United States securities and exchange commission logo





                             March 31, 2023

       Gary A. Vecchiarelli
       Chief Financial Officer
       CleanSpark, Inc.
       2370 Corporate Circle
       Suite 160
       Henderson, NV 89074

                                                        Re: CleanSpark, Inc.
                                                            Form 10-K for the
Fiscal Year Ended September 30, 2022
                                                            Filed December 15,
2022
                                                            Form 10-Q for the
Quarterly Period Ended December 31, 2022
                                                            Filed February 9,
2023
                                                            File No. 001-39187

       Dear Gary A. Vecchiarelli:

              We have reviewed your February 22, 2023 response to our comment
letter and have the
       following comments. In some of our comments, we may ask you to provide
us with information
       so we may better understand your disclosure.

              Please respond to these comments 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 our
       comments apply to your facts and circumstances, please tell us why in
your response.

              After reviewing your response to these comments, we may have
additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       February 6, 2023 letter.

       10-K for the Fiscal Year Ended September 30, 2022

       General

   1.                                                   Refer to your response
to comment 2. In future filings, please include a table that shows a
                                                        comprehensive breakeven
analysis that compares the cost to earn or mine one bitcoin with
                                                        the value of one
bitcoin. Show each cost in a separate row, and include footnotes to the
                                                        table to explain any
assumptions used in the analysis.
   2.                                                   Refer to your responses
to comments 3, 7 and 9. In your response letter, please provide
                                                        the information
requested in each comment.
 Gary A. Vecchiarelli
FirstName
CleanSpark,LastNameGary A. Vecchiarelli
             Inc.
Comapany
March      NameCleanSpark, Inc.
       31, 2023
March2 31, 2023 Page 2
Page
FirstName LastName
Lines of Business, page 5

3.       Refer to your response to comment 5. Please tell us whether or not you
currently have
         any planned material strategic acquisitions, and, if so, the stage of
such acquisitions, as
         well as the estimated time line, the estimated costs and the sources
of capital for
         the acquisitions.
4.       Refer to your response to comment 6. Please tell us whether you have
any agreements
         with Coinbase or any other exchanges.
Distribution, Marketing and Strategic Relationships, page 7

5.       Refer to your response to comment 8. Please tell us whether Coinmint,
pursuant to the
         agreement to use commercially reasonable efforts to mine bitcoin on
your behalf,
         contributes your computing power to a mining pool that it or another
third-party operates,
         and please identify the mining pool operator or operators. Also,
please tell us (i) whether
         the mining pools you use provide services only for bitcoin mining or
if they are multi-
         crypto asset mining pools, (ii) the fees associated with participating
in the mining pool and
         (iii) the processing power you contribute to each mining pool you use.
Cybersecurity, page 10

6.       Refer to your response to comment 10. In future filings, please
disclose the terms and
         provisions of any insurance policies covering your miners, including
the amount of
         coverage, term and termination provisions, renewal options and
limitations on coverage.
         To the extent that you do not have insurance coverage for your miners,
please disclose and
         add risk factor disclosure.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-11

7.       Refer to your response to comment 16 and the related agreement
provided to us as Exhibit
         A. Please provide us with the mining pool operator   s payout
methodology, including
         payment terms and calculation of amounts owed.

8.       Refer to your response to comment 16 regarding Step 3 of ASC 606 in
relation to your
         constraining estimates of variable consideration. Please tell us the
following:
             Explain to us if you are fully constraining all of your variable
consideration, and if so,
             the support for that accounting under ASC 606-10-32-11 and 32-12.
             Tell us the payout formula, including terms that cause
variability, for your bitcoin
             awards and transaction fees.
             Clarify why you are not able to estimate your hashrate or
transactional fees as you
             perform your services.
             With respect to the timing of revenue recognition whereby you
recognize revenue
             when the mining pool operator communicates the company   s share
of the bitcoin and
 Gary A. Vecchiarelli
FirstName
CleanSpark,LastNameGary A. Vecchiarelli
             Inc.
Comapany
March      NameCleanSpark, Inc.
       31, 2023
March3 31, 2023 Page 3
Page
FirstName LastName
              transaction fee rewards and the confirmation of the company   s
share of the awarded
              bitcoins is received, tell us the following:
                o  why both communication and receipt are necessary;
                o  ensure that your response explains how this accounting
policy considered ASC
                   606-10-25-23 to 25-25 and ASC 606-10-32-11; and
                o  discuss at what point the uncertainty associated with the
variable consideration
                   is resolved and why.

9.       Refer to your response to comment 16 regarding Step 3 of ASC 606 in
relation to your
         non-cash consideration. Please tell us the following:
             Per ASC 606-10-32-21, you should measure the estimated fair value
of the noncash
             consideration at contract inception. Please clarify whether your
contract inception is
             the beginning of each day (a separate transaction), or if contract
inception begins
             when you provide computing power to the mining pool. Include how
you considered
             the criteria in ASC 606-10-25-1 are met at that time, and
reference your consideration
             of the termination provisions of the agreements.
             You disclose on page F-11 that the non-cash transaction
consideration received in the
             form of bitcoin is measured at fair value on the date received,
which is not materially
             different than the fair value at contract inception. Please
explain how you are able to
             determine that the fair value of the bitcoin on the date received
is not materially
             different than the estimated fair value of the bitcoin required to
be measured at
             contract inception under ASC 606-10-32-21. Include your
consideration of the recent
             price volatility in the bitcoin market in your determination.
             Also on page F-11, you disclose that the fair value of the bitcoin
received is
             determined using the spot price of bitcoin on the date earned.
Please provide the
             following in future filings:
               o   Reconcile this disclosure of bitcoin fair value on the date
"earned" with the prior
                   disclosure of bitcoin fair value on the date "received."
               o   Clarify why you refer to the date "earned" and do not
discuss the time when
                   "control is transferred" as specified under ASC 606-10-25-23
to 25-25.
             In response to prior comment 21, you told us that you value each
bitcoin (or fraction
             thereof) individually at the fair value on the date it was mined
and the fair value is
             derived daily from NASDAQ.com using the bitcoin price as of
midnight Greenwich
             Mean Time (GMT). Explain to us the significance of using midnight
GMT and
             whether this is a stated time period in your contract.
10.      Refer to your response to comment 16. In future filings, please
disclose the following:
             Disclose when you satisfy your performance obligations and the
significant payment
             terms. Refer to ASC 606-10-50-12(a) and (b).
             If material, disclose revenue recognized in the reporting period
from performance
             obligations satisfied (or partially satisfied) in previous periods
(for example, changes
             in transaction price). Refer to ASC 606-10-50-12A.
             Disclose the judgments, and changes in the judgments, made in
applying ASC 606
             that significantly affect the determination of the amount and
timing of your revenue,
 Gary A. Vecchiarelli
CleanSpark, Inc.
March 31, 2023
Page 4
              including explaining the judgments, and changes in the judgments,
used in
              determining the timing of satisfaction of the performance
obligations and the
              transaction price. Refer to ASC 606-10-50-17 to 50-19.
                Disclose information about the methods, inputs, and assumptions
used for
              determining the transaction price (including estimating variable
consideration and
              measuring noncash consideration) and assessing whether an
estimate of variable
              consideration is constrained. Refer to ASC 606-10-50-20.
Bitcoin, page F-17

11.      Refer to your response to comment 21, you told us that you perform
your bitcoin
         impairment analysis quarterly by comparing the carrying amount of each
bitcoin to the
         lowest daily closing bitcoin price (as of midnight Greenwich Mean
Time) during such
         quarter. Please tell us the following:
             You disclose on page 7 of your 10-Q that you account for your
bitcoin as indefinite-
             lived assets for which impairment loss exists when the carrying
amount of the bitcoin
             exceeds its fair value. Please tell us the significance of using
the bitcoin price as of
             midnight GMT to determine when impairment exists.
             Explain to us why a bitcoin fair value that occurs during the day
(other than midnight
             GMT) that is lower than the carrying value for any individual
bitcoin would not result
             in impairment under ASC 350.
             Your response to prior comment 21 was not fulsome and did not
address all of our
             concerns. For that reason we reissue one of our prior questions in
full. Please explain
             how you consider a qualitative assessment given the existence of a
quoted price on
             apparently active markets.
12.    Refer to your response to comment 21, you told us that you derive the
fair value of bitcoin
       pricing from NASDAQ.com and you selected NASDAQ.com due to its
consistent daily
       activity, whereas other sources were not as reliable on a daily basis.
In your Bitcoin
       accounting policy, you disclose that you determine the fair value of the
bitcoin using its
       quoted price from the principal market in accordance with ASC 820.
Please respond to
       the following:
           ASC 820 defines principal market as the market with the greatest
volume and level
            of activity for the asset or liability. Explain to us how you
applied ASC 820 in
            determining that NASDAQ.com is your principal market. Refer to ASC
820-10-35.
           Tell us the market(s) in which you normally enter into transactions
to sell bitcoin.
            Refer to ASC 820-10-35-5A.
           Explain why the market in which you normally enter into transactions
to sell bitcoin
            with the greatest market-based volume and level of activity for
bitcoin is not your
            principal market.
FirstName LastNameGary       A.Provide   us with the contrary evidence that
exists.
                                 Vecchiarelli
Comapany
13.   ReferNameCleanSpark,
            to your response Inc.
                             to comment 22. In future filings, please enhance
your disclosure to
March explain
      31, 2023your
                Pageaccounting
                      4        policy for classifying the digital assets as
current.
FirstName LastName
 Gary A. Vecchiarelli
FirstName
CleanSpark,LastNameGary A. Vecchiarelli
             Inc.
Comapany
March      NameCleanSpark, Inc.
       31, 2023
March5 31, 2023 Page 5
Page
FirstName LastName
Form 10-Q for the Quarterly Period Ended December 31, 2022

Non-GAAP Measures, page 11

14.      We note from your response to prior comment 14 that management does
not believe any
         such items are normal operating expenses necessary to generate bitcoin
related revenue.
         However, the adjustments to your non-GAAP measure for impairment
related to your
         digital assets and gains and losses on the sale of those assets appear
to be part of your
         normal ongoing operations. Specifically, as a digital asset miner, you
will continue to
         acquire, hold, and sell these digital assets as part of your mining
operations. In future
         filings, please revise your non-GAAP presentation to exclude these
adjustments, or
         explain to us why these amounts are not part of your normal ongoing
operations. Refer to
         Question 100.01 of the Non-GAAP Financial Measures Compliance and
Disclosure
         Interpretations.
Consolidated Statements of Cash Flows, page F-8

15.      We note in your response to prior comment 22 that you convert bitcoin
to USD to cover
         your various operating and capital expenditures on a frequent basis,
and that you
         have immediate access to convert the bitcoin to USD as the bitcoin is
delivered to your
         wallet within a day of it being earned. Please tell us why you
classify the Proceeds from
         Sale of Bitcoin as an operating activity and not as an investing
activity. Reference for us
         the authoritative literature you rely upon to support your accounting.
Provide us with the
         shortest and longest time you have held the bitcoin before sale and an
estimate of how
         frequently it is converted to USD for each period presented.
Note 2. Summary of Significant Accounting Policies
Bitcoin, page F-15

16.      In future filings, please revise your roll-forward of bitcoin to
remove the proceeds
         from Sale of bitcoin and Realized loss (gain) on sale of bitcoin and
replace them with the
         carrying value of the bitcoin sold. Provide sufficient supplementary
disclosure below the
         reconciliation to relate the carrying value of the bitcoin sold to the
Realized loss (gain) on
         sale of bitcoin on your statements of operations. In this regard, we
note that the sale
         proceeds themselves do not impact the bitcoin account balance on your
general ledger.
17.      In future filings, reconcile your disclosures to clarify whether your
Realized loss (gain) on
         sale of bitcoin is included in other income (expense) in the
consolidated statements of
         operations and comprehensive income (loss), as disclosed on pages
F-15, or Realized loss
         (gain) on sale of bitcoin is included in total costs and expenses, as
disclosed on page F-3.
         Please tell us the authoritative accounting literature that supports
your determination.
 Gary A. Vecchiarelli
FirstName
CleanSpark,LastNameGary A. Vecchiarelli
             Inc.
Comapany
March      NameCleanSpark, Inc.
       31, 2023
March6 31, 2023 Page 6
Page
FirstName LastName
       You may contact Kate Tillan at 202-551-3604 or Bonnie Baynes at
202-551-4924 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Sonia Bednarowski at 202-551-3666 or Christopher Wall at 202-551-4162
with any other
questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Crypto Assets