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United States securities and exchange commission logo





                             March 5, 2024

       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
September 18, 2023
                                                            File No. 001-12711

       Dear Henry C.W. Nisser, Esq:

              We have reviewed your September 18, 2023 response to our comment
letter and have the
       following comment.

              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
       our 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 September 5,
       2023 letter.

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

       Revenue Recognition
       Bitcoin Mining, page F-19

   1.                                                   We acknowledge your
response to comment 1 and your revised disclosures beginning on
                                                        page F-11 of your Form
10-Q for the quarterly period ended September 30, 2023. Please
                                                        respond to the
following:
                                                            You identify the
provision of    computing power    as your single performance
                                                            obligation. Tell us
how that terminology accurately portrays the promise under your
                                                            contracts given
that you run the pool operator   s software on your equipment to
                                                            construct block
header candidates and perform hash calculations. In your response,
                                                            clarify for us
whether as a participant in a mining pool it would be more accurate to
                                                            characterize your
performance obligation as the provision of hash calculation services
 Henry C.W. Nisser, Esq
Ault Alliance, Inc.
March 5, 2024
Page 2
           to the pool operator and revise your disclosure as appropriate,
including that this
           performance obligation is an output of your ordinary activities for
which you decide
           when to provide services under the contract(s).
           Enhance future filings to clarify, if true, that the contract with
your pool operator
           provides both parties the unilateral enforceable right to terminate
the contract at any
           time without penalty.
           Consistent with your response, enhance future filings to disclose
that the customer
           termination option results in a contract that continuously renews
throughout the day
           and therefore has a duration of less than 24 hours.
           Since you have determined the mining pool arrangement is a contract
that is
           continually renewed, tell us, and enhance future filings to
disclose, whether the rate
           of payment remains the same upon renewal and whether your customer
s option to
           renew represents a material right and thus a separate performance
obligation as
           contemplated in ASC 606-10-55-42.
           In your response, you indicate your mining rewards are determined
based on an FPPS
           payout formula. Please enhance your disclosures to include a more
fulsome
           description of this formula. Your disclosure should clarify, if
true, that your rewards
           are comprised of block rewards and transaction fees. Your revised
disclosure should
           also describe the variables that comprise the FPPS formula. For
example, if true,
           disclose that network block subsidies are based on the total amount
of block subsidies
           that are expected to be generated on the bitcoin network as a whole
during the 24-
           hour period beginning at midnight UTC daily (i.e., the measurement
period), while
           network transaction fees are based on the total amount of
transaction fees and block
           rewards that are actually generated on the blockchain network as a
whole during the
           measurement period. Your disclosure should also make clear, as
stated in your
           response, that consideration is generated regardless of whether the
mining pool
           operator successfully records a block to the blockchain and whether
the amounts are
           calculated based on expected or actual amounts.
           You state that you value noncash consideration at contract inception
which is the
           beginning of the day Bitcoin is earned. Given that the Bitcoin
exchange trades 24/7,
           please tell us and disclose the specific point in time that you fair
value Bitcoin each
           day (i.e., 23:59:59 or 0:00:00). If 0:00:00, please specify if that
is the start of the day
           of the contract (i.e., 0:00:00 to 23:59:59) or the start of the next
day.
           Consistent with your response, enhance future filings to disclose,
if true, that revenue
FirstName LastNameHenry C.W. Nisser, Esq
           is recognized the same day that control of the contracted service
transfers to the
Comapany mining
           NameAultpoolAlliance,  Inc.
                         operators,  which is the same day as contract
inception.
       Provide  us with
March 5, 2024 Page 2    your  revised  proposed disclosure.
FirstName LastName
 Henry C.W. Nisser, Esq
FirstName  LastNameHenry  C.W. Nisser, Esq
Ault Alliance, Inc.
Comapany
March      NameAult Alliance, Inc.
       5, 2024
March3 5, 2024 Page 3
Page
FirstName LastName
       Please contact Rolf Sundwall at 202-551-3105 or Michelle Miller at
202-551-3368 if you
have questions regarding comments on the financial statements and related
matters.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Crypto
Assets
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