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CORRESP
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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

September
29, 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

Amendment
No. 1  to Draft Registration Statement on Form S-1

Submitted
August 21, 2023

CIK
No. 0001933762

Ladies
and Gentlemen:

On
behalf of Amphitrite Digital Incorporated (the “Company”), this letter responds to the letter dated September 6, 2023
(the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”
or the “Commission”), regarding the Company’s Amendment No.1 to Draft Registration Statement on Form S-1 filed
on August 21, 2023 (the “Amendment No. 1 to Draft Registration Statement”). In further response to the Comment Letter
and to update certain information in the Amendment No. 1 to Draft Registration Statement, the Company today is submitting to the Commission
an Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”).

Capitalized
terms used but not defined in this letter have the meanings as defined in the Amendment No.1 to 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.

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 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.

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that, in considering the determination of the
predecessor, the Company considered the authoritative guidance in Rule 405 of Regulation C, the Staff’s interpretive guidance in
Financial Reporting Manual 1170.1, and public statements by the Staff at the 2015 AICPA National Conference. In that speech, the Staff
highlighted a number of factors for registrants to consider in determining the predecessor, including (but not limited to) (1) the order
in which the entities are acquired, (2) the size of the entities, (3) the fair value of the entities, and (4) the ongoing management
structure.

In
considering the foregoing principles of predecessor determination in light of Ham and Cheese Events, LLC (“HAM”) specific
facts and circumstances, as well as other factors outlined below, the management of HAM concluded that HAM is the predecessor for accounting
purposes. HAM’s analysis follows:

The
Order in which the Entities are Acquired.

HAM
was formed in March 2012 as a Texas limited liability company and serves as the legal entity for various business units. Two individuals,
Hope Stawski and Scott Stawski (collectively referred to as the “Stawskis”) own 100% of the membership interests of HAM.
The operations of HAM consisted of five separate and discrete business units: 1) operations of the Seas the Day business unit (“Seas
the Day BU”) consisting of a tour activities and attractions business located in Unites States Virgin Islands (USVI) and marketed
under the ‘Seas the Day’ brand primarily Seas the Day Charters USVI www.seasthedayusvi.com; 2) operations of
the Windy of Chicago Ltd. (“WOC”) consisting of the tour activity and attractions business for ‘Tall Ship Windy’;
www.tallshipwindy.com (since acquired by HAM in January 2022 from an unrelated party and subsequently acquired by AMDI in April
2022); 3) operations of the Prosper Estate Winery and Vineyard business which was closed in May of 2021; 4) operations of the Magen’s
Hideaway bed and breakfast and vacation villa business unit (“Magens BU”); and 5) marketing consulting and other miscellaneous
business activities.

In
April 2022, Amphitrite Digital Incorporated (“AMDI”) and STDC Holdings, Incorporated (“STDC”), a wholly owned
subsidiary of AMDI was registered and incorporated under the laws of USVI.

AMDI
was established to hold the operations of in-destination tour activity operators providing primarily boat tours and private boat charters
using advanced digital technology platforms to market, manage and operate in-destination tours, activities and events in the U.S. and
the Caribbean. Through its wholly owned subsidiaries, AMDI owns and operates more than a dozen tour and charter boats with its main operations
located in USVI, Panama City, Florida and Chicago, Illinois.

STDC
was formed for the purpose of acquiring the discrete Seas the Day business unit of HAM.

Between
January 1, 2022 and April 19, 2022, the following events took place:

 ● On
                                            January 12, 2022, HAM acquired 100% of the issued and outstanding common stock of WOC and
                                            the rights to a docking lease at Navy Pier in Chicago and lease of Tall Ship WINDY, for cash
                                            consideration of $100,000.

 ● On
                                            April 1, 2022, AMDI acquired 100% of the issued and outstanding common stock of WOC from
                                            HAM for consideration of $100,000. The consideration consisted of a $100,000 note payable
                                            bearing interest at 4% per annum, secured by the common stock of WOC with all outstanding
                                            principal and accrued interest due at maturity on April 1, 2023. This transaction was deemed
                                            to be an asset acquisition and transaction between entities under common control.

    2

 ● On
                                            April 19, 2022, STDC acquired the separate and discrete Seas the Day business unit (“Seas
                                            the Day BU”) of Ham and Cheese Events LLC. In this transaction, 100% of the operating
                                            assets and 100% of the liabilities of the Seas the Day BU of Ham and Cheese Events LLC were
                                            acquired by STDC. STDC issued HAM a note payable in the amount of $551,098 as consideration
                                            for the Seas the Day BU.

In
addition to the notes payable consideration issued to the owners of HAM, for their contribution of WOC and the Seas the Day BU to AMDI,
AMDI, as parent company, issued a total of 6,400,000 shares of common stock to the Stawskis, majority owners of HAM (3,200,000 to each
person) and another 250,000 shares of common stock to a founder.

Because
HAM was formed and capitalized approximately 10 years, prior to the acquisition of Seas the Day BU by the Company’s subsidiary
and the entity first controlled by the parent is determined to be the predecessor management concluded that this factor was an indicator
that HAM is the predecessor entity.

The
Size of the Entities.

As
noted in the Company’s MD&A and financial statements, the Company accounted for the Seas the Day BU acquisition as a common
control transaction under ASC 805. At the 2006 AICPA National Conference on Current SEC and PCAOB Developments, the SEC staff indicated
that the predecessor entity in a common control transaction generally is the entity that was first controlled by the parent. The reorganization
was considered to be a transaction between entities under common control as there was no change in the ownership structure but simply
a change in the parent company of WOC and the Seas the Day BU from HAM to AMDI and a change in the reporting entity. In accordance with
subtopic ASC 805-50 Business Combination, since the common-control transaction results in a change in the reporting entity, the
consolidated financial statements have been retrospectively adjusted to include the assets and liabilities received in the reorganization
and business operations of the Seas the Day BU for all periods presented as if the reorganization had occurred at the beginning of the
period included in the consolidated financial statements, or as of January 1, 2021 and the acquisition of WOC’s issued and outstanding
common stock has if it had occurred on January 12, 2022.

A
summary of the basis of presentation of these consolidated financial statements is below:

 ● The
                                            December 31, 2022 consolidated financial statements include AMDI (incorporated April 2022),
                                            and its wholly owned subsidiaries WOC (since acquired January 12, 2022 from HAM in a reorganization)
                                            and STDC (incorporated in April 2022) which holds the operating assets and liabilities of
                                            the Seas the Day BU (acquired from HAM on April 19, 2022).

 ● The
                                            December 31, 2021 financial statements include the carved-out operating activities of the
                                            Seas the Day BU only, the predecessor. The carve-out operating activities as of and for the
                                            year ended December 31, 2021, were prepared in accordance with US GAAP and carved out from
                                            the financial statements of HAM using the historical assets and liabilities, results of operations
                                            and cash flows of HAM attributable to the Seas the Day BU.

Based
on the history of AMDI and the transactions that occurred above, we have determined that the Seas the Day BU is the predecessor under
Regulation C, Rule 405

Considerations
of Predecessor Entity

The
definition of “predecessor” in Regulation C, Rule 405 is very broad. For purposes of financial statements, designation of
an acquired business as a predecessor is generally not required except where a registrant succeeds to substantially all of the business
(or separately identifiable line of business) of another entity (or group of entities) and the registrant’s own operations before
the succession appear insignificant relative to the operations assumed or acquired.

    3

In
applying the definition of predecessor above, we reviewed the financial results of the Seas the Day BU, for which discrete financial
information was maintained, compared to HAM in in its entirety for the year ended December 31, 2021 and through the transfer of the Seas
the Day BU to STDC. This quantitative analysis is presented below:

    December 31, 2021

    Seas the Day BU
    Magens BU
    Prosper Estate
 Winery*
    Marketing
 and
 Consulting
    Total HAM
    % of Seas
 the Day BU
 to Total

    Assets
    $ 1,681,162
    $ -
    $ 87,882
      -
    $ 1,769,044
      95 %

    Revenues
    $ 2,059,001
    $ 111,917
    $ -
    $ 1,593
    $ 2,172,511
      95 %

    Expenses
    $ 1,958,100
    $ 102,244
    $ 16,415
    $ 1,814
    $ 2,078,573
      94 %

    Operating income (loss)
    $ 100,901
    $ 9,673
    $ (16,415 )
    $ (221 )
    $ 93,938
      110 %

    Absolute Value
    $ 100,901
    $ 9,673
    $ 16,415
    $ 221
    $ 127,210
      79 %

    April 19, 2022

    Seas the Day BU
    Magens BU
    Prosper Estate
 Winery*
    Marketing
 and
 Consulting
    Total HAM
    % of Seas
 the Day BU
 to Total

    Assets
    $ 2,301,459
    $ 56,476
    $ -
      -
    $ 2,357,935
      98 %

    Revenues
    $ 1,207,708
    $ 88,000
    $ -
    $ 276
    $ 1,295,984
      93 %

    Expenses
    $ 942,248
    $ 39,474
    $ -
    $ 99
    $ 981,821
      96 %

    Operating income (loss)
    $ 265,460
    $ 48,526
    $ -
    $ 177
    $ 314,163
      84 %

    Absolute Value
    $ 265,460
    $ 48,526
    $ -
    $ 177
    $ 314,163
      84 %

 * Closed in May 2021

Analysis
of Magens BU

Magens
Hideway is a five-bedroom luxury villa located in St. Thomas (“Magens”). The physical asset is owned by Scott and Hope Stawski
and prior to April 2022, Magens was primarily utilized by the Stawskis (100% owners of HAM) as their own vacation home supplemented by
rental income from third parties via Vacation Rental By Owner (VRBO) at times when the Stawskis were not utilizing the property.

In
April 2022, STDC and HAM executed an operating lease agreement for the Magens property. Under the terms of the operating lease agreement,
STDC will remit $11,000 monthly to HAM and STDC will market and operate Magens. STDC is entitled to the revenue and profits generated
by Magens. The physical asset of Magens resides in the ownership of the Stawski’s. However, Magens is now being marketed 100% as
a bed and breakfast and vacation villa for the purpose of generating rental income from third parties (“Magens BU”).

As
noted above, the revenues and expense generated by Magens were insignificant to HAM’s total assets and operations in 2021 and through
April 19, 2022. Further, Magens was not designed to operate as a business until the execution of the operating lease agreement. Therefore,
this fact pattern is significantly different from the reorganization that occurred between HAM and AMDI in connection with transferring
the Seas the Day BU.

Seas
the Day Dallas (“Dallas BU”)

The
Stawskis established the Seasthedaydallas.com website to test the concept of land-based tour activities. Operations were set to begin
in 2020; however, due to the difficulties of such a business model during Covid this business never commenced. The Dallas BU never generated
any revenues and expenses were limited to $250 for the website.

Based
on the quantitative analysis above, the Seas the Day BU comprised the signification portion of HAM; therefore, we have concluded that
STDC acquired the major portion of HAM’s business and assets on April 19, 2022 in the reorganization when the Seas the Day BU assets
and liabilities were acquired by STDC from HAM. Therefore, we have referred to Seas the Day BU as the predecessor in the AMDI consolidated
financials for the years ended December 31, 2022 and 2021. Prior to the reorganization and acquisition of the Seas the Day BU from HAM
and acquisition of WOC, AMDI had no asse