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United States securities and exchange commission logo





                                August 17, 2023

       Gary A. Vecchiarelli
       Chief Financial Officer
       CleanSpark, Inc.
       2370 Corporate Circle
       Suite 160
       Henderson, NV 89074

                                                        Re: CleanSpark, Inc.
                                                            Form 10-K for the
Fiscal Year Ended September 30, 2022
                                                            Filed December 15,
2022
                                                            Form 10-Q for the
Quarterly Period Ended June 30, 2022
                                                            Filed August 9,
2023
                                                            File No. 001-39187

       Dear Gary A. Vecchiarelli:

              We have reviewed your May 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
       March 31, 2023 letter.

       Form 10-K for the fiscal year ended September 30, 2022

       General

   1.                                                   Refer to your response
to comment 1. Please revise to include a footnote to your table to
                                                        disclose how you
calculated the weighted average cost of mining one bitcoin. In addition,
                                                        in future filings,
please revise the table to disclose the range of values of bitcoin during the
                                                        periods covered by the
table as well as the source or sources for determining the value of
                                                        bitcoin. In this
regard, we note your disclosure in your Form 10-Q for the quarterly period
                                                        ended March 31, 2023
that the market price of one bitcoin in your principal market ranged
                                                        from approximately
$15,460 to $29,190 during the six months ended March 31, 2023.
 Gary A. Vecchiarelli
FirstName
CleanSpark,LastNameGary A. Vecchiarelli
            Inc.
Comapany
August 17, NameCleanSpark,
           2023            Inc.
August
Page 2 17, 2023 Page 2
FirstName LastName
Lines of Business, page 5

2.       Refer to your response to comment 2 that you do not currently have
location-based data
         on energy sources. However, in your investor presentation filed as an
exhibit to your
         February 16, 2023 8-K, it appears that you disclose energy sources by
location. Please
         clarify your response and, in addition, in future filings, please
identify the location of the
         facilities pursuant to your co-location agreement with Coinmint, LLC.
Cybsersecurity, page 10

3.       Refer to your response to comment 2 that Coinbase provides, obtains
and maintains
         insurance coverage in such types and amounts as are commercially
reasonable for the
         custodial services provided. In future filings, please disclose the
degree to which the
         policy provides coverage for the loss of your crypto assets. In this
regard, we note your
         disclosure in your Form 10-Q for the quarterly period ended March 31,
2023 that the
         bitcoin held in custody by Coinbase is not insured. Also, in future
filings, identify the
         percentage of your crypto assets that are held in hot wallets. In this
regard, we note your
         response that you hold "most" of your bitcoin in hot wallets.
4.       Refer to your response to comment 4. Please disclose the material
terms of your
         agreement with Genesis Custody Limited, including a description of
Genesis Custody
         Limited's insurance and the degree to which those policies provide
coverage for the loss of
         your crypto assets, and, if known, the geographic location where your
crypto assets are
         held in cold wallets. In addition, we note that the risk factor on
page 16 of your 10-Q for
         the quarterly period ended December 31, 2022 notes that Genesis Global
Holdco LLC
         declared bankruptcy but that you have no exposure to Genesis Global
Holdco. In future
         filings, please expand this risk factor to state that you have a
custody agreement with
         Genesis Custody Limited.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-11

5.       We acknowledge your responses to comments 7 and 8. Please respond to
the following:
             You told us that you record your share of the bitcoins receivable
by the mining pool
            operator upon the close of the reporting date at midnight UTC.
Clarify for us in what
            period you recognize revenue for each day's mining activity and how
you perform
            your revenue cutoff for each quarterly reporting period.
             You gave us Foundry USA Pool Service Agreements in your last two
responses. Tell
            us where the promises and related performance obligations are
described in the
            agreements. If these items are contained in another agreement,
provide us a copy of
            those agreements/terms.
             Substantiate for us why the contribution of hash rate is your
performance obligation
            and how the Foundry USA Pool Service Agreement identifies your
promises and
            related performance obligations. In your response, address the
following:
              o   Tell us what a "Share" is in the context of your poll payout
structure (FPPS);
 Gary A. Vecchiarelli
FirstName
CleanSpark,LastNameGary A. Vecchiarelli
            Inc.
Comapany
August 17, NameCleanSpark,
           2023            Inc.
August
Page 3 17, 2023 Page 3
FirstName LastName
                 o Tell us your consideration for treating each nonce you are
assigned as a
                   performance obligation or whether the range of all nonces
for an individual
                   block is a separate performance obligation; and
                o  Tell us how and when you report your work performed to the
pool operator. In
                   this regard, explain whether you report each nonce completed
or only report
                   when all nonces assigned are completed or at some point in
between.
                o  As you determined that your single performance obligation to
provide
                   computing power services (hashrate) is recognized over time
under ASC 606-
                   10-25-27a and 25-27b, please tell us how you considered if
25-27c was met.
                Tell us how you have insight into whether the amount of bitcoin
to be received from
              the pool operator is the appropriate amount given the variable
nature of the
              computing power (and/or Shares) that you provide relative
computing power (or
              Shares) related to the entire pool.
6.       In response to comment 9, you told us that you believe contract
inception occurs daily at
         midnight UTC. We note that under ASC 606-10-32-21, you should measure
the estimated
         fair value of the non-cash consideration at contract inception. But
you also told us that the
         fair value of the bitcoin award received is determined using the
closing price of the related
         bitcoin on the date earned as of midnight UTC. That is, your response
tells us that
         contract inception is at the beginning of the contract period but you
measure the fair value
         of the non-cash consideration based on the estimated fair value as of
the end of the
         contract period, even though your response acknowledges the potential
for material
         fluctuations in the fair value of bitcoin over a 24-hour period. Given
that it appears that
         your contract can be terminated at any time without penalty and you
likely have no
         minimum service period requirement, please tell us your consideration
for the guidance in
         Examples 1 and 2 of Question 7 to the FASB Revenue Recognition
Implementation
         Q&As and the impact on your determination of both contract inception
and the impact of
         termination provisions as to contract duration, with reference to ASC
606-10-25 and 10-
         32. Include the following in your response:
             Please tell us the timing of when you measure the value of
non-cash consideration,
             Explain to us whether there are any penalties for contract
termination by either party,
             Clarify for us what happens if you cancel midterm, and
             Tell us whether you can withdraw computing power midterm and
reinstitute it later
              that same day.
Form 10-Q for the Quarterly Period Ended June 30, 2023

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of continuing operations for three months ended June 30, 2023 and 2022
Costs of Revenue (exclusive of depreciation and amortization expense), page 10

7.       We note your disclosure on page 10 that you incurred $5,291 of hosting
fees and $1,334
         of profit sharing fees for the three months ended June 30, 2023, where
the 33% increase in
         hosting fees was partially offset by the 46% decrease in profit
sharing fees compared to
 Gary A. Vecchiarelli
FirstName
CleanSpark,LastNameGary A. Vecchiarelli
            Inc.
Comapany
August 17, NameCleanSpark,
           2023            Inc.
August
Page 4 17, 2023 Page 4
FirstName LastName
         the comparable prior year's quarter. As the significant decrease in
profit sharing fees was
         due to higher network difficulty and lower hashrate utilization at
your largest co-location,
         please tell us the following:
             Explain if you expect these trends to continue in future periods.
             Tell us how this may impact your block reward variability.
             Clarify what other accounts they may impact.
Financial Statements
Consolidated Statements of Cash Flows, page F-7

8.       In response to comment 15, you told us that your current average
holding period of bitcoin
         is less than one month. As previously requested, please tell us the
shortest and longest
         time periods you have held bitcoin before sale and provide an estimate
of how frequently
         it is converted to USD for each period presented. Then, considering
the length of time
         bitcoin is held, tell us how management considered the guidance in ASC
230-10-45-
         12(c) in determining that the proceeds from the sale of bitcoin should
be reflected
         within operating activities and not investing activities.
Note 2. Summary of Significant Accounting Policies
Property and Equipment, page F-15

9.       You disclose that property and equipment is reviewed on a regular
basis for the existence
         of facts or circumstances that may suggest impairment. During the nine
months ended
         June 30, 2023, you did not record an impairment expense on property
and equipment,
         while you recorded $1,017 of impairment expense on bitcoin. Given the
significant
         decline in the fair value of bitcoin in fiscal 2023 relative to
historical prices, as you
         disclose "The value of bitcoin has historically been subject to wide
swings..." on page 7,
         tell us how you considered this factor in determining whether or not
to evaluate your
         mining equipment and related assets for impairment. Tell us the
significant factors you
         consider that could trigger an impairment. Refer to ASC 350-10-35-21.
Bitcoin, page F-15

10.      We acknowledge your response to comment 13 and your revised disclosure
on page F-15
         where you state that you included bitcoin in current assets due to
your ability to sell
         bitcoin in a highly liquid marketplace and your intent to liquidate
your bitcoin to support
         operations when needed. We also note your disclosure on page 7 that
you sell bitcoin from
         time to time and do not currently plan to engage in regular trading of
bitcoin. Please tell
         us how your classification of cryptocurrencies as current assets is
consistent with the
         definition of current assets in ASC 210-10-20 and the FASB Master
Glossary.
11.      We acknowledge your response to comment 11. Please respond to the
following:
             Confirm to us that you perform your digital asset impairment
analysis each day and
            record any related impairment on that day and that you do not
perform your
            impairment analysis as a look-back at the end of the quarter.
 Gary A. Vecchiarelli
CleanSpark, Inc.
August 17, 2023
Page 5
                You told us that you determined your method of calculating
impairment for your
              bitcoin on a daily basis using a daily closing price at a
standard cutoff time was not in
              compliance with the ASC 350-30-35-19, but you did not correct the
financial
              statements because the impact was not material. Please provide us
with your analysis
              of the materiality of the correction to your financial
statements.
                You told us that you combine crypto assets into a single unit
for purposes
              of calculating impairment. Tell us how you considered ASC
350-30-35-24 and why
              you do not account for each unit (or fractional unit) of your
crypto assets as its own
              unit of account for assessing impairment since you can sell or
otherwise dispose of
              each unit (fractional unit) separately.
12.      In response to prior comment 12, you told us that you used quotes from
Nasdaq.com to
         value your bitcoin, even though your principal market is Coinbase.com.
You told us that
         you will adjust your accounting to use your principal market in
subsequent periods,
         beginning with the quarter ended March 31, 2023. Provide us with the
impact/variance
         analysis you performed wherein you concluded that the impact of the
error is not material
         to your historical financial statements.
       You may contact Kate Tillan at 202-551-3604 or Bonnie Baynes at
202-551-4924 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Sonia Bednarowski at 202-551-3666 or Sandra Hunter Berkheimer, Legal
Branch Chief,
at 202-551-3758 with any other questions.



FirstName LastNameGary A. Vecchiarelli                          Sincerely,
Comapany NameCleanSpark, Inc.
                                                                Division of
Corporation Finance
August 17, 2023 Page 5                                          Office of
Crypto Assets
FirstName LastName
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