments or
other assets.

                Risks of legal proceedings and government investigations,
pending or known to be
              threatened, in the United States or in other jurisdictions
against you or your affiliates.

                Risks from price declines or price volatility of crypto assets.
5.       You disclose certain risks associated with the potential compromise of
the private keys
         used to store crypto assets held for your own account or for that of
your customers on
         page 34 of your annual report on Form 10-K. With a view towards
revised disclosure,
         please clarify whether, with respect to your hosting services or other
activities, you hold
         or otherwise store crypto assets for your customers. If material to an
understanding of
         your business, discuss any steps you take to safeguard your customers
  crypto assets and
 Gregory A. Beard
Stronghold Digital Mining, Inc.
December 13, 2022
Page 3
       describe any policies and procedures that are in place to prevent
self-dealing and other
       potential conflicts of interest. Describe any policies and procedures
you have regarding
       the commingling of assets, including customer assets, your assets, and
those of affiliates
       or others. Identify what material changes, if any, have been made to
your processes in
       light of the current crypto asset market disruption. Describe any
material risks related to
       safeguarding your, your affiliates   , or your customers    crypto
assets. Describe any
       material risks to your business and financial condition if your policies
and procedures
       surrounding the safeguarding of crypto assets, conflicts of interest, or
comingling of assets
       are not effective.

6.     Please have counsel revise its legal opinion to address the securities
being registered on
       your Form S-3 registration statement.
        Please contact Patrick Faller, Staff Attorney at (202) 551-4438 or
Larry Spirgel, Office
Chief, at (202) 551-3815 with any questions.

FirstName LastNameGregory A. Beard
                                                             Division of
Corporation Finance
Comapany NameStronghold Digital Mining, Inc.
                                                             Office of
December 13, 2022 Page 3
cc:       Daniel LeBey
FirstName LastName