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United States securities and exchange commission logo





                              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:
 Salman Khan
FirstName LastNameSalman    Khan
Marathon Digital Holdings, Inc.
Comapany23,
February  NameMarathon
            2024          Digital Holdings, Inc.
February
Page 2 23, 2024 Page 2
FirstName LastName
                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
 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
FirstName LastNameSalman Khan
       contributed for mining pools that pay rewards based on a contractual
formula. Please
Comapany    NameMarathon
       clarify when revenueDigital    Holdings,
                               is recognized  andInc.
                                                  how that relates to the date
on which control of the
       contracted service
February 23, 2024 Page 3   transfers  and the date of contract inception.
FirstName LastName
 Salman Khan
FirstName LastNameSalman    Khan
Marathon Digital Holdings, Inc.
Comapany23,
February  NameMarathon
            2024          Digital Holdings, Inc.
February
Page 4 23, 2024 Page 4
FirstName LastName
       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
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