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      October 28, 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 October 18, 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

            1.

              We do not believe your statement that you have adopted a new accounting policy for noncash consideration effective July 1, 2024 complies with
                the requirements for error correction in ASC 250-10-45-23 and SAB 108. Please reconsider this statement and tell us how you will correct the errors in accordance with the guidance applicable to error corrections.

      RESPONSE: In response to the Staff’s above comment, we
        will add the following disclosure to our Form 10-Q for the quarterly period ended September 30, 2024:

      “During the third quarter of 2024, the Company corrected an error in its revenue recognition policy to be consistent with U.S. GAAP, which requires an
        entity to measure noncash consideration using the estimated fair value of the consideration at contract inception. Instead of measuring the noncash (Bitcoin) consideration at the time of each hosting contract’s inception, the Company has measured
        the noncash (Bitcoin) consideration in prior periods on a daily basis, as each Bitcoin was awarded. The Company has two hosting contracts with customers that are currently in operation, 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 resulting impact of correcting the error in the Company’s revenue recognition policy to be consistent with U.S. GAAP is reflected in the Company’s
        consolidated statement of operations for the third quarter of 2024.

        1

      In accordance with the Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections, the Company evaluated the materiality of this error on the consolidated financial statements as of and for the year ended December 31, 2023, and the unaudited consolidated financial
        statements as of and for the quarters and year-to-date periods ended March 31, 2023, June 30, 2023, September 30, 2023, March 31, 2024, and June 30, 2024. The Company determined that this error did not result in a material misstatement
        (quantitatively or qualitatively) to the Company’s financial condition, results of operations, or liquidity for any of the current year or prior year periods.

      The cumulative impact of correcting this error in the current year for the three and nine months ended September 30, 2024 – using the approaches
        described in Staff Accounting Bulletin No. 108 – results in a $0 adjustment to net loss for those periods. There is also no impact to the consolidated balance sheet as of September 30, 2024, and no change to net cash flows provided by operating
        activities for the nine months ended September 30, 2024.

      The Company notes that, had it corrected this error in the prior year as of December 31, 2023, its adoption of the Financial Accounting Standards Board
        ("FASB") ASU 2023-08, Intangibles – Goodwill and Other – Crypto Assets (Subtopic 350-60), which requires crypto assets to be recorded at fair value, would
        have been different. The Company adopted ASU 2023-08 in the current year as of January 1, 2024, and recorded a cumulative-effect adjustment to increase the opening balance of retained earnings by $99,292; but including the impact of correcting this
        error, the cumulative-effect adjustment to retained earnings would have increased by $192,237. The Company’s adoption of ASU 2023-08 in the current year, however, corrected the cumulative balance sheet impact of this error. For this reason, there
        is no adjustment to be recorded during the third quarter of 2024. Additionally, given the immaterial nature of this error (quantitatively and qualitatively) for all current year and prior year periods, the Company has not corrected this immaterial
        prior-period error in the current year presentation of comparative financial statements. Further information regarding the Company’s corrected revenue recognition policy is described below.”

      Attached as Exhibit A to this response is the Company’s SAB
        99 materiality analysis, which has been updated to reflect the aforementioned conclusion that correcting the current year impact of this error results in a $0 adjustment to net loss for all quarterly periods in 2024. Without the adoption of ASU
        2023-08 as of January 1, 2024, the cumulative impact of correcting this error in the current year for the three and nine months ended September 30, 2024, would have been an increase to net loss of $192,237 – or less than 1% of the Company’s
        reported net loss for the same periods. Otherwise, the Company’s conclusion in our SAB 99 materiality analysis remains the same: Changing our revenue recognition 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.

            2.

              Please tell us how you determined the corrected ASC 606 transaction price for each hosting contract. Where helpful to an understanding,
                include specific citation(s) to ASC 606.

      RESPONSE: The consideration of the Company’s hosting
        contracts is comprised of (i) the variable cost-of-power fee, denominated in cash, and (ii) a portion of the Bitcoin mined by the customers’ Bitcoin mining machines that the Company hosts, denominated in Bitcoin. The promised amount of
        consideration does not include a significant financing component and, therefore, is not adjusted for the effects of the time value of money in determining the transaction price.

            (i)

              The variable cost-of-power fee is directly tied to the energy used by the hosted Bitcoin mining machines and calculated as 50% of the energy used by the Bitcoin
                mining machines multiplied by a formulaically derived rate. This rate is calculated by dividing (1) all fuel costs, operations and maintenance expenses, general and administrative expenses, and financing charges incurred (subject to certain
                adjustments), multiped by 110%, by (2) the total number of megawatt hours generated and purchased from the grid to supply the data center. All estimates associated with the variable cost-of-power consideration are fully constrained. In
                accordance with ASC 606-10-32-11, the Company only includes the variable cost-of-power consideration in the transaction price to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not
                occur when the uncertainty associated with the variable consideration is subsequently resolved. Therefore, each quarterly reporting period when the uncertainty is resolved, the Company includes in the transaction price the actual amount of
                the variable cost-of-power-fee and, at that point, per ASC 606-10-32-14, reassesses the estimated transaction price to determine whether an estimate of the variable consideration over the remaining two-year contract term is fully
                constrained.

        2

            (ii)

              The Company’s portion of the Bitcoin mined by the customers’ Bitcoin mining machines that the Company
                  hosts, or 50%, is also variable but in the form of noncash (Bitcoin) consideration. All estimates associated with the Company’s portion of the variable Bitcoin mined by the customers’ hosted Bitcoin mining machines are fully
                constrained. ASC 606-10-32-21 requires an entity to measure noncash consideration using the estimated fair value of the consideration at contract inception. The Company has two hosting contracts with customers that are currently in
                operation, 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 (as of February 6, 2023) and $30,000 (as of April 27, 2023). In accordance with ASC 606-10-32-11, the Company only includes the variable noncash (Bitcoin) consideration in the transaction price to the extent it is probable that a significant
                  reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Therefore, each quarterly reporting period when the uncertainty is resolved,
                  the Company includes in the transaction price the noncash (Bitcoin) consideration equal to the product of (1) the Company’s portion of the Bitcoin mined by the customers’ hosted Bitcoin mining machines during the reporting period, and (2)
                  the quoted price of Bitcoin in the Company’s principal market at the time of each contract’s inception. At the end of each quarterly reporting period, per ASC 606-10-32-14, the Company also reassesses the estimated transaction price to
                  determine whether an estimate of the variable consideration over the remaining two-year contract term is fully constrained. Consistent with ASC 606-10-32-23, subsequent changes in the fair value of such noncash consideration that are due
                  to the form of the consideration (i.e., fluctuations in the value of Bitcoin) are excluded from the transaction price.

            3.

              Please revise your proposed cryptocurrency hosting revenue accounting policy to address the following points:

            •

              Reorganize your disclosure to separately describe the promises, the performance obligation, the consideration, the transaction price, and
                your timing of recognition, including contract duration.

      RESPONSE: In response to the Staff’s above comment, we
        will correct our revenue recognition policy, beginning with our Form 10-Q for the quarterly period ended September 30, 2024, as suggested. Please see our corrected revenue recognition policy disclosure below.

            •

              The statement that hosting services consist of electrical power and internet access appears to be inaccurate. For example, in your May 6,
                2024 response letter, you indicated that Stronghold promises to unload, install, provision, maintain and operate customer-controlled bitcoin mining machines located at your premises, including the provision of electrical power, internet
                access, racking infrastructure, general maintenance and operations, ambient cooling, and miner reboots for such mining machines.

      RESPONSE: In response to the Staff’s above comment, we
        will correct our revenue recognition policy, beginning with our Form 10-Q for the quarterly period ended September 30, 2024, as suggested, to expand upon the list of hosting services that the Company promises to provide to its hosting customers.
        Please see our corrected revenue recognition policy disclosure below.

        3

            •

              State your May 6, 2024 conclusion that each such promise is not separately identifiable from the other promises in the contract and therefore
                represents a single performance obligation to provide an integrated hosting service.

      RESPONSE: In response to the Staff’s above comment, we
        will correct our revenue recognition policy, beginning with our Form 10-Q for the quarterly period ended September 30, 2024, as suggested, to state that each of promised hosting services is not separately identifiable from the other promised
        hosting services in the Company’s hosting contracts and, therefore, represents a single performance obligation to provide an integrated hosting service to the Company’s hosting customers. Please see our corrected revenue recognition policy
        disclosure below.

            •

              Consolidate the various statements about consideration into a single, cohesive disclosure. For example, remove the statement from the first
                paragraph that indicates the consideration for such integrated hosting service is limited to a stated amount per MWh; remove the reference to “earned” in the description of consideration so as to avoid confusion with your disclosure about
                recognition; and clarify that the statement “the Company’s portion of the Bitcoin mined” means that you are entitled to a portion of the Bitcoin mined by your customers’ mining machines that you host.

      RESPONSE: In response to the Staff’s above comment, we
        will correct our revenue recognition policy, beginning with our Form 10-Q for the quarterly period ended September 30, 2024, as suggested. Please see our corrected revenue recognition policy disclosure below.

            •

              Clarify what the transaction price is and how you determined it (see e.g., ASC 606-10-32-8). Include the disclosure required by ASC
                606-10-50-20. Also, revise the statement that, “The Company recognizes cryptocurrency hosting revenue to the extent that a significant reversal of such revenue will not occur,” to be consistent with the requirements of ASC 606-10-32-11
                through 32-13, and clarify whether you are applying the constraint.

      RESPONSE: In response to the Staff’s above comment, we
        will correct our revenue recognition policy, beginning with our Form 10-Q for the quarterly period ended September 30, 2024, as suggested. Please see our corrected revenue recognition policy disclosure below.

            •

              Clarify your method for measuring progress toward complete satisfaction of your performance obligation (see e.g., ASC 606-10-25-31 to 25-37).
                Also, make the disclosure required by ASC 606-10-50-18. In your response, tell us whether you use the practical expedient in ASC 606-10-55-18 to measure progress towards satisfying your performance obligation, and if so, explain to us why
                you believe that practical expedient applies.

      RESPONSE: In response to the Staff’s above comment, we
        will correct our revenue recognition policy, beginning with our Form 10-Q for the quarterly period ended September 30, 2024, as suggested. The Company notes that the practical expedient under ASC 606-10-55-18 applies to our hosting contracts
        because the amount invoiced for the Company’s performance of its integrated hosting service reasonably represents the value to the customer of the Company’s performance completed to date. For instance, the variable cost-of-power fee is depend