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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

 FirstName LastNameGary A. Vecchiarelli
 Comapany NameCleanSpark, Inc.
 March 29, 2024 Page 2
 FirstName LastNameGary A. Vecchiarelli
CleanSpark, Inc.
March 29, 2024
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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:oClarify 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.
oIf 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

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 Comapany NameCleanSpark, Inc.
 March 29, 2024 Page 3
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CleanSpark, Inc.
March 29, 2024
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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.

 FirstName LastNameGary A. Vecchiarelli
 Comapany NameCleanSpark, Inc.
 March 29, 2024 Page 4
 FirstName LastNameGary A. Vecchiarelli
CleanSpark, Inc.
March 29, 2024
Page 4
•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.

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