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United States securities and exchange commission logo
February 21, 2024
Matthew J. Smith
Chief Financial Officer
Stronghold Digital Mining, Inc.
595 Madison Avenue, 28th Floor
New York, NY 10022
Re:Stronghold Digital Mining, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Form 10-Q for the Quarterly Period Ended September 30, 2023
Form 8-K, Furnished November 14, 2023
File No. 001-40931
Dear Matthew J. Smith:
            We have reviewed your October 5, 2023 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our September 21,
2023 letter.
Form 10-K for the Fiscal Year Ended December 31, 2022
Notes to Consolidated Financial Statements
Note 2 - Nature of Operations and Significant Accounting Policies
Digital Currencies, page 90
1.We note your response to prior comment 3 regarding your current asset classification.
Please revise your policy disclosure to be consistent with your response including that you
reasonably expect to realize/sell within a year.
Revenue Recognition - Bitcoin Mining, page 95
2.We acknowledge your response to our comments 8 and 9.  Please respond to the following
comments, and, where applicable, provide draft disclosure to be included in future

 FirstName LastNameMatthew J. Smith
 Comapany NameStronghold Digital Mining, Inc.
 February 21, 2024 Page 2
 FirstName LastNameMatthew J. Smith
Stronghold Digital Mining, Inc.
February 21, 2024
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periodic reports:
•You disclose that you participate in digital asset mining pool, but your response was
specific to your agreement with Foundry.  Please confirm whether you participate in
additional mining pools, and, if so, tell us and revise future reports to disclose the
payout methodology (Full Pay Per Share or otherwise) used by those pools and the
proportion of revenue recognized in the years ended December 31, 2021 and 2022
and the nine month period ended September 30, 2023 under each payout
methodology.
•Your response states that your contracts with the mining pool is terminable at any
time by either party without penalty.  Please revise your disclosure in future periodic
reports to add that the contracts may be terminated without penalty.
•In your Step 1 analysis, you determined that your contract term does not extend
beyond the period that can be cancelled without penalty, and that the contract
provides the option to renew for successive terms.  Given your response that your
contract may be terminated at any time without penalty, tell us your consideration of
whether the contract term is for less than 24 hours, and that the contract continually
renews throughout the period you provide "computing power". Refer to examples 1
and 2 of question 7 and question 8 of the FASB Revenue Recognition
Implementation Guide Q&As. If you agree that the term is less than 24 hours and the
contract continually renews, please revise to disclose in future periodic reports.
•Please revise your disclosure to indicate that the customer’s renewal option does not
represent a material right because the terms are offered at the standalone selling price
of computing power, consistent with your analysis of Step 1 in your response.
•In your Step 2 analysis, you state that the provision of "computing power" is your
only performance obligation.  Your disclosure on page 95 of your 10-K describes
"providing cryptocurrency mining computing power in digital asset transaction
verification services".  Tell us your consideration of disclosing your performance
obligation as "performing hash computations for the mining pool operator,” or
something similar to more precisely and closely align with the promise in your
contracts.
•You disclose, and your response indicates, that you are entitled to a fractional share
of the fixed cryptocurrency award the mining pool operator receives. We note in
Sections 9.a.i. and 9.b. of the Foundry agreement provided as Exhibit A that the
payment is based on the expected value from the block reward plus the transaction
fee, and that the user is entitled to compensation regardless of whether the Pool
successfully records a block to the Bitcoin blockchain. Please confirm for us whether
you are entitled to compensation only if the mining pool receives a block award for
successfully placing a block on the blockchain, and revise your disclosure in future
periodic reports accordingly.
•In your Step 3 analysis you state that your share of the digital currency award is not
known until the algorithm is solved because your reward is based on your
proportionate share of the total computing power provided to the mining pool in a
given successful transaction. As a result, you have concluded that consideration

 FirstName LastNameMatthew J. Smith
 Comapany NameStronghold Digital Mining, Inc.
 February 21, 2024 Page 3
 FirstName LastNameMatthew J. Smith
Stronghold Digital Mining, Inc.
February 21, 2024
Page 3
should be constrained. However, as noted above, in your arrangement with Foundry it
appears that you receive consideration regardless of whether the pool successfully
solves the algorithm. As such, with respect to your participation in the pool managed
by Foundry (and any other FPPS pools), explain to us why the block reward portion
of the consideration cannot be reasonably estimated (and should be fully constrained)
if network difficulty changes about every two weeks, block rewards change about
every four years, and contract duration is one day or less. In this regard, it appears for
FPPS contracts that the only variable at contract inception is the number of hashes
you will perform, which is wholly in your control and would appear to be reasonably
estimable.
•For each of the payment mechanisms that your mining pool agreements utilize (the
Full Pay Per Share (FPPS) payout method or otherwise), please summarize for us the
nature of each component of your consideration (i.e., network block subsidies,
network transaction fees, and pool operating fees). For example, if true, disclose that
network block subsidies are based on the total amount of block subsidies that are
expected to be generated on the bitcoin network as a whole during the 24-hour period
beginning at midnight UTC daily (i.e., the measurement period), regardless of
whether the mining pool operator successfully records a block to the blockchain,
while network transaction fees are based on the total amount of transaction fees and
block rewards that are actually generated on the blockchain network as a whole
during the measurement period. Include this disclosure in future periodic reports.
•In your response, you state that you measure the bitcoin received as non-cash
consideration using the closing price on the date of receipt from your principal
market. However, as noted in your response, ASC Topic 606-10-32-21 requires
noncash consideration to be measured at contract inception.  Please revise your policy
to be consistent with GAAP.  In your revised disclosure, please clarify the price you
will use to value noncash consideration (e.g. price at beginning of the day of contract
inception, end of day of contract inception, simple average of price throughout the
day of contract inception etc.) Also clarify in the revised disclosure that revenue is
recognized on the same day that control of the contracted service transfers to the
mining pool, which is the same day as contract inception.
•We note your statement that the difference in fair values between contract inception
and the closing price on the date of receipt, which is the day after contract inception,
would have impacted revenues by an immaterial amount in 2022. Provide us your
materiality analyses under SAB 99 and SAB 108 supporting your determination that
the difference in fair values did not impact revenues by a material amount for fiscal
years ended December 31, 2021 and 2022, and interim quarterly periods through the
period ended September 30, 2023. In your materiality analyses tell us the time used in
your analysis to obtain the price on the date of contract inception, such as 00:00:00
UTC and the time you consider “closing” on the date of receipt, such as 23:59:59
UTC.
Form 10-Q for the Quarterly Period Ended September 30, 2023

 FirstName LastNameMatthew J. Smith
 Comapany NameStronghold Digital Mining, Inc.
 February 21, 2024 Page 4
 FirstName LastNameMatthew J. Smith
Stronghold Digital Mining, Inc.
February 21, 2024
Page 4
Notes to Condensed Consolidated Financial Statements
Note 2 - Digital Currencies, page 9
3.We note your policy disclosure that you exercise your unconditional option to bypass the
qualitative assessment regarding the existence of impairment for your indefinite-lived
digital currency assets "in any period."  Please revise to clarify that the timing of
when your impairment is assessed is whenever the market price is below the carrying
value.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Canaan Purchase Agreement and Amendment to Canaan Bitcoin Mining Agreement, page 32
4.We acknowledge your response to our comment 11. Please respond to the following:
•Tell us how you determined the term of your hosting agreements, and when you have
determined is the contract inception.
•Describe for us your performance obligations under your hosting agreements, and
your consideration for whether the agreements constitute a lease under ASC 842.
•Explain to us how you determined the transaction price. Describe for us the
settlement terms, and what portions of the transaction price are denominated in fiat or
cryptocurrency.
•Explain to us how you allocate the transaction price between your performance
obligations.
•Tell us whether you recognize revenue over time, or at a point in time, whether any
of the consideration is variable or constrained, and when and under what
circumstances the uncertainties related to those constraints are resolved.
•Tell us where you obtain the spot price used to determine fair value of mined bitcoin
under your hosting agreements, and when you measure fair value. For example,
clarify whether you measure the non-cash consideration at the inception of the
agreement with the hosting customer or on the date the hosting customer mines, or
receives, the bitcoin.
•Tell us whether the hosting contract can be cancelled by the customer at any time
without penalty.
•Provide draft disclosure for future periodic reports expanding the policy disclosures
included in Note 2 to your Form 10-K for the Fiscal Year Ended December 31, 2022.
Form 8-K, Furnished November 14, 2023
Exhibit 99.1
Use and Reconciliation of Non-GAAP Financial Measures, page 13
5.We reviewed your response to prior comment 12 regarding your use of the non-GAAP
measure of Adjusted EBITDA and its adjustments for impairments on digital currencies
and the realized gain on sale of digital currencies. It remains unclear to us how you
determined these non-GAAP adjustments are not normal recurring operation charges.

 FirstName LastNameMatthew J. Smith
 Comapany NameStronghold Digital Mining, Inc.
 February 21, 2024 Page 5
 FirstName LastName
Matthew J. Smith
Stronghold Digital Mining, Inc.
February 21, 2024
Page 5
Please advise or revise for the following:
•Tell us why you believe that adjusting for impairment of, and the realized gain on
sale of, digital assets provides useful information to investors given that you use your
digital assets to, in part, fund your operations, measurement of the fair value of such
assets is normal and recurring, and also considering the recurring nature of this
activity. As noted in your response, these items are currently normal and recurring,
and you disclose on pages 15, 34 and 61 of your 10-K that your future success and
operating results depend on the value of crypto assets that may be subject to pricing
risk and have historically fluctuated, and the future value of Bitcoin will impact your
operating revenue. We also note from your disclosure in footnote 2 on page 91 of the
10-K that you have incurred these charges in each of the last three fiscal years.
•Tell us how you considered Question 100.01 of the Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures with respect to your Adjusted
EBITDA measure. Specifically, tell us how you considered whether the impairment
charges and realized gains excluded from Adjusted EBITDA are normal recurring
items necessary to operate your business.
            Please contact Rolf Sundwall at 202-551-3105 or Bonnie Baynes at 202-551-4924 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets