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United States securities and exchange commission logo
September 6, 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
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted August 21, 2023
CIK No. 0001933762
Dear Hope Stawski:
            We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Corporate Structure, page 2
1.We note that you identify Ham and Cheese Events LLC as your predecessor in describing
the reorganization and acquisitions on page 3, and have similar disclosures elsewhere in
the filing, as appear on pages 21, 60, 89, 118, 119, and F-27. However, Section 2.2 of the
Asset Purchase Agreement at Exhibit 2.3 appears to exclude certain aspects of the
business conducted by the entity, such as Magens Hideaway and Seas the Day Dallas.

Tell us how you considered the definition of predecessor in Rule 405 of Regulation C, in
applying this term to Ham and Cheese Events LLC. For example, explain to us how you

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evaluated the totality of the operations being conducted by the entity in concluding that
you acquired the major portion of its business and assets, including a quantitative analysis
of financial information for 2021 and up to the date of conveyance, in formulating your
view.

Also provide us with a copy of the complete signed Asset Purchase Agreement at Exhibit
2.3, including Addendum A, as referenced in Section 2.5, concerning material assets
utilized in the business that were also excluded, Section 6, which appears to be missing
from the exhibit, and any other attachments.

With regard to your disclosures of "Ham and Cheese Events, LLC d/b/a Seas the Day
Charters USVI (“STDC”)," and references to STDC as an entity, if STDC is a business
segment rather than a legal entity, revise all corresponding disclosures in the filing to
provide this clarification, and provide disclosures in the notes to the annual and interim
financial statements of the periods for which activity and balances pertaining to STDC is
based on carve-out financial information.
2.We note disclosure on page 92 explaining that you sublease a villa named Magens
Hideaway, which is referenced in the comment as being among the excluded assets.  Tell
us the extent of any associated operations have been reflected in the historical financial
statements in the absence of the underlying assets, and explain your rationale.  Also
provide details of the leasing arrangement, including the dates the terms were negotiated
and finalized.
Summary Unaudited Pro Forma Consolidated Financial Information, page 16
3.We note that your presentation of non-GAAP measures along with the pro forma financial
information on pages 16, 54 and 55 appears to be contrary to Item (10)(e)(ii)(D) of
Regulation S-K. Please revise as necessary to conform to this presentation requirement.
Use of Proceeds, page 45
4.We note your disclosure following the tabulation of expenditures that appear to constitute
your intended use of proceeds, explaining that you also intend to use $3,078,000 of the
offering proceeds to acquire Paradise Yacht Management LLC in conjunction with the
offering. However, on page 51 you disclose that the consideration to be paid in cash will
be $3,140,000.

Please resolve the discrepancy regarding the expenditure that would be required to
complete the transaction and revise your tabulation of expenditures to include this
intended use of proceeds to comply with Item 504 of Regulation S-K. Also address the
requirement in Instruction 1 to Item 504, regarding the priority to be assigned to the listed
expenditures, and your plans if substantially less than the maximum proceeds are
obtained.

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Hope Stawski
Amphitrite Digital Incorporated
September 6, 2023
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Dilution, page 49
5.We note that you have partially populated the tabulation that will be used to provide a
comparison of the public contribution under the proposed public offering and the effective
cash contribution of officers, directors, promoters and affiliated persons.

However, you report total consideration of $6,067,396 in exchange for 11,368,601
common shares, which correspond to additional paid-in capital and the number of
outstanding shares as of June 30, 2023, as reported on page F-6.

As the additional paid-in capital amount reflects various non-cash transactions, please
revise the amount of consideration to be utilized in this presentation to reflect only the
effective cash contribution to comply with Item 506 of Regulation S-K.
Unaudited Pro Forma Consolidated Financial Information
Introduction, page 51
6.We note your disclosure indicating that your pro forma information gives effect to the
acquisition of Paradise Yacht Management LLC, including four subsidiaries, which you
plan to complete in conjunction with the offering.

However, on pages F-53 through F-75 you present annual and interim combined financial
statements for the Paradise Group of Companies, having disclosures that describe the
association of the five entities as being under common control, rather than four
subsidiaries of one parent.

Please revise disclosures throughout your filing as necessary to accurately describe the
association between such entities to be acquired; identify the present owners, including
details sufficient to understand the basis for the combined financial presentation.

Please file the acquisition agreement with your next amendment.
7.We note your disclosure indicating the pro forma balance sheet gives effect to the
acquisitions and offering as if these had been completed on January 1, 2022.

Please refer to Rule 11-02(a)(6)(i)(A) and (c)(1) of Regulation S-X, regarding the
effective dates of reference to use when preparing the pro forma balance sheet and revise
as necessary to conform to these requirements.
8.Please expand your disclosures to include a reference for each pro forma adjustment in
your tabulation and a corresponding note that clearly explains your basis or rationale for
the adjustment and any assumptions made in calculating the amount to comply with Rule
11-02(a)(8) of Regulation S-X.

Also provide corresponding details regarding the components of any adjustments that are
presented on a net basis, including quantification.

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Transaction Accounting Adjustments for Consolidated Statement of Operations, page 57
9.We note your disclosure explaining that you have compiled various adjustments to give
effect to events that you believe are "directly attributable to each specific transaction,
factually supportable, and expected to have a continuing impact."

However, the criteria that you describe no longer governs the adjustments that are
required in preparing pro forma financial statements pursuant to Article 11 of Regulation
S-X. You may refer to SEC Release No. 33-10786 for clarification of changes involving
terminology, adjustment classifications, and the basis for pro forma adjustments.

Please revise your pro forma financial statements as necessary to comply with the
applicable requirements.
10.We note you include adjustments to remove transaction costs and nonrecurring expenses
related to the acquisitions and offering.  Please refer to Rule 11-02(a)(6) of Regulation S-
X and Section II.D.1.c of SEC Release 33-10786 which includes guidance regarding the
inclusion of transaction accounting adjustments for nonrecurring items and revise your pro
forma statements of operations accordingly.
11.Please present a pro forma adjustment and accompanying note disclosure, calculating the
tax expense (benefit) relating to the transaction accounting adjustments.  If there is no tax
effect due to the application of loss carryforwards or other aspects of tax accounting, an
explanation should be provided in a note to the pro forma financial statements to comply
with Rule 11-02(b)(5) of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 63
12.We note that you present a summary of your results of operations for the last two fiscal
years and comparative subsequent interim periods on page 65, which is immediately
followed by a discussion of the interim periods on pages 65-67. However, a separate
discussion covering the fiscal year ended December 31, 2022 in comparison to December
31, 2021 does not appear until pages 78 and 79, following one of two sections pertaining
to Liquidity and Capital Resources.

Please modify and expand this section of your filing to reposition disclosures on the topics
prescribed by Item 303 of Regulation S-K, to gather and more closely align content based
on the nature or focus of the discussion and analysis, and to also encompass the activity
reported for the earliest year in your historical financial statements.
Our Business
Company History, page 89
13.We note your response to our prior comment 13.  Please disclose the leases that are past
their listed expiration dates that have been filed as exhibits, and discuss the status of any

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negotiations to extend the leases or plans to replace them.
Business
The Company Fleet of Maritime Charter and Tour Vessels, page 92
14.We note that in response to prior comment 15 you added various details related to four
categories of vessels on page 93, such as the numbers of day charters, executed
reservations, guests, and weeks of charters for the six months ended June 30, 2023,
although without clarifying how such details reflect capacity and utilization..

For example, you indicate the "available utilization" for private day charters is 93%, and
20 weeks for private term charters, without clear association with any measure of
capacity, or utilization using the number of day charters or weeks of charters booked
during the six month period. We also note that you provide guest counts in disclosures on
pages 91 and 92 covering a twelve month period ended March 31, 2023, though also
without clear association with any measure of utilization relative to capacity.

Please update such disclosures to coincide with the periods covered by your financial
statements and expand your disclosures to explain how you define capacity for each
material ship or category (i.e. the measure of availability for service during the course of a
year), and indicate the periods of time that ships are generally unavailable.

Please include percentages of utilization based on activity for the twelve months ended
June 30, 2023, relative to the available capacity, adjusted as necessary to reflect any
partial periods of ownership and clarify how seasonal factors impact demand and have
been factored into any partial-year measures of utilization.

In addition, please identify the charter category to which each of the vessels listed on
pages 93-96 have been assigned.
Financial Statements, page F-1
15.We note the audit report for the financial statements of Paradise Adventures LLC on page
F-43 does not identify the auditor or indicate the report has been signed, and that the audit
report for the financial statements of either Paradise Yacht Management, LLC or Paradise
Group of Companies on page F-66 does not appear to be signed.

Please obtain and file audit opinions that identify the auditor and include a conformed
signature to comply with Rule 2-02 of Regulation S-X.
16.We note that while the audit opinion on page F-66 indicates it covers the
combined financial statements of Paradise Yacht Management, LLC and its subsidiaries,
the accompanying financial statements are identified as those of Paradise Group of
Companies, and are described on page F-71 as being comprised of five entities that
are "related through common ownership," including Paradise Yacht Management, LLC as
one of the five entities combined.

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September 6, 2023
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Please discuss this observation with your auditor and arrange to obtain and file a revised
audit opinion that clarifies whether the audit opinion covers combined financial statements
of Paradise Yacht Management LLC, or combined financial statements of Paradise Group
of Companies, including the five entities. However, as the disclosure on page F-71 also
states that the yachts held by the entities combined are "...managed by the Paradise Group
on behalf of yacht owners, in which the Paradise Group controls the yacht through its
management services," the disclosures should be revised to clarify the nature of support
for the combined financial presentation.

Provide us with a schedule listing the owners of and their relative interests in the five
entities combined, and explain how they are related to one another if this is not readily
apparent.  Also identify the individuals that own or comprise the Paradise Group, clarify
whether this is a separate legal entity, and explain how the variable interest entity
guidance in FASB ASC 810 was applied in determining that control was established via
the contractual arrangements if applicable.
Amphitrite Digital Incorporated
Six Months Ended June 30, 2023 and 2022, page F-2
17.We note that you have changed the composition of gross profit and cost of revenue on
page F-5, relative to the corresponding presentation on page F-24, whereby the figures for
the recent interim period appear to exclude costs that would be attributable to cost of
revenue in accordance with GAAP.

Please revise your interim presentation of gross profit as necessary to reflect all costs of
revenues in the measure as you appear to have done in the annual presentation.
Fiscal Years ended December 31, 2022 and 2021
Consolidated Statements of Changes in Stockholders' Deficit, page F-25
18.We understand from your response to prior comment 18 that although you completed a
reorganization of entities under common control, you do not regard your departure from
the requirement to report this transaction by retrospectively adjusting the Statement of
Changes in Stockholders' Deficit to be material.

However, we believe this requirement is fundamental to the presentation and therefore do
not believe the disparate or incomplete approach may be supported as you have expressed
and therefore continue to believe that you will need to comply with this requirement.
Please also provide the information required by FASB ASC 250-10-50-7.

Given the nature of these changes, we expect tha