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                             March 29, 2024

       Gary A. Vecchiarelli
       Chief Financial Officer
       CleanSpark, Inc.
       10624 S. Eastern Ave.
       Suite A - 638
       Henderson, NV 89052

                                                        Re: CleanSpark, Inc.
                                                            Form 10-K for the
Fiscal Year Ended September 30, 2023
                                                            Form 10-Q for the
Quarterly Period Ended December 31, 2023
                                                            Response Letter
dated January 24, 2024
                                                            File No. 001-39187

       Dear Gary A. Vecchiarelli:

              We have reviewed your January 24, 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 December 18,
       2023 letter.

       Form 10-K for the Fiscal Year Ended September 30, 2023

       General

   1.                                                   Refer to your response
to comment 3. Please revise your breakeven analysis to reflect
                                                        mining equipment costs,
including any financing costs, as it appears that the cost of
                                                        purchasing mining
equipment is a substantial expense that will impact the success of your
                                                        mining operations. For
example, we note your disclosure in your January 8, 2024 Current
                                                        Report on Form 8-K
regarding your January 6, 2024 agreement with Bitmain
                                                        Technologies Delaware
Limited in which you purchased 160,000 miners for a net
                                                        purchase price of $193
million as well as a $32 million option that allows you to purchase
                                                        up to an additional
100,000 miners for $320 million. We also note your disclosure in your
 Gary A. Vecchiarelli
FirstName
CleanSpark,LastNameGary A. Vecchiarelli
             Inc.
Comapany
March      NameCleanSpark, Inc.
       29, 2024
March2 29, 2024 Page 2
Page
FirstName LastName
         risk factors section on pages 26 and 27 regarding the substantial
capital investment of
         acquiring miners and the risk to your business of the increase of
mining equipment costs.
Form 10-Q for the Quarterly Period Ended December 31, 2023

Note 2. Summary of Significant Accounting Policies
Revenue from Contracts with Customers - Revenue from Bitcoin Mining, page F-11

2.       We acknowledge your response to prior comment 6. Please respond to the
following and
         revise your disclosure in future filings to specifically address the
following concerning
         your mining revenue recognition under ASC 606:
             You told us that as the contracts are terminable at any time
without penalty, the
              contract term is shorter than a 24-hour period, is continuously
renewed, and that you
              would revise your disclosure accordingly. We note that your
disclosure continues to
              refer to a daily contract and the contract arises at the point
that you provide
              computing power to the mining pool operator, which is the
beginning of the contract
              day at midnight UTC (contract inception). The disclosure is not
consistent with your
              response. Tell us your consideration of disclosing that your
enforceable right to
              compensation only begins when, and continues as long as, you
provide hash
              computation services to the mining pools, you have determined
that the duration of
              the contract is less than 24 hours and the contract continuously
renews throughout the
              day.
             Tell us your consideration of disclosing that the services you
provide are an output of
              your ordinary activities.
             You told us that the option to renew does not represent a material
right. Tell us your
              consideration of disclosing that you have determined that the
mining pool operator   s
              (i.e., the customer's) renewal option is not a material right as
the terms, conditions,
              and compensation amounts are at then market rates.
             You disclose that you have a single performance obligation (i.e.,
computing power or
              hashrate) for the contract and you contribute hash computation
computing
              power. You told us you believe your performance obligation is
based on the speed at
              which you perform hash computations. Please address the
following:
                 o   Clarify for us the nature of the services you provide and
tell us whether or not
                     you perform hash calculations for the pool operators. In
this regard, we
                     understand that you run software from the pool operator
that constructs block
                     header candidates and performs hash computations on behalf
of the pool
                     operator.
                 o   If you do perform hash calculations for the pool
operators, tell us whether a
                     more accurate description of your promise and single
performance obligation is
                     a service to perform hash calculations for the pool
operator, and if so, make
                     corresponding revision to your accounting policy and
related disclosures
                     throughout your filing. In this regard, although the
payment formula under your
                     contract may refer to speed (i.e., hashrate), payment is
based on valid shares
                     submitted which is a proxy for hashes performed over time.
We further note that
 Gary A. Vecchiarelli
FirstName
CleanSpark,LastNameGary A. Vecchiarelli
             Inc.
Comapany
March      NameCleanSpark, Inc.
       29, 2024
March3 29, 2024 Page 3
Page
FirstName LastName
                    only hashes have value to your customer (either as the
solution to the next block
                    or that the individual hash is not the solution), that your
contract has no
                    minimum requirements and therefore that your customer
effectively contracts
                    for as many hashes as you elect to provide.
                With respect to the variability associated with the block
reward portion of the
              consideration receivable, address how the block reward portion of
the consideration
              cannot be reasonably estimated (and should be fully constrained)
if network difficulty
              changes about every two weeks, block rewards change about every
four years, and
              contract duration is less than a day. In this regard, it appears
for FPPS contracts that
              the only variable at contract inception for the block reward
portion is the number of
              hashes you will perform, which is wholly in your control and
would appear to be
              reasonably estimable. Tell us whether it is correct that the
uncertainties in the FPPS
              variables no longer exist at 23:59:59 UTC irrespective of the
timing of your receipt of
              confirmation of the bitcoin you will receive or your actual
receipt of such bitcoin.
                With respect to your disclosure regarding each component of
your consideration,
              since it appears that the total transaction fee is based on only
three
              components (network block subsidies, network transaction fees,
and pool operating
              fees), tell us why you include network difficulty as a component.
                Please revise the accounting policy statements that refer to
the date "earned" to
              consider removing that phrase and placing it in a more
appropriate context to
              describe when you measure the noncash consideration and how the
measurement date
              relates to both the date of contract inception and the date you
transfer control of the
              service under the contract.
                In your response you indicate that you measure noncash
consideration using the end
              of the day spot price based on the date where computing power was
provided.
              Additionally, you state that your measurement price may differ
from the contract
              inception price which would occur throughout the day. Please
clarify for us whether
              the date where computing power is provided is the same as the
date of contract
              inception for all contracts each day, noting your conclusion that
contracts
              continuously renew and are less than 24 hours. To the extent
these dates are in fact
              the same, please revise your disclosure to state, if true, that
you measure noncash
              consideration using the end of day spot price on the date of
contract inception.
Note 5. Bitcoin, page F-20

3.       Please respond to the following:
             You disclose that the carrying basis represents the valuation of
bitcoin at the time
             you earn the bitcoin through mining activities. To prevent
confusion, please revise
             future filings to refer to the cost basis of the bitcoin since
carrying amount is defined
             in the FASB Mater Glossary as the amount of an item as displayed
in the financial
             statements. Refer to ASC 350-60-50-1.
             In future filings, clarify, if true, that the line item Carrying
basis - per bitcoin is an
             average value.
 Gary A. Vecchiarelli
FirstName
CleanSpark,LastNameGary A. Vecchiarelli
             Inc.
Comapany
March      NameCleanSpark, Inc.
       29, 2024
March4 29, 2024 Page 4
Page
FirstName LastName
                On page F-16, you disclose that the line item Gain on fair
value of bitcoin,
              net includes both unrealized changes in the fair value of your
bitcoin from
              remeasurement and realized gains and losses from sales of bitcoin
which are
              measured as the difference between the cash proceeds and the
carrying basis of
              bitcoin as determined on a FIFO basis. In this note, you disclose
that the carrying
              basis represents the valuation of bitcoin at the time you earn
the bitcoin through
              mining activities. Since your bitcoin are remeasured to fair
value, tell us why you
              calculate realized gains and losses using the value of the
bitcoin on the date mined
              and not the carrying value as included in your statement of
financial position.
                We note your adoption of ASC 350-60 as of October 1, 2023 and
your disclosure of
              units, cost and fair value per ASC 350-60-50-1 on page F-20. As
you adopted this
              guidance in an interim period, please update your future forms
10-Q in the year of
              adoption to also include the annual period crypto asset holding
disclosures in ASC
              Topic 350-60-50.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Company Overview, page 6

4.       You disclose on page 7 that the carrying value of each bitcoin you
held at the end of
         December 31, 2023 and each subsequent reporting period reflects the
price of one bitcoin
         quoted on the active exchange at the end of the reporting period. We
note that there is
         more than one active exchange for bitcoin and you disclose on page
F-16 that the fair
         value of bitcoin is measured using the period-end closing bitcoin
price from your principal
         market, Coinbase. In future filings, please revise your disclosure to
be consistent.
Liquidity and Capital Resources
Operating Activities, page 15

5.       You disclose that your operating activities from continuing operations
for the three
         months ended December 31, 2023 included operating cash inflows for
depreciation and
         amortization and stock based compensation and cash outflows for
bitcoin mining. We note
         that depreciation and amortization, stock based compensation, and
bitcoin mining are not
         cash inflows or outflows but noncash adjustments to reconcile net
income to net cash used
         in operating activities. Please revise your disclosure in future
filings to clarify.
Item 3. Quantitative and Qualitative Disclosures About Market Risk, page 16

6.       You disclose that you account for your bitcoin holdings as indefinite
lived intangible
         assets and record impairment charges whenever the carrying value of
bitcoin holdings on
         the balance sheet exceeds their fair market value. It appears that you
did not update the
         disclosure in this section to reflect your adoption of ASU 2023-08. As
you adopted this
         guidance in an interim period, please update your future forms 10-Q in
the year of
         adoption to also include the annual period crypto asset holding
disclosures in ASC Topic
         350-60-50.
 Gary A. Vecchiarelli
CleanSpark, Inc.
March 29, 2024
Page 5

       Please 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 Sandra Hunter Berkheimer at
202-551-3758 with
any other questions.



FirstName LastNameGary A. Vecchiarelli                 Sincerely,
Comapany NameCleanSpark, Inc.
                                                       Division of Corporation
Finance
March 29, 2024 Page 5                                  Office of Crypto Assets
FirstName LastName