MARATHON DIGITAL HOLDINGS, INC.

May 10, 2023

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-4561

Attn: Melissa Walsh

Re: Marathon Digital Holdings, Inc.

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

File No. 001-36555

Dear Melissa:

Pursuant to our call today, attached please find the various “boilerplate” terms and conditions for both the Braiins and Foundry Pools. We will attach all of these as exhibits to our next subsequent filing and describe any material terms therein.

Sincerely,

/s/ Jolie Kahn

Jolie Kahn

General Counsel