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October 23, 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. 2 to Draft Registration Statement on Form S-1
Submitted October 2, 2023
CIK No. 0001933762
Dear Hope Stawski:
            We have reviewed your amended draft registration statement and have the following
comments.
            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 a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment 2 to Draft Registration Statement on Form S-1 filed October 2, 2023
Cover Page for Resale Prospectus, page 1
1.We note your disclosure that selling stockholders may offer and sell the shares of common
stock being offered by this prospectus from time to time in public or private transactions,
or both. You also disclose that these sales will occur at market prices prevailing at the
time of sale, at prices related to prevailing market prices, or at negotiated prices, and that
prior to the offering, there has been no public market for shares of your common stock and
that there cannot be assurances that Nasdaq will approve your listing application.
Accordingly, please revise your prospectus cover page, and elsewhere as appropriate, to
disclose an initial fixed price or bona fide price range at which the shares of your common
stock will be sold until such shares are listed on a national securities exchange, at which
time they may be sold at prevailing market prices or in privately negotiated transactions.
Refer to Item 501(b)(3) of Regulation S-K.

 FirstName LastNameHope Stawski
 Comapany NameAmphitrite Digital Incorporated
 October 23, 2023 Page 2
 FirstName LastName
Hope Stawski
Amphitrite Digital Incorporated
October 23, 2023
Page 2
Unaudited Pro Forma Consolidated Financial Information
Note 2 - Calculation of Estimated Acquisition Consideration and Preliminary Purchase Price
Allocation , page 60
2.Please expand your preliminary purchase price allocation table on page 61 as necessary to
list the amounts ascribed to each purchase price component, and to show how the total
purchase price reconciles to the net assets acquired. It appears that you may need to
correct your computation of net assets acquired.

Please also disclose your basis for the valuation of stock underlying the non-cash
component of the purchase price and describe any circumstances under which either the
valuation or the number of shares to be issued to complete the acquisition may change.
As you would generally be using the fair value of the stock on the transaction date under
generally accepted accounting principles, you will need to explain the reasons for any
valuation that is not consistent with your offering price.

Please address all of the requirements in Rule 11-02(a)(11)(ii) of Regulation S-X.
Note 3 - Transaction Accounting Adjustments to Unaudited Pro Forma Consolidated Financial
Information, page 61
3.Please revise as necessary to present a separate pro forma adjustment for the cash
proceeds you expect to receive from the offering, along with details of the total number of
shares to be issued and the estimated offering price.  The various items referenced in your
discussion of pro forma adjustment A-2 should be disaggregated and addressed separately
in connection with this change.
4.In response to prior comment 10 you state that you revised the pro forma financial
statements to comply with Rule 11-02(a)(6) of Regulation S-X and Section II.D.1.c of
SEC Release 33-10786.  Tell us why you believe that removing the stock based
compensation expense referenced in your pro forma adjustment K would be consistent
with this guidance.
Note 5 - Management's Adjustments, page 64
5.We note you are opting to present management adjustments depicting synergies of the
acquisitions of PA and PGC.  However, the presentation of such information should be
limited to reconciliations of pro forma net income from continuing operations attributable
to the controlling interest and the related pro forma earnings per share data pursuant to
Rule 11-02(a)(7)(ii)(A) of Regulation S-X.

As such, it appears that you should add these reconciliations and remove Management’s
Adjusted Pro Forma Consolidated Statement of Operations on pages 65 and 66 to conform
with this requirement.

 FirstName LastNameHope Stawski
 Comapany NameAmphitrite Digital Incorporated
 October 23, 2023 Page 3
 FirstName LastName
Hope Stawski
Amphitrite Digital Incorporated
October 23, 2023
Page 3
6.Please expand your disclosures to describe the basis for each management adjustment,
including any material assumptions and uncertainties, methods of calculation, estimated
time for achieving synergies, how you considered the possibility of dis-synergies, and any
material limitations to comply with Rule 11-02(a)(7)(ii)(D) of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Recent Developments, page 68
7.We note that on September 15, 2023, you entered into a Third Amendment to the
Membership Interest Purchase Agreement which extended the closing date to on or before
October 31, 2023.  However, the acquisition of the Paradise Group of Companies is
dependent on the consummation and proceeds from this offering.  Please revise to disclose
the status of any negotiations to extend the closing date of this agreement. In light of the
pending review of your registration statement / draft submission, it appears that you will
not be in a position to complete this offering by the closing date deadline of October 31,
2023.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Factors Affecting Amphitrite Digitals Operating Results, page 69
8.Please modify your references to pro forma information within Management's Discussion
and Analysis, and elsewhere throughout the filing as necessary to describe
the assumptions involved and to identify any pro forma effects that are based on
transactions that have yet to occur.

For example, such clarification should be provided for disclosures on pages 69 and
71 indicating the number of guests you serve on a pro forma basis was over 80,000, and
on page 91 indicating that a pro forma year over year revenue increase of 21.6%
results from placing Paradise Adventures on your digitally enabled guest acquisition
program.
Security Ownership of Certain Beneficial Owners and Management, page 150
9.Please revise the tabular entries for Hope and Scott Stawski so that each is shown as
beneficially owning the total number of shares that both own in the aggregate, and revise
the percentages to reflect this new total.  The footnotes should explain why these amounts
are reflected in the table.  See Instruction 5 to Item 403 of Regulation S-K.

 FirstName LastNameHope Stawski
 Comapany NameAmphitrite Digital Incorporated
 October 23, 2023 Page 4
 FirstName LastName
Hope Stawski
Amphitrite Digital Incorporated
October 23, 2023
Page 4
            You may contact Jenifer Gallagher, Staff Accountant, at (202) 551-3706 or Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding comments on the
financial statements and related matters. Please contact Anuja A. Majmudar, Attorney-Adviser,
at (202) 551-3844 or Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Brenda Hamilton