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United States securities and exchange commission logo
March 5, 2024
Henry C.W. Nisser, Esq
President and General Counsel
Ault Alliance, Inc.
11411 Southern Highlands Parkway, Suite 240
Las Vegas, NV 89141
Re:Ault Alliance, Inc.
Form 10-K/A for the Fiscal Year Ended December 31, 2022
Filed May 22, 2023
Response Dated September 18, 2023
File No. 001-12711
Dear Henry C.W. Nisser, Esq:
            We have reviewed your September 18, 2023 response to our comment letter and have the
following comment.
            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
our 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 September 5,
2023 letter.
Form 10-K/A for the Fiscal Year Ended December 31, 2022
Revenue Recognition
Bitcoin Mining, page F-19
1.We acknowledge your response to comment 1 and your revised disclosures beginning on
page F-11 of your Form 10-Q for the quarterly period ended September 30, 2023. Please
respond to the following:
•You identify the provision of “computing power” as your single performance
obligation. Tell us how that terminology accurately portrays the promise under your
contracts given that you run the pool operator’s software on your equipment to
construct block header candidates and perform hash calculations. In your response,
clarify for us whether as a participant in a mining pool it would be more accurate to
characterize your performance obligation as the provision of hash calculation services

 FirstName LastNameHenry C.W.  Nisser, Esq
 Comapany NameAult Alliance, Inc.
 March 5, 2024 Page 2
 FirstName LastName
Henry C.W.  Nisser, Esq
Ault Alliance, Inc.
March 5, 2024
Page 2
to the pool operator and revise your disclosure as appropriate, including that this
performance obligation is an output of your ordinary activities for which you decide
when to provide services under the contract(s).
•Enhance future filings to clarify, if true, that the contract with your pool operator
provides both parties the unilateral enforceable right to terminate the contract at any
time without penalty.
•Consistent with your response, enhance future filings to disclose that the customer
termination option results in a contract that continuously renews throughout the day
and therefore has a duration of less than 24 hours.
•Since you have determined the mining pool arrangement is a contract that is
continually renewed, tell us, and enhance future filings to disclose, whether the rate
of payment remains the same upon renewal and whether your customer’s option to
renew represents a material right and thus a separate performance obligation as
contemplated in ASC 606-10-55-42.
•In your response, you indicate your mining rewards are determined based on an FPPS
payout formula.  Please enhance your disclosures to include a more fulsome
description of this formula.  Your disclosure should clarify, if true, that your rewards
are comprised of block rewards and transaction fees. Your revised disclosure should
also describe the variables that comprise the FPPS formula. For example, if true,
disclose 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), 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.  Your disclosure should also make clear, as stated in your
response, that consideration is generated regardless of whether the mining pool
operator successfully records a block to the blockchain and whether the amounts are
calculated based on expected or actual amounts.
•You state that you value noncash consideration at contract inception which is the
beginning of the day Bitcoin is earned. Given that the Bitcoin exchange trades 24/7,
please tell us and disclose the specific point in time that you fair value Bitcoin each
day (i.e., 23:59:59 or 0:00:00).  If 0:00:00, please specify if that is the start of the day
of the contract (i.e., 0:00:00 to 23:59:59) or the start of the next day.
•Consistent with your response, enhance future filings to disclose, if true, that revenue
is recognized the same day that control of the contracted service transfers to the
mining pool operators, which is the same day as contract inception.
Provide us with your revised proposed disclosure.

 FirstName LastNameHenry C.W.  Nisser, Esq
 Comapany NameAult Alliance, Inc.
 March 5, 2024 Page 3
 FirstName LastName
Henry C.W.  Nisser, Esq
Ault Alliance, Inc.
March 5, 2024
Page 3
            Please contact Rolf Sundwall at 202-551-3105 or Michelle Miller at 202-551-3368 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets