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United States securities and exchange commission logo
April 5, 2023
Andrew Kang
Senior Executive VP and Chief Financial Officer
Microstrategy Inc.
1840 Towers Crescent Plaza
Tysons Corner, VA 22182
Re:Microstrategy Inc
Form 10-K for Fiscal Year Ended December 31, 2022
Filed February 16, 2023
File No. 000-24435
Dear Andrew Kang:
            We have limited our review of your filing to the financial statements and related
disclosures 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.
Form 10-K for the year ended December 31, 2022
Item 1. Business
Custody of our Bitcoin, page 9
1.To the extent material, please tell us how recent bankruptcies in the crypto industry and
failures of certain financial institutions, and the downstream effects of such events, have
impacted or may impact your business, financial condition, customers, counterparties and
custodians, either directly or indirectly.  Clarify and disclose whether you have material
assets that may not be recovered due to these events or may otherwise be lost or
misappropriated.
2.Please tell us the names of your custodians and the amount of bitcoin held at each.
Also, tell us and disclose any direct custodians or other participants in the crypto asset
markets known to:
•Have filed for bankruptcy, been decreed insolvent or bankrupt, made any assignment
for the benefit of creditors, or have had a receiver appointed for them.

 FirstName LastNameAndrew Kang
 Comapany NameMicrostrategy Inc.
 April 5, 2023 Page 2
 FirstName LastNameAndrew Kang
Microstrategy Inc.
April 5, 2023
Page 2
•Have experienced excessive redemptions or suspended redemptions or withdrawals
of crypto assets.
•Have the crypto assets of their customers unaccounted for.
•Have experienced material corporate compliance failures.
Item 15. Exhibits, Financial Statement Schedules
Notes to Consolidated Financial Statements
Note 4. Digital Assets, page 88
3.We note that both the 2025 and 2028 Secured Notes are secured by bitcoin collateral.
Please address the following:
•Tell us the name of the custodian that held the Bitcoin Collateral Account for the
2025 Secured Notes, and whether they are a third-party, institutional-grade, US-based
entity similar to your other bitcoin custodians.
•Tell us, and revise to disclose as appropriate, whether the bitcoin being held as
collateral for the 2028 Secured Notes is also held in a separate custodial account and,
if so, provide us with the information requested in the previous bullet point.
•Tell us whether the lender of either loan has any rights or access to the bitcoin, such
as the right to pledge, rehypothecate, assign, commingle or otherwise use the
assets pledged as collateral.  Alternatively, clarify whether you retain sole custody
legal ownership and control over the bitcoin. Explain how either parties' rights might
be impacted in the event of a default.
•Provide us with your analysis of the accounting for the bitcoin pledged as collateral.
In this regard, explain how the terms of the custodian account(s) and/or loan
agreements support the inclusion of such bitcoin as an asset on your balance sheet.  In
addition, address your consideration to classify such bitcoin as a restricted asset
separate from your other digital assets.  Cite the accounting guidance you relied on to
reach your conclusions.
•Tell us, and consider revising to disclose, the dollar amount of bitcoin used as
collateral for each loan as of each period end presented.
Note 16. Segment Information, page 112
4.Please revise to disclose revenue earned and long-lived assets held in your country of
domicile, the U.S., separately from all foreign countries.  Refer to ASC 280-10-50-41.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameAndrew Kang
 Comapany NameMicrostrategy Inc.
 April 5, 2023 Page 3
 FirstName LastName
Andrew Kang
Microstrategy Inc.
April 5, 2023
Page 3
            You may contact Brittany Ebbertt, Senior Staff Accountant, at (202) 551-3572 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 or with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jeanine Montgomery, CAO