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      September 25, 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, 2023

      File No. 001-40931

      Ladies and Gentlemen:

      Set forth below is the response of Stronghold Digital Mining, Inc. (the “Company,” “we,” “us” or “our”) to a comment received from the staff of the Division of Corporation Finance
        (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated September 19, 2024, with respect to
        the above captioned report of the Company (the “SEC Filing”).

      For your convenience, the below 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, 2023

      Notes to Consolidated Financial Statements

      Note 1 – Basis of Presentation and Significant Accounting Policies

      Cryptocurrency Hosting Revenue, page 94

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              We note your response to our prior comment 4 in your letter dated May 6, 2024. We are unable to agree with your conclusion that you are a principal in the performance of hash calculation
                services using hosted mining machines. Please reconsider your accounting and provide revisions to your disclosure, including your revenue recognition policy, to comply with ASC 606. Please also clarify how you will correct this error and
                provide supporting analysis for your approach. For example, if your proposed method of correction does not include restatement of previously issued financial statements, please explain why and provide your SAB 99 materiality analysis.

      RESPONSE:  In response to the Staff’s above comment, we will revise our revenue recognition policy, beginning with our Form 10-Q for the quarterly period ended September 30, 2024, as follows:

      “Cryptocurrency Hosting Revenue

      The Company has entered into customer hosting contracts whereby the Company provides electrical power to cryptocurrency mining customers, and the customers pay a stated amount per MWh (“Contract Capacity”). This amount
        is paid monthly in advance. Amounts used in excess of the Contract Capacity are billed monthly based on calculated formulas as contained in the contracts. If any shortfalls occur due to outages, make-whole payment provisions contained in the
        contracts are used to offset the billings to the customer which prevented them from cryptocurrency mining. Advanced payments and customer deposits are recorded as contract liabilities in the consolidated balance sheet.

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      The Company recognizes cryptocurrency hosting revenue over time, throughout the terms
        of the underlying hosting agreements, as the customer simultaneously receives and consumes the benefits of the Company’s performance. The Company recognizes cryptocurrency hosting revenue to the extent that a
            significant reversal of such revenue will not occur. The consideration is variable. Cryptocurrency hosting revenues are comprised of the following two components: (i) the variable cost-of-power
        fee that is earned each month consistent with the performance of the hosting services (i.e., supplying electrical power and Internet access to the Bitcoin miners provided by customers); and (ii) the Company’s portion of the Bitcoin mined.

      The Company’s only performance obligation is to supply electrical power and Internet access (i.e., hosting services) to the Bitcoin miners provided by its cryptocurrency mining customers in accordance with the terms of
        the hosting agreements. Beyond power supply and Internet access, these hosting services also include racking infrastructure, general maintenance and operations as instructed in writing by the customer, ambient cooling, and miner reboots; however,
        none of these ancillary hosting services are significant or capable of being distinct per ASC 606-10-25-19(a), and therefore, only one performance obligation exists under the hosting agreements.

      The variable cost-of-power fee is paid in cash each month, and the Company also shares in the Bitcoin mined from the miners provided by its hosting customers. This

          separate transaction price is denominated in Bitcoin and recognized in revenue in accordance with our accounting policy described above regarding cryptocurrency mining revenues because the Company considers the mining portion of its
          cryptocurrency hosting revenues a separate contract between the Company and its mining pool operators. Because it is probable that a significant reversal of cumulative revenue will not occur and the Company is able to calculate the FPPS 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. Because digital currencies like Bitcoin are considered noncash consideration, the fair value of
            the Bitcoin awards received is determined using the quoted price of Bitcoin in the Company’s principal market at the time of contract inception. Subsequent changes in the fair value of such noncash consideration are excluded from the
            transaction price and, therefore, revenue.

      Effective July 1, 2024, the Company adopted a policy which measures the noncash consideration using the fair value of the Bitcoin using the quoted price of Bitcoin in the Company’s
            principal market at contract inception. The Company has two hosting contracts with customers, for which the quoted price of Bitcoin in the Company’s principal market at the time of each contract’s inception was approximately $23,000 and
            $30,000.”

      Attached as Exhibit A to this response is the Company’s SAB 99 materiality analysis, which concludes that changing our revenue recognition policy, as requested by the Staff,
        would be neither quantitatively nor qualitatively material to our historical financial statements for the year ended December 31, 2023, and the six months ended June 30, 2024, and all quarterly periods therein.

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      The Company’s change to its revenue recognition policy will take effect beginning July 1, 2024, and will be reflected in the Company’s results of operations for the quarter ended September 30, 2024, and going forward.
        There will be no restatement of previously issued financial statements (or comparative periods in our Form 10-Q for the quarterly period ended September 30, 2024) because, as detailed in the Company’s SAB 99 materiality analysis, such a change to
        our historical revenue recognition policy results in a clearly immaterial impact to net loss for 2023 and 2024 that does not exceed approximately $0.2 million (or less than 1%) for any individual quarterly period therein. Furthermore, if we had
        adjusted our revenue recognition policy for the 2023 and 2024 historical periods, there would have been no discernible difference in the Company’s linear earnings trends for all quarterly periods from Q1 2023 to Q2 2024. For these reasons and other
        quantitative and qualitative considerations detailed in the Company’s SAB 99 materiality analysis, it is the Company’s belief that the judgment of a reasonable person or investor relying upon the Company’s financial statements would not have been changed or influenced by such an adjustment to our revenue recognition policy.

      Should you have any questions with respect to the foregoing or if any additional supplemental information is required, please contact Daniel LeBey or Shelley Barber, each of
        Vinson & Elkins L.L.P., at (804) 327-6310 and (212) 203-5750, respectively.

                Very truly yours,

                STRONGHOLD DIGITAL MINING, INC.

                By:

                /s/ Matthew J. Smith

                Name:

                Matthew J. Smith

                Title:

                Chief Financial Officer

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       Exhibit A

      Revenue Recognition Policy Materiality Assessment

      Technical Memorandum

      Purpose and Background:

      The purpose of this memo is to evaluate and assess the materiality of a change in Stronghold Digital Mining, Inc.’s (“Stronghold” or the “Company”) revenue recognition policy, following a review by
        the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) which resulted in the Commission concluding on September 19, 2024, that it disagreed with the Company’s conclusion that
        Stronghold is the principal in the performance of hash calculation services using hosted mining machines. Although the Staff did not provide specific reasons for its disagreement, the Company understands the principal versus agent guidance detailed
        in ASC 606-10-55 (and ASC 606-10-55-37A in particular) is highly subjective and dependent upon specific facts and circumstances.

      During the Company’s discussion with the Commission on September 19, 2024, the Staff noted that, because of its disagreement with the Company, it expects Stronghold to revise its revenue recognition
        policy for the Company’s hosting contracts, in accordance with ASC 606-10-32-21 through 24, to value the noncash consideration (i.e., Bitcoin) at contract inception and exclude any subsequent changes in the fair value of the noncash consideration
        from the transaction price and, therefore, revenue. As such, the Company will no longer value the noncash consideration associated with its Bitcoin mining activities each day, which was previously
        consistent with the Company’s accounting treatment for all cryptocurrency mining revenues (i.e., via self-mining or hosting). The Commission has requested the Company to, instead, determine the fair value of the Bitcoin awards received via hosting
        contracts using the quoted price of Bitcoin in the Company’s principal market at the time of contract inception and hold that Bitcoin price constant throughout the term of the hosting contracts to determine the transaction price for revenue
        recognition.

      As the Company stated in its previous response to the Staff dated May 6, 2024, Stronghold believes that valuing all Bitcoin awards at the time of contract inception for its hosting contracts does not
        accurately reflect the true economics of Stronghold’s Bitcoin mining activities. The Company currently recognizes Bitcoin mining revenues in an amount that best reflects the consideration that the Company is paid each day in exchange for providing
        computing power and performing hash computations to the mining pool. Stronghold also converts its Bitcoin awards nearly immediately into cash. Despite these facts and circumstances, the Staff disagreed with the Company’s evaluation of the
        accounting guidance per ASC 606-10-32-21 through 24 and how it applies to the Company’s Bitcoin awards.

      The following memo evaluates the materiality of this change, as identified by the Commission, from both quantitative and qualitative perspectives for the year ended December 31, 2023, and all
        quarterly periods therein, and for the six months ended June 30, 2024, and all current year quarterly periods.

      Authoritative guidance:

            •

              ASC 606, Revenue from Contracts with Customers

            •

              EY FRD: ASC 250, Accounting changes and error corrections, Revised April 2024

            •

              FASB Statement of Financial Accounting Concepts No. 8, Chapter 3, Qualitative Characteristics of Useful Financial Information

            •

              Securities and Exchange Commission (17 CFR Part 211) – Staff Accounting Bulletin No. 99

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      Accounting Standard Codification (ASC) 606, Revenue from Contracts with Customers

      ASC 606-10-32-21 – To determine the transaction price for contracts in which a customer promises consideration in a form other than cash, an
          entity shall measure the estimated fair value of the noncash consideration at contract inception (that is, the date at which the criteria in paragraph 606-10-25-1 are met).

      ASC 606-10-32-22 – If an entity cannot reasonably estimate the fair value of the noncash consideration, the entity shall measure the
          consideration indirectly by reference to the standalone selling price of the goods or services promised to the customer (or class of customer) in exchange for the consideration.

      ASC 606-10-32-23 – The fair value of the noncash consideration may vary after contract inception because of the form of the consideration (for
          example, a change in the price of a share to which an entity is entitled to receive from a customer). Changes in the fair value of noncash consideration after contract inception that are due to the form of the consideration are not included in
          the transaction price. If the fair value of the noncash consideration promised by a customer varies for reasons other than the form of the consideration (for example, the exercise price of a share option changes because of the entity’s
          performance), an entity shall apply the guidance on variable consideration in paragraphs 606-10-32-5 through 32-14. If the fair value of the noncash consideration varies because of the form of the consideration and for reasons other than the form
          of the consideration, an entity shall apply the guidance in paragraphs 606-10-32-5 through 32-14 on variable consideration only to the variability resulting from reasons other than the form of the consideration.

      ASC 606-10-32-24 – If a customer contributes goods or services (for example, materials, equipment, or labor) to facilitate an entity’s
          fulfillment of the contract, the entity shall assess whether it obtains control of those contributed goods or services. If so, the entity shall account for the contributed goods or services as noncash consideration received from the customer.

      Stronghold Analysis:  Because digital currency (i.e., Bitcoin) is considered noncash consideration, the fair value of the Bitcoin awards received is determined using the
        quoted price of Bitcoin in the Company’s principal market at the time of contract inception, in accordance with ASC 606-10-32-21 through 24. Subsequent changes in the fair value of such noncash consideration are excluded from the transaction price
        and, therefore, revenue.

      Effective July 1, 2024, the Company adopted a policy which measured the noncash consideration using the fair value of the Bitcoin using the quoted price of Bitcoin in the Company’s principal market at contract inception.
        The Company has two hosting contracts with customers, for which the quoted price of Bitcoin in the Company’s principal market at the time of each contract’s inception was approximately $23,000 and $30,000.

      The Company’s hosting contract with Foundry has an initial term of 24 months ending December 31, 2024, that a