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January 12, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4628

Attention:        Craig Arakawa, Accounting Branch Chief

George K. Schuler, Mining Engineer

Office of Energy & Transportation

Re: Smart Sand, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2022 Filed February 28, 2023

File No. 001-37936

Dear Messrs. Arakawa and Schuler:

Set forth below are the responses of Smart Sand, Inc., a Delaware corporation (the “Company,” “we” or “our”), to the comment letter received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated December 12, 2023 with respect to the Company’s Annual Report on Form 10-K, File No. 001-37936, filed with the Commission on February 28, 2023 (the “Form 10-K”).

For your convenience, each response is prefaced by the exact text of the Staff’s comment in bold, italicized text.

Securities and Exchange Commission

January 12, 2024

Page 2

Form 10-K

Properties, page 40

1.The summary disclosures should encompass all your properties, including both material and non-material properties, and should appear in advance of and incremental to, the individual property disclosures. The requirements for individual property disclosures are more extensive and detailed in comparison and are applicable for material properties, as determined pursuant to Item 1301 of Regulation S-K. For example, the summary disclosures should describe the locations of each operating, development, and exploration property to comply with Item 1303(b)(2)(ii)(A); while the individual property disclosures should include comparable details along with a map for each property, showing its particular location, that is accurate to within one mile, using an easily recognizable coordinate system, to comply with Item 1304(b)(1)(i). Please revise your filing to include and differentiate between the summary and individual property disclosures to comply with the aforementioned guidance.

Response:  We acknowledge the Staff’s comment and respectfully advise the Staff that in future filings our summary disclosure will encompass all our properties, including both material and non-material properties, and will appear in advance of and incremental to, the individual property disclosures. Such disclosure will include all of our operating and exploration properties. We confirm that we do not own any development properties.

Annex A hereto reflects an example of the revised disclosure that we will include in future filings which includes and differentiates between the summary and individual property disclosures, in compliance with the aforementioned guidance. Please note that such example disclosure is based on the prior year’s information and will be updated in future filings with current information.

2.Please revise your filing to report each individual property’s production by product as required by Item 1303(b)(2)(i) of Regulation S-K.

Response: We acknowledge the Staff’s comment and will report each individual property’s production by product in future filings, as required by Item 1303(b)(2)(i) of Regulation S-K.

Annex A hereto reflects an example of the revised disclosure that we will include in future filings which includes production by product, in compliance with the aforementioned guidance. Please note that such example disclosure is based on the prior year’s information and will be updated in future filings with current information.

3.Your resource/reserve disclosures in this section are disclosed as the sum of your proven and probable reserves and/or measured/indicated/inferred resources. Please revise your filing and disclose your proven reserves separate from your probable reserves and your measured resources separate from your indicated resources and separate from your inferred resources. See Item 1303(b)(3) of Regulation S-K.

Response: We acknowledge the Staff’s comment and will disclose our proven reserves separate from our probable reserves and our measured resources separate from our

Securities and Exchange Commission

January 12, 2024

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indicated resources in future filings. We confirm that we do not have any inferred resources.

Annex A hereto reflects an example of the revised disclosure that we will include in future filings which includes separate disclosures for proven and probable reserves and measured and indicated resources, in compliance with the aforementioned guidance. Please note that such example disclosure is based on the prior year’s information and will be updated in future filings with current information.

4.Please modify your filing here to state the book value of your material properties as required by Item 1304(b)(2)(iii) of Regulation S-K.

Response: We acknowledge the Staff’s comment and will state the book value of our material properties as required by Item 1304(b)(2)(iii) of Regulation S-K in future filings.

Annex A hereto reflects an example of the revised disclosure that we will include in future filings which includes disclosure of the book value of our material properties, in compliance with the aforementioned guidance. The total net book value of the Oakdale, Utica and Blair facility’s real property and tangible assets as of December 31, 2022 was $124.4 million, $37.3 million and $6.5 million, respectively. Please note that such example disclosure is based on the prior year’s information and will be updated in future filings with current information.

5.Please modify your filing and provide a reconciliation of your resources/reserves as reported this year to last year, as required by Item 1303(e) of Regulation S-K.

Response: We acknowledge the Staff’s comment and will provide a reconciliation of our resources/reserves as reported year-to-year as required by Item 1303(e) of Regulation S-K in future filings.

Annex A hereto reflects an example of the revised disclosure that we will include in future filings which includes a reconciliation of our resources/reserves as reported year-to-year, in compliance with the aforementioned guidance. All changes in volumes reported from 2021 to 2022 were due to extraction. Please note that such example disclosure is based on the prior year’s information and will be updated in future filings with current information.

Exhibits 10.25, 10.26, 10.27 & 10.28

Geology Section 4, page E-1

6.Please modify your filings and insure you have provided at least one cross-section and one stratigraphic column of the local geology as required by Item 601(b)(96)(iii)(B)(6)(iii) of Regulation S-K.

Response:  We acknowledge the Staff’s comment. Following consultation with our independent reserve engineers, John T. Boyd, we believe that the geologic descriptions in each of the technical report summaries (“TRSs”) provide the reader with a clear understanding of the deposit geology at each of the subject properties. The mineable units

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January 12, 2024

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at each property occur as thick, flat-lying sandstone layers that occur at or immediately below the Earth’s surface. We believe that cross-sections (which, graphically, would consist of nearly parallel horizontal lines defining the top and bottom of the depth of the drilled stratigraphic unit(s)) would not provide any additional material information not already presented in textual form. Likewise, we respectfully refer the SEC to the descriptions and figures of local stratigraphy provided in Chapter 4 of each TRS.

Exhibits 10.25, 10.26, 10.27 & 10.28

Geology Section 4, page E-1

7.We reviewed the Mineral Processing and Metallurgical testing section of your technical report summary. Please modify your filing and include the qualified person’s opinion on the adequacy of the metallurgical test data as required by Item 601(b)(96)(iii)(B)(10)(v) of Regulation S-K.

Response: We acknowledge the Staff’s comment. Following consultation with our independent reserve engineers, John T. Boyd, we respectfully refer the Staff to Section 5.4 (“Data Verification”) of each TRS, in which we provide our overall conclusions on the adequacy of quality testing (i.e., the equivalent of “metallurgical testing” for frac sand) data.

Exhibits 10.25, 10.26, 10.27 & 10.28

Market Analysis Section 10, page E-3

8.Please modify your filing to describe your individual salable product specifications and present the 5-year historic prices along with your forecast pricing. See Item 601(b)(96)(iii)(B)(16)(i) of Regulation S-K.

Response: We acknowledge the Staff’s comment. Following consultation with our independent reserve engineers, John T. Boyd, we respectfully advise the Staff that frac sand product specifications are primarily based on grain size distributions (i.e., mesh size), and we believe that we have adequately described the frac sand product size available for production and sale at each property by describing the in-place (i.e., geologic) distribution of sand grain sizes, reporting frac sand resources and reserves by product size, and providing historical and forecasted sales by product size. We do not believe that 601(b)(96)(iii)(B)(16)(i) requires presentation of 5-year historic prices along with our forecast pricing.

Exhibit 10.25 Oakdale

Projected Sales Revenues, Production Costs, and Capex Section 1, page E-4

9.We note the totals found in Table 1.10 do not correspond to the totals found in Table 12.3. Please review and modify your filing to correct this variance.

Response: We acknowledge the Staff’s comment and will file a new TRS that corrects the variance between tables 1.10 and 12.3 in our next annual report.

Securities and Exchange Commission

January 12, 2024

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Exhibit 10.27 Auburn & Hixton

New Auburn Mine Section 3, page E-5

10.Please modify your filing and locate your property within one-mile using an easily recognizable coordinate system as required by Item 601(b)(96)(iii)(B)(3)(i) of Regulation S-K.

Response: We acknowledge the Staff’s comment and in future filings will update our maps to locate our property within one-mile using an easily recognizable coordinate system as required by Item 601(b)(96)(iii)(B)(3)(i) of Regulation S-K.

Sand Quality Section 3

Prior Exploration Data Section 3, page E-6

11.Please modify your filing and provide the opinion of the qualified person regarding the adequacy of the sample preparation, security, and analytical procedures as required by Item 601(b)(96)(iii)(B)(8)(iv) of Regulation S-K.

Response: We acknowledge the Staff’s comment. Following consultation with our independent reserve engineers, John T. Boyd, we believe that Section 5.4 of each TRS is responsive to Item 601 (b)(96)(iii)(B)(8)(iv) of Regulation S-K.

Exhibit 10.27 Auburn & Hixton

Sand Quality Section 3, page E-7

12.Please modify your filing and provide the qualified person’s opinion regarding the adequacy of the data and verification procedures for the purposes of the technical report summary as required the by Item 601(B)(96)(iii)(b)(9)(iii) of Regulation S-K.

Response: We acknowledge the Staff’s comment. Following consultation with our independent reserve engineers, John T. Boyd, we believe that Section 5.4 of each TRS is responsive to Item 601 (b)(96)(iii)(b)(9)(iii) of Regulation S-K.

Exhibit 10.27 Auburn & Hixton

Resource Estimate and Classification Section 3, page E-8

13.We note your resource estimates do not disclose any economic information in this section and elsewhere in your filing. Please modify your filing and demonstrate your resource estimates are economic by disclosing the required modifying factors, specifically the current or updated commodity prices, operating costs, along with the estimated mining and metallurgical recoveries or remove your resource estimates from your filing. See Item 601(b)(96)(iii)(B)(11)(ii) & (iii).

Response: We acknowledge the Staff’s comment. Following consultation with our independent reserve engineers, John T. Boyd, we respectfully refer the Staff to page 2 of the TRS where we describe the reclassification of the mineral resources, which were formerly reported as mineral reserves, due to the “current challenging economic climate

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January 12, 2024

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pertaining to demand and pricing for the products produced at these sites” and “this classification is based solely on the current and short-term future projections of market conditions.” We believe the mineral resource’s reasonable prospects for economic extraction are demonstrated by: (1) the mineral resource’s former classification as a mineral reserve, (2) the New Auburn property’s history of commercial operation, and (3) the Hixton property’s similarity, in terms of geology and location, to the New Auburn property.

*  *  *  *  *

Please direct any questions or comments regarding the foregoing to our counsel at Latham & Watkins LLP, Ryan J. Lynch, at (713) 546-7404.

Very truly yours,

Smart Sand, Inc.

/s/ Lee E. Beckelman

Lee E. Beckelman

Chief Financial Officer

Cc:       Ryan J. Maierson, Latham & Watkins LLP

Ryan J. Lynch, Latham & Watkins LLP

Securities and Exchange Commission

January 12, 2024

Page 7

ANNEX A

Overview of our Properties and Logistics

As of December 31, 2022, we owned and operated two owned frac sand mines and related processing facilities in Oakdale, Wisconsin and Utica, Illinois. Also, in addition to the onsite transloading capabilities at our Oakdale mine, we have nearby transloading facilities to each of our mines and three leased in-basin transload facilities in Van Hook, North Dakota, Waynesburg, Pennsylvania, and El Reno, Oklahoma.

On March 4, 2022, we entered into the Purchase Agreement with HCR and Blair, pursuant to which the Company acquired all of the issued and outstanding limited liability company interests of Blair from HCR for aggregate cash consideration of approximately $6.5 million, subject to customary purchase price adjustments as set forth in the Purchase Agreement. Entities affiliated with Clearlake Capital (“Clearlake”), who collectively own approximately 11% of the Company’s outstanding common stock, as of December 31, 2022 also own a significant portion of the outstanding common stock of HCR, and representatives of Clearlake serve on our board of directors and HCR’s board of directors.

The primary assets of Blair consist of an idle frac sand mine and related processing facility located in Blair, Wisconsin. The Blair facility has approximately 2.9 million tons of total annual processing capacity and contains an onsite, unit train capable rail terminal with access to the Class 1 Canadian National Railway. The Blair mine was not operational in 2022, but we expect to bring on the Blair facility in the second quarter of 2023.

In addition to these currently operating facilities, we also acquired an idled mine and processing facility in New Auburn, Wisconsin as part of the Eagle Proppants Holdings acquisition in 2020, which contains a higher concentration of coarser sand deposits. We have no immediate plans to resume processing frac sand operations at this facility, though its administrative facilities and proximity to our Oakdale facility allow us to utilize the property to create synergies with our existing operations in Wisconsin.

We also own approximately 959 acres in Jackson County, Wisconsin (“Hixton”). The Hixton site is fully permitted to initiate operations and is available for future development. As of December 31, 2022, our Hixton site had approximately 141 million tons of measured resources. We have no immediate plans to further develop this site.

We have two long-term surface mining leases for properties located in the Permian Basin in Texas that are available for future development.  The first site consists of 1,772 acres in Winkler County, Texas.  This location is adjacent to the Texas & New Mexico Railwa