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December 18, 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, 2023
Filed December 1, 2023
File No. 001-39187
Dear Gary A. Vecchiarelli:
            We have reviewed your September 15, 2023 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 August 17, 2023
letter.
Form 10-K for the Fiscal Year Ended September 30, 2023
General
1.Refer to your response to comment 5 of our March 31, 2023 comment letter.  In future
filings, please disclose whether the mining pools provide services only for bitcoin mining
or if they are multi-crypto asset mining pools.  Please also disclose the fees associated
with participating in the mining pool.
2.Refer to your response to comment 6 of our February 6, 2023 comment letter.  In future
filings, please disclose whether you hold any other types of crypto assets. If so, please
identify the types and amount of such crypto assets, and discuss the purpose of holding the
other types of crypto assets.

 FirstName LastNameGary A. Vecchiarelli
 Comapany NameCleanSpark, Inc.
 December 18, 2023 Page 2
 FirstName LastName
Gary A. Vecchiarelli
CleanSpark, Inc.
December 18, 2023
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3.In future filings, in your breakeven analysis comparing the cost to earn or mine one
bitcoin with the value of one bitcoin, please include equipment costs in a separate row to
the table or tell us why this information is not relevant.
Financial Statements
Consolidated Statements of Cash Flows, page F-11
4.We acknowledge your response to comment 8. Please note that we are continuing to
review your response.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-14
5.In response to comment 5, you refer to Exhibit A and the updated Foundry USA Pool
Terms and Conditions as of August 28, 2023.  We note that this exhibit was not included
with your response.  Please file the exhibit on EDGAR as correspondence.
6.We acknowledge your responses to comments 5 and 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:
•In your response you told us that each 24-hour period is a contract day, which begins
at 00:00:00 UTC and ends at 23:59:59 UTC. You also disclose that your contracts
are terminable at any time by either party and you told us that there are no penalties
for either party in case of termination. Tell us your consideration for the guidance in
Examples 1 and 2 of Question 7 and of Question 8 to the FASB Revenue Recognition
Implementation Q&As and whether the mining pool agreement is continuously
renewed and the duration of your contracts is less than 24 hours.
•Disclose, similar to your response, that the contracts are terminable at any time by
either party without compensation or penalty to the other party for such termination.
•Assuming you conclude that your contracts are continually renewed, tell us whether
the rate of payment remains the same upon renewal and whether your customer’s
option to renew represents a material right that results in a separate performance
obligation as contemplated in ASC 606-10-55-42.
•You told us that you are precisely aware of the computing power (measured in
hashrate) contributed to the pool operator at any time during the contract period and
at any point in time during the contract period you could calculate the daily pay-per-
share earnings (step 1 of the Foundry USA Pool's Payout). As such, tell us why the
block reward portion of the consideration cannot be reasonably estimated and is fully
constrained. In this regard, it appears for FPPS contracts that the only variable at
contract inception is the number of hashes you will perform, which is wholly in your
control and would appear to be reasonably estimable.
•You told us that your performance obligation is to provide computing power services
(in the form of hashrate). Tell us your consideration of disclosing your one
performance obligation as a service to perform hash computations for the mining

 FirstName LastNameGary A. Vecchiarelli
 Comapany NameCleanSpark, Inc.
 December 18, 2023 Page 3
 FirstName LastNameGary A. Vecchiarelli
CleanSpark, Inc.
December 18, 2023
Page 3
pool operator, or something similar, to align with the promise under your agreement.
•Disclose, similar to your response, that your agreement utilizes the Full Pay Per Share
(FPPS) payout method and summarize the nature of each component of your
consideration (i.e., network block subsidies, network transaction fees, and pool
operating fees). It should be clear from the disclosure whether the amounts are
calculated based on expected or actual amounts. For example, we note from the
agreement that network block subsidies are based on the total amount of block
subsidies that are expected to be generated on the bitcoin network as a whole during
the 24-hour period beginning at midnight UTC daily (i.e., the measurement period),
regardless of whether the mining pool operator successfully records a block to the
blockchain, while network transaction fees are based on the total amount of
transaction fees and block rewards that are actually generated on the blockchain
network as a whole during the measurement period.
•Tell us your consideration of clarifying in your disclosure, if true, that for each
contract, you measure the noncash consideration using the end of the day bitcoin spot
price on the date of contract inception and recognize the noncash consideration on the
same day that control of the contracted service transfers to the mining pool operator
(i.e., the customer), which is the same day as contract inception.
Bitcoin, page F-17
7.We acknowledge your response to comment 10 and your disclosure on page F-17.  As
noted in your response, the definition of a current asset in the FASB Master Glossary
refers to a reasonable expectation of realization.  Your response and disclosure refer to
your intent.  Please revise your disclosure in future filings to state, if true, that your bitcoin
holdings are reasonably expected to be realized in cash or sold or consumed during the
normal operation cycle of your business.
8.We acknowledge your response to comment 11. You told us that you perform the
impairment analysis of bitcoin at the end of each reporting period through a "look-back"
based on the bitcoin held at each reporting period end to determine any impairment based
on the lowest intraday price during the reporting period. It appears that you adopted this
policy after December 31, 2022. Prior to January 1, 2023, you based your quarterly
impairment analysis on the lowest daily closing price. Please address the following:
•We note that ASC 350-30-35-19 states that if the carrying amount exceeds fair
value then the entity shall recognize an impairment loss equal to that excess.  Also,
per ASC 350-30-35-18, the test is annually and more frequently if events or changes
in circumstances indicate that it is more likely than not that the asset is impaired. Tell
us why you believe that anytime the market price is below carrying value is not an
event or circumstance that indicates it is more likely than not that the asset is
impaired.
•Further, ASC 350-30-35-18B requires assessment of all relevant events
and circumstances that could affect the significant inputs to fair value. We note that
a market price would be a significant input and a market price below carrying

 FirstName LastNameGary A. Vecchiarelli
 Comapany NameCleanSpark, Inc.
 December 18, 2023 Page 4
 FirstName LastName
Gary A. Vecchiarelli
CleanSpark, Inc.
December 18, 2023
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value would indicate more likely than not that an impairment exists. Per ASC 350-
50-35-20, a subsequent reversal of a previously recognized impairment loss is
prohibited. Tell us how you considered whether your policy of only considering
impairment on a quarterly basis is consistent with this guidance since you would be
ignoring any impairments that occur during the quarter.
•In your application of ASC 350-30-35-18B, tell us at what point impairment occurs,
if not whenever the fair market value is below the carrying amount.
•Tell us how timing only at quarter end is relevant to the analysis of determining
whether or not impairment exists.
•You told us that you account for your bitcoin as a single unit of accounting but you
also disclose that you use the FIFO method to account for gains and losses on sales
and exchanges. Explain to us how you determined the initial carrying value of your
bitcoin (or fraction thereof), the steps you took when performing your quarter end
impairment analysis as of June 30, 2023, how you calculated the total amount of
the impairment charge of $1,017,000, how you determined the subsequent carrying
value of each bitcoin (or fraction thereof), and how you then determine gains and
losses on sales and exchanges of bitcoin.
•In your response, you told us that in your review of the five indicators in ASC 350-
30-35-24, none of them apply to your bitcoin.  Explain to us further how you
considered ASC 350-30-35-24 (b) and (c) and determined that these do not apply
since we note that you do sell your bitcoin separately.
9.With respect to the materiality analysis you provided in your response to comment 11 and
your response to comment 12 that address your impairment calculation and your use of
NASDAQ.com values, please address the following:
•Tell us the nature and amount of each adjustment included in the analysis.  Explain
how you determined the adjusted amounts.
•If applicable, tell us the dates when you made changes to your accounting policies.
•Revise future filings to include adjustments for income taxes, if any, as a result of the
adjustments.
•Tell us how you determined that the adjustments, both individually and in the
aggregate, were not material.  Refer to SAB Topic 1.M.
Property and Equipment, page F-20
10.We acknowledge your response to comment 9.  Your response provided information for
only the three months ended March 31 and June 30, 2023.  Please update to tell us your
response specifically addressing the quarter ended December 31, 2022 as we note that the
price of bitcoin declined during that period to a low of approximately $15,460.  Further,
tell us whether the adverse changes in business climate during the quarter ended
December 31, 2022, including decreases in the market price of miners, indicated that an
impairment triggering event had occurred.  Refer to ASC 360-10-35-21(a).  Tell us the
average revenue and cost of revenue for each bitcoin mined during the quarter ended
December 31, 2022.

 FirstName LastNameGary A. Vecchiarelli
 Comapany NameCleanSpark, Inc.
 December 18, 2023 Page 5
 FirstName LastName
Gary A. Vecchiarelli
CleanSpark, Inc.
December 18, 2023
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.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets