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February 23, 2024
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 September 30, 2023
File No. 001-36555
Dear Salman Khan:
            We have reviewed your February 16, 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 February 2,
2024 letter.
Form 10-Q for the Quarterly Period Ended September 30, 2023
Notes to Condensed Consolidated Financial Statements
Note 4 - Revenue From Contracts With Customers, page 11
1.In your Operator revenue policy, the statement in the third bullet that “Contract inception
occurs at the same point in time the Company validates a block” as well as the last two
bullets appear to be repetitive considering your other revised disclosures. Please remove
these statements and consider disclosing that the transaction price is fixed as of the
inception of each individual contract in the paragraph discussing the measurement of
noncash consideration.
2.We note your proposed revisions in response to prior comment 9. In your Participant
revenue policy, please further elaborate on the description of the payout formulas to
address the following:

 FirstName LastNameSalman Khan
 Comapany NameMarathon Digital Holdings, Inc.
 February 23, 2024 Page 2
 FirstName LastNameSalman Khan
Marathon Digital Holdings, Inc.
February 23, 2024
Page 2
•Clarify how daily earnings are calculated from midnight-to-midnight UTC time
without double-counting contracts occurring at 24:00 UTC. Revise to disclose, if
true, that the measurement period for the underlying variables used to calculate the
payout is for the 24-hour period beginning at midnight UTC daily. Also revise to
describe the measurement period for the underlying variables used to calculate the
payout from third-party mining pools that pay rewards only when the pool
successfully validates a block; and

•Describe each of the components of the FPPS and PPS payout formulas and how they
are computed, including a description of the computation of the block reward,
transaction fee, and pool fee inputs, as applicable. Clarify, if true, that the PPS
calculation of the block reward is the same as the FPPS calculation of the block
reward. Provide a similar description of the inputs to how your fractional share of the
successfully mined block and transaction fees are computed for third-party mining
pools that pay rewards only when the pool successfully validates a block.
3.You indicate that your Participant revenue policy is to aggregate the individual contracts
that renew multiple times throughout the day in a 24-hour period. Please revise as not to
imply that your contracts are combined based on the guidance in ASC 606-10-25-9.
4.We note your proposed revised disclosures in response to prior comment 13. As
previously requested, please revise your Participant revenue policy to reference in your
disclosure the threshold for application of the constraint for variable consideration
articulated in ASC 606-10-32-11. In this regard, your proposed revised disclosures
indicate that variable consideration is not constrained because amounts are determined and
settled by the pool operator within one day of completing the contract so you have the
ability to estimate the variable consideration with reasonable certainty. Revise to indicate,
if true, that the variable consideration is estimated and it is not constrained because it is
probable that a significant reversal in the amount of revenue recognized from the contract
will not occur when the uncertainty is subsequently resolved.
5.In your proposed revised Participant revenue policy when you participate in third-party
mining pools that pay rewards only when the pool successfully mines a block, you
indicate that noncash consideration varies based upon whether the third-party mining pool
successfully validates a block. Revise to also indicate the formula inputs that create
variability in the amount of noncash consideration.
6.In your proposed revised Participant revenue policy when you participate in third-party
mining pools that pay rewards only when the pool successfully mines a block, you
indicate that you determined that variable consideration is not constrained. You previously
represented to us and disclosed that, upon the performance of hash calculations, the
transaction consideration remained variable and could not be reliably estimated without
risk of significant revenue reversal until the pool operator successfully mined a block and,
therefore, variable consideration was constrained until the block was won, at which point
in time, the constraint was lifted. Please clarify whether variable consideration is

 FirstName LastNameSalman Khan
 Comapany NameMarathon Digital Holdings, Inc.
 February 23, 2024 Page 3
 FirstName LastName
Salman Khan
Marathon Digital Holdings, Inc.
February 23, 2024
Page 3
constrained when you participate in third-party mining pools that pay rewards only when
the pool successfully mines a block. If not, please provide a comprehensive analysis of the
basis for the change in your determination.
7.We note your proposed revised disclosures in your Participant revenue policy in response
to prior comment 11 indicating that you measure noncash consideration on the date of
contract inception (when you commence providing hash calculation services) based on the
simple average daily spot rate of bitcoin. As previously requested, please clarify in your
disclosure whether this average is computed using the spot prices on the same day of
contract inception. That is, revise to state, if true, that the estimated fair value of noncash
consideration is measured using the simple average daily spot rate of bitcoin on the date of
contract inception. In addition, in regard to noncash consideration measurement, rather
than stating that the date of contract inception is when you commence providing hash
calculation services, please revise to clarify that the date of contract inception is the day
you commence providing hash calculation services. Refer to the guidance in ASC 606-10-
32-21 indicating that the estimated fair value of the noncash consideration should be
measured on the date of contract inception.
8.In response to prior comment 12, you indicate that the change in how noncash
consideration is measured for your participation in pools that only pay rewards when the
pool successfully mines a block would not have a material impact on your results of
operations based on the immateriality of revenue from such pools. Please revise to
disclose the error, how you are addressing the error, and the impact of the change on
results of operations.
9.In response to prior comment 14, we note your proposed revised disclosures in your
Participant revenue policy indicating that you recognize noncash consideration within a
24-hour period that control of the contracted service transfers to the mining pool operator.
Clarify whether “within a 24-hour period” is the same day that control is transferred or the
day after control is transferred. That is, tell us and disclose whether revenue is recognized
on the same day that control of the contracted service transfers to the mining pool
operator, which is the same day as contract inception. In this regard, you previously
represented to us in your October 12, 2023 response to comment 2 that revenue is
recognized at the point in time that the block is won for mining pools that pay rewards
only when the pool successfully mines a block or over the period that hash rate is being
contributed for mining pools that pay rewards based on a contractual formula. Please
clarify when revenue is recognized and how that relates to the date on which control of the
contracted service transfers and the date of contract inception.

 FirstName LastNameSalman Khan
 Comapany NameMarathon Digital Holdings, Inc.
 February 23, 2024 Page 4
 FirstName LastName
Salman Khan
Marathon Digital Holdings, Inc.
February 23, 2024
Page 4
            Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Zabi Nowaid