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    October 5, 2023

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Crypto Assets

    100 F Street, N.E.

    Washington, D.C.  20549-3561

    Attention: Rolf Sundwall and Bonnie Baynes

    Re: Stronghold Digital Mining, Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2022

    Filed April 3, 2023

    Form 10-Q for the Quarterly Period Ended June 30, 2023

    Filed August 11, 2023

    Form 8-K, Furnished August 10, 2023

    File No. 001-40931

    Ladies and Gentlemen:

    Set forth below are the responses of Stronghold Digital Mining, Inc. (the “Company,” “we,”

      “us” or “our”) to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated September 21, 2023, with respect to Form 10-K for the Fiscal Year Ended
      December 31, 2022 (“Form 10-K”), Form 10-Q for the Quarterly Period Ended June 30, 2023 (“Form 10-Q”) and Form 8-K Furnished
      August 10, 2023 (“Form 8-K”).

    For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. Capitalized terms used in this response letter, but not defined
      herein, have the meanings given to them in the Form 10-K.

    Form 10-K for the Fiscal Year Ended December 31, 2022

    Management's Discussion and Analysis of Financial Condition and Results of Operations

    Results of Operations, page 71

              1.

              We note the disclosure in your September 6, 2023 press release of your hashrate capacity and the items impacting the changes in your hashrate. In future filings, please expand your
                  discussion to explain the interrelationships between the bitcoin price, the size of the computing power on the bitcoin network (hash rate), the difficulty, halvening, and the mining rewards and fees and revenues. Consider including, if
                  applicable, a discussion regarding your daily average GPUs and their average hashrate and difficulty for each of the periods presented. Refer to Item 303(a) of Regulation S-K and SEC Release No. 33-10751.

    RESPONSE:  We note the Staff’s comment and respectfully direct the Staff to the following excerpt on pages 32-34 of Management’s Discussion and Analysis of Financial Condition
        and Results of Operations in our most recent Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, under the headings “Trends and Other Factors Impacting Our Performance – Bitcoin Adoption and Network Hash Rate and Hash
      Price,” which we believe explain the interrelationships between Bitcoin price, network hash rate, mining difficulty, the upcoming halving, and mining rewards, transaction fees, and revenues. We will consider expanding this disclosure in future
      filings. We do not use GPUs to mine for Bitcoin.

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    “Trends and Other Factors Impacting Our Performance

    General Digital Asset Market Conditions

    The market price of Bitcoin has historically and recently been volatile. For example, the price of Bitcoin ranged from a low of approximately $15,000 to a high of approximately $48,000 during 2022 and has ranged from
      approximately $17,000 to approximately $31,000 year-to-date as of August 7, 2023. During 2022 and more recently in 2023, a number of companies in the crypto assets industry have declared bankruptcy, including, but not limited to, Core Scientific,
      Celsius Network LLC, Voyager Digital, Three Arrows Capital, BlockFi, FTX Trading Ltd., and Genesis Holdco. Such bankruptcies have contributed, at least in part, to further price decreases in Bitcoin, a loss of confidence in the participants of the
      digital asset ecosystem and negative publicity surrounding digital assets more broadly. To date, aside from the general decrease in the price of Bitcoin and in our and our peers stock price that may be indirectly attributable to the bankruptcies in
      the crypto assets industry, we have not been indirectly or directly materially impacted by such bankruptcies. As of the date hereof, we have no direct or material contractual relationship with any company in the crypto assets industry that has
      experienced a bankruptcy. Additionally, there has been no impact on our hosting agreement or relationship with Foundry Digital, LLC (“Foundry”) or trading activities conducted with Genesis Global Trading, Inc. (“Genesis Trading”), an entity regulated
      by the New York Department of Financial Services and the SEC, that engages in the trading of our mined Bitcoin. The hosting agreement with Foundry is performing in line with our expectations, and on February 6, 2023, we entered into a new hosting
      agreement to replace the existing hosting agreement with Foundry which, among other things, extended the agreement term to two years with no unilateral early termination option and made amendments to certain profit-sharing components. The recent
      bankruptcy of Genesis Holdco, which is affiliated with the parent entity of Foundry and Genesis Trading, has not materially impacted the original or currently existing hosting arrangement, nor has it impacted trading activities with Genesis Trading.
      Additionally, we have had no direct exposure to Celsius Network LLC, First Republic Bank, FTX Trading Ltd., Signature Bank, Silicon Valley Bank, or Silvergate Capital Corporation. We continue to conduct diligence, including into liquidity or
      insolvency issues, on third parties in the crypto asset space with whom we have potential or ongoing relationships. While we have not been materially impacted by any liquidity or insolvency issues with such third parties to date, there is no
      guarantee that our counterparties will not experience liquidity or insolvency issues in the future.

    We safeguard and keep private our digital assets, including the Bitcoin that we mine, by utilizing storage solutions provided by Anchorage, which requires multi-factor authentication. While we are confident in the
      security of our digital assets held by Anchorage, given the broader market conditions, there can be no assurance that other crypto asset market participants, including Anchorage as our custodian, will not ultimately be impacted. Further, given the
      current conditions in the digital assets ecosystem, we are liquidating our mined Bitcoin often, and generally at multiple points every week through Anchorage. We continue to monitor the digital assets industry as a whole, although it is not possible
      at this time to predict all of the risks stemming from these events that may result to us, our service providers, our counterparties, and the broader industry as a whole. We cannot provide any assurance that we will not be materially impacted in the
      future by bankruptcies of participants in the crypto asset space. See “Risk Factors—Crypto Asset Mining Related Risks—Our crypto assets may be subject to loss, damage, theft or restriction on access. Further, digital
        asset exchanges on which crypto assets trade are relatively new and largely unregulated, and thus may be exposed to fraud and failure. Incorrect or fraudulent cryptocurrency transactions may be irreversible—” in the 2022 Form 10-K filed on
      April 3, 2023, for additional information.

      2

    Bitcoin Price Volatility

    The market price of Bitcoin has historically and recently been volatile. After our initial public offering, the price of Bitcoin dropped over 75%, resulting in an adverse effect on our results of operations, liquidity
      and strategy, and resulting in increased credit pressures on the cryptocurrency industry. Since then, Bitcoin has recovered approximately 100%. Our operating results depend on the value of Bitcoin because it is the only crypto asset we currently
      mine. We cannot accurately predict the future market price of Bitcoin and, as such, we cannot accurately predict potential adverse effects, including whether we will record impairment of the value of our Bitcoin assets. The future value of Bitcoin
      will affect the revenue from our operations, and any future impairment of the value of the Bitcoin we mine and hold for our account would be reported in our consolidated financial statements and results of operations as charges against net income,
      which could have a material adverse effect on the market price for our securities.

    Bitcoin Adoption and Network Hash Rate

    Since its introduction in 2008, Bitcoin has become the leading cryptocurrency based on several measures of adoption: total value of coins in circulation, transactions, and computing power devoted to its protocol. The
      total value of Bitcoin in circulation was approximately $567 billion as of July 27, 2023, over twice that of Ethereum at $228 billion, the second largest cryptocurrency. Bitcoin cumulative transactions have increased from one transaction on January
      7, 2009, to 870 million transactions through July 27, 2023. Transactions in Bitcoin greatly surpassed the approximately 30 million Ethereum transactions through July 27, 2023. As the adoption of Bitcoin has progressed, the computing power devoted to
      mining for it has also increased. This collective computing power is referred to as "network hash rate". Bitcoin network hash rate has risen from nearly zero at inception to 359 EH/s as of July 27, 2023, as Bitcoin price has risen from its initial
      trading price of $0.0008 in July 2010 to approximately $29,000 as of July 27, 2023. The actual number of mining computers hashing at any given time cannot be known; therefore, the network hash rate, at any given time, is approximated by using "mining
      difficulty."

    The term difficulty refers to the complexity of the mathematical problems that the miners solve and is adjusted up or down automatically after 2,016 blocks (an "epoch") have been mined on the network. Difficulty on July
      27, 2023, was 52.3 trillion, and it has ranged from one to 53.9 trillion. Generally speaking, if network hash rate has moved up during the current epoch, it is likely that difficulty will increase in the next epoch, which reduces the award per unit
      of hash rate during that epoch, all else equal, and vice versa. Deriving network hash rate from difficulty requires the following equation: network hash rate is the product of a) blocks solved over the last 24 hours divided by 144, b) difficulty, c)
      2^32, divided by 600 seconds.

    Embedded in the Bitcoin source code is an upper limit of 21 million for the quantity of Bitcoin that can ever be mined or in circulation, which means that the currency is finite, unlike fiat currencies. Through the end
      of the second quarter of 2023, approximately 19 million Bitcoins have been mined, leaving approximately 2 million left to be mined. The year in which the last Bitcoin is expected to be mined is 2140. Every four years there is an event called a
      halving where the coins awarded per block is cut in half. Whereas today the reward for adding a block to the blockchain is currently 6.25 Bitcoins, it is estimated that in April 2024, the award per block will be reduced to 3.125 Bitcoins. Each day
      there are approximately 144 blocks awarded to the entirety of the global Bitcoin network. While network hash rate has been somewhat cyclical over short periods of time, since the creation of Bitcoin, as network hash rate has increased over time
      through a combination of an increased number of network participants, an increased quantity of miners hashing, and more efficient miners with faster processing speeds hashing, competition for block awards has increased.

    Hash Price

    There are three critical drivers of revenue per unit of hash rate in the Bitcoin mining industry (using terahash as the unit of hash rate): Bitcoin price, difficulty, and Bitcoin transaction fees. Hash price is the nexus
      of those terms and is equivalent to revenue per terahash per day. Hash price was $0.072 on July 27, 2023, compared to the average year-to-date hash price of $0.075, and compared to the five-year, one year, 2022, and 2021 average hash prices of $0.18,
      $0.08, $0.12, and $0.31, respectively. The five-year high price was May 5, 2018, when hash price was at $0.62. The five-year low hash price was November 21, 2022, ten days after the bankruptcy filing of FTX Trading Ltd. and certain of its
      subsidiaries, when hash price reached $0.056. We estimate that the average global Bitcoin network breakeven hash price required to cover operating costs is between $0.06 to $0.10, which assumes operating expenses of $60 to $70 per MWh, annual fixed
      expenses of $1 to $5 million per EH/s, and network efficiency of 40 to 50 J/TH. We believe that the majority of network hash rate was operating at or below breakeven operating costs during the last six months.

      3

    In addition to mining for new Bitcoin, we are also paid transaction fees in the form of Bitcoin for processing and validating transactions. From November 2021 to April 2023, transaction fees averaged approximately 1.8%
      of a block subsidy. However, transaction fees and volume rose sharply on the Bitcoin network throughout most of the second quarter of 2023, and from April 1, 2023, to June 30, 2023, transaction fees averaged 8.2% of block subsidy, meaning that we
      received more Bitcoin during the second quarter of 2023 than what we previously received in prior periods for processing and validating transactions. Transaction fees are volatile and there are no assurances that transaction fees will continue at
      recent levels in the future.”

    Consolidated Statements of Cash Flows, page 87

              2.

              You have reported mining revenues and net proceeds from sales of digital currencies within cash flows from operating activities on your Statements of Cash Flows. Please provide your
                  accounting analysis supporting your conclusion that this activity is properly classified within cash flow from operating activities, instead of cash flows from investing activities. Specifically include for any revenue stream, if you use
                  your own crypto at any point during the lifecycle of the transaction. Refer to specific accounting guidance in your response.

    RESPONSE:  Cash receipts and payments should be classified as operating, investing or financing transactions according to their nature and purpose as prescribed by ASC 230, Statement

        of Cash Flows. The Company reported mining revenues and net proceeds from sales of digital currencies within cash flows from operating activities because the Company generates and sells the digital currencies for operational purposes in the
      normal course of business. The Company owns two coal refuse power generation facilities (power plants), and the electricity from these plants is either sold to the PJM grid or used to power the Bitcoin miners housed at the Company’s data centers.
      When the Company makes and sells power, it typically receives the proceeds associated with this revenue stream on a 10-14 day lag, and at the end of each month, it receives a reconciliation payment from PJM related to ancillary revenue streams from
      generating and selling electricity. By contrast, when the Company uses the electricity generated at the Company’s power plants to mine Bitcoin, it typically receives the Bitcoin from mining within 24 hours from the pool(s) in which the Company
      participates and then liquidates its Bitcoin into U.S. dollars within a limited amount of time, usually a few days from the time we receive or earn the coins. For the foreseeable future, the Company plans to convert the Bitcoin received from its
      mining operations to U.S. Dollars in this manner. T