What changed in this filing

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Item 1. Business

2024-02-28 compared with 2023-03-16 · 225 added, 349 removed, 8 unchanged (99% of the section changed)

CORPORATE OVERVIEW

HISTORY AND PIVOT TO BITCOIN MINING

is a digital asset technology company that produces or “mines” digital assets with a focus on the blockchain ecosystem and

the generation of digital assets.

Marathon’s strategy is to produce and hold bitcoin (after paying for cash operating costs of

production) as a long term investment.

Holding bitcoin is a strategy to act as a store of value, supported by a robust and public open

source architecture, that is not linked to any country’s monetary policy and can therefore serve as a store of value outside of

government control.

We believe that bitcoin offers additional opportunity for appreciation in value with increasing adoption due to its

limited supply.

We may also explore opportunities to become involved in businesses ancillary to our bitcoin mining business as favorable

market conditions and opportunities arise.

were incorporated in the State of Nevada on February 23, 2010 under the name Verve Ventures, Inc.

On December 7, 2011, we changed our

name to American Strategic Minerals Corporation and were engaged in exploration and potential development of a uranium and vanadium minerals

In June 2012, we discontinued our minerals business and began to invest in real estate properties in Southern California.

October 2012, we commenced our IP licensing operations, at which time the Company’s name was changed to Marathon Patent Group,

We purchased digital asset mining machines and established a data center in Canada to mine digital assets in 2017.

The Company ceased

operating in Canada in 2020 and relocated all owned mining rigs from Canada to the U.S.

The Company has since expanded its activities

in the mining of bitcoin across the U.S.

The Company changed its name to Marathon Digital Holdings, Inc.

on March 1, 2021.

As of December

31, 2022, the Company is solely focused on the mining of bitcoin and ancillary opportunities within the Bitcoin ecosystem.

term “Bitcoin” with a capital “B” is used to denote the Bitcoin protocol which implements a highly available,

public, permanent, and decentralized ledger.

The term “bitcoin” with a lower case “b” is used to denote the token,

CORPORATE INFORMATION

2022, we moved our corporate headquarters to Fort Lauderdale, FL and maintain an address at 101 SE 3 rd Avenue, Suite 1200,

Fort Lauderdale, FL 33301.

We also maintain a West Coast office at 300 Spectrum Center Drive, Suite 950, Irvine, CA 92618.

is www.mara.com .

As of February 20, 2023, we had 30 full-time employees and we expect this number to continue to grow in support

of the increased scale of the business.

We believe our employee relations to be good.

2022 AND 2023 EVENTS

March 31, 2022, Hugh Gallagher was appointed Chief Financial Officer of the Company.

March 31, 2022, the Company amended its previously announced agreements with affiliates of Beowulf Energy LLC, a Delaware limited liability

company (collectively and as applicable, “Beowulf”), and Two Point One, LLC, a Delaware limited liability company (“2P1”),

pursuant to which Beowulf and 2P1 have been designing and developing a data center facility of up to 110-megawatts (the “Facility”)

located next to, and supplied energy directly from, Beowulf’s power generation station in Hardin, MT.

As part of the Company’s

mandate to become carbon neutral by the end of the 2022 fiscal year, the Company, Beowulf and 2P1 agreed to terminate the Data Facility

Services Agreement, the Power Purchase Agreement and the Ground Lease for the Facility as of August 15, 2022, and the Company redeployed

its Hardin-installed mining rigs to renewable power facilities in the third quarter of 2022.

On July 28, 2022, the Company entered into a Revolving Credit and Security

Agreement (the “Agreement”) with Silvergate Bank (the “Bank”) pursuant to which Silvergate agreed to loan the

Company up to $100 million on a revolving basis pursuant to the terms of the Agreement and the $100 million principal amount revolving

credit note issued by the Company in favor of the Bank under the Agreement (“Note”).

On February 6, 2023, the Company provided Silvergate Bank with the required

30-day notice stating the Company’s intent to prepay the outstanding balance on its term loan facility as well as the Company’s

intent to terminate the term loan facility.

The Company and Silvergate subsequently agreed to also terminate the revolving line of credit

(“RLOC”) facility.

On March 8, 2023, the term loan prepayment was completed, and the Company’s term loan and RLOC facilities

with Silvergate Bank were terminated.

September 14, 2022, the Company amended its Amended and Restated Bylaws to document the previously disclosed unanimous Board approval

to reduce its quorum requirements to 33-1/3% of the issued and outstanding shares of common stock of the Company.

September 22, 2022, Compute North Holdings, Inc.

(along with its affiliated debtors, collectively, “Compute North”), filed

for chapter 11 bankruptcy protection in the U.S.

Bankruptcy Court for the Southern District of Texas under chapter 11 of the U.S.

Code (11 U.S.

Code section 101 et seq .).

Compute North provided operating services to the Company and hosted our mining rigs in

multiple facilities.

On December 15, 2022, US Bitcoin Corp (“US Bitcoin”) replaced Compute North as the operator of the facilities

in McCamey, TX, Granbury, TX and Kearney, NE as a result of the Compute North bankruptcy.

We currently have arrangements in place with

respect to the McCamey, Granbury and Kearney facilities.

We no longer operate at South Souix City.

On February 16, 2023, the Bankruptcy

Court approved the Debtors Plan of Reorganization, pursuant to which Marathon’s claim has been fixed at $40,000 thousand as an

unsecured claim to be paid out according to the timing and percentages within the approved Debtor’s plan.

connection with a dispute concerning the settlement of certain restricted stock unit awards previously granted to Merrick D.

former Chief Executive Officer and Chairman of the Company on October 12, 2022, the Company entered into a settlement agreement with

Okamoto, pursuant to which the Company agreed to pay Mr.

Okamoto $24,000 thousand.

Okamoto agreed to a settlement and a broad

release of known or unknown claims against the Company, which relate to the Company’s Amended 2018 Equity Incentive Plan or related

restricted stock unit award agreements.

The Company also entered into agreements in respect to seven other recipients of the same restricted

stock unit awards including a director and our current Chief Operating Officer and Chief Executive Officer and Chairman.

Payments related

to these agreements totaled approximately $2,100 thousand in the aggregate.

November 21, 2022, John Lee was appointed Chief Accounting Officer of the Company.

January 27, 2023, the Company and FS Innovation, LLC (“FSI”) entered into a Shareholders’ Agreement (the “Agreement”)

regarding formation of an Abu Dhabi Global Markets company (the “ADGM Entity”), whose purpose shall be to jointly (a) establish

and operate one or more mining facilities for digital assets;

and (b) mine digital assets (collectively, the “Business”).

The initial project by the ADGM Entity shall consist of two digital asset mining sites comprising 250 MW in Abu Dhabi, and the initial

equity ownership in the ADGM Entity shall be 80% FSI and 20% the Company, and capital contributions will be made, subject to the satisfaction

or waiver of certain conditions, during the 2023 development period in those proportions, consisting of both cash and in kind, in amounts

of approximately $406,000 thousand in aggregate.

FSI will appoint four directors to the board of the ADGM Entity, and the Company will

appoint one director.

Unless otherwise not permitted by applicable law, the digital assets mined by the ADGM Entity will be distributed

to the Company and FSI twice a month in proportion to their respective equity interests in the ADGM Entity.

There are market provisions

in the Agreement with respect to financial and tax matters.

The Agreement shall terminate at the earlier of the mutual written agreement

of the parties, winding up of the ADGM Entity or the ownership by a shareholder of all of the outstanding equity interests in the ADGM

The Agreement contains market terms on transfer of shares by a shareholder, preemptive rights and certain tag along and drag

along rights upon a sale of the ADGM Entity.

Furthermore, there are five year restrictive covenants which, inter alia, prevent Marathon

from competing in the UAE with the Business or with the business of FSI or any of certain related parties and prevent FSI from competing

with the business of Marathon.

Marathon is a digital asset technology company that is principally engaged in producing or “mining” digital assets with a focus on the Bitcoin ecosystem.

Our strategic initiatives primarily focus on mining and holding bitcoin as a long-term investment.

Bitcoin is seeing increasing adoption, and, due to its limited supply, we believe it offers opportunity for appreciation in value and long-term growth prospects for our business.

In addition to mining and holding bitcoin, from time to time we have explored, and we may in the future explore, opportunities to become more involved in businesses that expand or supplement those directly related to the self-mining of bitcoin as favorable market conditions and opportunities arise.

For example, we have considered or engaged in owning and operating bitcoin mining facilities or data centers, selling proprietary software or technology to third parties operating in the Bitcoin ecosystem, offering advisory and consulting services to support bitcoin mining ventures in domestic and international jurisdictions, and generating electricity from renewable energy resources or methane gas capture to power bitcoin mining projects.

The Company is committed to carbon neutrality and growing operations through predominately renewable energy sources.

Our business is also active in Bitcoin-related projects related to the technological development of immersion, hardware, firmware, mining pools and side chains that use the blockchain cryptography.

As used throughout this Annual Report, the term “Bitcoin” with a capital “B” is used to denote the Bitcoin protocol which implements a highly available, public, permanent, and decentralized ledger.

The term “bitcoin” with a lower case “b” is used to denote the token, bitcoin.

BITCOIN BLOCKCHAIN

OVERVIEW OF BITCOIN

is a decentralized digital asset that operates on a peer-to-peer network, allowing users to send and receive payments without the need

for intermediaries such as banks.

This is made possible through the use of blockchain technology, which is a distributed ledger that

records and verifies all transactions on the network.

Bitcoin blockchain is a public, transparent, and immutable record of all transactions that have ever occurred on the network.

is maintained by a network of computers, known as nodes, that work together to verify and validate new transactions.

Each transaction

is cryptographically signed and added to the blockchain as a new block, which is then permanently recorded and cannot be altered or deleted.

of the key advantages of the Bitcoin blockchain is that it allows for trustless, secure transactions without the need for a central authority.

Because the blockchain is decentralized and transparent, all users can verify the legitimacy of a transaction without having to rely

on a third party.

This eliminates the need for intermediaries, which can be slow and expensive, and it also makes the network resistant

to censorship and fraud.

decentralized and transparent nature makes it secure, efficient, and accessible, and gives it the potential to enable new forms of value

exchange and innovation.

OVERVIEW OF BITCOIN “HALVING” EVENTS

Bitcoin halving is a phenomenon that occurs approximately every four years on the Bitcoin network.

The halving is a key part of the Bitcoin

protocol, and it serves to control the overall supply and reduce the risk of inflation in digital assets using a Proof-of-Work consensus

At a predetermined block, the mining reward is cut in half, hence the term “halving”.

For bitcoin the reward was

initially set at 50 bitcoin currency rewards per block.

The Bitcoin blockchain has undergone halving three times since its inception

Bitcoin and Bitcoin Mining

Bitcoin is a decentralized digital asset that operates on a peer-to-peer network, allowing users to send and receive payments without the need for banks and other intermediaries.

Bitcoin is not linked to any fiat currency or country’s monetary policy, therefore serves as a store of value outside of government control.

This is possible by using blockchain technology, which is a distributed ledger that records and verifies all transactions on the network.

The Bitcoin blockchain is a public, transparent, and unalterable record of all transactions that have ever occurred on the peer-to-peer network.

When a user sends a transaction on the Bitcoin network, it is broadcast to the network and added to a pool of unconfirmed transactions known as the “mempool.” Mining rigs then compete in a sort of lottery to “solve a block,” which confirms a transaction and adds it to the blockchain, and the mining rig receives a reward in the form of newly minted bitcoin.

Each confirmed transaction is cryptographically signed and permanently recorded in the blockchain as a new block, and cannot be altered or deleted.

The block chain is maintained by a robust and public open-source architecture consisting of a network of computers, known as nodes, that work together to verify and validate new transactions.

Because the blockchain is decentralized and transparent, all users can verify the legitimacy of a transaction without having to rely on a third party.

This eliminates the need for intermediaries, which can be slow and expensive, and makes the network resistant to censorship and fraud.

Bitcoin mining plays a key role in the maintenance and growth of the Bitcoin network by providing the computational power needed to verify transactions and add new blocks to the blockchain.

As consumers increasingly become interested in mining bitcoin, the network becomes more secure and efficient.

As of December 31, 2023, we operated approximately 210,000 mining rigs globally, with an installed and energized hash rate of approximately 25.2 and 24.7 exahashes per second, respectively.

During the year ended December 31, 2023, we mined 12,852 bitcoin, an increase of 8,708 bitcoin, or 210.1%, over the prior year.

We remain focused on maximizing our chances of successfully solving blocks on the Bitcoin blockchain by growing our hash rate, or the amount of computational power we devote to supporting the bitcoin blockchain, to enhance our ability to successfully solving blocks.

Generally, the greater the share a single mining rig can capture of the blockchain’s total network hash rate, or the aggregate hash rate deployed to solving a block on the Bitcoin blockchain, the greater the rig’s chances of solving a block and therefore earning the reward.

Currently, the reward for each solved block is equal to 6.25 bitcoin plus transaction fees and, as of December 31, 2023, the price of a bitcoin was $42,288.

As additional mining operators enter the market in response to increased demand for bitcoin, the blockchain’s network hash rate grows.

As we expect this trend to continue, we will need to continue to grow our hash rate to compete in our dynamic and highly competitive industry.

Bitcoin “Halving” Events

Bitcoin halving is a phenomenon that has historically occurred approximately every four years on the Bitcoin network.

Halving is a key part of the Bitcoin protocol and serves to control the overall supply and reduce the risk of inflation in digital assets using a Proof-of-Work consensus algorithm.

At a predetermined block, the mining reward is cut in half, hence the term “halving.” For example, the reward for adding a single block to the blockchain was initially set at 50 bitcoin currency rewards.

The Bitcoin blockchain has undergone halving three times since its inception as follows:

(1) on November 28, 2012 at block height 210,000;

(2) on July 9, 2016 at block height 420,000;

(3) on May 11, 2020 at block

height 630,000, when the reward was reduced to its current level of 6.25 bitcoin per block.

The next halving for the Bitcoin blockchain

is anticipated to occur on or around March 2024 at block height 840,000.

This process will reoccur until the total amount of bitcoin

currency rewards issued reaches 21,000 thousand and the theoretical supply of new bitcoin is exhausted, which is expected to occur around

Affecting Profitability

Price of Bitcoin

business is heavily dependent on the price of bitcoin.

The prices of digital assets, including bitcoin, have experienced substantial

volatility, meaning that high or low prices may be based on speculation and incomplete information, may be subject to rapidly changing

investor sentiment, and may be influenced by factors such as technology, regulatory void or changes, fraudulent actors, manipulation,

and media reporting.

Bitcoin (as well as other digital assets) may have value based on various factors, including their acceptance as

a means of exchange by consumers and producers, scarcity, and market demand which are beyond our control.

halving is an important part of the Bitcoin ecosystem, and it is closely watched by miners, investors, and other participants in the

digital asset market.

and (3) on May 11, 2020 at block height 630,000, when the reward was reduced to its current level of 6.25 bitcoin per block.

The next halving for the Bitcoin blockchain is anticipated to occur around April 2024 at block height 840,000.

This process will recur until the total amount of bitcoin currency rewards issued reaches 21.0 million, and the theoretical supply of new bitcoin is exhausted, which is expected to occur around 2140.

Many factors influence the price of Bitcoin, and potential increase or decrease in prices in advance of or following the future halving is unknown.

Factors Affecting Profitability

Market Price of Bitcoin

Our business is heavily dependent on the price of bitcoin.

The prices of digital assets, including bitcoin, have historically experienced substantial volatility, and digital asset prices have in the past and may in the future be driven by speculation and incomplete information, subject to rapidly changing investor sentiment, and influenced by factors such as technology, macroeconomic conditions, regulatory void or changes, fraudulent actors, manipulation, and media reporting.

Further, the value of bitcoin and other digital assets may be significantly impacted by factors beyond our control, including consumer trust in the market acceptance of bitcoin as a means of exchange by consumers and producers.

The halving is an important part of the Bitcoin ecosystem, and it is closely watched by miners, investors, and other participants in the digital asset market.

Each halving event has historically been associated with significant price movements in the value of bitcoin.

Hash Rate and Difficulty

a bitcoin mining rig’s chance of solving a block on the Bitcoin blockchain and earning a bitcoin reward is a function of the mining

rig’s hash rate, relative to the global network hash rate (i.e., the aggregate amount of computing power devoted to supporting

the Bitcoin blockchain at a given time).

As demand for bitcoin has increased, the global network hash rate has increased rapidly, and

as more adoption of bitcoin occurs, we expect the demand for new bitcoin will likewise increase as more mining companies are drawn into

the industry by this increased demand.

Further, as more and increasingly powerful mining rigs are deployed, the network difficulty for

Bitcoin has increased.

Network difficulty is a measure of how difficult it is to solve a block on the Bitcoin blockchain, which is adjusted

every 2016 blocks (every 2 weeks approximately) so that the average time between each block remains ten minutes.

A high difficulty means

that it will take more computing power to solve a block and earn a new bitcoin reward, which, in turn, makes the Bitcoin network more

secure by limiting the possibility of one miner or mining pool gaining control of the network.

Therefore, as new and existing miners

deploy additional hash rate, the global network hash rate will continue to increase, meaning a miner’s share of the global network

hash rate (and therefore its chance of earning bitcoin rewards) will decline if it fails to deploy additional hash rate at pace with

the industry.

OVERVIEW OF BITCOIN MINING

mining is the process by which new bitcoin are created and transactions on the Bitcoin network are verified.

In order to mine bitcoin,

mining rigs use specialized computer hardware to win a lottery, which allows them to add new blocks to the bitcoin blockchain and receive

a reward in the form of newly minted bitcoin.

The bitcoin mining process serves several important functions in the bitcoin ecosystem.

bitcoin mining helps to secure the Bitcoin network by verifying transactions and preventing fraud.

When a user sends a transaction on

the Bitcoin network, it is broadcast to the network and added to the pool of unconfirmed transactions known as the “mempool.”

Mining rigs then compete in a sort of lottery required to add these transactions to the blockchain, which is the decentralized ledger

that records all Bitcoin transactions.

When a mining rig successfully adds a new block to the blockchain, the transactions included in

that block are considered confirmed, and the mining rig receives a reward in the form of newly minted bitcoins.

bitcoin mining helps to decentralize the Bitcoin network and distribute new bitcoin in a fair and transparent manner.

Unlike traditional

currencies, which are issued and controlled by central banks, bitcoin is a decentralized digital asset that is not controlled by any

government or institution.

Instead, new bitcoin are created and distributed through the mining process, which allows anyone with the

necessary hardware and expertise to participate in the mining process and potentially earn rewards.

This decentralized distribution of

new bitcoin helps to ensure that the supply of the digital asset is controlled in a fair and transparent manner.

bitcoin mining plays a key role in the maintenance and growth of the Bitcoin network.

The mining process helps to support the infrastructure

of the network by providing the computational power needed to verify transactions and add new blocks to the blockchain.

As more people

become interested in mining bitcoin, the network becomes more secure and efficient.

Network Hash Rate and Difficulty

Generally, a bitcoin mining rig’s chance of solving a block on the Bitcoin blockchain and earning a bitcoin reward is a function of the mining rig’s hash rate, relative to the global network hash rate (i.e., the aggregate amount of computing power devoted to supporting the Bitcoin blockchain at a given time).

As demand for bitcoin increases, the global network hash rate rapidly increases, and as more adoption of bitcoin occurs, we expect the demand for new bitcoin will likewise increase as more mining companies are drawn into the industry by this increase in demand.

Further, as more and increasingly powerful mining rigs are deployed, the network difficulty for Bitcoin increases.

Network difficulty is a measure of how difficult it is to solve a block on the Bitcoin blockchain, which is adjusted every 2,016 blocks, or approximately every two weeks, so that the average time between each block is approximately ten minutes.

A high difficulty means that it will take more computing power to solve a block and earn a new bitcoin reward, which, in turn, makes the Bitcoin network more secure by limiting the possibility of one miner or mining pool gaining control of the network.

Therefore, as new and existing miners deploy additional hash rate, the global network hash rate will continue to increase, meaning a miner’s share of the global network hash rate (and therefore its chance of earning bitcoin rewards) will decline if it fails to deploy additional hash rate at pace with the industry.

STRATEGIC FOCUS

Company’s focus at the onset of 2022 was on growth execution and transition into a larger operation.

This focus consisted of both

the expansion of operations of our core bitcoin mining business (operating mining rigs at third-party owned and operated data centers)

and operating MaraPool – our proprietary bitcoin mining pool which orchestrates the operation of our fleet of mining rigs.

activities and milestones throughout 2022 included the following:

deployed capital to secure the most efficient ASICs mining rigs through contracts that included price protection clauses which benefited

the Company as ASICs prices declined throughout the second and third quarters of 2022.

shut down operations at the coal powered Hardin, MT data center facility

started operations at the wind powered site in McCamey, TX and other smaller sites

focused on securing additional hosting services for our planned expansion of operations, entering into third-party hosting relationships

with Applied Digital to host S19XP mining rigs at sites in Texas and North Dakota.

increased our hashrate from 3.5 exahashes per second at the beginning of the year to 7.0 exahashes per second at the end of 2022.

was also a year of adaptation, as the Company had to overcome several operational and financial headwinds, including:

primary mining facility in Hardin, MT going offline after being damaged by a storm in mid-2022

in the energization of the McCamey, TX site during the second and third quarters of 2022

largest hosting partner (Compute North) entering bankruptcy in September 2022

significant decline in the price of bitcoin, which resulted in impairments of our bitcoin holdings throughout the year and an impairment

charges related to the value of our mining rigs and certain contracts during the fourth quarter of 2022

financial markets and macroeconomic conditions

primary focus in 2023 will be the realization of the full energization of our fleet of nearly 200,000 bitcoin mining rigs and growing

our total operational hashrate from 7.0 exahashes per second at year end 2022 to over 23 exahashes per second by the third quarter of

We will also be focused on our first international expansion, a joint venture that will result in the formation of an Abu Dhabi

Global Markets company whose purpose will be to operate one or more mining facilities for digital assets.

The initial project will consist

of two mining sites comprising 250 MW in Abu Dhabi and the Company will own 20% of this entity, which is expected to commence bitcoin

mining operations in the second half of 2023.

Additionally, we expect to operationalize a number of technology innovations developed

by our technology team and partners including mining using immersion as well as new hardware and software solutions to optimize mining

rig performance and the reliability of MaraPool operations.

place a strong emphasis on research and development (R&D) as a key driver of innovation and growth.

Our R&D process is designed

to support the creation and development of new tools and processes that are an integral part of our overall business strategy and enhance

our productivity as an advanced and sustainable bitcoin miner.

first step in our R&D process is ideation, which is the process of generating and evaluating new ideas.

We encourage our team members

to come up with creative and innovative ideas, and we provide them with the resources and support they need to explore these ideas further.

we have identified a promising idea, the next step is to develop a prototype.

This typically involves creating a small-scale version

of the product or service, which can be tested and evaluated in order to identify potential issues and improve the design.

We also conduct

market research to understand the potential market for the product or service.

final step in our R&D process is testing and validation.

This involves conducting thorough testing of the prototype to identify any

issues or flaws, and to ensure that it meets our quality standards.

We also conduct market testing to gather feedback from real-world

users, and we use this feedback to refine and improve the product or service.

our R&D process is designed to support the creation and development of innovative technology advancements that ensure we maintain

our competitive advantages and improves our position as a leading bitcoin miner.

We believe that this process is essential for driving

growth and staying ahead of the competition, and we are committed to continuously improving and refining it to support our success.

OUR STRATEGIC INVESTMENTS

are committed to pursuing strategic investments that align with our vision and values.

Our strategy is focused on identifying and partnering

with companies that have the potential to generate long-term value for our stakeholders.

key element of our investment strategy is to focus on companies that are at the forefront of emerging technologies and industries.

believe that these companies have the potential to drive significant innovation and growth, and we are committed to supporting their

development through investments in both hardware and software companies

key aspect of our strategy is to prioritize investments in companies that are aligned with our values and mission.

We believe that our

stakeholders expect us to support businesses that operate in a responsible and sustainable manner, and we are committed to making investments

that reflect these values.

our investment strategy is designed to support our growth and success, while propelling us to be the most advanced, agile, and efficient

bitcoin miner.

We are committed to making strategic investments that are aligned with our vision and values, and we believe that this

approach will help us to achieve long-term success.

OUR OPERATIONS

deploy or are in the process of deploying our assets at various sites in the United States.

All of our sites are currently hosted by

third parties to whom we pay a fee.

A summary of our current and anticipated operating locations follows:

TX - Approximately 63,000 S19j Pros are deployed and operational at this site, with another 4,000 S19j Pros pending delivery and

deployment in 2023.

Our contract for this facility expires in August 2027.

City, TX - Approximately 28,000 S19 XPs are installed at this site, which is currently pending final regulatory approval for energization.

Our current expansion plans call for the deployment of 19 MW of immersion from a combination of new capacity and replacement of air-cooled

units for immersion during 2023.

Our contract for this facility expires in July 2027.

ND - Approximately 57,000 S19 XPs are expected to be deployed at this site during the first half of 2023.

Energization is expected

to start late in the first quarter of 2023.

Our contract for this site expires in July 2027.

ND - Approximately 5,600 S19 XPs are deployed and operational at this site, with planned deployments of another 10,400 air-cooled

units during the first quarter of 2023.

In addition to this air-cooled installation, the Company plans to deploy 768 units in immersion

on the site during the second quarter of 2023.

Our contract for the immersion deployment expires in August 2026 and our contract

for the air-cooled deployment at the site expires in December 2027.

TX - Approximately 12,500 S19j Pros and 4,400 XPs are currently deployed and being energized at this facility.

There are no plans

to expand operations at this facility.

OH - Approximately 2,800 S19 Pros are currently deployed and operational at this facility.

Our contract for this facility expires

in June 2023 and we do not expect to renew this contract beyond this termination date.

TX - Approximately 345 S19 Pros are currently deployed and operational at this facility.

There are no plans to expand operations

at this facility and our contract for this facility expires in June 2027.

NE - Approximately 2,300 S19 J Pros are deployed and operational at this site.

The Company expects to deploy an additional 1,300

MicroBT units at this site in 2023.

Sioux City, SD - Approximately 660 S19 Pros were deployed at this site.

The Company’s contract for this facility expired and

the Company exited this facility in early 2023.

January 27, 2023, the Company and FSI entered into an Agreement regarding formation of an Abu Dhabi Global Markets company whose purpose

shall be to jointly (a) establish and operate one or more mining facilities for digital assets;

and (b) mine digital assets.

project by the ADGM Entity shall consist of two digital asset mining sites comprising 250 MW in immersion in Abu Dhabi, and the initial

equity ownership shall be 80% FSI and 20% the Company.

The facility is expected to be operational in the second half of 2023.

digital asset mining, companies and individuals use computing power to solve cryptographic algorithms to record and publish transactions

to blockchain ledgers or provide transaction verification services to the Bitcoin network in exchange for digital asset rewards.

current reward for verifying a block on the Bitcoin blockchain is 6.25 bitcoin.

Miners can range from individual enthusiasts to professional

mining operations with dedicated data centers.

Our focus in 2023 was on growth execution and transition into a more mature organization with diversified portfolio of bitcoin mining technologies and assets.

This focus consisted of both the expansion of operations of our core bitcoin mining business (operating mining rigs at third-party owned and operated data centers), acquiring and operating bitcoin mining sites to host our own bitcoin mining rigs, and operating MaraPool, our proprietary bitcoin mining pool which orchestrates the operation of our fleet of mining rigs.

Key activities and milestones throughout 2023 included the following:

• In December 2023, we entered into a definitive agreement to acquire two currently operational bitcoin mining sites, totaling 390 megawatts of capacity, in Granbury, Texas and Kearney, Nebraska, to reduce the cost per coin of our current operations at these sites and further transition from the asset-light organization to one that manages a diversified and resilient portfolio of bitcoin mining operations.

The transaction closed on January 12, 2024;

• We deployed capital to secure the most efficient Application Specific Integrated Circuit mining rigs (“ASICs”) through contracts that included price protection clauses which benefited the Company as ASICs prices declined throughout the second and third quarters of 2023;

• We continued operations at a wind-powered site in McCamey, Texas and other smaller sites, which have increased our use of renewable sources of energy;

• We secured additional hosting services to further our planned expansion of operations, entering into third-party hosting relationships with Applied Digital Corporation (“APLD”) to host S19XP mining rigs at sites in Texas and North Dakota;

• We increased our hash rate from 7.0 and 7.0 installed and energized exahashes per second, respectively, as of December 31, 2022 to 25.2 and 24.7 installed and energized exahashes per second, respectively, as of December 31, 2023.

The year ended December 31, 2023 was a year of adaptation, as we overcame several operational and financial headwinds that occurred during 2022, including:

• Our primary mining facility in Hardin, Montana went offline after being damaged by a storm in mid-2022;

• Delays in the energization of the McCamey, Texas site during the second and third quarters of 2022;

• Compute North, our largest hosting partner, entered bankruptcy proceedings in September 2022;

• A significant decline in the price of bitcoin, which resulted in impairments of our bitcoin holdings throughout 2022 and an impairment charge related to the value of our mining rigs and certain contracts during the fourth quarter of 2022;

• Challenging financial markets and macroeconomic conditions throughout 2022.

Our primary focus in 2024 is to keep our current fleet of over 210,000 bitcoin mining rigs energized and running optimally while increasing our total operational hash rate.

Our operational hash rate was 7.0 exahashes per second as of December 31, 2022 and was more than 24.7 exahashes per second as of December 31, 2023.

We anticipate further growth of our operational hash rate in 2024 as we bring newly acquired bitcoin miners into operation.

We expect to increase our operational hash rate to approximately 35 to 37 exahashes per second in 2024.

By December 31, 2025, we plan to reach 50 exahashes per second in operational hash rate.

To support this growth, we have placed orders with multiple manufacturers for approximately 22 exahashes per second and hold the option to purchase an additional 23 exahashes per second.

Additionally, we expect to expand our data center capacity through a portfolio approach with a healthy mix of asset-light, asset-heavy, and joint venture partnerships.

Historically, we have grown quickly to become one of the world’s largest publicly traded bitcoin mining companies.

We achieved this milestone through an asset-light strategy, which involved deploying our bitcoin miners at third-party hosted sites.

This approach saved us significant amounts of capital that would have otherwise been invested in data center infrastructure and allowed us to allocate more capital into revenue-generating assets, including bitcoin miners.

During the year ended December 31, 2023 we shifted our strategy from an asset-light business model to a diversified and resilient portfolio approach directly supporting our bitcoin mining operations.

This approach involves managing a strategic mix of third-party hosted sites and self-owned and operated sites, which we believe will help the business weather market downturns by optimizing its cost structure.

In January 2024, we acquired two data centers totaling 390 megawatts.

Following this acquisition, our operations are moving towards being more evenly split between third-party hosted and self-owned and operated sites.

In 2023, we launched a joint venture in Abu Dhabi, United Arab Emirates, which operates two sites with a total capacity of 250 megawatts, of which we own 20%.

These sites operate in one of the world’s most challenging environments, with summertime temperatures of approximately 115 degrees Fahrenheit and 98% humidity.

We believe our state-of-the-art immersion technology deployed at these sites has resulted in the bitcoin mining rigs operating with minimal human intervention and need for repairs.

In addition, in November 2023 we launched a joint venture project in Paraguay to support 20 megawatts and expect operations to commence at the site during the quarter ending June 30, 2024.

We intend to continue our international expansion efforts into 2024.

To support this shift in strategy and to capitalize on opportunities for international expansion and industry consolidation, we strengthened our liquidity position – a priority that we intend to continue focusing on in 2024.

Our combined cash and cash equivalents and bitcoin reserve totaled nearly $1.0 billion as of December 31, 2023.

Refer to the “Liquidity and Capital Resources” section, for further information.

We also expect to deploy several technological innovations developed by our technology team and partners.

These innovations include new immersion-cooling systems, hardware, and software solutions that are designed to optimize mining rig performance and the reliability of our operations.

Moreover, we are exploring novel sources of underutilized or wasted energy sources, which may reduce bitcoin production costs.

Research and Development

Our research and development (“R&D”) efforts play a critical role in driving our innovation and growth.

Our R&D process is designed to support the creation and development of new tools and processes intended to serve an integral part of our overall business strategy and enhance our market position as an advanced and sustainable bitcoin miner.

The first step in the R&D process is ideation, which is the process of generating and evaluating new ideas.

We encourage our team members to come up with creative and innovative ideas, and then we provide them with the resources and support they need to explore these ideas further.

Once we have identified a promising idea, the next step is to develop a prototype.

This typically involves creating a small-scale version of the product or service, which can be tested and evaluated in order to identify potential issues and improve the design.

We conduct market research to understand the potential market for the product or service.

The final step in our R&D process is testing and validation.

This involves conducting thorough testing of the prototype to identify any issues or flaws, and to ensure that it meets our rigorous quality standards.

We also conduct market testing to gather feedback from real-world users, and use this feedback to refine and improve the product or service.

Overall, our R&D process is designed to support the creation and development of innovative technology advancements that ensure we maintain our competitive advantages and improve its position as a leading bitcoin miner.

We believe that this process is essential for driving growth, staying ahead of the competition, and achieving success.

Strategic Investments

We are committed to pursuing strategic investments that align with our vision and values.

Our strategic focus is to identify and partner with companies that we believe will generate synergies to create long-term value for our stockholders.

One key element of our investment strategy is to focus on companies that are at the forefront of emerging technologies and industries.

We believe targeted companies have the potential to drive significant innovation and growth, and we are committed to supporting the development through investments in both hardware and software companies.

Another key aspect of our strategy is to prioritize investments in companies that are aligned with our values and mission.

We believe our stockholders expect us to support businesses that operate in a responsible and sustainable manner, and we are committed to making investments that reflect these values.

Overall, our investment strategy is designed to support our growth and success, while propelling our business to be the most advanced, agile, and efficient bitcoin miner.

We are committed to making strategic investments that align with both our vision and values, and believe this approach will help us achieve long-term success.

We deploy miners at sites throughout the United States, as well as in the United Arab Emirates and Paraguay.

In the United States, with the exception of the sites in Granbury, Texas and Kearney, Nebraska, which we acquired in January 2024 and are currently operated by a third party, all of our sites are currently hosted by third parties to

whom we pay a fee.

The follow map represents our site locations, with additional information to follow summarizing our current and anticipated operating sites in the United States and internationally:

Site Location

watts Energized Exahash

McCamey, Texas Hut 8 Mining Corp.

("Hut 8") affiliate 216 7.7 43,000 S19j Pros and

25,000 S19 XPs

Ellendale, North Dakota APLD affiliate 180 7.8 57,000 S19 XPs

Garden City, Texas APLD affiliate 100 4.5 30,000 S19 XPs and

4,200 S19j Pros

Granbury, Texas (2)

Hut 8 affiliate 53 1.9 12,000 S19j Pros,

5,000 S19 XPs and

7,000 S19 K Pros

Jamestown, North Dakota APLD affiliate 40 1.4 10,000 S19 XPs, with another

768 units of immersion

Kearney, Nebraska (2)

Hut 8 affiliate 12 0.3 2,300 S19j Pros,

1,000 S21s and

1,300 MicroBTs

Various 10 0.3 2,590 S19j Pros,

2,800 S19 Pros and

Abu Dhabi, United Arab Emirates

Zero Two 25 0.6 4,370 XPs

Penguin Infrastructure S.A.

4 0.2 1,688 XPs

(1) Notes the approximate deployed and operational fleet at each site location or the anticipated scope of the fleet to be deployed at those sites not yet operational.

(2) On January 12, 2024, the Company, through its wholly owned subsidiary MARA USA Corporation, acquired two operational bitcoin mining sites.

(3) Includes site locations of Hopedale, Ohio, Murray, Kentucky and Layton, Utah.

An additional 4,700 j Pros are anticipated to be energized in 2024.

In digital asset mining, companies and individuals use computing power to solve cryptographic algorithms to record and publish transactions to blockchain ledgers or provide transaction verification services to the Bitcoin network in exchange for digital asset rewards.

The current reward for verifying a block on the Bitcoin blockchain is 6.25 bitcoin.

Miners can range from individual enthusiasts to professional mining operations with dedicated data centers.

Miners may organize themselves in mining pools.

The Company competes or may in the future

compete with other companies that focus all or a portion of their activities on owning or operating digital asset exchanges, developing

programming for the blockchain, and mining activities.

At present, the information concerning the activities of these enterprises is

not readily available as the vast majority of the participants in this sector do not publish information publicly or the information

may be unreliable.

public companies (traded in the U.S.

and Internationally), such as the following, may be considered to compete with us:

Platforms, Inc.

8 Mining Corp.

Blockchain Technologies Ltd.

Energy Limited

Digital, Inc.

Blockchain plc

Generation Holdings Inc.

Scientific, Inc.

Digital Mining, Inc.

there is limited available information regarding our non-public competitors, we believe that our recent acquisition and ongoing deployment

of miners positions us well among the publicly traded companies involved in the digital asset mining industry.

The digital asset mining

industry is a highly competitive and evolving industry and new competitors and/or emerging technologies could enter the market and affect

our competitiveness in the future.

We compete or may in the future compete with other companies that focus all or a portion of their activities on owning or operating digital asset exchanges, developing programming for the blockchain, and mining activities.

Currently, the information concerning the activities of these enterprises is not readily available as the vast majority of the participants in this sector do not publish information publicly or the information may be unreliable.

While there is limited available information regarding non-public competitors, several public companies (traded in the United States and internationally), such as the following, may be considered to compete with us:

• Argo Blockchain plc;

• Bitfarms Ltd.;

• Bit Digital, Inc.;

• Cipher Mining Inc.;

• Cleanspark, Inc.;

• Core Scientific, Inc.;

• Greenidge Generation Holdings Inc.;

• Hive Digital Technologies Ltd.;

• Hut 8 Corp.;

• Iris Energy Limited;

• Riot Platforms, Inc.;

• Stronghold Digital Mining, Inc.;

• TeraWulf Inc.

We believe our recent acquisition of two currently operational bitcoin mining sites, totaling 390 megawatts of capacity, in Granbury, Texas and Kearney, Nebraska and our ongoing deployment of miners positions us well among the publicly traded companies involved in the digital asset mining industry.

The digital asset mining industry is a highly competitive and evolving industry and new competitors and/or emerging technologies could enter the market and affect our competitiveness in the future.

INTELLECTUAL PROPERTY

actively use specific hardware and software for our digital asset mining operations.

In certain cases, source code and other software

assets may be subject to an open source license, as much technology development underway in this sector is open source.

For these works,

we intend to adhere to the terms of any license agreements that may be in place.

do not currently own any patents except as set forth below.

We may in the future plan to seek further patents in connection with our

existing and planned blockchain and digital asset related operations.

We do expect to rely upon trade secrets, trademarks, service marks,

trade names, copyrights and other intellectual property rights and expect to license the use of intellectual property rights owned and

controlled by others.

In addition, we have developed and may further develop certain proprietary software applications for purposes of

our digital asset mining operation.

have two patent applications pending with the USPTO:

Application No.

And Methods For Decreasing Counterparty Settlement Risk

Digital Holdings

Application No.

And Methods For Overclocking Mining Rigs

Digital Holdings

We actively use specific hardware and software for digital asset mining operations.

In certain cases, source code and other software assets may be subject to an open-source license, as much of the technology development underway in our sector is open source.

We currently own five patents in the United States and have six patent applications pending.

The expiration dates of our patents range from March 2036 and November 2043.

Our patents improve efficiency to decrease settlement risk and expand server and radio functionalities.

In the future, we may seek to register additional patents in connection with our existing and planned blockchain and digital asset operations.

We rely upon the following to protect and enforce our proprietary information and intellectual property:

• trade secrets;

• trademarks;

• service marks;

• trade names;

• copyrights;

• other intellectual property rights.

Additionally, we expect to license the use of intellectual property rights owned and controlled by others.

We also have developed, and may further develop, certain proprietary software applications for purposes of its digital asset mining operation and may license proprietary software application to third parties.

REGULATORY LANDSCAPE

We operate within a complex and rapidly evolving regulatory environment and are subject to a wide range of laws and regulations enacted by U.S.

federal, state, and local governments, governmental agencies, and regulatory authorities, including the SEC, the Commodity Futures Trading Commission (the “CFTC”), the Federal Trade Commission (the “FTC”), and the Financial Crimes Enforcement network of the U.S.

Department of Treasury, as well as similar entities in other countries.

Other regulatory bodies have demonstrated an interest in regulating or investigating companies engaged in blockchain or cryptocurrency businesses.

Regulations may substantially change in the future and it is presently not possible to know how regulations will apply to our business, or when they may be effective.

While we anticipate that bitcoin mining will be an area of focus for regulators in 2024 and beyond, we cannot predict with certainty the impact regulations may have on our business or operations.

As the regulatory and legal environment evolves, we may become subject to new laws and regulations by the SEC and other agencies, which may affect our mining operations and other activities.

Additionally, state and local regulation of bitcoin mining is important with respect to where we conduct our mining operations.

A substantial number of our bitcoin miners are located in Texas and North Dakota, which are generally favorable regulatory environments for bitcoin miners as compared to other states.

However, we may also become subject to additional regulatory requirements on a state and local level in the geographies in which we operate, and as we strategically expand our operations into new areas.

For additional discussion regarding our belief about the potential risks existing and future regulation pose to our business, see Part I, Item 1A.

“ Risk Factors ” of this Annual Report.

HUMAN CAPITAL AND DIVERSITY, EQUITY AND INCLUSION

As of December 31, 2023, we had a total workforce of approximately 60 employees across our entire organization, all of whom were employed full-time, including professionals in accounting, communications, engineering, finance, growth, human resources, information and technology, investor relations, legal, and operations.

Our strategy with human capital resources is to align the interests of our employees with our key long-term success drivers.

In execution of this strategy, we adopted an equity incentive plan, under which all eligible employees can be granted options, restricted stock, preferred stock, restricted stock units or warrants.

We believe our performance plan is a key incentive for our employees that aligns their long-term interests with our long-term objectives as an organization.

We also compare salary and wages against quantitative benchmarks and adjust monetary compensation to ensure wages are competitive and consistent with employee positions, skill levels, experience, and geographic location.

We maintain a robust process for ensuring pay equity across the Company and increases in incentives and compensation based on merit and performance.

In addition, we provide a comprehensive range of benefits options, including medical, dental and vision insurance for employees and family members, paid and unpaid leaves, and life and disability/accident coverage.

At Marathon, we seek to attract a pool of diverse, best-in-class candidates and foster their career growth by hiring the best talent available, rather than relying solely on educational background.

In support of such initiative, we look for candidates in local communities and large cities alike, and from a variety of backgrounds.

Our goal is a long-term, growth-oriented career for each employee.

We also believe that our ability to retain our workforce is dependent on our ability to foster an environment that is sustainably safe, respectful, fair, and inclusive of everyone, and promotes diversity, equity, and inclusion both inside and outside of our business.

RECENT DEVELOPMENTS

On October 24, 2023, we commenced a new at-the-market offering program (the “2023 ATM”) with H.C.

Wainwright & Co., LLC, acting as sales agent (“Wainwright”), pursuant to an at-the-market offering agreement (the “ATM Agreement”), under which we may offer and sell shares of our common stock from time to time through the sales agent having an aggregate offering price of up to $750.0 million.

As of December 31, 2023, we sold 19,591,561 shares of common stock under the 2023 ATM for an aggregate purchase price of $248.1 million, net of commissions and expenses.

Subsequent to December 31, 2023, we sold additional shares of common stock under the 2023 ATM such that the aggregate offering price of shares sold under the 2023 ATM is approximately $750.0 million.

In February 2024, we intend to commence a new at-the-market offering program with Wainwright acting as sales agent (the “2024 ATM”) pursuant to the ATM Agreement, under which we may offer and sell shares of our common stock from time to time through Wainwright having an aggregate offering price of up to $1.5 billion.

On January 12, 2024, we consummated an acquisition of 100% of the issued and outstanding equity interests (the “Transaction”) of GC Data Center Equity Holdings, LLC, through our wholly owned subsidiary MARA USA Corporation, pursuant to which we acquired two operational bitcoin mining sites for an aggregate 390 megawatts of operational capacity in exchange for $179.0 million cash consideration, subject to customary working capital adjustments.

We hope to realize synergies from this transaction through the integration of our technology stack, which we expect will improve efficiencies and scale our operating capacity.

In November 2023, we launched a joint venture in Paraguay with 1,170 miners energized.

The operations at this facility are powered entirely by hydroelectricity.

We expect operations at this facility to commence during the quarter ending June 30, 2024 and to generate 1.1 exahashes.

We completed the installation and energization of approximately 28,000 S19 XPs to commence operations at a Garden City, Texas site during the quarter ended December 31, 2023.

CORPORATE HISTORY AND INFORMATION

We were incorporated in the State of Nevada on February 23, 2010 under the name Verve Ventures, Inc.

On December 7, 2011, we changed our name to American Strategic Minerals Corporation, and in October 2012, we changed our name to Marathon Patent Group, Inc.

We operated as Marathon Patent Group, Inc.

until March 1, 2021, when we changed our name to Marathon Digital Holdings, Inc.

Our corporate headquarters are located at 101 SE Third Avenue, Suite 1200, Fort Lauderdale, Florida 33301.

We also maintain a West Coast office at 300 Spectrum Center Drive, Suite 950, Irvine, California 92618.

Copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and any amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Exchange Act, as well as other filings made with the SEC, are available free of charge through our website (www.mara.com under the “Investors” section).

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business