Correspondence 0001829126-24-000856 from Amphitrite Digital Inc (CIK 0001933762)
Amphitrite Digital Inc (CIK 0001933762)
Date: Feb. 9, 2024 · CIK: 0001933762 · Accession: 0001829126-24-000856
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File numbers found in text: 333-275379
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CORRESP
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Amphitrite
Digital Incorporated
6501 Red Hook Plaza, Suite 201-465
St. Thomas, Virgin Islands, U.S., 00802
February 9, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Jenifer Gallagher
Karl Hiller
Anuja A. Majmudar
Timothy S. Levenberg
Re: Amphitrite Digital Incorporated
Registration Statement on Form S-1, as amended
(File No. 333-275379)
Request for Acceleration of Effective Date
Dear Ladies and Gentlemen:
Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Amphitrite Digital Incorporated (the “Company”) hereby requests that the Securities
and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement
on Form S-1 (as amended, the “Registration Statement”) and declare the Registration Statement effective as of 4:00
PM Eastern time, on February 13, 2024, or as soon thereafter as possible, or at such other time as the Company or its counsel may request
by telephone to the staff of the Commission. The Company hereby authorizes each of Andrew M. Tucker and Zalak Raval of Nelson Mullins
Riley & Scarborough LLP, counsel to the Company, to make such a request on its behalf. This request for acceleration is subject, however,
to your receiving a telephone call prior to such time from Nelson Mullins Riley & Scarborough LLP confirming this request.
Once the Registration Statement
has been declared effective, please orally confirm that event with Andrew M. Tucker of Nelson Mullins Riley & Scarborough LLP at (202)
689-2987 or, in his absence, Zalak Raval of Nelson Mullins Riley & Scarborough LLP at (202) 689-2838.
Under separate cover, you
will receive today a letter from the managing underwriters of the proposed offering joining in the Company’s request for acceleration
of the effectiveness of the Registration Statement.
[Signature page follows]
Very truly yours,
Amphitrite Digital Incorporated
/s/ Scott Stawski
By:
Scott Stawski
Title:
Executive Chairman
[Signature Page
to Acceleration Request]