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        NELSON MULLINS RILEY &

        SCARBOROUGH LLP

        ATTORNEYS AND COUNSELORS AT LAW

    Andrew M. Tucker

        T: 202.689.2987

        Andy.tucker@nelsonmullins.com

        101 Constitution
        Avenue, NW

        Suite 900

        Washington
        D.C., 20001

        T: 202.689.2800
        F: 202.689.2860

        nelsonmullins.com

August 18, 2023

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Attention:

    Jenifer Gallagher

    Karl Hiller

    Anuja A. Majmudar

    Timothy S. Levenberg

    RE:
    Amphitrite Digital Incorporated

Draft Registration Statement on Form S-1

Submitted June 16, 2023

CIK No. 0001933762

Ladies and Gentlemen:

On behalf of Amphitrite Digital
Incorporated (the “Company”), this letter responds to the letter dated July 13, 2023 (the “Comment Letter”)
from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC” or the “Commission”),
regarding the Company’s Draft Registration Statement on Form S-1 filed on June 16, 2023 (the “Draft Registration Statement”).
In further response to the Comment Letter and to update certain information in the Draft Registration Statement, the Company today is
submitting to the Commission an Amendment No.1 to the Draft Registration Statement (the “Amended Draft Registration Statement).

Capitalized terms used but not defined in this letter have the meanings as defined in the Draft Registration Statement.

For the convenience of the
Staff, we have included the text of the Staff’s comment is included in bold font type below immediately preceding the Company’s
response.

California  |  Colorado  |  District
of Columbia  |  Florida  |  Georgia  |  Maryland  |  Massachusetts  |  New
York

North
Carolina  |  South Carolina  |  Tennessee  |  West Virginia

    August 18, 2023

Page 2

Draft Registration Statement on Form S-1

Cover Page

1. Please provide an agent for service that is located in the United States.

Response: The Company acknowledges the Staff’s comment and has provided an agent of service located in the United States on the cover page of the Amended Draft Registration Statement.

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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 1 of the Amended Draft Registration Statement.
From July 30, 2019 through June 30, 2023, on a cumulative basis, the Company’s operating units have received more than
9,400 reviews on major consumer review sites: Google Reviews, TripAdvisor, and Facebook. Of those reviews on a 5-star scale, 94% were
5-star reviews, 2% were 4-star, 1% were 3-star and 3% were 2 or 1-star reviews.

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.

Response: The Company respectfully advises the Staff that the Company has revised the organization structure diagram to incorporate the Staff’s inputs and the diagram on page 2 of the Amended Draft Registration Statement as set forth below. The Company has provided two charts describing the corporate structure as of June 30, 2023, and after giving effect to the Paradise Yacht Management LLC acquisition anticipated to close upon the consummation of the offering. The Company’s operating business units include: 1. Seas the Day Charters and Magens Hideaway on St. Thomas, USVI, through its wholly owned subsidiary, STDC Holdings Incorporated (“STDC Holdings”), a USVI C-corporation, 2. Windy of Chicago, through its wholly owned subsidiary, Windy of Chicago Limited, a corporation formed in Illinois, 3. Paradise Adventures Catamarans and Watersports in Panama City Beach, Florida, through its wholly owned subsidiary Paradise Adventures LLC, a Florida limited liability company, and 4. Paradise Yacht Management group in the U.S and British Virgin Islands, through its anticipated acquisition of Paradise Yacht Management LLC, a USVI limited liability company and related legal entities which will become its wholly owned subsidiary upon the closing of this offering. The Company’s corporate structure as of June 30, 2023 is illustrated below:

    August 18, 2023

Page 3

The Company’s corporate structure giving effect to the Paradise Yacht Management LLC acquisition anticipated to close upon the consummation of the offering is illustrated below:

    August 18, 2023

Page 4

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.”

Response: The Company acknowledges the Staff’s comment. In response to the Staff’s comment, the Company has identified four examples of areas which are digitally enabled and consequently provide the Company with competitive advantages by improving the Company’s operating efficiencies. Accordingly, the Company has revised the disclosure on pages 5 and 6 of the Amended Draft Registration Statement to include additional narrative details and clarification.

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.”

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 6 of the Amended Draft Registration Statement. The Company advises the staff that the Company spent $535,467 on online advertising and marketing guest acquisition programs, primarily online search and display advertising buys on Google, Microsoft Audience Network and Meta, to achieve $4,494,380 in online and direct ticket sales. Website and social media traffic for this time period, measured by unique users, was 4.86 million, an increase of 365% year over year for the company-owned websites at tallshipwindy.com, seasthedayusvi.com, and paradiseadventurespcb.com. The Company’s ROAS for the twelve months ended June 30, 2023 was 839%. It converts to a cost of online and direct revenue of 11.9%. The Company clarifies that its direct and online guest acquisition programs achieve a cost of sale of 11.9% compared to the traditional TAA operator relying on OTA bookings and paying an estimated 15% to 30% commissions according to Phocuswright in their research report titled, ‘The Outlook for Travel Experiences 2019-2025.’ The Company has provided detailed clarification on its digitally enabled campaign management on pages 5 and 6 of the Amended Draft Registration Statement.

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.

    August 18, 2023

Page 5

Response:

A. Background

From the period beginning in June 2022 and
ending in July 2022, the Company issued and sold shares of its common stock to investors in reliance on the exemptions from registration
set forth in Regulation CF of the Securities Act (the “Regulation CF Offering”). Specifically, the Company’s Regulation
CF Offering was launched on June 16, 2022 and closed on July 31, 2022. From January 4, 2023 through July 17, 2023, the
Company website, amphitritedigital.com/blog – “Founders Story” included the statement referenced by the Staff.:

“... 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”. (The “Post”).

The Commission raised awareness of the Post to
the Company via the Comment Letter and the Company promptly removed the Post on July 17, 2023. The Company submitted a Draft Registration
Statement related to its proposed initial public offering (the “Proposed IPO”) on June 16, 2023, and the Amended Draft Registration
Statement on August 18, 2023. The following sets forth the Company’s analysis of the applicable rules and regulations of the Commission
and concludes that the Post did not violate Section 5 of the Securities Act of 1933 (the “Securities Act”).

The language referenced by the Staff was intended
to invite the existing investors, primarily, the Regulation CF Offering investors and employee shareholders (the “Existing Investors”)
to join a webinar. The webinar was accessible by invitation only and provided an opportunity to receive an update among other things,
on the Company’s operations, officers and directors, organizational accomplishments, Q3 2022 revenue and financial overview, and
growth plans (the “Webinar”). The language of the Post was initially prepared and posted on the website in connection with
the Regulation CF Offering and was removed at the conclusion of the Regulation CF Offering. When the Post was uploaded to the website
on January 4, 2023, it inadvertently included the prior language from the post in connection with the Regulation CF Offering. The Company’s
inclusion of the Post in connection to the Webinar was an oversight and not intended as a solicitation. The Webinar explicitly clarified
that it was not an offer or solicitation as such term is defined in Section 5 of the Securities Act. The hyperlink directed the Existing
Investors to the Company’s “Investors” page at https://amphitritedigital.com/investors. The content on the Investors
page informed the Existing Investors of the company’s operations and allowed them to subscribe to the Company’s mailing list.
Following receipt of the Comment Letter, the Company removed the Post on July 17, 2023. The Company advises the Staff that no sales have
directly or indirectly resulted from the Post.

The following sets forth the Company’s analysis
of the applicable rules and regulations of the Commission regarding why the availability of the Post did not violate Section 5 of
the Securities Act of 1933 (the “Securities Act”).

    1
    Publication of Information Prior to or After the Effective Date of a Registration Statement, Securities Act Release No. 33-3844, 22 Fed. Reg. 8359(Oct. 8, 1957).

    August 18, 2023

Page 6

B. The Post does not constitute an “offer”
as such term is defined under the Securities Act or interpreted by the Commission with respect to the Company’s Proposed IPO.

Section 5(c) of the Securities Act provides
that it is unlawful for any person, directly or indirectly, to offer to sell or offer to buy through the use or medium of any prospectus
relating to any security unless a registration statement has been filed. Section 2(a)(3) of the Securities Act defines the term “offer”
as “every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security, for value.”1
The Commission has interpreted the definition of “offer” to include any activity that may have the effect of soliciting or
creating a buying interest in a security.2 Please note that the Post was not provided for purposes of offering securities in
the Company’s Proposed IPO or intended to encourage the sale of securities in the Proposed IPO. Except as discussed below, the Post
does not make reference to the terms of the Proposed IPO, the manner or timing by which the Company expects to dispose of securities in
the Proposed IPO, the names of the underwriters in the Proposed IPO, how to participate in the Proposed IPO or the potential returns or
benefits to investors in the Proposed IPO, and the Post included no other language that would normally be considered as constituting an
“offer” with respect to the Proposed IPO. Also note that the Post was accessible only on the Company’s Blog page on
its website with respect to the Webinar and was targeted solely to the Existing Investors.

C. The availability of the Post did not precondition
the market with respect to the Company’s Proposed IPO.

The Company recognizes that the policy underlying
the communication restrictions under Section 5 of the Securities Act is based on the concern that certain communications may condition
the market or arouse public interest in a particular security without providing investors with adequate disclosure. This policy is reflected
by the fact that judicial and Commission interpretations of what constitutes an “offer” have expanded the term’s definition
in Section 2(a)(3) of the Securities Act to include activities that condition the market for the securities to be sold in the offering.3
Such activities include publicity that may increase public interest in an offering of the issuer’s securities even though it may
not specifically refer to a proposed offering. Notwithstanding such expanded interpretation, the Company respectfully submits that the
availability of the Post did not precondition the market with respect to the Proposed IPO.

    2
    Id. at 8359.

    3
    Publication of Information Prior to or After the Effective Date of a Registration Statement, Securities Act Release No. 33-3844, 22 Fed. Reg. 8359(Oct. 8, 1957).

    August 18, 2023

Page 7

First, as noted above, the Post was made
available specifically to a limited group of investors in the Regulation CF Offering and employee shareholders as part of the
Company’s marketing and informational function. The Regulation CF Offering investors and employee shareholders are a much
smaller group of investors in comparison to the large retail and institutional investors of the general public that will be targeted
by the underwriters in the Proposed IPO. That such Post was