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      March 6, 2024

      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

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

      Form 8-K, Furnished November 14, 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 February 21, 2024, 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 September 30, 2023 (“Form 10-Q”) and Form 8-K Furnished November 14, 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-Q or Form 8-K.

      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.

        RESPONSE:  In response to the Staff’s comment, we will revise our policy disclosure in future filings. In our Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023, we intend to disclose the
          following within Note 1 – Basis of Presentation and Significant Accounting Policies:

        “Digital currencies are classified in the consolidated balance sheet as current assets and are considered an intangible asset with an indefinite useful life. Although indefinite-lived intangible assets are generally
          considered noncurrent assets, the Company classifies its digital currencies as current assets because the Company expects to realize the cash flows associated with such assets within a year. The cryptocurrency awards it earns are regularly
          converted into U.S. dollars, without limitations or restrictions, to support the Company's ongoing operations in the normal course of business. Digital currencies are recorded at cost less any impairments. Bitcoin is the only cryptocurrency the
          Company mines or holds. Bitcoin is highly liquid, fungible and readily converted into U.S. dollars similar to the Company's cash and cash equivalents.”

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      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 periodic reports:

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              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.

      RESPONSE:  During 2023, we have only participated in the Foundry digital asset mining pool, which utilizes the Full-Pay-Per-Share (“FPPS”) payout methodology. During 2022, we participated in the F2Pool, Foundry
        and NYDIG digital asset mining pools, which also utilized the FPPS payout methodology and represented approximately 1.0%, 63.6% and 35.4%, respectively, of cryptocurrency mining revenues for the year ended December 31, 2022. During 2021, we
        participated in the F2Pool, Foundry and NYDIG digital asset mining pools, which utilized the FPPS or Pay-Per-Share (“PPS”) payout methodologies and represented approximately 45.3%, 19.4% and 35.3%, respectively, for the year ended December 31,
        2021. For 2021, the exact breakout of revenue recognized under each payout methodology is unknown and unavailable; however, the majority of cryptocurrency mining revenues recognized for the year ended December 31, 2021, occurred under the FPPS
        payout methodology.

      In response to the Staff’s comment, we will revise our disclosure in future filings. In our Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023, we intend to disclose the following within Note 1 – Basis of Presentation and Significant Accounting Policies:

      “As of and for the year ended December 31, 2023, the Company participated in one mining pool, which utilized the FPPS payout methodology. As of and for the year ended December 31, 2022, the Company participated in
        three mining pools, which also utilized the FPPS 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.

      RESPONSE:  In response to the Staff’s comment, we will revise our disclosure in future filings. In our Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023, we intend to disclose within Note 1 – Basis of Presentation and Significant Accounting Policies that “[t]he contracts are terminable at any time by either party 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.

      RESPONSE:  In response to the Staff’s comment, we will revise our disclosure in future filings. In our Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023, we intend to disclose the following
        within Note 1 – Basis of Presentation and Significant Accounting Policies:

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      “The Company has entered into digital asset mining pools by executing contracts, as amended from time to time, with mining pool operators to provide computing power and perform hash computations for the mining pool
        operators. The contracts are terminable at any time by either party without penalty, and therefore, the duration of the contracts does not extend beyond the services already transferred. The Company’s enforceable right to compensation begins when,
        and lasts as long as, the Company performs hash computations for the mining pool operator. Given the cancellation terms of the contracts with mining pool operators, and our customary business practice, such contracts effectively provide the option
        to renew for successive contract terms continuously throughout each day.”

            •

              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.

      RESPONSE:  In response to the Staff’s comment, we will revise our disclosure in future filings. In our Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023, we intend to disclose within Note 1 – Basis of Presentation and Significant Accounting Policies that “[t]he customer's renewal option does not represent a material right because the terms are offered at the standalone selling price of
        computing power.”

            •

              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.

      RESPONSE:  In response to the Staff’s comment, we will revise our disclosure in future filings. In our Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023, we intend to disclose within Note 1 – Basis of Presentation and Significant Accounting Policies that “[t]he Company’s enforceable right to compensation begins when, and lasts as long as, the Company performs hash computations for the mining
        pool operator.” Additionally, we intend to disclose that “[p]erforming hash computations for the mining pool operator is an output of the Company’s ordinary activities. The provision of providing such computing power to perform hash computations is
        the only performance obligation in the Company’s contracts with mining pool operators.”

            •

              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.

      RESPONSE:  The Foundry pool utilizes a FPPS payout methodology that contractually guarantees we are entitled to consideration even if a block is not successfully placed by the mining pool operator. In response
        to the Staff’s comment, we will revise our disclosure in future filings accordingly. In our Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023, we intend to disclose the following within Note 1
          – Basis of Presentation and Significant Accounting Policies:

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      “In exchange for performing hash computations for the mining pool operator, the Company is currently entitled to…:

            •

              a Full-Pay-Per-Share ("FPPS") payout of Bitcoin based on a contractual formula (less mining pool operator fees which are immaterial and are recorded as a reduction to cryptocurrency mining revenues), which primarily calculates the hash
                rate provided by the Company to the mining pool as a percentage of total network hash rate, multiplied by the daily network block subsidies awarded globally and the normalized network transaction fee for the day. The normalized network
                transaction fee is calculated as the total network transaction fees divided by the total network block subsidies, excluding the blocks that represent the three highest and three lowest transaction fees for the day. The Company is entitled
                to consideration even if a block is not successfully placed by the mining pool operator. The contract is in effect until terminated by either party.”

            •

              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 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.

      RESPONSE:  In response to the Staff’s comment, we will revise our disclosure in future filings. In our Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023, we intend to disclose the following
        within Note 1 – Basis of Presentation and Significant Accounting Policies:

      “In exchange for performing hash computations for the mining pool operator, the Company is entitled to…:

            •

              a Full-Pay-Per-Share (“FPPS”) payout of Bitcoin based on a contractual formula (less mining pool operator fees which are immaterial and are recorded as a reduction to cryptocurrency mining revenues), which primarily calculates the hash
                rate provided by the Company to the mining pool as a percentage of total network hash rate, multiplied by the daily network block subsidies awarded globally and the normalized network transaction fee for the day. The normalized network
                transaction fee is calculated as the total network transaction fees divided by the total network block subsidies, excluding the blocks that represent the three highest and three lowest transaction fees for the day. The Company is entitled
                to consideration even if a block is not successfully placed by the mining pool operator. The contract is in effect until terminated by either party.

            o

              The consideration is all variable. Because it is probable that a significant reversal of cumulative revenue will not occur and the Company is able to calculate the payout based on the contractual formula, revenue is recognized, and
                noncash consideration is measured at fair value at contract inception. Fair value of the cryptocurrency asset consideration is determined using the quoted spot price of Bitcoin on the Company’s primary trading platform for Bitcoin at the
                end of the day of contract inception (i.e., 4:00pm EST each day) at the single Bitcoin level. This amount is recognized in revenue on the same day that control of the contracted service transfers to the mining pool, which is the same day as
                contract inception and when hash rate is provided.”

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            •

              For each of the payment mechanisms that your mining pool agreements utilize (the Fu