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September 29, 2023
Salman Khan
Chief Financial Officer
Marathon Digital Holdings, Inc.
101 NE Third Avenue, Suite 1200
Fort Lauderdale, FL 33301
Re:Marathon Digital Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Form 10-Q for the Quarterly Period Ended June 30, 2023
File No. 001-36555
Dear Salman Khan:
            We have reviewed your August 8, 2023 response 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
July 12, 2023 letter.
Form 10-K for the Fiscal Year ended December 31, 2022
Notes to Consolidated Financial Statements
Note 3 - Summary of Significant Accounting Policies
Revenues from Contracts with Customers, page 69
1.We note from your response to prior comment 7 that 11% of total reported revenue for the
year ended December 31, 2021 was generated through F2 Pool.  As previously requested,
please provide us with a copy of the related written agreement of the terms and conditions
of this arrangement.  If the terms of service are publicly available, you may provide us
with the URL address, but please ensure your response adequately considers any relevant
prior versions, if applicable.  In addition to the written terms and conditions agreement, if
the parties have approved any other agreements that you considered when identifying the
contract with the customer in accordance with ASC 606, please provide copies of any

 FirstName LastNameSalman Khan
 Comapany NameMarathon Digital Holdings, Inc.
 September 29, 2023 Page 2
 FirstName LastName
Salman Khan
Marathon Digital Holdings, Inc.
September 29, 2023
Page 2
such written agreements or a description of any agreements that were approved orally or
in accordance with other customary business practices.
2.You continue to indicate in your revised Participant policy in your Form 10-Q for the
quarterly period ended June 30, 2023 that the transaction consideration the Company
receives is entirely variable.  Please revise to clarify your disclosure.  In this regard, we
note from your response to prior comment 9 that you have the ability to estimate the
consideration earned on a daily basis based on your contributed hash rate and other inputs
for the PPS and FPPS pools and you have visibility as to when the pool wins a block and
your fractional share of the block and transaction fee is available on a daily basis for the
Braiins pool.
3.We continue to evaluate your responses to prior comments regarding your revenue
recognition policy and may have further comments.
Form 10-Q for the Quarterly Period Ended June 30, 2023
Notes to Condensed Consolidated Financial Statements
Note 2 - Voluntary Change in Accounting Principle, page 7
4.We note your disclosure of the impacts of the change in accounting principle on the
financial statements for the three ended March 31, 2022 and six months ended June 30,
2022.  Please revise to also disclose the effect of the change in accounting principle on the
current period and any prior periods retrospectively adjusted, as well as the cumulative
effect of the change on accumulated deficit as of the earliest period presented.  Refer to
ASC 250-10-50-1(b).
Note 4 - Property and Equipment, page 15
5.We note from your disclosure on page 74 in the Form 10-K for the fiscal year ended
December 31, 2022 that you reduced the estimated useful life for the asset group of
mining rigs from 5 to 3 years, effective January 1, 2023.  Please revise to provide the
disclosures required by ASC 250-10-50-4.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Digital Assets, page 32
6.We note in response to prior comment 12 that you have determined that the appropriate
classification for the proceeds from sale of digital assets is in investing activities.  Please
revise your disclosure indicating that sales of digital assets are included within operating
activities.

 FirstName LastNameSalman Khan
 Comapany NameMarathon Digital Holdings, Inc.
 September 29, 2023 Page 3
 FirstName LastName
Salman Khan
Marathon Digital Holdings, Inc.
September 29, 2023
Page 3
Legal Proceedings
Ho v. Marathon, page 47
7.Consistent with your response to prior comment 13 and your disclosure on page 28, please
revise to indicate that the Court noted that a jury is more likely to accept $150,000 as an
appropriate damages amount if liability is found.  In this regard, your disclosure indicates
the amount is $150.
            You may contact Melissa Walsh, Staff Accountant, at (202) 551-3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Edwin Kim, Staff
Attorney, at (202) 551-3297 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jolie Kahn