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United States securities and exchange commission logo





                            September 5, 2023

       Henry C.W. Nisser, Esq
       President and General Counsel
       Ault Alliance, Inc.
       11411 Southern Highlands Parkway, Suite 240
       Las Vegas, NV 89141

                                                        Re: Ault Alliance, Inc.
                                                            Form 10-K/A for the
Fiscal Year Ended December 31, 2022
                                                            Filed May 22, 2023
                                                            Response Dated June
22, 2023
                                                            File No. 001-12711

       Dear Henry C.W. Nisser, Esq:

               We have reviewed your June 22, 2023 response to our comment
letter and have the
       following comment. In our comment, we may ask you to provide us with
information so we may
       better understand your disclosure.

              Please respond to this comment 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
       comment applies to your facts and circumstances, please tell us why in
your response.

               After reviewing your response to this comment, we may have
additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       June 7, 2023 letter.

       Form 10-K/A for the Fiscal Year Ended December 31, 2022

       Notes to Consolidated Financial Statements
       Revenue Recognition
       Bitcoin Mining, page F-20

   1.                                                   We note your response
to comment 3. Please provide us with a complete and thorough
                                                        accounting analysis of
your application of each of the five steps in ASC 606 to your
                                                        participation in
Bitcoin mining pools. Ensure your analysis includes, but is not
                                                        necessarily limited to,
the following information:

                                                              ASC 606 Step 1-
Please identify which mining pools you participate in and for each
                                                            contract summarize
for us the material rights and obligations, including termination
 Henry C.W. Nisser, Esq
Ault Alliance, Inc.
September 5, 2023
Page 2
              rights, of each party. Explain how you evaluated such termination
rights and the
              guidance in ASC 606-10-25-1 through 9 and FASB Revenue
Recognition
              Implementation Q&A's 7 and 8 when determining contract inception
and duration.

                ASC 606 Step Two - Explain in further detail how you determined
that your only
              performance obligation is providing computing power. In doing so,
for each contract
              identify the promises; more clearly articulate what providing
computing power means
              (e.g., is it a promise to continuously calculate hashes?);
whether a valid share is a
              promise good or service or alternatively a means to evaluate
whether you are
              continuously calculating hashes and the reasons why; and provide
your analysis as to
              whether promises are distinct.

                ASC 606 Step Three - For each mining pool in which you
participate, describe the
              payout mechanisms for each pool. Tell us if the mechanisms
include a variable
              component and whether or not you apply the variable consideration
constraint. If you
              do, explain how much variable consideration is constrained and
clarify when the
              uncertainties underlying the variable consideration are
sufficiently resolved such that
              conditions of constraint no longer apply. Provide us with a
separate analysis for both
              your share of block rewards and your share of transaction fees.

                ASC 606 Step Five - Analyze whether you recognize the related
revenues at a point
              in time or over time under the guidance in ASC 606-10-25-27
through 30.

        You may contact Andrew Blume, Staff Accountant, at (202) 551-3254 or
Kevin Woody,
Accounting Branch Chief, at (202) 551-3629 if you have questions regarding
comments on the
financial statements and related matters.



FirstName LastNameHenry C.W. Nisser, Esq                       Sincerely,
Comapany NameAult Alliance, Inc.
                                                               Division of
Corporation Finance
September 5, 2023 Page 2                                       Office of
Manufacturing
FirstName LastName
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