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April 8, 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, 2023
Form 8-K Filed February 28, 2024
File No. 001-36555
Dear Salman Khan:
            We have reviewed your February 26, 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 23, 2024
letter.
Form 10-K for the Fiscal Year Ended December 31, 2023
Note 2 - Summary of Significant Accounting Policies
Digital Assets, page F-10
1.We note that you early adopted ASU 2023-08 in the fourth quarter of fiscal year ended
December 31, 2023, effective January 1, 2023. Please revise to disclose the adjustments to
each interim period in accordance with ASC 250-10-50-1(b)(2) or tell us why such
disclosures are not required. Also, refer to Item 302(a) of Regulation S-K.
2.We note that you enacted a voluntary change in accounting principle from LIFO to FIFO
during the quarter ended March 31, 2023. Please revise to disclose the effects of these
accounting changes on the annual prior periods presented, consistent with comment 4 in
our letter dated September 29, 2023. Refer to ASC 250-10-45-15, 50-1, and 50-2 and Rule
3-03(c) of Regulation S-X. In addition, it appears the voluntary change in accounting

 FirstName LastNameSalman Khan
 Comapany NameMarathon Digital Holdings, Inc.
 April 8, 2024 Page 2
 FirstName LastName
Salman Khan
Marathon Digital Holdings, Inc.
April 8, 2024
Page 2
principle from LIFO to FIFO was reported through retrospective application to all prior
periods in accordance with ASC 250-10-45-5. As such, please clarify your statements
throughout that indicate the change was effective January 1, 2023 to indicate the change
was applied retrospectively to all prior periods presented. Finally, please tell us what
consideration you gave to labeling the prior period financial statements “as adjusted.”
Note 8 - Fair Value Measurement, page F-21
3.We note your footnote disclosure indicating that cash and cash equivalents as of
December 31, 2023 includes government backed securities and investments. Please revise
to provide the disclosures required by ASC 320-10-45-12.
Controls and Procedures
Change in Internal Control Over Financial Reporting, page 55
4.Please revise to disclose whether the other material weaknesses previously identified in
your Form 10-Q for the quarterly period ended September 30, 2023 have been remediated.
If so, explain in detail the corrective actions you have taken and procedures you have
implemented to remediate them. Refer to Item 308(c) of Regulation S-K.
Signatures, page 61
5.The annual report should also be signed by your controller or principal accounting officer.
Please revise. Refer to General Instruction D(2)(a) of Form 10-K.
Form 8-K Filed February 28, 2024
Exhibit 99.1
6.We note your disclosure of the non-GAAP measures of net income (loss) excluding the
impact of the newly adopted FASB fair value accounting rules and net income (loss) per
share excluding the impact of the newly adopted FASB fair value accounting rules. The
non-GAAP adjustments to these measures have the effect of changing the recognition and
measurement principles required to be applied in accordance with GAAP. Please revise to
refrain from presenting these individually tailored non-GAAP measures. Refer to
Question 100.04 of Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures.

 FirstName LastNameSalman Khan
 Comapany NameMarathon Digital Holdings, Inc.
 April 8, 2024 Page 3
 FirstName LastName
Salman Khan
Marathon Digital Holdings, Inc.
April 8, 2024
Page 3
            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