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United States securities and exchange commission logo
July 13, 2023
Hope Stawski
President and Chief Executive Officer
Amphitrite Digital Incorporated
6501 Red Hook Plaza, Suite 201-465
St. Thomas, Virgin Islands, U.S., 00802
Re:Amphitrite Digital Incorporated
Draft Registration Statement on Form S-1
Submitted June 16, 2023
CIK No. 0001933762
Dear Hope Stawski:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted June 16, 2023
Cover Page
1.Please provide an agent for service that is located in the United States.
Company Overview, page 1
2.We note your disclosure that your "operating units have received more than 8,300 four or
five star reviews on the major review sites: Google Reviews, TripAdvisor, and
Facebook."  Please revise your disclosure to provide additional context for this statement.
For example, in addition to four and five star reviews, quantify reviews from the bottom
end of the scale (if any), clarify the total number of reviews for your company received by
these review sites, and specify the date range of these reviews.

 FirstName LastNameHope Stawski
 Comapany NameAmphitrite Digital Incorporated
 July 13, 2023 Page 2
 FirstName LastNameHope Stawski
Amphitrite Digital Incorporated
July 13, 2023
Page 2
Reorganization and Acquisitions, page 2
3.We note your disclosure indicating that as part of your formation, you acquired Windy of
Chicago Limited, formed STDC Holdings Incorporated and acquired Paradise Adventures
LLC as a wholly owned subsidiary and anticipate acquiring another subsidiary upon the
consummation of this initial public offering. You also list operating business units.  Please
disclose here your principal subsidiaries and any entities in which your operations are
conducted.  We note the "corporate structure" diagram at page 78.
Prospectus Summary
Our Solutions and Competitive Strengths, page 4
4.We note that you have included a graphic on page 4 illustrating your digital operating
platform. Please revise to include additional narrative details so that an investor may
understand how your platform is utilized to "to more effectively market and book tours,
manage resources and improve [y]our operating efficiencies."  In addition, please clarify
how your digital platform specifically addresses certain opportunities within the "in-
destination tours, activities and attractions" that you identify on page
3 including "advertising and marketing, customer service, repair and maintenance and
overall operations."
5.We note your disclosure that your "marketing programs resulted in a return on advertising
spending (“ROAS”) of 836.58% for the twelve months ended March 31, 2023."  Please
enhance your disclosure to describe the mechanics of these programs, how you measured
the return on advertising spending, and to clarify the meaning of your "digitally enabled
campaign management."
Corporate Information, page 10
6.You state that you do not incorporate your website content as part of the prospectus.
Nonetheless, we note that on July 13, 2023, content on your public website includes this
statement: "...  we hope you will consider us as your next investment opportunity.  Visit
our [hyperlinked] page for more information on this opportunity, and join our growing
community of early investors today."

Provide us with the linked text and any similar statements from your website.  Also,
please tell us how long this solicitation has appeared on your website, describe the content
of any similar statements or linked text, and quantify any sales which have directly or
indirectly resulted from information that appeared there.  If you believe that these
statements, offers, and any resulting sales are consistent with Section 5 of the Securities
Act of 1933, please provide support for your position including legal analysis in your
letter of response.  In the alternative, explain how you propose to address any offers or
sales which were made in a manner that was inconsistent with Section 5.

 FirstName LastNameHope Stawski
 Comapany NameAmphitrite Digital Incorporated
 July 13, 2023 Page 3
 FirstName LastNameHope Stawski
Amphitrite Digital Incorporated
July 13, 2023
Page 3
Risk Factors
Risks Related to our Financial Condition
We have a history of losses and may not achieve or sustain profitability in the future, page 21
7.Please provide a new risk factor with a title which references the going concern language
in the auditor's report.  We note the related information you include in this risk factor.
Risks Relating to Our Business
We rely on supply chain vendors and third-party service providers who are integral to the
operations of our businesses..., page 25
8.We note your risk factor relating to your dependence on supply chain vendors and third-
party service providers. Update your risks characterized as potential if recent supply chain
disruptions have impacted your operations.
Risks Related to our Management
We depend on our executive officers, particularly Scott and Hope Stawski, page 36
9.You state that "We do not have employment agreements with our executive officers
... that require them to continue to work for us for any specified period; therefore, they
could terminate their employment with us at any time."  This appears to be inconsistent
with the disclosure under "Employment Agreements with Executive Officers" that begins
at page 107 and the substance of the agreements filed as exhibits.  Please revise to disclose
the duration of each such agreement and to eliminate any inconsistent disclosures.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Factors Affecting Our Operating Results, page 56
10.We note your disclosure here stating that your total indebtedness, excluding capital leases,
was $5,699,239.  Please clarify whether this amount includes all of the notes payable
disclosed on pages 66 and 67.  Please also file all outstanding promissory notes as exhibits
to your registration statement or tell us why you believe you are not required to do so.
Refer to Item 601(b)(10) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 70
11.We note you describe Adjusted EBTIDA as "EBITDA, adjusted for share-based
compensation expenses, development costs and one-time expenses," though in your table
showing its computation you exclude "non-cash stock compensation," "non-reoccurring
operating expenses" and "settlements and other non-core expenses."

Please revise your disclosures as necessary to reconcile the description and line items in
the table and to provide further detail of the specific nature of the expenses that you
consider to be development costs, one-time or non-recurring, settlements, and non-core.

 FirstName LastNameHope Stawski
 Comapany NameAmphitrite Digital Incorporated
 July 13, 2023 Page 4
 FirstName LastNameHope Stawski
Amphitrite Digital Incorporated
July 13, 2023
Page 4

Also address the guidance of Item 10(e)(1)(ii)(B) of Regulation S-K and Questions 100.01
and 102.03 of our Compliance & Disclosure Interpretations on Non-GAAP Financial
Measures in your computation of Adjusted EBITDA.
12.We note you present the non-GAAP measure, Adjusted net cash from operating activities
and Adjusted net cash as a percent of revenues.  Please explain the purpose of the
presentation of these measures as required by Item 10(e)(1)(i)(C) of Regulation S-K.

As you are reconciling your non-GAAP measures to net cash provided by (used in)
operating activities, it appears that you regard these measures as liquidity measures.  As
such, please tell us how you considered Item 10(e)(1)(ii)(A) of Regulation S-K, which
generally prohibits the exclusion of charges or liabilities that require, or may require, cash
settlement from a liquidity measure.
Our Business
Company History, page 76
13.We note your disclosure that on March 24, 2023, you entered into a binding Purchase
Agreement to acquire Paradise Yacht Management, LLC.  You further disclose that the
base price was to paid on the earlier of the closing of this offering and June 22, 2023.  You
state here and elsewhere that the acquisition is to be completed upon the consummation of
this initial public offering.  However, your corporate structure chart on page 78 indicates
that Paradise Yacht Management LLC is 100% owned by Amphitrite Digital
Incorporated.  Please revise to confirm the status of this acquisition and also to update the
status of any leases which are past the listed expiration date.
14.We note that the consideration to acquire Paradise Yacht Management LLC includes up to
$2,500,000 as "contingent consideration" based on meeting and exceeding financial plans
for 2022 and 2023.  Please revise your disclosure to describe the terms of the arrangement
and whether any amount is due and payable prior to the completion of this initial public
offering.  In this regard, we note that Section 1.2.4.1 of the Membership Interest Purchase
Agreement provides that the contingent consideration for the 2022 financial year is due no
later than July 31, 2023.  In addition, include a risk factor that describes the potential risks
associated with the contingent consideration, including, if true, that the Company may not
realize revenues from Paradise Yacht Management LLC until 2024.
Our Business
Company History
The Amphitrite Digital Fleet of Maritime Charter and Tour Vessels, page 81
15.We understand from your disclosure that you own or manage 59 vessels in the Caribbean,
Florida and Lake Michigan as of March 31, 2022.

 FirstName LastNameHope Stawski
 Comapany NameAmphitrite Digital Incorporated
 July 13, 2023 Page 5
 FirstName LastNameHope Stawski
Amphitrite Digital Incorporated
July 13, 2023
Page 5
Please expand your disclosures as necessary to address the guidance in Instruction 1 to
Item 102 of Regulation S-K, which requires information that will reasonably inform
investors as to the suitability, adequacy, productive capacity, and extent of utilization of
your principal material properties.
Security Ownership of Certain Beneficial Owners and Management, page 117
16.Please revise footnote 14 of your beneficial ownership table to disclose all natural persons
who exercise voting or investment control over Oceanview Management Services LLC.
Refer to Item 403 of Regulation S-K.
Consolidated Financial Statements, page F-1
17.Please update the financial statements and related information in your registration
statement to comply with Rule 8-08 of Regulation S-X.
Consolidated Statements of Changes in Stockholders' Deficit, page F-5
18.We note your disclosure in Note 10 explaining that you issued 6,400,000 common shares
to the owners of Ham and Cheese Events, LLC in exchange forWindy of Chicago Ltd. and
 certain operating assets utilized in tour operations, and that you consider this to have been
a transaction between entities under common control that resulted in a change in the
reporting entity.

However, while you indicate the financial statements have been retrospectively adjusted
to include the assets and liabilities and business operations for all periods presented, as if
the reorganization occurred at the beginning of the earliest period covered by your
financial statements, the Statements of Changes in Stockholders' Equity on page F-5
depicts the issuance of common shares as having occurred during 2022.

Please address the inconsistency referenced above and revise as necessary to comply with
the guidance in FASB ASC 250-10-45-21 and FASB ASC 805-50-45.
Note 9 - Asset Purchase of Windy of Chicago Ltd., page F-14
19.We note the Stock Sale and Purchase Agreement filed as Exhibit 2.1 indicates that Ham
and Cheese Events LLC acquired 100% of the common stock of Windy of Chicago Ltd in
January 2022, and in connection with this purchase entered into agreements to acquire the
vessel named Windy, which Windy of Chicago Ltd. had been leasing from Tall Ship
Adventures of Chicago, Inc. However, your disclosure indicates that Windy of Chicago
Ltd. was acquired on this date by STDC Holdings, which you identify as your wholly-
owned subsidiary.

Please revise your disclosures in Notes 9, 10 and 11 as necessary to resolve this
inconsistency and to clarify the sequence of transactions pertaining to the conveyances of
entities, net assets and operations, along with the rationale and associations between the

 FirstName LastNameHope Stawski
 Comapany NameAmphitrite Digital Incorporated
 July 13, 2023 Page 6
 FirstName LastNameHope Stawski
Amphitrite Digital Incorporated
July 13, 2023
Page 6
parties involved to understand how these agreements and parties are related.

Please clarify the association with Tall Ship Adventures of Chicago, Inc., and its owners,
as necessary to understand whether this is also a related party, and file the Vessel
Purchase and Sale Agreement between Windy of Chicago Ltd. and Tall Ship Adventures
of Chicago, Inc. as an exhibit.

Please also submit the analyses that you performed in concluding that the acquisition of
Windy of Chicago Ltd and the vessel and operations would be reported as an asset
purchase, rather than a business, considering the guidance in both FASB ASC 805 and
Rule 11-01(d) of Regulation S-X.
Note 14 - Subsequent Events, page F-19
20.We note that you report having acquired Paradise Adventures, LLC on January 13,
2023 for approximately $3,195,000; and having entered into a binding
purchase agreement on March 24, 2023 to acquire Paradise Yacht Management LLC,
upon completion of your initial public offering, in exchange for $8,780,000.

Given the apparent significance of these transactions, it appears that you may need to
include separate historical financial statements for each of these entities to comply with
Rule 3-05 of Regulation S-X, and pro forma financial statements illustrating the effects of
these transactions to comply with Article 11 of Regulation S-X, as applicable via Rule 8-
04 and Rule 8-05 of Regulation S-X.

However, if you do not believe that either transaction would require financial statements
based on significance, or that either entity constitutes a business for either accounting or
reporting purposes, provide us with the analyses that you performed of the guidance in
Rule 3-05(b)(2) of Regulation S-X, or FASB ASC 805-10-55-3A through 55-9 and,
separately, Rule 11-01(d) of Regulation S-X, as applicable, in formulating your view.

Please expand your various disclosures pertaining to these acquisitions as necessary to
describe the nature and extent of any operations being conducted by these entities,
including, to the extent applicable, all of the information that is required by FASB ASC
805-10-50, 805-20-50 and 805-30-50.
Undertakings, page II-6
21.Please revise to include all the undertakings Item 512 of Regulation S-K requires.
General
22.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications. Please contact the staff member associated

 FirstName LastNameHope Stawski
 Comapany