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April 6, 2023
Hugh Gallagher
Chief Financial Officer
Marathon Digital Holdings, Inc.
1180 North Town Center Drive, Suite 100
Las Vegas, NV 89144
Re:Marathon Digital Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
File No. 001-36555
Dear Hugh Gallagher:
            We have reviewed your March 3, 2023 and March 10, 2023 responses to our comment
letter 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.  Unless we note otherwise, our references to prior comments are to comments in our
February 22, 2023 letter.
Form 10-K for the year ended December 31, 2022
Business
Corporate Overview
History and Pivot to Bitcoin Mining, page 5
1.Clarify the types of businesses that are "ancillary" to your bitcoin mining business that
you may expand into in the future.
Risk Factors, page 12
2.Please revise to also address any material risk or impact that the current crypto asset
market disruption may have on the use and valuation of your mining rigs.  In this regard,
we note the decrease in the cost of bitcoin mining rigs that was driven by the drop in
bitcoin prices during the fourth quarter ended December 31, 2022 resulted in significant
impairment of your mining rigs and the deposits with bitcoin mining equipment

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 April 6, 2023 Page 2
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Hugh Gallagher
Marathon Digital Holdings, Inc.
April 6, 2023
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manufacturers.  Also address the risk that bitcoin mining rigs would have to be shut down
for lack of profitability once the price of bitcoin declines below a certain amount.
We may have further restrictions on our liquidity due to unique risks which we could face in
2023, page 24
3.We note your response to prior comment 23 regarding various risks due to disruptions in
the crypto asset markets.  Please address the termination of your term loan and line of
credit with the now closed Silvergate Bank, which was your primary lender.  Clarify here
and in your MD&A section how the lack of access to up to $200 million of bank loans and
credit will impact your operations and liquidity.  For example, clarify whether the lack of
a lender and current market conditions will make it difficult to meet your funding
obligations for the Abu Dhabi joint venture or the buildout of your mining operations in
2023. Further, clarify whether you may have difficulty finding another lender that will
offer you similar or favorable terms given the current volatile environment in the crypto
asset markets.
4.We note that your cash is primarily held at Signature Bridge Bank, NA, as overseen by the
FDIC, since Signature Bank, NA, was closed by New York State banking regulators.
Please address the risk to your cash, acknowledging that your deposits are only insured up
to $250,000 at the bank, however, the federal government will provide you access to your
funds but are not required to do so under current banking laws or in the future.  Address
how you will mitigate such risks in the future for bank failure of any institution where you
will hold a material amount of cash assets.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Digital assets, page 36
5.Please explain how you determined that the price of digital assets used for purposes of
assessing impairment is a Level 2 input under ASC 820.  Refer to ASC 820-10-35-37
through 35-54A.  Also explain how the use of “multiple observable inputs (exchanges)
that provide slightly differing benchmarks of digital asset value” is consistent with the
guidance in ASC 820-10-35-5.
6.Please tell us why your policy indicates that any realized gains or losses from sales of
digital assets are included in other income (expense).  In this regard, we note the
classification of realized and unrealized gains (losses) on digital assets loan receivable and
digital assets within operating loss on your statements of other comprehensive income
(loss).  Also refer to your response to comment 1 in your letter dated August 1, 2022
indicating you would present realized gain on the sale of digital currencies as a component
of income or loss from operations.

 FirstName LastNameHugh Gallagher
 Comapany NameMarathon Digital Holdings, Inc.
 April 6, 2023 Page 3
 FirstName LastName
Hugh Gallagher
Marathon Digital Holdings, Inc.
April 6, 2023
Page 3
Revenues from contracts with customers, page 37
7.Please clarify your performance obligation in contracts with mining pool operators as a
participant.  You indicate that computing power is the only performance obligation, but
also indicate that providing computing power to solve a block is the primary output of
your ordinary activities.
8.We note your statement on page 39 that “There is currently no definitive guidance under
GAAP or alternative accounting framework for the accounting for digital assets
recognized as revenue or held,” and your disclosure on page 29 that “no official guidance
has yet been provided by the Financial Accounting Standards Board.”  Please help us
understand the basis for these statements and consider the need to revise or remove this
disclosure.
Property and Equipment, page 39
9.You indicate that the impairment tests for items of property and equipment other than
mining rigs are performed annually and the recoverable amounts in property equipment
are determined based on the higher of value-in-use or fair value less costs to sell.  Tell us
how your accounting policy complies with ASC 360-10-35-17 and 35-21.
Results of Operations, page 42
10.We note that you disclose your bitcoin production during the period in the supplemental
information provided in the charts on pages 42 and 45.  Tell us what consideration you
gave to also discussing and analyzing additional metrics that are key performance
indicators, such as the average BTC produced per day, operational/energized hash rate,
and installed hash rate, as disclosed in your monthly press releases announcing updates to
your bitcoin production and mining operation.  Refer to Item 303(a) of Regulation S-K
and SEC Release No. 33-10751.
11.In your discussion of the change in cost of revenues, please explain how higher production
costs of $30,134 thousand per bitcoin mined contributed to an increase in cost of revenues
of only $45,226 thousand during the year ended December 31, 2022.  In this regard, we
note that bitcoin production increased by 947 BTC in 2022.  Tell us if $30,134 thousand is
actually the increase in production costs for the total bitcoin mined during the year, rather
than the increase per bitcoin, and, if so, please revise.
12.Please revise to describe the underlying reasons for the material changes in stock-based
compensation expense.  Refer to Item 303(b) of Regulation S-K.
Consolidated Statements of Other Comprehensive Income (Loss), page 55
13.Please explain the nature of the items included in the line item of “realized and unrealized
gains (losses) on digital assets loan receivable and digital assets” and how you
differentiate unrealized losses included in this line item from impairment included in the

 FirstName LastNameHugh Gallagher
 Comapany NameMarathon Digital Holdings, Inc.
 April 6, 2023 Page 4
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Marathon Digital Holdings, Inc.
April 6, 2023
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line item of “impairment of digital assets.”  To the extent that this line item only includes
changes in fair value related to digital assets loan receivable and realized gains and losses
on digital assets, please consider revising the caption accordingly.
Consolidated Statements of Cash Flows, page 57
14.Please tell us why the collection of loaned bitcoin is the same amount as the issuance of
loaned bitcoin in your supplemental schedule of non-cash investing and financing
activities.  In this regard, we note from your rollforward on page 66 that you recognized
loaned digital assets of $13,324 in 2022.
Notes to Consolidated Condensed Financial Statements
Note 2 - Restatement of Consolidated Financial Statements, page 58
15.We note that you include the year ended December 31, 2022 in your tables depicting the
impacts of the errors.  Considering your assertion that the period ended December 31,
2022 was not subject to restatement, please tell us why your tables show the impact for
that period.  In addition, revise to disclose the impact of each of the errors on the six
months ended June 30, 2022 and the nine months ended September 30, 2022.
Accounting Policy Adjustments, page 61
16.Please revise to refrain from referring to guidance issued by the SEC in December 2022.
In this regard, the Staff believes its views regarding the accounting for loans of digital
assets are in accordance with GAAP.
Restated Consolidated Financial Statements, page 61
17.Please revise to include the operating income (loss) amounts in your restated consolidated
statements of other comprehensive income (loss) for the year ended December 31, 2021.
Note 3 - Summary of Significant Accounting Policies
Revenues from Contracts with Customers, page 69
18.As we continue to evaluate your Operator accounting policy disclosure, please clarify
when you recognize revenue.  We note your disclosure that you measure the fair value of
bitcoin earned using the daily quoted closing U.S. dollar spot rate, but you state that you
recognize revenue at the point in time that a block is successfully mined.  That is, your
disclosure implies that you recognize revenue throughout the day when the block is
solved, before it is measured at the end of the day.

 FirstName LastNameHugh Gallagher
 Comapany NameMarathon Digital Holdings, Inc.
 April 6, 2023 Page 5
 FirstName LastName
Hugh Gallagher
Marathon Digital Holdings, Inc.
April 6, 2023
Page 5
19.We note your disclosure that you measure the fair value of bitcoin earned using the daily
quoted closing U.S. dollar spot rate each day for reasons of operational practicality.  As
we continue to evaluate your Operator accounting policy disclosure, please further explain
why it is appropriate to measure noncash consideration other than at contract inception in
accordance with ASC 606-10-32-21.  Tell us what consideration you gave to measuring
noncash consideration at the point in time that the block is successfully solved.
20.As we continue to evaluate your Participant accounting policy disclosure, please tell us
and further revise your revenue recognition policy disclosure to ensure the following
items are succinctly articulated, as previously requested in prior comment 5:

•Explain the payment terms of your contracts, including how the amount of
compensation paid to you by third-party pool operators is determined;

•Clearly disclose what you believe is the duration and inception of your contracts.  In
this regard, you disclose that your contracts are “period-to-period” contracts and a
new contract is determined to exist “each period” that neither party terminates the
arrangement.  Revise to define what you consider to be the “period.”  We note from
your response to comment 20 in your letter dated December 2, 2022 and your
response to prior comment 6 in your letter dated March 10, 2023 that such period
reflects a distinct increment of time of a minute.  However, you also indicate in
response (d) to prior comment 6 in your letter dated March 10, 2023 that contract
inception is upon successful placement of a block on the bitcoin blockchain;

•Indicate when you believe that you satisfy your performance obligation; and

•Clarify your disclosure of why you believe variable consideration is no longer
constrained upon settlement, consistent with the guidance in ASC 606-10-32-11 and
32-12.  That is, you indicate this is the point that the “variability is resolved” and
there is no longer the “reasonable possibility” of significant reversal of revenue and,
before settlement, the estimation of variable consideration “carries the risk of” a
significant revenue reversal.  In this regard, variable consideration should be
constrained to the extent that it is probable that a significant reversal of revenue will
occur when the uncertainty related to the variable consideration is subsequently
resolved.
21.We note your supplemental response to prior comment 6 in your letter dated March 10,
2023 regarding the quantitative impact of your accounting convention as a Participant.  As
we continue to evaluate your accounting policy, please also provide us with your
sensitivity analysis of the impact of the difference between recognizing revenue at fair
value of bitcoin at contract inception versus recognizing and measuring revenue at the
daily closing U.S. dollar spot rate of bitcoin on the date of receipt of the block rewards
and transaction fees for the quarterly and annual periods in the year ended December 31,
2021.

 FirstName LastNameHugh Gallagher
 Comapany NameMarathon Digital Holdings, Inc.
 April 6, 2023 Page 6
 FirstName LastName
Hugh Gallagher
Marathon Digital Holdings, Inc.
April 6, 2023
Page 6
22.As we continue to evaluate your revenue recognition policy as a Participant, please clarify
the basis for measuring noncash consideration using the daily closing U.S. dollar spot rate
of bitcoin on the date of settlement.  Although, as indicated in response to prior comment
6 in your letter dated March 10, 2023, you do not have visibility into the exact moment of
contract inception, tell us what consideration you gave to measuring noncash
consideration at the point in time that the third-party mining pool is successful in the
placement of a block on the bitcoin blockchain.  Tell us how much transaction fees and
your proportional contribution of computing power to the pool actually vary from block to
block during a single 24-hour period.
23.In response to comment 20 in your letter dated December 2, 2022, you state, “ASC 606-
10-32-21 requires noncash consideration to be measured at fair value at contract inception
which is at each minute...”  However, you state in your response to prior comment 6 in
your letter dated March 10, 2023, “as a participant in a third party pool, the company has
no visibility into the exact time of contract inception and it is therefore impossible to fair
value the revenue recognition at the contact inception.”  You also indicate that the amount
of remuneration to which you are entitled is not known at the time a block is won as the
transaction fees per block, and the proportion of the Company’s contributed computing
power to the pool (which have significant effect on the fractional share of the block
reward and transaction fees to which the Company is entitled) are both unknown until
settlement into the Company’s wallet.  Tell us what impact, if any, your inability to
measure noncash consideration in accordance with GAAP has on your assessment of
controls and procedures.
Note 13 - Leases, page 86
24.In response to prior comment 15, you indicate that the use of the racks at the Garden City,
TX facility represents an embedded lease within the agreement at December 31, 2022.
Please confirm that these embedded leases are included in your leases disclosures.
Note 14 - Legal Proceedings
Ho Matter, page 87
25.You indicate that the Court noted that a jury is more likely to accept $150,000,000 as an
appropriate damages amount if liability is found.  Please explain why you disclose on
page 31 that the Court would more likely accept $150,000.

 FirstName LastNameHugh Gallagher
 Comapany NameMarathon Digital Holdin