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      May 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 8-K, Furnished November 14, 2023

      Form 10-K for the Fiscal Year Ended December 31, 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 April 23, 2024, with respect to Form 8-K
        Furnished November 14, 2023 (“Form 8-K”) and Form 10-K for the Fiscal Year Ended December 31, 2023 (“Form 10-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 8-K or Form 10-K.

      Form 8-K, Furnished November 14, 2023

      Exhibit 99.1

      Use and Reconciliation of Non-GAAP Financial Measures, page 13

            1.

              We continue to evaluate your response to prior comment 5 of our February 21, 2024 letter.

      RESPONSE:  We acknowledge the Staff’s continued evaluation.

      Form 10-K for the Fiscal Year Ended December 31, 2023

      Notes to Consolidated Financial Statements

      Note 1 – Basis of Presentation and Significant Accounting Policies

      Cryptocurrency Hosting Revenue, page 94

            2.

              In your response to prior comment 4 in your letter dated March 6, 2024, you state that your hosting agreements do not qualify as a lease of the mining machines by the counterparty to you
                because the contracts do not convey to you the right to control the use of the bitcoin miners. Please provide a comprehensive accounting analysis with specific citation to ASC 842 supporting your determination that the hosting agreements do
                not convey to you the right to control the miners you host. Your analysis should include a discussion of how you applied the guidance in ASC Topic 842-10-15-4 through 15-8 as well as ASC Topic 842-10-15-17 through 15-26. It should also
                include specific references to, and your accounting analysis of, all sections of the hosting agreements that are relevant to the lease determination.

        1

      RESPONSE:  The following accounting analysis evaluates whether the arrangements entered into between the Company and Foundry Digital LLC (“Foundry”) and the Company and Cantaloupe Digital LLC
        (“Canaan”) (collectively, the “Hosting Contracts”) contain a lease for the Bitcoin miners delivered to the Company’s Panther Creek power plant under ASC 842, Leases. In the context of this ASC 842 lease
        evaluation, please note the Company represents the customer, and Foundry and Canaan represent the suppliers (i.e., Foundry and Canaan supply the hosted Bitcoin miners to the Company).

      The first step in applying the lease accounting standard is to determine if the contract is or contains a lease. ASC 842-10-15-3 defines a lease as follows:

      “A contract is or contains a lease if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period
          of time in exchange for consideration. A period of time may be described in terms of the amount of use of an identified asset (for example, the number of production units that an item of equipment will be used to produce).”

      Certain conditions must exist for a contract to be considered a lease. Per ASC 842-10-15-4, “To determine whether a contract conveys the right to control the
          use of an identified asset (see paragraphs 842-10-15-17 through 15-26) for a period of time, an entity shall assess whether, throughout the period of use, the customer has both of the following:

            a.

              The right to obtain substantially all of the economic benefits from the use of the identified asset (see paragraphs 842-10-15-17 through 15-19).

            b.

              The right to direct the use of the identified asset (see paragraphs 842-10-15-20 through 15-26).”

      In other words, under ASC 842-10-15-4, there are three general requirements to consider when identifying a lease: (1) the contract depends on identified property, plant and equipment (“PP&E”); (2)
        the customer has the right to obtain substantially all of the economic benefits from use of the identified PP&E; and (3) the customer has the right to direct the use of the identified PP&E. If a contract does not meet any one of these
        requirements, the definition of a lease is not met.

            (1)

              Does each of the Hosting Contracts depend on the use of identified PP&E?

      First, the Company analyzed the Hosting Contracts to determine if each of the arrangements contained an identifiable asset. Exhibit A of the Hosting Contracts details the model, specifications and
        number of Bitcoin miners that are owned by Foundry and Canaan and operated by the Company at its Panther Creek power plant.

      Once an entity has determined that PP&E is specified in a contract, it must evaluate whether the supplier has the right to substitute the underlying asset throughout the period of use and, if so,
        whether the supplier’s substitution right is substantive. If the supplier has a substantive substitution right, the underlying asset does not represent an identified asset and the contract does not contain a lease. In assessing whether it has the
        right to use the identified asset, the Company evaluated whether Foundry and Canaan have substantive substitution rights per ASC 842-10-15-10 through 15. In particular, ASC 842-10-15-10 states the following:

      “842-10-15-10 Even if an asset is specified, a customer does not have the right to use an identified asset if the supplier
          has the substantive right to substitute the asset throughout the period of use. A supplier’s right to substitute an asset is substantive only if both of the following conditions exist:

        2

            a.

              The supplier has the practical ability to substitute alternative assets throughout the period of use (for example, the customer cannot prevent the supplier from substituting an asset, and
                alternative assets are readily available to the supplier or could be sourced by the supplier within a reasonable period of time).

            b.

              The supplier would benefit economically from the exercise of its right to substitute the asset (that is, the economic benefits associated with substituting the asset are expected
                  to exceed the costs associated with substituting the asset).”

      Based on the terms of the Hosting Contracts, Foundry and Canaan have the practical ability to substitute alternative assets (i.e., Bitcoin miners) throughout the period of use because they have the
        legal right to substitute alternative Bitcoin miners, and the Company cannot block the substitution. Alternative Bitcoin miners are also readily available to both suppliers or could be sourced by Foundry and Canaan within a reasonable period.
        Additionally, there are no contractual restrictions within the Hosting Contracts that limit either supplier’s ability to substitute alternative Bitcoin miners based on the occurrence of a particular event or the passage of time.

      The next condition to evaluate is whether Foundry and Canaan would benefit economically from exercising their substitution rights. The Company first acknowledges that, in effect, there is a presumption
        under ASC 842-10-15-12 that the costs of substitution will exceed the benefits when the asset is not located at the supplier’s premises. Those circumstances apply to the Hosting Contracts because the assets are required to be delivered and
        installed onsite at the Company’s Panther Creek power plant. The Company also notes that, under the Hosting Agreement with Foundry, Foundry is solely responsible for any “cost and expense” associated with delivery of the Bitcoin Miners set forth in
        Exhibit A of the agreement. Under the Hosting Agreement with Canaan, per Section 3.6, “Cantaloupe and Stronghold agree to split and assume equally the logistics and
          shipping costs in connection with transportation of the Bitcoin Miners [set forth in Exhibit A] within the US, provided that such costs to be borne by Stronghold shall not exceed USD 15,000.” As such, the cost of substituting alternative
        Bitcoin miners is either the sole responsibility of the supplier (i.e., in the case of Foundry) or shared between the supplier and customer (i.e., in the case of Canaan). Section 5.3 Equipment Removal of
        the Hosting Contracts also states that, when any hosted Bitcoin miners cause “commercially unacceptable interference,” the costs to remove and return those Bitcoin miners and deliver replacement Bitcoin miners are the sole responsibility of Foundry
        and Canaan.

      Despite the majority, if not all, of the substitution costs falling on the suppliers, it is the Company’s assertion that the suppliers would still benefit economically from substituting more efficient
        miners that were available at inception of each of the Hosting Contracts. Each hosting partner has the right to substitute hosted miners with more efficient models (measured in Joules Per Terahash), which would result in a meaningful margin
        improvement to either Foundry or Canaan and provide a net benefit that exceeds the one-time substitution costs. At contract inception, more efficient and profitable Bitcoin miners were available to Foundry and Canaan in the Bitcoin miner market.
        Substituting less efficient miners with ones that are over 40% more efficient would increase revenue and decrease electricity consumption costs through the remaining life of the Hosting Contracts. Such economic benefits would quickly outweigh the
        costs associated with a voluntary substitution of Bitcoin miners. As such, the Company concludes that Foundry and Canaan do have substantive rights to substitute the Bitcoin miners under the Hosting Contracts per ASC 842-10-15-10.

            (2)

              Does the customer under the Hosting Contracts have the right to obtain substantially all of the economic benefits from use of the identified PP&E?

      Second, the Company considered the following guidance to determine if the customer (i.e., the Company) has the right to obtain substantially all of the economic benefits from the use of the identified
        asset:

      “842-10-15-17  To control the use of an identified asset, a customer is required to have the right to
          obtain substantially all of the economic benefits from use of the asset throughout the period of use (for example, by having exclusive use of the asset throughout that period). A customer can obtain economic benefits from use of an asset directly
          or indirectly in many ways, such as by using, holding, or subleasing the asset. The economic benefits from use of an asset include its primary output and by-products (including potential cash flows derived from these items) and other economic
          benefits from using the asset that could be realized from a commercial transaction with a third party.

        3

      842-10-15-18  When assessing the right to obtain substantially all of the economic benefits from use of an asset, an entity shall
        consider the economic benefits that result from use of the asset within the defined scope of a customer’s right to use the asset in the contract (see paragraph 842-10-15-23:). For example:

            a.

              If a contract limits the use of a motor vehicle to only one particular territory during the period of use, an entity shall consider only the economic benefits from use of the motor vehicle
                within that territory and not beyond.

            b.

              If a contract specifies that a customer can drive a motor vehicle only up to a particular number of miles during the period of use, an entity shall consider only the economic
                  benefits from use of the motor vehicle for the permitted mileage and not beyond.”

      There are several tangible and intangible economic benefits to consider when assessing the Company’s right, as a party to the Hosting Contracts, to obtain substantially all of the economic benefits from
        using the hosted Bitcoin miners. Most importantly, the Company receives the primary output (Bitcoin mining revenues) from using the assets supplied by Foundry and Canaan. The Company considered the profit-sharing arrangement it has with Foundry and
        Canaan, in which the Hosting Contracts require a 50% compensation split for any of the Bitcoin awarded to the Company by the mining pool. ASC 842-10-15-19 clarifies that cash flows derived from use of the asset are economic benefits that the
        customer obtains from use of the asset, even if a portion of those cash flows is paid to the supplier in the form of (variable) lease payments. That is, the cash flow structure in the contract should not dictate which cash flows derived from use
        are considered economic benefits from use or which party obtains those benefits. Based on this guidance, the cash flows the Company receives from Bitcoin mining revenues and the portion paid to Foundry and
        Canaan under the Hosting Contracts are considered economic benefits obtained by the Company from use of the hosted Bitcoin miners (albeit in combination with the racking space and infrastructure). As such, in the context of an ASC 842 lease
        evaluation, the Company (i.e., the customer) receives substantially all of the economic benefits from using the hosted Bitcoin miners that are owned by Foundry and Canaan.

            (3)

              Does the customer under the Hosting Contracts have the right to direct the use of the identified PP&E?

      Third, the Company considered the following guidance to determine if the customer (i.e., the Company) has the right to direct the use of the identified asset:

      “842-10-15-20  A customer has the right to direct the use of an identified asset throughout the period
          of use in either of the following situations:

            a.

              The customer has the right to direct how and for what purpose the asset is used throughout the period of use (as described in paragraphs 842-10-15-24 through 15-26).

            b.

              The relevant decisions about how and for what purpose the asset is used are predetermined (see paragraph 842-10-15-21) and at least one of the following conditions exists:

            1.

              The customer has the right to operate the asset (or to direct others to operate the asset in a manner that it determines) throughout the period of use without the supplier having the right to change those
                operating instructions.

            2.

              The customer designed the asset (or specific aspects of the asset) in a way that predetermines how and for what purpose the asset will be used throughout the period of use.”

        4

      Neither of these situations per ASC 842-10-15-20 apply to the Hosting Contracts. Based on the terms of the Hosting Contracts, the Company’s rights are limited to operating or maintaining the hosted
        Bitcoin miners. Per ASC 842-10-15-26, “[e]xamp