Stronghold Digital Mining, Inc.
595 Madison Avenue, 28th Floor
New York, New York 10022
January 31, 2025
United States
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attention: David Gessert
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RE:
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Stronghold Digital Mining, Inc.
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Registration Statement on Form S-3
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Registration No. 333-276446
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Ladies and Gentlemen:
Stronghold Digital Mining, Inc. (the “Company”) hereby requests, pursuant to Rule 477 of the Securities Act of 1933, as amended (the “Securities Act”), that the Company’s Registration
Statement on Form S-3 (File No. 333-276446), filed with the Securities and Exchange Commission (the “Commission”) on January 9, 2024, together with all exhibits thereto (the “Registration Statement”), be withdrawn effective immediately.
The Company initially filed the Registration Statement pursuant to a Registration Rights Agreement (the “Registration Rights Agreement”), dated December 22, 2023, by and between the
Company and the selling stockholder named in the Registration Statement (the “selling stockholder”). The Registration Statement registered the sale by the selling stockholder of up to 4,600,000 shares of the Company’s Class A common stock, par value
$0.0001 per share.
The Registration Rights Agreement has been terminated. Therefore, the Company is seeking withdrawal of the Registration Statement because it is no longer required, and does not
intend, to pursue the contemplated registration of the securities for resale by the selling stockholder covered by the Registration Statement. The Registration Statement has not been declared effective and no securities of the Company were sold
pursuant to the Registration Statement. Based on the foregoing, the Company submits that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) under the
Securities Act.
The Company acknowledges that no refund will be made for fees paid to the Commission in connection with the filing of the Registration Statement. However, in accordance with Rule
457(p) under the Securities Act, the Company requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.
Please provide the Company with a copy of the order consenting to the withdrawal of the Registration Statement as soon as it is available, with a copy sent to the Company’s legal
counsel, Daniel LeBey, at dlebey@velaw.com. The Company respectfully requests your assistance in this matter.
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Yours truly,
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Stronghold Digital Mining, Inc.
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By:
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/s/ Gregory A. Beard
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Gregory A. Beard
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Chief Executive Officer and Chairman
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