United States securities and exchange commission logo





                              February 2, 2024

       Salman Khan
       Chief Financial Officer
       Marathon Digital Holdings, Inc.
       101 NE Third Avenue, Suite 1200
       Fort Lauderdale, FL 33301

                                                        Re: Marathon Digital
Holdings, Inc.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2022
                                                            Form 10-Q for the
Quarterly Period Ended September 30, 2023
                                                            File No. 001-36555

       Dear Salman Khan:

              We have reviewed your February 1, 2024 response to our comment
letter and have the
       following comments.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

               After reviewing your response to this letter, we may have
additional comments. Unless
       we note otherwise, any references to prior comments are to comments in
our January 18, 2024
       letter.

       Form 10-Q for the Quarterly Period Ended September 30, 2023

       Notes to Condensed Consolidated Financial Statements
       Note 4 - Revenue From Contracts With Customers, page 11

   1.                                                   As it relates to your
pool operator activities, we note your statement that,    The Company   s
                                                        ongoing major or
central operation is to provide bitcoin transaction verification services to
                                                        the bitcoin network
  Please revise to indicate, if true, that you also provide these
                                                        services to the
transaction requestor, in addition to the bitcoin network.
   2.                                                   As it relates to your
pool participant activities, we note that your reference to       to
                                                        provide computing power
      is too general to distinguish whether you provide a good or
                                                        service and too general
to describe the nature of such good or service. Please revise to
                                                        clarify, if true, that
as a pool participant in mining pools not operated by you that you
                                                        provide a service of
performing hash calculations for pool operators.
 Salman Khan
FirstName LastNameSalman    Khan
Marathon Digital Holdings, Inc.
Comapany2,NameMarathon
February   2024           Digital Holdings, Inc.
February
Page 2 2, 2024 Page 2
FirstName LastName
3.       Your statement that    The Company currently mines in a self-operated
pool    appears to be
         inconsistent with your disclosure that a pool in which nonconsolidated
entities participate
         does not exist subsequent to May 2022 and, for the period from
September 2021 to May
         2022, appears to conflate your pool participation activities and your
pool operator
         activities. That is, as it relates to the activities of what you call
  a self-operated pool    for
         all periods, including from September 2021 to May 2022 when
nonconsolidated entities
         participated in your mining pool, it appears that your consolidated
financial statements
         would depict you providing a transaction verification service, not a
service of providing
         hash calculations. Please tell us if our understanding is correct. If
our understanding is
         correct, reconsider the use of this phrase or make appropriate
clarifying revision.
4.       Revise the table so that    Operator - block reward    revenue is not
characterized as revenue
         from contracts with customers. Refer to ASC 606-10-50-4.
5.       We note your disclosures related to your Operator revenue policy
indicating that a
         contract is deemed to exist at the point in time that the performance
obligation is satisfied.
         Please further revise your disclosure to include your assertions that,
if true:

                the transaction requestor and the bitcoin network each have a
unilateral enforceable
              right to terminate their respective contracts at any time without
penalty;

                for each of these respective contracts, contract inception and
completion occur
              simultaneously upon block validation; that is, the contract
begins upon, and the
              duration of the contract does not extend beyond, the validation
of an individual
              blockchain transaction; and

                each respective contract contains a single performance
obligation to perform a
              transaction validation service and that this performance
obligation is satisfied at the
              point-in-time when a block is successfully mined.
6.       Revise your Operator revenue policy to clarify, if true, that the
transaction price is fixed as
         of the inception of each individual contract, contract inception
occurs at the same point in
         time you validate a block, and that you measure such noncash
consideration at the point in
         time the Company successfully validates a block, which is contract
inception.
7.       Consider clarifying the statement within the first sentence of the
Participant revenue
         policy that references    only when the Company-operated mining pool
is not available.
         We note this statement appears to be referring to the Company   s
business practice, rather
         than describing its accounting policy; however, as it relates to
business practice, it is not
         clear what    not available    means and the frequency of this
occurrence. We also note that a
         Company-operated pool does not exist after May 2022.
8.       For your Participant revenue policy, we note the revised description
of your performance
         obligation in response to prior comment 4. As previously requested,
please further revise
         your disclosures throughout the policy to consistently describe the
nature of your
         performance obligation. That is, revise references to computing power
or hash rate to
 Salman Khan
FirstName LastNameSalman    Khan
Marathon Digital Holdings, Inc.
Comapany2,NameMarathon
February   2024           Digital Holdings, Inc.
February
Page 3 2, 2024 Page 3
FirstName LastName
         more accurately describe the performance obligation as a service to
perform hash
         calculations for the pool operator. Please make similar revision to
references in your Pool
         Operator policy in which you state that you engaged unrelated
third-party mining
         enterprises (   pool participants   ) to    contribute computing power
   and to    contribute their
         hash rate.    In addition, in the 5th paragraph of your Participant
revenue policy, please
         reconsider the appropriateness of referring to this as the    primary
  output of your ordinary
         activities, considering you also generate revenue as a pool operator.
9.       In your Participant revenue policy, as previously requested, please
revise to provide a
         more precise description of the payout formulas and identify the
formula inputs that create
         variability for each component of the payout formula (i.e., block
reward, transaction fee,
         and pool fee rate). Also, please describe the measurement period for
the underlying
         variables used to calculate the payout (e.g., for the 24-hour period
beginning at midnight
         UTC daily). Also, ensure your disclosure articulates the difference
between PPS and FPPS
         payout methodologies. For example, revise to clarify that, under FPPS,
transaction fees
         are also earned in addition to the block reward. In addition, in your
description of rewards
         paid only when the pool successfully mines a block, replace your
references to computing
         power in describing your fractional share with more precise terms.
10.      Please refer to the second paragraph in your Participant revenue
policy and revise your
         disclosure to address the following:

                Clarify, if true, that contract inception occurs once your
performance of hash
              calculations commences. That is, clarify, if true, that your
enforceable right to
              compensation only begins when you commence providing hash
calculation services
              for the mining pool operator;

                Revise the sentence that starts with    These contracts are
period-to-period
              contracts       to be more precise. Similarly, remove the example
that refers to second,
              minute or hour. For example, disclose your assertion that each
party has the unilateral
              right to terminate the contract at any time without any
compensation to the other
              party for such termination and, if true, that as a result the
contract is continuously
              renewed many times throughout the day, such that the duration of
each contract is
              less than daily; and

                Clarify the statement indicating the implied renewal option is
not a material right.
              More specifically, is it correct that        there are no upfront
or incremental fees in the
              initial contract       and       the terms, conditions, and
compensation amounts for the
              renewal options are at the then market rates   ?
11.      In your Participant revenue policy, we note your disclosure that, for
PPS and FPPS
         contracts, you measure revenue based on the average daily spot rate of
bitcoin. Please tell
         us and clarify in your disclosure whether this is a simple average and
whether the average
         is computed using spot prices on the date of contract inception. Also,
consider replacing
         the reference to measuring    revenue earned    with    noncash
consideration    to better
 Salman Khan
Marathon Digital Holdings, Inc.
February 2, 2024
Page 4
         distinguish your policy for measurement pursuant to Step 3 of ASC 606
from recognition
         pursuant to Step 5 of ASC 606.
12.      We note that for third-party mining pools in which you participate
that pay rewards only
         when the pool successfully mines a block that you measure noncash
consideration using
         the spot rate of bitcoin at the time that the block is successfully
mined. We note that this
         does not comply with the requirement in ASC 606-10-32-21 to measure
noncash
         consideration at contract inception and is inconsistent with the
method you use to measure
         noncash consideration in your other mine pool participant contracts
for which you
         measure noncash consideration based on the average daily spot rate of
bitcoin on the date
         of contract inception. Please revise to select an accounting policy
that uses the same
         measurement approach for each date, consistently applied for all types
of participant
         contracts, to measure the fair value of noncash consideration on the
date of contract
         inception. Please provide us with your materiality analysis of the
impact of this correction
         on each of the financial statement periods presented.
13.      Please revise your Participant revenue policy to clarify for each
payout method whether
         variable consideration is constrained and to reference in your
disclosure the threshold for
         application of the constraint articulated in ASC 606-10-32-11. If
variable consideration is
         constrained, clarify in your disclosure whether the uncertainties
underlying the constraint
         are resolved on the date of contract inception.
14.      In your Participant revenue policy, please revise to disclose when
revenue is recognized
         and how that relates to the date on which control of the contracted
service transfers and
         the date of contract inception. For example, if non-cash consideration
is recognized on the
         same day that control of the contracted service transfers to the
mining pool operator and
         that is the same day as contract inception, revise your disclosure to
state this.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 30

15.    We note your response to prior comment 4. As previously requested,
please also ensure
       your disclosures in future filings elaborate on the underlying reasons
for the changes in
FirstName LastNameSalman Khan
       each of the factors contributing to the change in cost of revenues
energy, hosting and
Comapany    NameMarathon
       other.               Digital Holdings,
              For example, provide              Inc.of the impact that uptime
and average network
                                     an indication
       difficulty
February  2, 2024have
                  Pageon4 your bitcoin production costs.
FirstName LastName
 Salman Khan
FirstName LastNameSalman    Khan
Marathon Digital Holdings, Inc.
Comapany2,NameMarathon
February   2024           Digital Holdings, Inc.
February
Page 5 2, 2024 Page 5
FirstName LastName
       Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at
202-551-3488 if
you have questions regarding comments on the financial statements and related
matters.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Technology
cc:      Zabi Nowaid